Geodrill Limited (GEO) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. Thank you for standing by, and welcome to Geodrill's 2019 Annual and Special Meeting. [Operator Instructions] I would like to remind everyone that this conference call is being recorded on Wednesday, May 13, at 10 a.m. Eastern Daylight Time and is being broadcast live via the Internet. I will now turn the call over to the Chairman of Geodrill Limited, Mr. John Bingham.

Good morning. And welcome to the Annual Meeting of Shareholders of Geodrill Limited. My name is John Bingham, and I'm the Chairman of the Board of Directors of the company. Following the meeting, there will be a separate dial-in where Dave Harper, the President and Chief Executive Officer and a director of the company; and Greg Borsk, the Chief Financial Officer of the company, will give a presentation, details of which were provided in the notice dated April 30, 2020. With the consent of the meeting, I will preside as the Chairman. Aside from annual meeting business, we have 2 matters of special business to conduct today. The first of these is the approval for the company to purchase its outstanding ordinary shares; and secondly, the reapproval of the company's stock option plan, each as described in our management information circular dated April 9, 2020. I now call the meeting to order. With the consent of the meeting, Victoria Prentice of Geodrill will act as secretary. For the purpose of this meeting, Victoria Prentice of Geodrill has been appointed as scrutineer, firstly, to report on the shareholders present in person or by proxy and the number of shares represented in person or by proxy at this meeting; and secondly, to compute the votes of any polls taken at this meeting. If anyone has not yet registered with the scrutineer, please do so now. Voting for the election of the directors of the company, the approval of the company to purchase its own ordinary shares and the reapproval of the company's stock option plan will be voted on by way of ballot. Voting on all other items of business at this meeting will be held by a show of hands. If you're entitled to vote in person at this meeting and have not yet completed your ballot, please raise your hand and the scrutineer will provide you with a ballot. Note that only proxyholders and registered shareholders who have not yet filed a proxy need to complete a ballot. If you have filed your proxy and have not revoked it, there is no need for you to cast a ballot. On April 9, 2020, the notice calling this meeting and the accompanying documentation, including the circular and form of proxy, were mailed to shareholders. On April 20, 2020, the company issued an amended notice changing the venue of the meeting. The declarations as to such mailing are available for inspection. I will, therefore, dispense with the reading of the notice and ask the secretary to append the declarations as a schedule to the minutes of this meeting. I have been advised there is a quorum of shareholders of the company present, and I, therefore, declare the meeting is properly constituted for the transaction of business. I direct the scrutineer's report be annexed to the minutes of the meeting. Proper notice of the meeting having been given and a quorum of shareholders being present, I declare that this meeting is duly constituted for the transaction of business. As the first item of business, I present the audited consolidated financial statements of the company for the year ended December 31, 2019 and 2018, together with the auditor's report thereon. Copies of such documents have been mailed to the shareholders who have requested them and are available under the company's SEDAR profile. I do not propose to read them to the meeting. The next item of business is the reappointment of auditors for the ensuing year and authorizing the directors to fix their remuneration. I would ask someone to move the following resolution: be it resolved that PricewaterhouseCoopers LLP chartered professional accountants be appointed auditors of the company to hold office until the close of the next annual meeting of the shareholders of the company at such remuneration as may be fixed by the directors of the company and the directors be and they are hereby authorized to fix such remuneration.

I so move.

May I have the motion seconded?

I second the motion.

Thank you. All shareholders who are now in favor of the resolution, please so signify by raising their hand. [Voting]

Thank you. Contrary, if any? [Voting]

I declare the resolution carried. The election of directors. For the election of the directors of the company for the ensuing year, management nominates each of the -- Dave Harper, John Bingham, Ron Sellwood and Johnny Ciampi as directors for the ensuing year or until their successors are elected or appointed. Are there any further nominations? I declare the nominations closed, and I would ask someone to move the following resolution: be it resolved that each of Dave Harper, John Bingham, Ronald Sellwood and Johnny Ciampi are hereby elected as directors of the company to hold office until the close of business of the next annual meeting of shareholders of the company or until their successors are elected or appointed.

I so move.

May I have the motion seconded?

I second the motion.

Thank you. The company's majority voting policy requires the number of shares voted in favor or withheld for each director be recorded. I, therefore, direct that the vote be conducted by web ballot, and I ask the secretary to give instructions for use of the ballot, if any ballots have not been collected.

All ballots have been completed and collected. I will provide the Chairman with the scrutineer's report on the motion.

I have been advised by the scrutineer that a majority of the votes have been cast to elect each of the directors nominated. I declare the motion carried. I ask the secretary to append the final scrutineer's report on the motion as a schedule to the minutes of the meeting. The next item of business is the approval for the company to purchase its outstanding ordinary shares in the manner as described in our management information circular. I would ask someone to move the resolution set forth in Schedule A of our management information circular dated April 9, 2020.

I so move.

May I have the motion seconded?

I second the motion.

The company's revised articles of association requires that the proposed resolution must be passed by 75% of the voting shareholders. I direct that the vote to be conducted by web ballot, and I ask the secretary to give instructions for use of the ballot, if any ballots have not been collected.

All ballots have been completed and collected. I will provide the Chairman with the scrutineer's report on the motion.

I have been advised by the scrutineer that 75% of the votes have been cast in favor of the resolution. I declare the motion carried. I ask the secretary to append the final scrutineer's report on the motion as a schedule to the minutes of the meeting. The next item of business is the reapproval of the stock option plan. I would ask someone to move the resolution set forth in Schedule C of our management information circular dated April 9, 2020.

I so move.

May I have the motion seconded?

I second the motion.

I declare that the vote be conducted by way of ballot, and I ask the secretary to give instructions for use of the ballot, if any ballots have not been collected.

All ballots have been completed and collected. I will provide the Chairman with the scrutineer's report on the motion.

I have been advised by the scrutineer that a majority of the votes have been cast in favor of the reapproval of the stock option plan. I declare the motion carried. I ask the secretary to append the final scrutineer's report on the motion as a schedule to the minutes of the meeting. Unless there is any further business to come before the meeting, that concludes the formal business of the meeting. Thank you for attending. And I would now ask for a motion to conclude the business of this meeting.

I so move.

May I have the motion seconded?

I second the motion.

All shareholders who are in favor, please so signify by raising their hand. [Voting]

Contrary, if any? [Voting]

I declare the motion carried and the business of this meeting is concluded. Dave Harper, the President and Chief Executive Officer and a director of Geodrill; and Greg Borsk, the Chief Financial Officer of Geodrill, will separately make a presentation and address questions of shareholders, details as provided in the notice April 30, 2020. Thank you.

This concludes Geodrill's 2019 Annual and Special Meeting. Thank you.