Surge Energy Inc. (SGY) Earnings Call Transcript & Summary

Hello, and welcome to the 2025 Annual Meeting of Shareholders of Surge Energy, Inc. Please note that this meeting is being recorded. Registered shareholders and proxy holders may submit questions via the message tab at the top left of your screen by typing in your message, and clicking the send icon on to the right of the message box. It is my pleasure to introduce the President, Chief Executive Officer and a Director of Surge, Mr. Paul Colborne. Mr. Colborne, the floor is yours.

Thank you very much. Good afternoon, ladies and gentlemen, and welcome to the AGM of the holders of common shares of Surge Energy, Inc. My name is Paul Colborne, and I'm President, CEO and a Director of Surge. Joining us online are certain other directors of the corporation and the other members of Surge's executive management team, including Murray Bye, our COO; Jared Ducs, our CFO; Margaret Elekes, Senior VP, Land and Business Development; and Derek Christie, Senior Vice President of Exploration. Before we get to the formal portion of the meeting, I would like to acknowledge the contributions of Mr. Dan O'Neill and Mr. Murray Smith, who are not standing for reelection at this year's meeting. On behalf of Surge's shareholders, the Board of Directors, management and the employees of Surge, I would like to express our sincere gratitude to Mr. O'Neill and Mr. Smith for their invaluable contributions to Surge. It's been a privilege to work alongside you. We'll now proceed with the formal business of the meeting. In order to have the meeting proceed efficiently, the certain individuals have been asked to move and second the motions, which are to be called for in the notice of meeting. This is not intended in any way to limit someone's right to participate in the meeting. Any proposed amendments or objections to a motion will need to be submitted as questions. All proposed amendments or objections will be addressed during the meeting provided that they are submitted during the period when polls are open. There will be opportunities for shareholders to ask questions specific to each resolution on the webcast. If you have a question, click on the messaging icon at the top right of the webcast page. Please read the instructions in the text box before submitting your question. Once you have finished typing out your question, click the submit button. We will address questions that directly relate to the particular motion at the appropriate time of the meeting. For questions of a more general nature and that are not relating to proposed amendments or objections, we would ask that you e-mail [email protected] with your question, and we'll endeavor to answer it as soon as possible following the conclusion of the meeting. Please note that only holders of shares of the corporation of record at the close of business on March 31, 2025, or their duly appointed proxy holders are entitled to participate in and vote at this meeting. Voting during the meeting can only be done through our virtual voting platform on the webcast. Click the Vote tab at the top right of the webcast page and a separate browser window will open. If prompted to do so, you can register to vote by entering your control number, which you would have previously received as your user name, entering surge2025 all in lower case as your password. Please note that the password is case-sensitive. The polls are now open. The polls will be open for all of the resolutions at the same time. Voting can be completed at any time from now until the end of the formal business of the meeting. Thank you to those of you who have already voted. If you've already voted in advance of the meeting and do not wish to change your vote, then you do not need to do anything. For those who have not yet voted, we encourage you to vote now. I will now call the meeting to order. I would request that Michael Bennett, the Corporate Secretary of Surge, act as Secretary of the meeting; and Jacquie Fisher of Odyssey Trust Company to act as scrutineer. Now dealing with notice of the meeting. Proof of mailing of the notice of meeting, information circular and form of proxy to the registered shareholders of the corporation has been filed with me by the Secretary. Unless there are any objections, I will dispense with the reading of the notice of meeting and direct that a copy of the proof of mailing be appended to the minutes of this meeting. The preliminary scrutineer's report has now been received, and it shows that the requirement threshold for a quorum at this meeting has been met. I direct that a copy of the scrutineer's report be kept with the minutes of the meeting. Accordingly, I declare that the meeting is regularly called and properly constituted for the transaction of business. Now dealing with voting. There are 3 items of business to consider at today's meeting: one, the fixing of the number of directors to be elected; two, the election of the directors; and three, the appointment of auditors. We'll conduct the votes on each matter before us by an electronic ballot. The first item of business is the presentation of the financial statements of the company for the fiscal period ended December 31, 2024, and the report of the auditors thereon. The financial statements and auditor's report were mailed to each shareholder of the corporation who is entitled to receive them and have them posted on the corporation's website and filed on the corporation's profile on SEDAR. Shareholders have, therefore, had an opportunity to review these documents. On this basis, we'll dispense with the reading of the financial statements and the auditor's report. As no action is required to be taken by the shareholders on these financial statements, I now declare that the financial statements of the company for the period ended December 31, 2024, and the report of the auditors thereon have been received by the shareholders as submitted to this meeting. Next item of business is the fixing of the number of directors for election at the meeting. The information circular was proposed that 7 individuals be nominated for election to the Board of Directors. I would request a motion that the number of directors for the ensuing year be set at 7.

Mr. Chair, my name is Stephanie McNeill, and I'm a shareholder. I move that the number of directors for the ensuing year be set at 7.

Thanks, Stephanie.

Mr. Chair, my name is Dan Kelly, and I'm a shareholder. I second the motion.

Thanks, Dan. You have heard the motion. I will now ask the Secretary to please advise if any questions specific to this motion were submitted. Mr. Bennett, do you have an input here? As far as I'm aware, there have been no questions specific to this motion that have been submitted. Thank you. As there were no questions specific to this motion submitted and unless we receive any objections otherwise, we'll proceed with the vote. Please record your vote now, remembering that if you have already voted in advance and do not wish to change your vote, no further action is required. [Voting]

I'll now proceed with the election of the Board of Directors. The information circular contains the names of management proposed nominees to the Board, which are James Pasieka, Marion Burnyeat, Paul Colborne, Daryl Gilbert, Michelle Gramatke, Robert Leach and Allison Maher. The nominations which have been made are in order. And as there are no further nominations, I declare the nominations closed. Since the number of nominees does not exceed the number of directors to be elected, I request the motion that the nominees be elected as directors of the corporation to hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed.

Mr. Chair, my name is Stephanie McNeill, and I am a shareholder. I move that the nominees be elected as directors of the corporation to hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed.

Thanks, Stephanie.

Mr. Chair, my name is Dan Kelly, and I'm a shareholder. I second the motion.

Thanks, Dan. I will now ask the Secretary to please advise if there are any questions specific to this motion were submitted. I've been advised that there are no questions specific to this motion that have been submitted. Thank you. As there are no questions submitted, I would say that unless we receive any objections otherwise, we'll simply proceed with the vote. Please record your vote now, remembering that if you have already voted in advance and do not wish to change your vote, no further action is required. [Voting]

Thank you. Appointment of auditors. We'll now proceed to the final item of business of the meeting being the appointment of auditors. May I please have a motion in regard to the appointment of the auditors for Surge.

Mr. Chair, my name is Stephanie McNeill, and I am a shareholder. I move that KPMG LLP, chartered accountants, be appointed as the auditors of the corporation until the next annual meeting or until a successor is appointed and that their remuneration be fixed by the Board of Directors.

Thank you.

Mr. Chair, my name is Dan Kelly, and I'm a shareholder. I second the motion.

Thanks, Dan. You've heard the motion. I will now ask the Secretary to please advise if any questions specific to this motion were submitted. No questions were submitted. Thank you. As there have been no questions submitted and unless we receive any objections otherwise, we'll now proceed with the vote. Please record your vote now, remembering that if you've already voted in advance and do not wish to change your vote, no further action is required. [Voting]

Thank you. I will now provide the preliminary results of the voting. I've now received the preliminary voting results from the scrutineers and can advise that each of the motions brought before the meeting has passed by a majority of the votes cast. Accordingly, I declare that each of the resolutions considered at today's meeting are carried. The exact number of votes cast in respect of each matter voted at the meeting will be filed in the corporation's profile on SEDAR and made available on our website. Thank you again. Dealing with termination of the meeting. Thank you again to all shareholders and proxy holders for your attendance today. As there is no further business to be brought before the meeting, may I have a motion to terminate the formal part of the meeting.

Mr. Chair, my name is Stephanie McNeill, and I am a shareholder. I move that the meeting be terminated.

Thank you.

Mr. Chair, my name is Dan Kelly, and I'm a shareholder. I second the motion.

Thank you, Dan. I will now ask the Secretary to please advise if any questions specific to this motion were submitted.

No questions.

Thank you, Mr. Bennett. As no questions were submitted, I would like to thank you all and declare the motion carried and this meeting concluded. I would say that please have a look at Surge's Q1 report that came out recently. It's one of the best quarters in the company's history, and we're quite excited about, not just the results, but the performance of the company. So thank you all for your time, and the meeting is hereby concluded.