Polaris Renewable Energy Inc. (PIF) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and thank you for joining us today. My name is Jaime Guillen. I am the Chairperson of the Board of Polaris Infrastructure, and I would act as Chairperson of this annual and special meeting. On behalf of the Board, I wish to express thanks to those shareholders who have submitted their proxies in advance of today's meeting. Since the meeting is being held virtually via webcast, we think it's important to set out a few rules for the orderly conduct of the meeting. First, questions in respect of a motion can be submitted by a registered shareholder or duly appointed proxy holder using the instant messaging service on the Lumi platform. Please note that there will be a slight delay in the publication of the communications received. Second, when asking a question, please indicate your name and which entity you represent, if any. Number three, questions will generally appear shortly after they are submitted to only be addressed during the question period at the end of the meeting, provided the questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting itself. Fourth, for the purposes of the meeting today, voting on all matters will be conducted by a single electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all such business items. Only registered shareholders and duly appointed proxy holders of the company are permitted to participate in the voting. When you're asked to vote, you will receive a message on the Lumi platform requesting you to register your votes. If you completed a proxy in advance of the meeting and prior to the proxy cutoff time, your vote has already been tabulated according to your instructions. If you have already voted, your shares by proxy prior to the meeting, you do not need to do anything at this time during the voting. However, if you have logged into today's meeting using your control number and you would like to change your vote, you have revoked any previously submitted proxies. And in order to have your vote counted, you will need to complete an electronic ballot during the allotted time. You will only have 2.5 minutes to do so. As we all know, glitches can sometimes occur on these electronic platforms. However, our service providers for this platform are very experienced at running these types of virtual meetings, and they will provide support throughout the meeting. To request individual support, please click on the support button on your screen. We will now proceed with the formal portion of today's meeting. I will move each item, and I have been advised by Mr. Murnaghan, the CEO of Polaris and a duly appointed proxy holder in attendance today, that he would be prepared to second each of the motions. So I'm -- each of the motions I so move. Accordingly, unless there are any objections, I will take such motions as seconded with no further action needed. I will remind you that only holders of common shares as of the record date for this meeting, being the close of business on the 9th of May 2022 or their duly appointed proxies are entitled to vote at this meeting. I now call to order this Annual and Special Meeting of Shareholders. In accordance with our articles, I will preside as Chair of this meeting. With the consent of the meeting, I would like to ask Anton Jelic to act as Secretary of this meeting. I would similarly ask TSX Trust Company to act as scrutineer for this meeting. To report on the number of common shares at this meeting, to tabulate the votes on any ballot or poll taken at this meeting and to report to me as Chair. If there is no objection to the appointment of Anton Jelic or TSX Trust Company, I will proceed. Continuing with the meeting. The notice calling this meeting of shareholders was dated May 24, 2022, and was made available to all shareholders in accordance with the Business Corporations Act of British Columbia and National Instrument 54-101. The purpose of today's meeting is set out in the notice of meeting. We have received an affidavit of mailing from our transfer agent indicating that the notice and access materials were properly mailed to the company's shareholders of record as of May 9, 2022. Accordingly, unless there is an objection, I will dispense with the reading of the notice of meeting. The notice and access materials were mailed to shareholders on May 24, 2022. Copies of the notice of meeting, management information circular and form of proxy are available under the company's profile on SEDAR and the company's website. I direct that a copy of these materials, together with proof of meeting be attached by the Secretary to the minutes of this meeting. Pursuant to the articles of the company, quorum for the transaction of business at this meeting is 2 persons, who are, or who represent by proxy, shareholders who in the aggregate hold at least 25% of the issued shares entitled to be voted at this meeting. The scrutineer's report, which is provided to me before the meeting shows that there are 51 shareholders holding 8,414,220 common shares represented at this meeting. This represents 42.87% of the 19,625,376 common shares issued and outstanding as of the record date. I therefore declare that a quorum is present at this meeting. I direct the secretary of the meeting to attach a copy of the scrutineer's final report on attendance to the minutes of this meeting. Moving on to voting procedure. For the purposes of this meeting, voting on all matters will be conducted by a single electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all such business items. When you're asked to vote, you will receive a message on the Lumi platform requesting you to register your votes. If you completed a proxy in advance of the meeting and prior to the proxy cutoff time, your vote has already been tabulated as per your instructions. You do not need to vote again if there are no changes. After you have registered your votes for all business items of today's meeting, the scrutineer will compile the votes in respect of each business item. You will only have 2.5 minutes to do so. We note that the proxies received to date indicate that the company has sufficient votes to pass all matters in accordance with the recommendations of management. As noted earlier, to further expedite the formal part of the meeting, I will take all motions as seconded. If you completed a proxy in advance of the meeting and prior to the proxy cutoff time, your vote has already been tabulated according to your instructions. If you have already voted your shares by proxy prior to the meeting, you do not need to do anything at this time. However, please note that if you have logged into today's meeting using your control number, you -- and you would like to change your vote, you are able to do so. You have revoked any previously submitted proxies. And in order to have your vote counted, you will need to complete an electronic ballot during the allotted time. As due notice has been given in accordance with our governing statute and articles and quorum being present, I now declare this meeting to be constituted for the transaction of business for which it has been called. During the course of this meeting, reference may be made to matters discussed in the management information circular. If you are unclear as to the meaning of certain terms, please refer to the circular itself or ask for a clarification at the appropriate time during this meeting. The first item of business is the presentation of the audited consolidated financial statements of the company for the fiscal year ended December 31, 2021, together with the auditor's report thereon. These materials have been made available to shareholders and are available on the company's website and under the company's profile on SEDAR. These financial statements are presented to the meeting, but no other action is required with respect to them at this time. I will entertain questions with respect to the financial statements of the company in the general question period, which will be later in the meeting. Next item, the resolutions of this meeting. The next item is the election of directors. I'd like to inform you that prior to the meeting, Margot Naudie advised the Board that she was withdrawing her nomination as a director. Consequently, while the management information circular set out 5 individuals to serve as a director of the company until the next annual meeting, we will only be nominating the following 4 persons to serve as directors. These are myself, Jamie Guillen, James Lawless, Marc Murnaghan and Marcela Paredes de Vásquez. I would like to take this opportunity to thank Margot for her dedication to the company and her service to the Board, and we wish her all the best in her future endeavors. As described in our management information circular, the company has adopted a majority voting policy that provides for individual director voting by the shareholders. Under the policy, if any nominee director receives a greater number of votes withheld and votes for election. Such a nominee director will tender his or her resignation for consideration by the Board of Directors following the meeting. In addition, the company adopted an advanced notice policy that requires that shareholders submit a notice of director nominations at least 30 days and not more than 65 days prior to the meeting. As no nominations were received by the company in accordance with our advanced notice policy, I declare the nominations closed. The formal proxy for voting on the election of directors sets out each proposed nominee separately and allows shareholders to vote for each director individually. Is there any discussion on the motion? There being none, I will move on to the next item. As mentioned at the beginning of this meeting, voting today will be conducted by a single electronic ballot. We will, therefore, continue with the next item of business, which is the appointment of the company's auditors, and you will be prompted to vote on the election of each director after the presentation of all business items for this meeting. Unless there are any questions or discussions, I will move on to the next item of business. So the next item of business is the appointment of our auditors, PricewaterhouseCoopers LLP and the authorization of the Board of Directors to fix the auditor's remuneration for the 2022 fiscal year. Is there any discussion on this motion? I will continue. The motion is now on the floor. You will be prompted to vote on the appointment of the auditors after the presentation of all business items for this meeting. I will therefore move to the next item of business. The next item of business is in relation to the approval of the continuance of the company into Ontario. As set out in the circular, management and the head office of the company are currently located in Ontario. Management believes that it will be more efficient and cost effective for the company to be governed by the laws of Ontario as opposed to the laws of British Columbia. As indicated in the circular to be passed, this item of business must be approved by a special resolution of shareholders. The text of the resolution is set out on Pages 15 to 16 of the management information circular. If approved, the Board will have the authority to take all steps required to affect the continuance. Assuming shareholder approval is obtained, the Board expects to proceed with the continuance shortly after the meeting. However, there will be no requirement to complete the continuance if shareholder approval is obtained. Is there any discussion on this motion? The motion is now on the floor. You will be prompted to vote on the continuance of the company into Ontario after the presentation of all business items for this meeting. I will therefore move on to the next item of business. Next item of business on the agenda is in relation to the company's name change. In an effort to align the company's branding strategy and our overall focus as a company, with the current and future operations, management of the company is proposing to change the company's name to Polaris Renewable Energy Inc. The company believes that this name better reflects the mandate to deliver renewable energy power throughout the region in which the company operates. As stated in the circular to be passed, this item of business must be approved by a special resolution of shareholders. The text of the resolution is set out on Page 19 of the management's information circular. If approved, the Board will have the authority to take all steps required to affect the name change, assuming shareholder approval is obtained. The Board expects to proceed with the name change shortly after the meeting. However, there will be no requirement to complete the name change if shareholder approval is obtained. Is there any discussion on the motion at this time? There being none, continue. So the motion is now on the floor. As previously mentioned, voting today will be conducted by a single electronic ballot. You will now be prompted to register your vote in respect of each of today's business items for this meeting. Please register your votes by accessing the voting page when prompted and pressing 'For' or 'Withhold' buttons next to the name of each proposed director and next to the resolution with respect to the appointment of PricewaterhouseCoopers LLP as the company's auditors. Please register your votes by pressing 'For' or 'Against' next to the special resolution approving the continuation of the company into Ontario. Please register your votes by pressing 'For' or 'Against' next to the special resolution approving the company's name change to Polaris Renewable Energy Inc. After 2.5 minutes, the electronic balloting will close and the voting page will disappear and your votes will automatically be submitted. I will now pause and as the voting for the 2.5 minutes, begin. [Voting]

Thank you for waiting. I have received the scrutineers report and confirm the following: each of the nominees put forward have been elected as directors of the company to serve until the next Annual Meeting of Shareholders or until their successors are elected or appointed; the appointment of PricewaterhouseCoopers LLP as the auditors of the company has been approved, and the Board of Directors of the company has been authorized to fix their remuneration; the special resolution approving the continuation of the company into Ontario, subject to Board discretion, has been approved; and finally, the special resolution approving the company's name change to Polaris Renewable Energy Inc. has been approved. I direct that the results of the poll for the election of the directors be included in the minutes of this meeting, announced in a press release in accordance with the policies of the TSX and filed on SEDAR. So this completes the formal matters of business to be conducted today. Is there any other business that should properly come before this meeting? If there is no further business to be brought before this meeting, I move and second that the formal portion of today's meeting be concluded. Now that we have completed the formal part of the meeting of shareholders of the company, I would like to turn over the floor to Marc Murnaghan, CEO of Polaris Infrastructure, to give us a presentation, after which we will have a brief Q&A period. And I will also say a few words about our ESG efforts. But Marc, I pass it over to you.

Thanks, Jaime. Yes. I'll just give a quick overview. I would say this year, 2022 is proving to be a big year of transformation and transition for the company with a lot of initiatives on the go and being executed. We started the year with the closing of a refinancing of the San Jacinto credit facilities, which was very important for us as it was culminating after the renegotiated PPA, which added 10 years, but part of that was that we wanted to then recall it to return the debt properly to reflect that. So that was a great way to start the year. And we are in addition to that, executing on the installation of a binary unit at San Jacinto to take advantage of the waste heat. That is a project that we've been considering doing for over 5 years. It is a very call it, economic project, but also from an overall project perspective, it really makes a lot of sense to add a binary unit to these geothermal plants after you've seen the plant running for 7 or 8 or 10 years to add this as a natural progression and something we've always wanted to do. And so we are looking at this point in time that our Q4 commissioning date is still what we're targeting. It's what we had originally budgeted and targeted for, and where everything is looking on track and on budget for that. So that we are moving towards that, which would be a big event for the company, and set us up very nicely for 2023. We also announced 3 acquisitions quite recently, which we have been -- which was a stated objective. We actually raised some capital in 2021. In advance, knowing that we were looking and had a strategic goal of diversification partly through acquisitions. And we actually made 3 announcements on that very recently. The first one is Panama, which we actually have closed, and we started construction of a, call it, 12-megawatt DC solar facility. And that similar to the binary unit is expected to come online in Q4. So that would be an entrance into solar and into Panama, which is a jurisdiction we quite like U.S. dollars. We also announced an acquisition of a hydro asset in Ecuador. Expectations are that, that will close, I would say, in August. So we're quite close. We're just awaiting approval from the Ministry of the share transfer, which we don't expect any problems. And that will be -- that's a country that we think is quite interesting. There's going to be more, call it, awards of contracts this year and we think next year as well in hydro as well as solar and wind in U.S. dollars again. And that's a jurisdiction we really anticipate that we can grow in as well. And then thirdly, we announced an acquisition of a call it 32-megawatt DC operational solar project in the Dominican Republic. We have actually received the approvals for the share transfer from the ministry, the relevant ministries and have a closing date for next week actually. So that one is looking like it will close before Ecuador. And again, that's solar. And importantly, both on that site, we see the ability to grow as well as in the country, we see many opportunities to grow in solar, potentially wind and even the storage. So in all of those 3 markets, we see long-term growth on U.S. dollars and in the technologies that we are looking at, which is solar, hydro and even wind and as I said, storage. So 3 very big announcements for the company takes us -- it will take us to 5 jurisdictions from 2 adding a technology i.e., solar and likely adding more. So it's a big change for the company this year. So we're very happy about that. And then lastly, I would just mention that we did in Q1-- have a first for us where we had some carbon credit revenue, which we reported. And we do expect to be able to continue to do that going forward in the sense that the projects that we own are either already validated and verified to sell voluntary carbon credits or we are in the process of having either the new ones or the ones we're looking at expanding after the acquisitions to getting those validated and verified. So continue to have, call it, carbon credit optionality on all of the projects that we can and that we're owners of. And I think that's going to be a theme that we will continue to see be very interesting in both the near, medium and longer term. So we're very excited about that as well. And with that, I'll pass it back to Jaime to discuss some of the ESG accomplishments and practices. Jaime, you might be on mute.

Thank you, Marc. So I just wanted to make some general comments in terms of what Marc and his team have been doing, I think it's great progress that he's made. Obviously, the last few years because of COVID, some of the projects and developments that we had in the pipeline were slowed down and in some cases, stopped, but it's great to see the progress and the pipeline, which is no longer a pipeline. Some of these projects, as Marc mentioned, are in the process of closing or coming into the portfolio over the next few months. So that's quite exciting. But the other areas that I think is also kind of just a general trend in the market that I think most of you are probably aware of, but I just wanted to emphasize is that the issue of energy security has become even more important. And with the price of fossil fuels kind of where they are because of what's happening in Ukraine and Russia, a lot of these countries in Latin America have a viable alternative to any fossil fuel generation, which is renewable energy. So we think that Polaris is very well positioned to develop further projects in this market. And it also is in line with the name change. We are a renewable company. And I think it's a market that we see growing in the near to medium term and into the long term. But beyond sort of being a renewable energy company, we're also a good citizen to our community and to our environment. And I think Marc mentioned some of the achievements that we've done or that we're doing. But I just want to kind of just give you some highlights. I mean, we're actually of the biggest producers of renewable energy in Nicaragua. We actually produced 22% of the renewable energy in Nicaragua. In Peru, it's smaller, it's 3%, but still 3% of all the renewable energy in that country. And then we're also working with the local community in trying to reduce things such as burning wood or trees by giving them some help and having them use alternative sources of electricity and heat that reduces kind of the carbon footprint of our local communities. We're also doing that as a company. As we've installed some solar photovoltaic systems in Nicaragua, for example. And now we've actually had a 70% reduction in the electricity that we use off the grid simply by having these panels and battery storage that have now been installed. On the local sort of community side, we continue to expand the local school programs by not only sort of providing money and -- but helping them actually develop programs that will help the community in the medium to long term. A lot of the educational programs that we have, for example, in robotics and introducing IT, introducing all kinds of systems, which they would not otherwise have has really been transformational for some of these communities. We started this in Nicaragua, but we're now moving it to Peru as well. In addition, in Peru, we're helping the local communities actually diversify their production of crops, whereas a lot of these communities may have been reliant on 1 or 2 crops. We're helping them expand into other crops just so that, again, they have more than 1 source of income or revenue or products, but also just to help diversify in case there is something that affects 1 crop, they at least have other crops to continue growing. And we continue to not only provide sort of the technical support but also helping them commercialize some of these products that they are not producing, things like coffee, honey, vegetables, which is -- again, it just brings us closer to the community. And also our employees are very proud to actually be helping their communities as it is their communities. We are obviously operating there. But at the end of the day, we are operating in their communities, and they're not only sort of proud to be helping, but they are proud to see the progress in their areas. And I'd like to close my comments by just reading you part of a poem by an 11-year-old in Nicaragua, where we provided assistance to the local community and the schools. And his name is [ Nathan Alberto ] and he is 11. So here's his poem. It says, "Polaris, you came to my community and you extended your hand to me. Seeing my need, you saw me as a brother. You gave us your helping hand like an envoy from God. Polaris, God bless you. I am no longer 1, we are 2. You saw my school as a priority. Now it looks very pretty by your generosity. Roof, ceiling and paint, you see this beauty. Here we learn, and we will always remember you." We visited the plant, and I must say that seeing the children seeing the school teachers at how proud they are actually to have some of these new facilities, some of these new equipment and how it actually motivates these individuals. And I think this poem kind of summarizes kind of how they feel is that not only are we providing help, but they see us as a partner in the local community. And that's something we want to continue to do. We want to be a partner for the communities where we are. We want to be a partner with the government in which we operate, and we want to be partnered in general with the countries in which we operate. But I will stop there and ask if any attendee would like to ask a question. If so, you can actually do so by using the instant messaging service feature on the Lumi platform. Just please state your name and the entity you represent, if any, and also just please limit your topics to subjects that have been discussed today. So I will now open the floor for any questions. Okay. It does not look like we have any questions coming in. So I think on behalf of management, our Board of Directors and our employees, I would like to take the opportunity to thank everyone for attending the meeting today. I would like to thank all of our shareholders for their commitment and continued support. We look forward to your attendance again next year. Thank you very much.

Thanks Jaime. Thanks, everyone.