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

Hello, and welcome to the Canacol Energy Special Shareholders Meeting. I will now turn the call over to Mr. Michael Hibberd, Chairman of the Board. Please proceed, sir.

Thank you. Good morning, ladies and gentlemen. Greetings from Calgary. It's minus 30, so we all wish we're in Bogotá right now. But in any event, welcome to the Special Meeting of Shareholders of Canacol Energy Ltd. My name is Michael Hibberd, I'm Chairman of the corporation, and I'll act as Chair of this meeting. I will note that our CEO, Charle Gamba, is in attendance in Bogotá and on the line, and physically present are members of our executive team and Board of Directors. In terms of the agenda today, we'll deal with the formal business of the meeting, which is set out in the proxy materials which were sent to shareholders. The meeting will now come to order, and I'll ask Andres Valenzuela, Corporate Leader of the corporation, to act as secretary of the meeting; and Olympia Trust act as scrutineer of the meeting. Now I 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. You have the declaration. Thank you. It's confirmed. Proof of mailing of the notice calling the meeting and accompanying documents have been duly filed, and I direct the copy with the proof of delivery be kept by the secretary with the records of the meeting. I'd like to take a moment to discuss voting procedure. It's fairly simple today. Voting on all matters will be conducted by ballot. Any shareholder or proxy holder wishing to speak is requested to stand. And when recognized by me as Chair, provide his or her name before addressing the meeting. Bylaws of the corporation provides that a quorum of shareholders present at the meeting of shareholders, if at least 2 persons holding or representing by proxy not less than 25% of shares entitled to vote at the meeting of shareholders are present in person or by proxy. I've received the scrutineer's report showing there are in attendance at this meeting, in person or by proxy, 6 shareholders holding 88,188,753 common shares. Accordingly, the total representation at this meeting by shareholders present in person and by proxy is 51.71% of the common shares of the corporation. Therefore, I declare there is a quorum present at this meeting. I now declare the meeting as regularly called and properly constituted for the transaction of business. And just for convenience, we've designated 2 shareholders to move and second motions, and that is Anthony Zaidi and Andres Valenzuela. First item of business is the approval of the consolidation of the outstanding common shares of the corporation on the basis of one new post-consolidation common share for every 5 currently outstanding common shares, all as more particularly described in the management information circular dated November 9, 2022.

This is Anthony Zaidi. I move that the special resolution, as more particularly set forth in the information circular relating to the approval of the share consolidation, be approved.

This is Andres Valenzuela. I second the motion.

Thank you. As noted earlier, we are conducting all the results by poll. Just to confirm, are there any changes?

There's no changes.

Okay. So I actually have the poll results from the scrutineer, and I declare that the special resolution regarding the approval of the share consolidation has been duly passed with 98.57% of the votes having been cast. If any shareholder is interested in the exact number of votes cast in favor of or against this resolution, particulars may be obtained from the secretary of the meeting. I direct the scrutineers' report be annexed to the minutes of this meeting as a schedule. Thank you. Next item of business is the approval of a new bylaw #1 of the corporation, all as more particularly described in the management information circular.

This is Anthony Zaidi. I move that the ordinary resolution, as more particularly set forth in the information circular relating to the approval of the new bylaw #1, be approved.

This is Andres Valenzuela. I second the motion.

Thank you. As noted earlier, this vote is also by ballot. Are there any changes in the ballot?

There have been no changes.

Thank you. So I have the balance results from the scrutineer, and I declare the special resolution regarding the approval of the new bylaw 1 has been duly passed with 96.68% of the votes having been cast. Any shareholders interested in the exact number of votes obtained from the secretary of the meeting -- excuse me, exact number of votes, particulars can be obtained from the secretary of the meeting. I direct the scrutineers' report being annexed to the minutes of the meeting as a schedule. Okay. Is there any further business that should be brought before this meeting? If no requests, can I please have a motion to terminate this meeting?

This is Anthony Zaidi. I move that meeting be terminated.

This is Andres Valenzuela. I second the motion.

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

Opposed? [Voting]

Motion is carried. I declare the meeting terminated. Thank you very much.

The conference has now concluded. Thank you for attending today's presentation, and you may now disconnect.