Centaurus Energy Inc. (CTA) Earnings Call Transcript & Summary

Okay. Welcome, everybody, to the Special and Annual Meeting of the Shareholders of Centaurus Energy, Inc., which I will now refer to as The Company going forward. My name is David Tawil. I'm the Chief Executive Officer of the company, and with the consent of this meeting, I will act as Chair of the meeting. On with us is Matt Burgoyne, who with the consent of this meeting will act as Secretary of the meeting. The purpose of the annual and special resolutions of shareholders is to allow shareholders to: one, receive the audited financial statements of the company for the fiscal year ended December 31, 2022, and for the fiscal year ended December 1, 2023 in each case, together with the auditor's reports thereon; two, fix the number of directors at 3 for the ensuing year; three, elect directors for the ensuing year; four, reelect Gallo LLP, Chartered Professional Accountants as the company's auditors for the ensuing fiscal year at a remuneration to be fixed by the directors; five, consider, and if thought fit, approve an ordinary resolution approving the stock option plan of the company; six, consider, and if thought fit, to pass an ordinary resolution approving the change of business of the company from a Tier 2 oil and gas issuer to a Tier 2 investment issuer pursuant to Policy 5.2 entitled Changes of Business and Reverse Takeovers of the TSX Venture Exchange; seven, consider, and if thought fit to pass a special resolution retroactively approving a share purchase transaction, which occurred on February 7, 2023, entered into between the company and Gasener-SRL, whereby Gasener-SRL purchased 100% of the issued and outstanding shares of Madelena Ventures International, Inc. held by the company for cash consideration of USD 20,000; and eight, consider and if thought fit, to pass a special resolution, the full text of which is set forth in the information circular approving the change of the name of the company from Centaurus Energy, Inc. to Layer One Inc. Further information and background for this meeting generally and the resolution specifically can be found in the management information proxy circular dated January 24, 2025, which was mailed to shareholders and filed on the company's SEDAR+ profile and posted to the company's website in advance of this meeting. As this meeting will be conducted virtually, please ensure that your microphones are muted. Someone is not right now, so I'd appreciate -- thank you and unless you're called up by the Chair, myself. I will begin with the appointment of the scrutineer. With the consent of this meeting, I will ask Paul Bedard of Odyssey Trust Company to act as Scrutineer for this meeting. If anyone has not yet registered with the Scrutineer and would like, I would ask them to please unmute their mic now and register. I'll move on. A quorum at any meeting of shareholders shall be persons present not being less than 2 in number and holding or representing not less than 5% of the shares entitled to be voted at the meeting. I am advised by the Scrutineer that a quorum is present. I've asked the Scrutineer to provide the Secretary of the meeting with the formal report on attendance and ask that such report be attached to the minutes of this meeting. Before commencing the business of the meeting, I would like to comment on voting procedures. Each holder of outstanding common shares of the company is entitled to cast the number of votes equal to the number of whole common shares held by such holder as of January 13, 2025, the record date for this meeting. In order to ensure that the meeting covers the required business in an efficient manner, we have prearranged with shareholders and proxy holders to move and to second certain of the motions of business. This in no way is intended to discourage any other individuals from making or seconding motions or to discourage any comments or questions from the floor. On the contrary, should any shareholder or proxy holder wish to speak on any matter, please do so. In that regard, I would ask the shareholders or proxy holders who would like to speak, to use the "raise hand" function and I will call upon them. To activate the "raise hand," click on the icon label participants at the bottom center of your screen, at the bottom of the window on the right side of the screen, click the button labeled "raise hand." Your digital hand will be raised. When called upon, please unmute yourself and identify yourself by stating your name prior to speaking. Once you're done speaking, please lower your digital hand by clicking the "raise hand" button again. Unless a ballot is requested, I ask that when a vote is requested, shareholders or designated proxy holders do so by unmuting themselves when called upon and state their vote. We have IT support on this call. Please let me know if there are any technical difficulties and we can offer support in real time. Only registered shareholders present in person or representatives of registered shareholders are entitled to vote. The only persons who may move motions, ask questions, speak, vote or to take any other action at this meeting are registered shareholders, authorized representatives of registered shareholders or proxy holders for registered shareholders of record. The business to be transacted at the meeting is set out in the notice calling for the meeting, the procedures to be followed at this meeting will be governed by the Alberta Business Corporations Act, the company's bylaws and the rules of order usually followed for meetings of shareholders of a corporation. The formal part of this meeting will be dealt with initially. After the meeting, we will open the floor to questions for management from shareholders. I have received a declaration prepared by Ivana Farkas of Odyssey, who has joined us indicating that the notice calling this meeting with accompanying information circular and formal proxy were mailed or delivered to shareholders on February 5, 2025. Those materials were also filed on the company's SEDAR+ profile and posted to the company's website the same day. Accordingly, with the consent of the meeting, the reading of the Notice of Meeting will be dispensed with, and I request the Secretary to keep a copy of the Notice of meeting and proof of service with the minutes of this meeting. With due notice having been given and a quorum being present, I declare that the Special and Annual General Meeting of Shareholders of Centaurus Energy has been duly called and is properly constituted for the transaction of business. As the first matter of formal business, I table at this meeting the financial statements of the company for the fiscal year ended December 31, 2022, and the fiscal year ended December 31, 2023, together with the report of the auditors thereon. With the consent of the meeting, the reading of such statements and reports will be dispensed with. I do not propose to ask shareholders to approve the financial statements tabled. However, I'll be pleased to receive any questions concerning the financial statements after the formal part of the meeting has terminated. For the next item of business, we are seeking shareholder approval fixing the number of directors to be elected and to hold office until the next Annual General Meeting or until their successors are elected or appointed at 3. I will ask Williams Schubin to move and Elliott Schubin to second the resolution to fix the number of directors at 3.

Mr. Chairman, my name is William Schubin. I'm a shareholder of Centaurus Energy, Inc., and I move that the ordinary resolution to authorize the fixing of the number of directors be approved.

Mr. Chairman, my name is Elliot Schubin. I'm a shareholder of Centaurus Energy, Inc. and I second the motion.

The motion is now open for discussion. You've all heard the motion. Not hearing any further discussion, we'll proceed with the vote. As the management proxy holders, I will start by saying 103,430 proxy votes have been cast for the resolution and 8,640 have been cast against the resolution. All those in favor of the motion, please use the "raise hand" button and I will call upon you to cast your vote. Not seeing any hands raised. Paul, is that okay if we have no hands raised?

Yes, we go ahead, David. Elliot and William are good.

Excellent. I declare the resolution carried and the number of directors fixed at 3. We will now proceed with the election of directors. I will now received nominations for the election of 3 directors from Elliott Schubin.

Mr. Chairman, my name is Elliot Schubin. I'm a shareholder of Centaurus Energy, Inc., and I nominate the following individuals for elections as Directors of Centaurus Energy Inc. to hold office until the close of the next Annual Meeting of Shareholders or until their successors are elected or appointed: David D. Tawil, Steven Balsam, William Schubin.

Are there any further nominations? Hearing none, seeing no hands, I shall with the consent of the meeting now declare the nomination closed. I'll ask William Schubin to move and Elliot Schubin to second the resolution to elect those nominated as directors.

Mr. Chairman, my name is William Schubin. I'm a shareholder of Centaurus Energy, Inc., and I move that the ordinary resolution to authorize the election of those nominated as directors be approved.

Mr. Chairman, my name is Elliot Schubin. I'm a shareholder of Centaurus Energy, Inc., and I second the motion.

You've heard the motion. And if there is no discussion, we will proceed with the vote. As the management proxy holders, I will start by saying that 110,896 proxy votes have been cast for David Tawil and 1,178 have been withheld. 112,044 votes have been cast for Steven Balsam, and 30 have been withheld. 112,033 votes have been cast for Williams Schubin and 41 have been withheld. Unless otherwise requested, we will carry the vote of the nominees as one vote. All those in favor of the motion, please use the "raise hand" button, and I'll call upon you to cast your vote. Having seen no hands, all those opposed to the motion, please use the "raise hand" button and I'll call upon you to cast your vote. Having seen no hands, I declare the resolution carried and those nominated to be duly elected Directors of Centaurus Energy Inc. to hold office until the close of the next Annual Meeting of Shareholders or until their successors are elected or appointed. The next item of business is the reappointment of Gallo LLP, Chartered Professional Accountants as the company's auditors for the ensuing fiscal year at a remuneration to be fixed by the directors. I will ask William Schubin to move and all Elliot Schubin to second the resolution of reappointing the auditors for the current year.

Mr. Chairman, my name is William Schubin. I'm a shareholder of Centaurus Energy, Inc., and I move Gallo LLP, Chartered Professional Accountants as the company's auditors for the ensuing fiscal year at a remuneration to be fixed by the directors.

Mr. Chairman, my name is Elliot Schubin. I'm a shareholder of Centaurus Energy, Inc., and I second the motion.

You've heard the motion and if there is no discussion, we'll proceed to the vote. As a management and proxy holders, I will start by stating that 112,005 proxy votes have been cast for the auditor and 69 have been withheld. All those in favor of the motion, please use the "raise hand" button, and I will call upon you to cast your vote. I see no hands. All those opposed to the motion, please use the "raise hand" buttons and I will call upon you to cast your vote. Having seen no hands, I declare the resolution carried and Gallo LLP, Chartered Professional Accounts to be appointed as the company's auditors for the ensuing fiscal year at a remuneration to be fixed by the directors. The next order of business is seeking shareholder approval for the adoption of a new stock option plan, as more particularly described in the information circular. The full text of the resolution can be found on Page 30 of the information circular. The full text of the stock option plan can also be found attached to the Schedule B be of the information circular. The proposed resolution requires the approval of a majority of the votes cast by shareholders of voting shares in the capital of the company that carry the right to vote. I will ask William Schubin to move and Elliot Schubin to second the resolution approving the stock option plan.

Mr. Chairman, my name is William Schubin. I'm a shareholder of Centaurus Energy, Inc., and I move to approve the stock option plan.

Mr. Chairman, my name is Elliot Schubin. I am a shareholder of Centaurus Energy, Inc., and I second the motion.

You have heard the motion and if there is no discussion, we will proceed with the vote. As the appointed management proxy holder, I will start by stating that 104,410 proxy votes have been cast for the resolution and 7,664 have been cast against. All those in favor of the motion, please use the "raise hand" and I'll call upon you to cast your vote. Seeing no hands, I will call on those oppose the motion to please use the "raise button," and I'll call you to cast your vote. Seeing no hands, I declare the resolution carried and the stock option plan approved. The next order of business is seeking shareholder approval for the change of business of the company. From a Tier 2 Oil and Gas Issuer to a Tier 2 Investment Issuer pursuant to Policy 5.2 entitled Changes of Business and Reverse Takeovers of the TSX Venture Exchange. All as more particularly described in the information circular. The full text of the resolution can be found attached to Schedule C of the information circular. The proposed resolution requires the approval of a majority of the votes cast by shareholders of voting shares in the capital of the company that carry the right to vote. I will ask William Schubin to move and Elliot Schubin to second the resolution approving the change of business.

Mr. Chairman, my name is William Schubin. I'm a shareholder of Centaurus Energy, Inc., and I move to approve the change of business.

Mr. Chairman, my name is Elliot Schubin. I am a shareholder of Centaurus Energy, Inc., and I second the motion.

You've heard the motion. And if there is no discussion, we will proceed with the vote. As the appointed management proxy holder, I will start by saying that 112,045 proxy votes have been cast for the resolution and 29 have been cast against. All those in favor of the motion, please use the "raise hand" button and I will call upon you to cast your vote. Seeing no hands, I will ask that all those opposed to the motion, please use the "raise hand" button, and I'll call upon you to cast your vote. Seeing no hands, I declare the resolution carried and the change of business approved. The next order of business is seeking shareholder approval for retroactively approving a share purchase transaction, which occurred on February 7, 2023, entered into between the company and Gasener SRL, whereby Gasener SRL purchased 100% of the issued and outstanding shares of Madelena Ventures, Inc. held by the company for cash consideration of USD 20,000. The full text of the resolution can be found attached to Schedule D of the information circular. The proposed special resolution requires the approval of 2/3 of votes cast by the shareholders of voting shares in the capital of the company that carry the right to vote. I'll ask William Schubin to move and Elliot Schubin to second the resolution approving the change of business.

Mr. Chairman, my name is William Schubin. I am a shareholder of Centaurus Energy Inc., and I move to approve the Gasener transaction.

Mr. Chairman, my name is Elliot Schubin and I'm a shareholder of Centaurus Energy Inc., and I second the motion.

You've heard the motion. And if there is no discussion, we will proceed to vote. As the appointed management proxy holder, I'll start by stating that 112,014 proxy votes have been cast for resolution and 60 have been cast against. All those in favor of the motion, please use the "raise hand" button, and I will call upon you to cast your vote. Seeing no hands, all those oppose, please use the "raise hand" button and I'll call upon you to cast your vote. Seeing no hands raised, I declare the resolution carried and the approval of the Gasener transaction. The next order of business is seeking shareholder approval for the change of name of the company from Centaurus Energy, Inc. to Layer One Inc. The full text of the resolution can be found attached to Schedule E -- as Scheduled E of the information circular. The proposed resolution requires the approval of 2/3 of the votes cast by shareholders voting shares in the capital of the company that carry the right to vote. I'll ask William Schubin to move and Elliot Schubin to second the resolution approving the change of business.

Mr. Chairman, my name is William Schubin. I'm a shareholder of Centaurus Energy, Inc., and I move to approve the name change.

Mr. Chairman, my name is Elliot Schubin, and I'm a shareholder of Centaurus Energy, Inc., and I second the motion.

You've heard the motion and if there is no discussion, we'll proceed to the vote. As the appointed management proxy holder, I will start by stating that 104,443 proxy votes have been cast for resolution, and 7,631 have been cast against. All those in favor of the motion, please use the "raise hand" button, and I'll call upon you to cast your vote. Seeing no hands, I will ask that all those opposed to the motion, please use the "raise hand" button and I will call upon you to cast your vote. Seeing no hands, I declare the resolution carried and the approval of the name change. Unless there is any other formal business to be considered, I would now entertain a motion to terminate the meeting.

Mr. Chairman, my name is William Schubin, I'm a shareholder of Centaurus Energy Inc., and I move that the meeting be terminated.

Mr. Chairman, my name is Elliot Schubin, I'm a shareholder of Centaurus Energy, Inc., and I second the motion.

You have heard the motion. And if there is no discussion, we will proceed with the vote. All those in favor of the motion, please use the "raise hand" button and I'll call you to cast your vote. Any anyone opposed to the motion, please use the "raise hand" button and I'll call upon you to cast your vote. I declare the motion carried and the meeting adjourned and terminated. Thank you all. We will now open the floor to any questions from shareholders. Please go ahead and use the "raise hand" function in order to ask questions of management. Seeing no hands raised, I will go ahead and terminate this Zoom session. I thank you all for your time and participation, and we will see you at the next Annual Shareholder Meeting. Thank you all.