Canacol Energy Ltd (CNECCL.SN) Earnings Call Transcript & Summary

Good morning, and welcome to the Annual General and Special Shareholders Meeting of Canacol Energy. Now I'll turn it over to Mr. Michael Hibberd, Chairman of the Board of Directors for Canacol Energy. Please proceed.

Thank you very much. I'll just confirm, all directors are now present on the line. So good morning. Thanks very much to this -- for attending this early morning Annual General and Special Meeting of Shareholders of Canacol. My name is Michael Hibberd. I'm Chairman of the corporation, and I'll act as Chairman of this meeting. We'll go through the formal business of the meeting as promptly as possible, and the materials, obviously, the circular and proxy materials contain full descriptions of all items we'll cover. If there are any questions, please hold off until the end of the meeting, and they will be responded to as they relate specifically to the resolution that we're dealing with. The meeting will now come to order, and I'll ask Andres Valenzuela to act as secretary of the meeting and Olympia Trust Company to act as scrutineer of the meeting. I'd like to request the secretary to table proof of delivery of the notice of meeting, instrument of proxy, management information circular and accompanying documents to the registered shareholders of the corporation.

Please go ahead.

It's confirmed. Thank you. Proof of mailing of the notice calling the meeting and accompanying documents has been duly filed. I direct that a copy the notice of meeting with proof of delivery be kept by the secretary with the records of this meeting. I'd like to discuss the voting procedure. Unless a ballot is requested in respect of any particular matters, voting on all matters will be conducted by a show of hands. Any shareholder or proxy holder wishing to speak is requested to stand and when recognized by the Chair, provide his or her name before addressing the meeting. The bylaws of the corporation provide that a quorum of shareholders is present at the meeting of shareholders of at least 2 persons holding or representing by proxy, not less than 5% of the shares entitled to vote at the meeting of shareholders are present in person or by proxy. I received the scrutineer's report showing that there are in attendance at this meeting, in person or by proxy, 4 shareholders holding 115,138,883 common shares. Accordingly, the total representation at this meeting by shareholders present, in person and by proxy, is 63.66% of the common shares of the corporation. Therefore, I declare that there is a quorum present at this meeting. I now declare the meeting is regularly called to be properly constituted for the transaction of business. First item of business is the presentation to shareholders, the audited financial statements of the corporation for the period ended December 31, 2019, and the auditor's report on these financial statements. Copies of these materials have been mailed to each registered shareholder, and there are extra copies available to shareholders on request. So if you submit the request, additional copies will be sent. Unless any shareholder wishes to have the auditor report read, I now propose to have it read at this meeting.

I move that the reading of the report of the auditor and the financial statements be dispensed with. It's Anthony Zaidi.

Thank you, Anthony. Can I have a second, please?

I second. Greg Elliott.

Andy [ Simpson ].

I second the motion.

Andy, okay. Andy is a seconder on that one. He beat you there, Greg. All those in favor, signify in the usual manner by raising their hand. [Voting]

Motion's carried. Next item of business is the fixing of the size of the Board of Directors to be elected at the meeting. For this upcoming year, it's proposed the Board of Directors shall consist of 8 members. And I requested a motion to fix the Board of Directors at 8 members.

I move that the Board of Directors of the corporation to be elected at the meeting to be fixed at 8 members. Anthony Zaidi.

Thank you, Anthony.

I second. Andy Valenzuela.

Thank you. All those in favor, signify in the usual manner by raising their hand. [Voting]

Opposed? [Voting]

Motion carried. I'll now proceed with the election of directors. 8 directors will be elected at this meeting to hold office until the next annual meeting or until their successors are elected or appointed.

I nominate Charle Gamba; Michael Hibberd; David Winter; Gregory Elliott; Francisco Diaz; Oswaldo Cisneros; Gonzalo Fernández-Tinoco; and Ariel Merenstein for election as directors of the corporation to hold office for the ensuing year, unless his office is earlier vacated in accordance with the bylaws of the corporation. This is Anthony Zaidi.

Thank you.

I second the motion. Andy Valenzuela.

Thank you. Are there any further nominations? No? I now declare the nominations closed. All in favor of the election of those nominated, please signify in the usual manner by raising your hand. [Voting]

Any opposed? [Voting]

No? I now declare those nominated to be duly elected directors of the corporation to hold office until the next annual election of directors, unless their office is vacated or a successor is appointed in accordance with the bylaws of the corporation. Next item of business is the appointment of auditors -- of the auditor of the corporation.

I move that KPMG LLP, Chartered Professional Accountants, be appointed as auditor of the corporation until the next annual meeting or until a successor is appointed, and that KPMG's remuneration be fixed by the Board of Directors. This is Anthony Zaidi.

Thank you.

I second the motion. Andy Valenzuela.

Thank you. All those in favor, signify in the usual manner by raising your hand. [Voting]

Any opposed? [Voting]

None? Motion carried. Next item of business is the approval of the amended stock option plan of the corporation and the unallocated stock options thereunder, all as more particularly described in the Management Information Circular of the corporation dated May 21, 2020.

I move that the ordinary resolution, as more particularly set forth in the information circular relating to the amended stock option plan and the unallocated stock options, be approved. This is Anthony Zaidi.

Thank you.

I second the motion. Andy Valenzuela.

Thank you. In order to record accurately the voting results of this resolution, it's necessary to conduct a vote on this resolution by ballot. We'll temporarily suspend these proceedings to permit balloting and tabulation to occur.

I confirm all the ballots have been issued, and I have received all the ballots.

Okay. So I've received -- now, do you have the ballot report?

Yes.

Okay. I received the report on the ballot from the scrutineer, and it declared the ordinary resolution of shareholders regarding approval of the amended stock option plan and the unallocated stock options have been duly passed, with 88.94% of the votes having been cast in favor of the resolution. Any shareholders interested in the exact number of votes, I'll direct the scrutineer's report be annexed to the minutes, and the information will be provided. Is there any further business requested for this meeting? Then I'll ask for a motion to terminate the meeting.

I move that the meeting be terminated. Anthony Zaidi.

Thank you.

I second the motion. Andy Valenzuela.

Good. All those in favor of the resolution, please signify in the usual manner by raising your hand. [Voting]

Any opposed? [Voting]

None? I declare this meeting terminated. Thank you very much.