Petrus Resources Ltd. (PRQ) Earnings Call Transcript & Summary

Welcome to the Annual General and Special Meeting of Shareholders of Petrus Resources Limited. Please be advised there will not be any managed presentation as part of this AGM. The meeting will now come to order. My name is Ken Gray, and I'm the President of Petrus. I will act as Chairman of the meeting. In order to attempt to deal with the formal portion of the meeting as efficient as possible, we have prearranged with designated shareholders to move motions. This is in no way intended to discourage any comments, questions or discussion on any motion. Jeff Oke of BDP will act as Secretary of the meeting and the representative of Odyssey Trust Company, [ Nazim ], our transfer agent will act as scrutineer. I received the declaration from Odyssey with respect to the due mailing of the proxy materials and the 2022 audited financial statements of the company where required. The reading of the notice of meeting will be dispensed with. In accordance with the bylaws of the company, business may be transacted at the meeting if there are not less than 2 persons present or representing by proxy, not less than 25% of the shares entitled to be voted at the meeting. The scrutineers' report shows that a quorum is present. I now declare that the meeting is regularly called and properly constituted for the transaction of business. To my knowledge, each resolution to be considered today will be passed by the proxies deposited in advance of the meeting. Voting in respect of the election of directors and in respect of the reduction in the stated capital of the common shares will be by ballot. Voting in respect of fixing the number of directors and the appointment of auditors of the company will be by show of hands. Any registered shareholders and holders of valid proxies were given a ballot when they registered with Odyssey at the entrance. We would like to collect all remaining ballots at this time. If you have not returned your ballots, please raise your hand so that the scrutineers can collect them now. The first item of business is the presentation of the audited financial statements for the year ended December 31, 2022. A vote on the financial statements is not required, or proposed. Copies of the financial statements are available to shareholders upon request. The next item of business is to fix the number of directors of the company to be elected at the meeting.

I move that the number of directors to be elected at the meeting to be fixed at 5 directors.

I second the motion.

Any discussion? All those in favor, please raise your hand. Any contrary? Nobody contrary? [Voting]

Motion is carried. The next item of business is the election of directors. Our bylaws contain advance notice provisions, which provide a procedure to be followed for the nomination of directors at meetings of shareholders of the company. In accordance with the advance notice provision, the only individuals entitled to be nominated as directors at this meeting are the persons named as nominees in the company's information circular and proxy statement dated May 19, 2023. Accordingly, Patrick Arnell, Donald Cormack, Don Gray, Ken Gray, and Peter Verburg are hereby nominated as directors of the company to hold office until the next annual election of Directors or until their successors are elected or appointed, subject to the provisions of the Business Corporations Act of Alberta and the bylaws of the company. Is there any discussion? [Voting]

In accordance with our majority voting policy, the election of directors has been conducted by way of a ballot, allowing registered shareholders and holders of valid proxies to register votes for or to be withheld from each individual director. I have been advised by the scrutineers that the results are more than 50% in favor of each director and in accordance with legal requirements and our majority voting policy, those nominated are duly elected as directors. The next item of business is to consider a special resolution approving a reduction in the stated capital of the common share of the company as more fully set out in the Information Circular.

I move that the [indiscernible] company's Information Circular and proxy statement of the company dated May 19, 2023 approving a reduction in the [ stated account ] of the common share of the company be approved.

I second the motion.

Is there any discussion on the motion? [Voting]

Voting on this matter has been conducted by ballot. Any registered shareholders or proxy holder was not returned their ballots, please raise your hand so the scrutineer can collect your ballots now. The scrutineer has advised that the resolution has been approved by the requisite majority of the votes cast and I declare the resolution carried. The next and final item of business is the appointment of auditors.

I move that PricewaterhouseCoppers LLP, Chartered Professional Accountant, to be appointed auditor of the company until the next Annual General Meeting or until their successor are appointed and that their remuneration as such be fixed by the Board of Directors.

I second the motion.

Is there any discussion on the motion? [Voting]

All in favor, signify by raising their right hand. Any contrary? Motion is carried. Unless there are any questions from the floor, the Chair would entertain a motion that the formal portion of the meeting be terminated.

I move that the meeting be terminated.

I second the motion.

All in favor, signified by raising their right hand. Any contrary? Motion is carried. I declare this meeting terminated. All Right. Brian?

Sir? Yes, sir?

Yes. That's the formal portion of the meeting. We don't have a presentation but we're certainly happy to answer any questions you might have.

No, no, am I the only guy who called in. I was just calling [indiscernible].

Yes, I think, you are the only guy. So...

Where is the stock going to be in 6 months from now? Like come on. No, just I got a little bit of you guys. So I don't mind spending 15 minutes out of my day to -- 8 minutes out of my day to listen in and [ sharing the past noting good. ]

Yes. Okay. Well, we're glad you called. Certainly, if there's any questions you ever have, you can just give me a call.

I know that. You guys have always been accessible and I appreciate that. And that always gives me confidence investing in a company where people will return your phone calls. Unlike ARC, who I have sent several e-mails to get clarifications and nobody ever bother to even response. So I guess they don't open enough shares of them or they just don't get to them, who knows.

Yes. Well, we'll try to respond.

No, I know you will. I know you will. Not worried about it. I just figured out the list of [ answers ] to take a listening in. I'm sitting here working to play and [ this afternoon ] this will be a little fun. Which you said one person showed up to AGM.

Yes, we can say one, though. We got your day.

I made the list.

Yes. Absolutely.

You guys have a good day, and keep fighting the good fight.

Okay. Thank you.

And you take care.

Thank you, all.

All right.