Frontera Energy Corporation (FEC) Earnings Call Transcript & Summary

Good morning, and welcome to the Annual Meeting of Shareholders of Frontera Energy Corporation. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Mr. Orlando Cabrales Segovia, Chief Executive Officer and Director of Frontera. Orlando, the floor is yours.

Good morning, everyone, and welcome. My name is Orlando Cabrales Segovia, and I am the Chief Executive Officer and Director of Frontera. In accordance with the company's articles, I will be acting as Chairman of today's meeting. We will now proceed with the formal portion of today's meeting. To expedite the formal part of the meeting, I will move and second all motions. I appoint Alejandra Bonilla, General Counsel and Secretary of the company, to act as Secretary for the meeting and record the proceedings. I would like to ask the Secretary to provide certain details of the meeting.

Thank you, Orlando. Good morning. My name is Alejandra Bonilla, and I will act as Secretary of the meeting. This meeting of shareholders is called pursuant to the notice of meeting dated April 4, 2024. We are constituting this meeting as an Annual Meeting of the Shareholders of Frontera Energy Corporation. Unless there is any objection, I will dispense with the reading of the notice of the meeting. Copies of the management information circular and other meeting materials are available under the company's profile on the SEDAR website. As this meeting is being held virtually via live audio webcast, it is necessary to set out a few guidelines for the orderly conduct of the meeting. Please note that this meeting is being recorded. Questions in respect of a motion can be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging service of the virtual interface we're using to host today's meeting. Please note that there will be a slight delay in the publication of the communications received. When asking a question, please indicate your name and which entity you represent, if any. Questions will generally appear shortly after they are submitted but will only be addressed during the question period at the end of the meeting, provided that questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting. For purposes of the meeting today, voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all business items. Note that in connection with the meeting today, the company has waived the original deadline of 10:00 a.m. on May 21, 2024, for the deposited proxies and established a new deadline of 5:00 p.m. on May 22, 2024, for all proxies. When you are asked to vote, you will receive a message on the virtual interface we're using to host today's meeting requesting that you register your vote. You will only have a certain amount of time to do so when the polls are open. The Chairman has appointed Computershare Trust Company of Canada represented by Hasib Iftekhar as scrutineers for the meeting. As Secretary, I confirm that notice of this meeting was duly given in accordance with the British Columbia Business Corporations Act and the company's article, and that a quorum of shareholders as prescribed by the company's articles is present in person or represented by proxy. Therefore, this meeting is properly constituted for the transaction of such business as may be properly brought before it. Our transfer agent, Computershare Trust Company of Canada has attested to the proper mailing of the notice calling this meeting. There has been filed with me proof of evidence of such mailing provided by the company's transfer agent. The Chairman has directed that a copy of such proof of service be annexed to the minutes of this meeting as a schedule. I also note that the report of the scrutineer indicates that a sufficient number of proxies in favor of all motions have been lodged with the scrutineer, and therefore, all proposed resolutions will be passed. The Chairman has directed that a formal report be annexed to the minutes of this meeting as a schedule.

Notice having been properly given and a quorum being present, I declare the meeting to be regularly called and the meeting will now come to order. The first item of business is the presentation of the audited consolidated financial statements of the company for the fiscal period ended December 31, 2023, together with the auditor's report to the shareholders thereon. Copies of such documents have been mailed to the shareholders who requested such statements, and it is not proposed to read them to the meeting. The second item of business is setting the number of directors at 6. The articles of the company provide that the number of directors is to be fixed by an ordinary resolution of the shareholders. The directors recommend that the number of directors to be fixed at 6. I move and second a motion to fix the number of directors at 6. The next item of business is the election of directors. The following 6 individuals have been nominated for election as directors of the company for the ensuing year: Gabriel de Alba, Luis Fernando Alarcón Mantilla, Ellis Armstrong, Orlando Cabrales Segovia, Russell Ford, and Veronique Giry. Each of the persons nominated has confirmed that he or she is prepared to serve as a director. The company has not received advanced notice in accordance with the company's advanced notice policy of any other nominations. Accordingly, I declare nominations closed. Since there are no other nominations, I move and second a motion to elect the directors. The next item of business is the appointment of auditors. Ernst & Young LLP has been proposed for reappointment as auditors of the company to hold office until the next Annual Meeting of Shareholders at a remuneration to be fixed by the Board of Directors of the company. I move and second that Ernst & Young LLP be appointed auditors of the company until the next Annual Meeting of Shareholders at a remuneration to be fixed by the Board of Directors of the company. As we mentioned, voting today will be conducted by electronic ballot. I will now ask that the balloting be opened to registered holders and appointed proxy holders.

The polls are now open, and at this point, all registered shareholders and proxy holders who have properly lodged in with their control numbers and wish to vote will be able to see the instructions and all motions being brought forth at this meeting. For the motion to set the number of directors at 6, please register your vote by accessing the voting tab and selecting the for or against button next to the motion. For the motions to: one, elect the proposed directors; and two, appoint the company's auditors and authorize the Board to fix their remuneration, please register your vote by accessing the voting tab and selecting the for or withhold button next to the name of each proposed director and next to the resolution with respect to the appointment of Ernst & Young LLP as the company's auditors. We will provide registered shareholders and duly appointed proxy holders approximately 1 more minute to complete the electronic ballot. [Voting]

Once the electronic balloting closes, your vote will automatically be submitted. The polls are now closed.

I have been advised by the scrutineers and the ballots -- that the ballots and proxies deposited for the meeting have been voted in favor of each of the resolutions. Accordingly, I declare each motion and resolution carried. I direct that the results of the polls be included with the minutes of this meeting and that the final results of the voting be announced in a press release in accordance with the policies of the TSX and filed on SEDAR. The formal items of business as set out in the notice of meeting have now been dealt with. I move and second that this meeting now terminate. As there is no further business to come before the meeting, I declare the formal part of the meeting to be concluded. I will now turn the meeting over to Alejandra Bonilla for our question-and-answer period.

[Operator Instructions] There are no questions at this time. Should you have any questions, please e-mail [email protected]. This concludes the call. Thank you all for participating.