Kelt Exploration Ltd. (KEL) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen. Welcome to the meeting of the shareholders of Kelt Exploration Ltd. My name is David Wilson, and I'm the President, Chief Executive Officer and a director of Kelt Exploration Ltd., and I will assume the position of Chairman for this meeting. In order to ensure that the meeting covers the required business in an efficient manner, we have prearranged with designated shareholders or proxy holders to move and to second the motions of business. Meeting will now come to order. And if there are no objections, I shall ask Louise Lee to act as recording secretary of the meeting; and Gail Hibbs of Odyssey Trust Company to act as scrutineer of the meeting. I shall now request the secretary to table proof of mailing of the notice of meeting, instrument of proxy, management information circular and accompanying documents to the registered shareholders of the corporation, to direct a copy of the proof of mailing, together with copies of the documents mailed to shareholders to be kept by the secretary, with the records of this meeting. The bylaws of the corporation provide that 2 persons present and holding or representing by proxy at least 5% of the shares entitled to vote at the meeting shall constitute a quorum for purposes of a meeting of shareholders. The scrutineer's report has now been received, and it shows that there are personally present at the meeting 2 shareholders holding or representing in person and by proxy 114,993,830 shares or 61.23% of the issued and outstanding shares of the corporation. I now declare that the meeting is regularly called and properly constituted for the transaction of business. To my knowledge, the decision of the meeting will be in favor of each resolution to be considered. And unless a shareholder or proxy holder demands a ballot in respect of voting on any specific resolution, I propose to conduct each vote by a show of hands. The exception is the resolution in respect of the election of directors which will be conducted by ballot. The first item of business is the presentation of the auditor's report and the financial statements of the corporation for the year ended December 31, 2019. Copies of the foregoing were mailed to each registered shareholder. I shall now request a motion to dispense with the reading of the auditor's report and financial statements of the corporation for the year ended December 31, 2019.

I move that the reading of the auditor's report and the financial statements of Kelt Exploration Ltd. for the year ended December 31, 2019 be dispensed with.

I second the motion.

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

Opposed, if any? [Voting]

Carried. The next item of business is to fix the number of directors to be elected at the meeting at 6.

I move that the Board of Directors of the corporation shall be fixed at 6 members.

I second the motion.

You have heard the resolution. All in favor, signify in the usual manner by raising your right hand. [Voting]

Opposed, if any? [Voting]

Carried. The next item of business is the election of the Board of Directors.

I nominate Robert J. Dales, Geraldine L. Greenall, William C. Guinan, Michael R. Shea, Neil G. Sinclair, David J. Wilson for election as directors of the corporation to hold office for the ensuing year.

Are there any other nominations? I now declare the nominations closed. Could we have a motion regarding the election of directors?

I move that each of the following nominees, Robert J. Dales, Geraldine L. Greenall, William C. Guinan, Michael R. Shea, Neil G. Sinclair and David J. Wilson be hereby elected as directors of the corporation to hold office until the next annual meeting of shareholders or until their successor is duly elected or appointed.

I second the motion.

Pursuant to the policies of the Toronto Stock Exchange, each nominee will be elected to the Board of Directors by a separate vote. Shareholders in attendance have been provided with a ballot with respect to the election of each nominee to the Board of Directors of the corporation. I declare that the election of each of Robert J. Dales, Geraldine L. Greenall, William C. Guinan, Michael R. Shea, Neil G. Sinclair and David J. Wilson as duly elected directors of the corporation has been duly passed. Any shareholder who's interested in the exact number of votes cast for or withheld for each director, particulars may be obtained from the secretary of the meeting. I direct that the scrutineer's report be annexed to the minutes of this meeting as a schedule. The next item of business is the appointment of auditors. Could we have a motion with regard to the appointment of the auditors until the next annual meeting?

I move that PricewaterhouseCoopers LLP and are hereby appointed as auditors of the corporation until the next annual meeting or until a successor is appointed, that the remuneration be fixed by the Board of Directors.

I second the motion.

You have heard the resolution. All in favor, signify in the usual manner by raising your right hand. [Voting]

Opposed, if any? [Voting]

Carried. There's no further business to be brought before the meeting. I would ask for a motion to terminate the meeting.

I move that the meeting be terminated.

I second the motion.

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

Opposed, if any? [Voting]

Carried. I declare the meeting terminated. So I think we're going to open -- if there's any questions, you're able to type them in to the webcast. And if there are any, we'd repeat them and answer them over the webcast. Yes. I think that concludes the meeting. We don't see any questions. So thanks for attending.