Good morning, ladies and gentlemen. The meeting will now come to order. Welcome to this annual and special meeting of Americas Gold and Silver Corporation. My name is Peter McRae. I'm Senior Vice President, Corporate Affairs, and Chief Legal Officer of America's Gold and Silver Corporation, and will be presiding as Chairman of today's meeting. This is an annual and special meeting that is being held with in-person access and participation limited to registered shareholders and duly appointed proxy holders. The company has provided a Zoom webinar in order for shareholders who are unable to attend the meeting in person to be able to listen to the meeting proceedings by phone or on their computers. Please note that the webinar and phone lines will be muted for the duration of the meeting.
With your approval, I will ask John Letty to act as Secretary of the Meeting and Computershare Investor Services through its representatives to act as Scrutineer for this meeting, to report on the number of shareholders present in person and the number of shares represented in person or by proxy at the meeting, and to report on the votes cast in connection with the business of the meeting. In order that we may have a complete record of those present, shareholders present in person or by proxy have been recorded, and all participants by phone have been registered upon entry to the meeting. In view of the need to attend to a number of formal matters, certain shareholders have volunteered to move and second resolutions where required in order to facilitate the handling of the formal matters.
Each holder of common shares or their proxy is entitled to one vote per share held. I will now ask John Letty, as Secretary of the Meeting, to deal with certain formal matters concerning the meeting.
The notice calling this meeting, accompanying Management Information Circular dated May 15, 2025, and formal proxy were distributed to shareholders of Americas Gold and Silver in accordance with applicable law. The Board of Directors accepted resolutions which provided that this meeting be held today and which fixed the close of business on May 9, 2025, as the record date for the determination of shareholders entitled to notice of and to vote at this meeting and any close moments thereof. This Management Information Circular was posted online under the company's SEDAR profile at sedar.com, the company's EDGAR profile at sec.gov, and on the company's website. Additional copies are available at this meeting. Proof of proper service of these documents has been filed with me, and I direct that a copy of each of these documents together with proof of service be retained for the records of this meeting.
I will now ask for a motion that the reading of the notice of this meeting be dispensed with and that reading of the proof of service of such notice, Management Information Circular, and a form of proxy also be dispensed with.
Mr. Chairman, I so move.
Mr. Chairman, I second the motion.
All those in favor, please so signify. Contrary of any, I declare the resolution carried. I would now ask the Secretary to please advise the meeting as to the results of the Scrutineer's report on attendance.
The Scrutineer's report reads as follows: Two shareholders representing two shares, 115 proxy holders present representing 438,755,057 shares, and 117 management proxies received representing 438,755,059 shares. I'm advised by the Scrutineer that all ballots have already been duly submitted by duly appointed proxy holders and registered shareholders who are entitled to vote at the meeting. As well, based on the preliminary report from the Scrutineer of the proxies and ballots received, all items of business today have received a majority of votes in favor. Accordingly, and for expediency, we will move to the motions, resolutions, and questions now.
Thank you. As a result, I declare the requisite quorum is present and declare the meeting to be properly constituted for the transaction of business for which it has been called. I direct that the confirmation of mailing of the notice of meeting and the Scrutineer's final report be annexed to the minutes of this meeting as scheduled. I would now like to present to the meeting the audited financial statements of the company for fiscal year ended December 31, 2024, together with the auditor's report thereon, both of which were made available to shareholders upon request and on SEDAR. Additional copies are also available at this meeting and on the company's website. I now place before the meeting the audited financial statements of the company for the fiscal year ended December 31, 2024, together with the auditor's report thereon. We will dispense with the reading of the auditor's report.
We will now proceed with the next item of business: the election of seven individuals to serve as directors of the company unless the office is earlier vacated in accordance with the general bylaw of the company and the Canada Business Corporations Act. The Board of Directors has adopted a policy regarding majority voting in the election of directors. Accordingly, as described in the Management Information Circular for this meeting, shareholders were provided with the opportunity to vote for each director or withhold their votes on an individual basis. The Management Information Circular lists seven nominees for election as directors of the company. If elected, these nominees will hold office until the next annual meeting of shareholders or until their successors are elected or appointed in accordance with the articles and bylaws of the company. May I have a motion for the nomination of the seven nominees?
Mr. Chairman, I move that those persons specified in the management information circular, namely Joseph Andre Paul Huet, Scott Hand, Peter Goudie, Tara Hassan, Meri Verli , Bradley R. Kipp, and Gordon E. Pridham, be nominated as directors of the company to hold office until the next annual meeting of shareholders or until their successors are elected or appointed in accordance with the articles and bylaws of the company.
Mr. Chairman, I second the motion.
In accordance with the advanced notice provisions of our bylaws, no further nominations may be made at this time. Therefore, I declare the nominations closed. May I request a motion that the seven individuals nominated as directors of the corporation be so elected?
Mr. Chairman, I so move.
I second the motion.
If there are no comments, it is now in order to vote on the motion. The vote for this resolution will take place by show of hands. All those in favor, please signify by raising your hand. Contrary of any. Motion carried. Next item of business is the appointment of the auditors. I will now ask for a motion that PricewaterhouseCoopers LLP, Chartered Accountants, Toronto, Ontario, be appointed auditors of the company until the next annual meeting of shareholders or until the auditor is removed from office or resigns and their successors appointed, and that authority be granted to the Board of Directors to fix the remuneration of the auditors.
Mr. Chairman, I so move.
Mr. Chairman, I second the motion.
There are no comments. It is now in order to vote on the motion. The vote for this resolution will take place by show of hands. All those in favor, signify by raising your hand. Contrary of any. Motion carried. Now we move to the reapproval of the Deferred Share Unit Plan. I will now turn to this resolution, including certain amendments to the plan as set forth in the circular. The full text of the Deferred Share Unit Plan is set out in Schedule B, attached to the Management Information Circular, and the full text has been available to shareholders upon request and on SEDAR. In order to be approved, the DSU plan resolution must be passed by a majority of the votes at this meeting.
The text of the DSU plan resolution respecting the reapproval of the Deferred Share Unit Plan of the company, including certain amendments to the plan, is set out at page 24 of the Management Information Circular. If there are no questions, may I have a motion on this matter of business?
Mr. Chairman, I move that the DSU plan resolution be passed as an ordinary resolution of shareholders of the company. All is working as set out on page 24 of the Management Information Circular.
Mr. Chairman, I second the motion.
If there are no comments, it is now in order to vote on the motion. The vote for this resolution will take place by show of hands. All those in favor, please signify by raising your hand. Contrary of any. Motion carried. I will now turn to the resolution reapproving the share unit plan of the company. The full text of the share unit plan is set out on Schedule C, attached to the Management Information Circular. The full text has been available to shareholders upon request and on SEDAR. In order to be approved, the resolution must be passed by a majority of votes cast at the meeting. The text of the resolution respecting the reapproval of the plan of the company is set out on page 26 of the Management Information Circular accompanying the notice of meeting. There are no questions.
May I have a motion on this matter of business?
Mr. Chairman, I move that the Share Unit Plan resolution be passed as an ordinary resolution of the shareholders of the company and as fully set out on page 26 of the Management Information Circular.
Mr. Chairman, I second the motion.
If there are no comments, it is now in order to vote on the motion. The vote will take place by show of hands. All those in favor, please signify by raising your hand. Contrary of any. Motion carried. I will now turn to the resolution reapproving the stock option plan of the company. The full text of the amended and restated stock option plan is set out on Schedule D, attached to the Management Information Circular, and the full text has been available to shareholders upon request and on SEDAR. In order to be approved, the option plan must be passed by a majority of the votes cast at this meeting. The text of the option plan resolution respecting the reapproval of the stock option plan of the company is set out at page 27 of the Management Information Circular accompanying the notice of this meeting.
If there are no questions, may I have a motion on this matter of business?
Mr. Chairman, I move that the option plan resolution be passed as an ordinary resolution of shareholders of the company. All is set out on page 27 of the Management Information Circular.
Mr. Chairman, I second the motion.
The meeting will now vote on the motion, which will be completed by ballot. If there are any other registered shareholders or proxy holder present who has not yet completed a ballot upon registration or who received a ballot but has not yet submitted to the scrutineer and is eligible to do so, please indicate by raising your hand. If you've already filled a proxy and you wish your vote to stand as noted in such proxy, you do not have to take a ballot. Okay, so there's no hands raised. Do I have the report? You have the report. Okay, perfect.
The Scrutineer's report on the vote in respect of the option plan resolution, all as particularly set on page 27 of the Management Information Circular, shows that the option plan resolution has been duly carried, and accordingly, I declare the company's stock option plan be and hereby is reapproved in accordance with the motion. I will now turn to the resolution approving the share consolidation of the company. The full text of the resolution to approve the share consolidation is set at page 28 of the management information circular. In order to be approved, the share consolidation resolution must be passed by a majority of the votes cast at the meeting. If there are no questions, may I have a motion on this matter of business?
Mr. Chairman, I move that the share consolidation resolution be passed as an ordinary resolution of shareholders of the company, all as set out on page 28 of the Management Information Circular.
Mr. Chairman, I second the motion.
No comments. Now, in order to vote on the motion, the vote for this resolution will take place by show of hands. All those in favor, please signify by raising your hand. Contrary of any. Motion carried. This brings us to the conclusion of the formal business of this meeting. There being no further business, I now declare this meeting to be formally terminated. Thank you for your attention and attendance at this AGM. If anyone attending in person or listening on the phone have questions or comments regarding the company, please reach out to management here or afterwards or our investor relations team at any time. Contact information is available on our website at americasgold.com. Thank you again and enjoy the rest of your day.