PetroTal Corp. (TAL) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for taking the time to join the PetroTal Annual Shareholder Meeting. I will now hand over to the Chairman of the Board, Mark McComiskey, to go through the formal business of the meeting. Please take it away, Mark.

Thanks very much. Good morning, everyone. On behalf of the Board of Directors of PetroTal, it's my pleasure to welcome you to the annual meeting of the shareholders of PetroTal Corp. The Board and management very much appreciate your interest in the company and your attendance today. My name, as was stated, is Mark McComiskey, and as the Chairperson of the Board of PetroTal, I'll be acting as the Chair of this meeting today. I'd also like to introduce the members of the executive team that are in attendance at today's meeting. Our President and Chief Executive Officer, Manuel Zuniga; and our EVP and Chief Financial Officer, Douglas Urch. We welcome all of those who are in attendance, shareholders or not. But just as a reminder, only shareholders or proxy holders of shareholders of PetroTal are entitled to take an active part in the form of business of the meeting today. This meeting is being held, obviously, in a hybrid format with most participants attending by webinar. Those of you who, therefore, are attending by webinar, who wish to ask a question or provide any commentary, which you are invited to do, can do so using Houston messaging feature on the webcast interface at any time during the meeting. [Operator Instructions] There's a slight delay between hitting the submit button and the publication of the communications being received, but your question or comment will be received, and we've set aside some dedicated time at various stages as we move through the agenda today to allow questions to be submitted and to ensure that they responded to. Please provide your name in the entity you represent, when you submit the question, so that we can confirm that you are a registered shareholder or proxy holder entitled to participate in the meeting. [Operator Instructions] With that set of introductory remarks out of the way, we'll move on to the formal business of the meeting. For the benefit of everybody's knowledge, the meeting today will be recorded and made available for future reference in PetroTal's website. And so with all of that, I'll now call the PetroTal Annual General and Special Meeting to order. First order of business is the appointment of the secretary and scrutineers. Suzanne Ferguson of Cornerstone Governance Corporation is in attendance today, and I appointed her to act as Secretary of the meeting. And Dan Marz of Computershare Trust Company of Canada, PetroTal's transfer agent is also in attendance today, and I appoint him to act as scrutineer for the meeting. The notice calling this meeting, the form of the proxy and the management information circular that's dated August 3, 2022, in respect to this meeting were provided to shareholders pursuant to the notice-and-access provisions of National Instrument 54-101 and has been filed on SEDAR. I'd asked that many -- that the affidavit proving the due mailing of the notice and access to notification be filed with the records of the meeting. The scrutineer has provided me with a preliminary report and attendance, and the count indicates that 52 shareholders are present or represented by proxy, representing 278,171,037 common shares. Consequently, 32.65% of the common shares outstanding are currently represented at the meeting. I, therefore, declare that a quorum is present and that this meeting is properly constituted for the transaction of business. A copy of the scrutineers' report will be filed with the records of the meeting. As proper notice of this meeting has been given and a quorum is present, I declare this meeting to be duly constituted for the transaction of business. In order to have the meeting to proceed efficiently, we have shareholders of PetroTal to move and second the motions to be put before the meeting. For the purposes of the meeting today, voting on all matters will be conducted by ballot. Proxies launched before this meeting allow management of the company to cast a significant number of votes. Based on the number of shares represented at this meeting, the members of management here with me today are able to determine the outcome of all the motions that will go to a vote today. And I, therefore, declare that all the motions, which will go to a vote today will be carried even though all the votes may not have been counted in the final report may not yet be available. At this point, we'll open the floor to answer questions from registered shareholders or duly appointed proxy holders about any of the mechanisms that I've just described. Can I ask if there are any questions or comments that are being received?

Mark, there's no questions as far relating to the formal business of the meeting.

All right. Then with no questions received, we'll continue with the meeting. The item of business related to the financial statements and auditors report. And so we have received the annual financial statements of the company and the auditor's report for the year ended December 31, 2021. The annual financial statements of the company and the auditor's report were also made available to shareholders in accordance with securities law requirements together with the Notice of this Meeting. And I request the secretary to file a copy of the annual financial statements and auditor's report with the minutes of this meeting. Now the next item to be acted upon is the fixing of the number of directors for [ election ] of the meeting. The company that believes that fixing the number of directors at 7 is appropriate to provide a significant range and depth of expertise and to meet all corporate governance requirements. I would request a motion with the number of directors for the ensuing year be set to 7.

I move that the number of directors for the ensuing year be fixed at 7.

I second the motion.

Thank you very much. The report and the ballot for this item of business has now been received. In accordance with that report, I declare the motion carried. Now the next item of business, having established a number of directors is the election of the Board of Directors for the ensuing year. I'd like to introduce the directors, in addition to myself, standing for election to the Board. We have Manuel Zuniga, Eleanor Barker, Gavin Wilson, Roger Tucker, Luis Carranza and John Harris. At this time, I would like to thank the Board for their continued support and guidance in the affairs of the company and would like to open the meeting for nominations of directors to serve in the following year.

I nominate Mark McComiskey, Manuel Zuniga, Gavin Wilson, Eleanor Barker, Roger Tucker, Luis Carranza and John Harris to be elected as Directors of the company to hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed.

Thank you again. Are there any further nominations, please? We'll pause now just to give people a chance to respond. Might I ask if there's been any response to that question?

No responses to that question.

Right then. Having received no further nominations, I declare nominations closed. Since the number of nominees does not exceed the number of directors to be elected by the shareholders, I request a motion that the nominees be elected as Directors of the company to hold office until the next annual meeting of shareholders or until their successors are elected or appointed, unless their office is vacated earlier in accordance with the company's bylaws.

I so move.

I second the motion.

Thank you very much. The report on the ballot for this item of business has now been received in accordance with that report, I declare the motion carried. At this point, again, we'll open up the floor to answer questions from registered shareholders or proxy holders.

Thank you, Mark. There are no questions currently logged on the system, but perhaps let's give it 30 seconds.

While we're waiting, I'd like to express on behalf of the management team and the rest of the Board our thanks to our 2 departing directors, Ryan Ellson and Gary Guidry, who's done a wonderful job in helping guide the company during their tenures on the Board. We're sorry to see them go, but delighted with the new directors that are taking their seats. Were there any questions?

No questions relating to the formal business of the meeting, Mark, no.

All right. Great. Appointment of auditors is the next matter to be acted upon. I would request a motion that Deloitte LLP be appointed auditors of the company to hold office until the close of the next Annual Meeting of Shareholders and at such remuneration shall be fixed by the Board of Directors.

I so move.

I second the motion.

Thank you. The report on the ballot for this item of business has now been received. In accordance with that report, I declare the motion carried. We move on to the ratification and approval of the company's stock option plan. I would request a motion that the stock option plan be approved in the manner set forth in the information circular that was dated August 3, 2022.

I move that the shareholders approve PetroTal's stock option plan in the form of resolution set forth on Page 10 of the information circular previously made available to PetroTal shareholders in connection with this meeting.

I second the motion.

Thank you. The report on the ballot for this item the business has been received. And in accordance with that report, I declare the motion carried. At this point, we'll pause again to make a question time available to shareholders or proxy holders.

No questions as such, Mark.

Okay. That brings us pretty much to the end of the official business of this meeting. Is there any other formal business to be properly brought before this meeting? All right. Any suggestions or items that have been taken? Sorry, I'm just asking if any new business has been proposed? I'll take that as a no. As there are no further questions or any questions, business -- or new business to come before the meeting, I declare that today's meeting is hereby terminated. Again, on behalf of management's directors and the employees of the company, I'd like to thank everyone for attending the meeting. We appreciate the support of our shareholders, look forward to working to create value for all of you over the course of the year and again, to your attendance next year.