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

Ladies and gentlemen, welcome to the 2026 Annual Meeting of Shareholders of Polaris Renewable Energy, Inc. Please note that the meeting is being recorded. I would like to introduce Jaime Guillen, Chairperson of the Board of Directors. Mr. Guillen, the floor is yours.

Good morning, ladies and gentlemen, and thank you for joining us today. My name is Jaime Guillen, and I am the Chairperson of the Board of Polaris Energy. We have determined that I will act as Chairperson of this annual 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 this meeting is being held in a virtual-only format via live webcast, it is necessary to set out a few rules for the orderly conduct of this meeting. First, questions in respect of a motion can be submitted by a registered shareholder or duly appointed proxy holder by clicking on the Ask a Question button on the left side of the platform and typing out and submitting their comments and/or questions. Two, questions will only be addressed during the Q&A period at the end of the meeting, provided that questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting itself. For the purposes of the meeting today, the voting for all resolutions will open at once. Registered shareholders and duly appointed proxy holders who have logged into the TSX Trust web platform and their valid 12-digit control number and who wish to vote during the meeting, may vote live throughout the meeting until voting is announced closed by doing through the vote button on the left side of the platform. 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. Please note that if you have logged into today's meeting using your control number and you would like to change your vote, you will have revoked any previously submitted proxies. And in order to have your vote counted, you will need to complete the online ballot through the voting button during the allotted time. 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 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 April 29, 2026, or their duly appointed proxies are entitled to vote or ask questions at this meeting. You are a nonregistered shareholder, if you hold your shares through a bank or intermediary and you have not arranged to be appointed as proxy for such intermediary with respect to your shares. If there are any registered shareholders or duly appointed proxy holders who have inadvertently logged into the meeting today as a guest, but intend to vote by online ballot during the meeting, please log back into the meeting as a registered or duly appointed proxy holder as per the instructions provided to you so that you can vote and/or ask questions at this meeting. I now call to order this Annual Meeting of Shareholders. In accordance with the company's bylaws, I will preside as Chair of this meeting. With the consent of the meeting, I would ask Anthony Jelic, the company's CAO and Corporate Secretary, to act as Secretary for this meeting. I would also 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 polls taken at this meeting and to report to me as the Chair. The notice calling this meeting of shareholders was dated May 15, 2026, and was made available to all shareholders in accordance with the Ontario Business Corporations Act and National Instrument 54-101 of the Canadian Securities Administrators. 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 April 29, 2026, and made available under the corporation's profile on the SEDAR website. Unless anyone objects, we will dispense with the reading of the notice of meeting. The notice and access materials were mailed to shareholders on May 15, 2026. 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 mailing, be attached by the secretary to the minutes of this meeting. Pursuant to the corporation's bylaw #1, quorum for the transaction of business at this meeting is one person present in person, being a shareholder entitled to vote at the meeting or a duly appointed representative or proxy holder for an absent shareholder so entitled and holding or representing in the aggregate, not less than 45% of the outstanding shares of the corporation entitled to vote at the meeting. The scrutineers' report shows that there are shareholders representing 9,807,284,000 common shares represented at this meeting. This represents 46.92% of the 20,901,618 common shares issued and outstanding as of the record date. I therefore declare that a quorum is present. 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. 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 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 the online ballot during the allotted time. As due notice has been given in accordance with the Ontario Business Corporations Act and our own 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 or ask for a clarification at the appropriate time. Today, there are 3 items of business to be dealt with at the meeting. First, we will present the financial statements for the most recently completed fiscal year to the meeting. Second, we will elect the directors of the company. Third, we will seek approval to reappoint PricewaterhouseCoopers LLP as our auditors and to authorize our directors to fix PwC's remuneration. Management is not aware of any other business to be properly brought before this meeting. Should any other matter properly come before the meeting, I, as the Chair, will deal with such matter in accordance with the company's governing documents and applicable law. The first item of business is the presentation of the audited consolidated financial statements of the company for the fiscal year ended December 31, 2025, 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 action is required with respect to them. I will entertain questions with respect to the financial statements of the company in the general Q&A period at the end. The next item of business is to set the number of directors at 6 and the election of directors themselves. We will only be nominating the following 6 persons to serve as directors: Myself, Jaime Guillen; James Lawless; Marc Murnaghan; Marcela Paredes de Vasquez; Catherine Fagnan; and Adarsh Mehta. As no nominees were received by the company in accordance with our advanced notice policy, I declare these nominations closed. The form of proxy for voting on the election of directors sets out each proposed nominee separately and allows you, as shareholders, to vote on each director individually. Is there any discussion on the motion on the floor? There being none, I'll continue. 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 reappointment 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 to the next item of business. The next item of business is the reappointment of our auditors, PricewaterhouseCoopers LLP, and the authorization of the Board of Directors to fix the auditor's remuneration for the 2026 fiscal year. Is there any discussion on this motion on the floor? The motion is now on the floor. You will be prompted to vote on the reappointment of the auditors after the presentation of all business items for this meeting. I will therefore move on to the next item of business. As previously mentioned, voting today will be conducted by an online ballot. You will now be prompted to register your vote in respect of each of today's business items for this meeting. Click the Voting button and cast your voting pressing on the for or withhold button next to the name of each proposed director and next to the resolution with respect to the reappointment of PricewaterhouseCoopers LLP as the company's auditors. I declare the polls are now open for voting. After 3 minutes, the polls will close, and you will not be able to change or submit your vote. We will wait for a few moments for the completion of the online ballot and then move on to the remainder of the meeting. I'll continue while we are casting the ballots. We will provide the registered shareholders and duly appointed proxy holders approximately 3 minutes to complete the online ballot. Once the voting is completed, I would ask that the scrutineer compile the report regarding the results of voting on all business matters. We will receive -- we will reconvene in a few minutes with the scrutineer's report and the voting results themselves. [Voting]

I declare the polls are now closed. So thank you, and thank you for waiting. I have also received the scrutineer's report and can 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 reappointment 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. 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. If there are no further business to be brought before this meeting, I move and it is seconded that the formal portion of today's meeting be concluded. As the formal business of the meeting of shareholders of the company has now been completed, I would like to say a few words before turning over the floor to Marc Murnaghan, President and CEO of Polaris Renewable Energy. First of all, just again, thank you for joining us today. Just wanted to kind of just give a few introductory remarks prior to passing the baton over to Marc. And I just kind of wanted to speak generally about what we're seeing in the renewable energy markets generally. I mean I think it's fair to say that the renewable energy markets have seen some headwinds in certain countries like the U.S. But in Latin America, that's not really the case or at least not what we're seeing. Many countries are rich in solar, wind, hydro and geothermal resources. Some like gas or other carbon fuel alternatives and importing them has really a very high cost because the infrastructure is not there. Others do have carbon fuels, but not the infrastructure to process and transport those fuels. So what you have is renewables don't become just an energy option, but in many cases, they are the lower cost option and/or the most accessible option. And as many countries around the world have once again realized as a result of the Ukraine and Iran conflicts, it is also an energy security and geopolitical consideration. On the other hand, we're seeing new demands for energy driven by AI, mining, nearshoring, microgrids, all of which are creating new opportunities for energy in general, but in many cases, complemented or for renewable energy itself. Mexico, for example, has recently announced a major renewable energy program to meet its energy needs. Polaris has been focused on renewable energy in Latin America because of the fundamentals of this market. As you well know, it has been building a regional platform with management teams and projects spread across multiple countries. And now I feel it is well positioned to benefit from these broader market trends. So now Marc will provide us an operating update, but also speak more about these opportunities Polaris is pursuing in Mexico, which is a really interesting market right now and some of the other countries in which Polaris is actively searching for new opportunities. Marc, with that, I pass it over to you.

Great. Thanks, Jaime. I appreciate the introduction. Yes, really, what -- in terms of an operational summary, I think that, as Jaime mentioned, I'm going to be more focused on the growth initiatives. But the nice thing with our projects is we've had a very good track record the last 12 months; the last 5, 6, 7 years of very high availabilities; relatively low operating costs, high margins, and that continues. So -- and I'd like to thank all the employees for all the efforts to make that possible because it is a 24/7 business. What I think has changed with us, and it does tie into Jaime's intro comments there is that we are -- I think our growth really is accelerating. Anton, if you can just go to the next slide. This is just one slide from our presentation, we call it the pipeline pyramid. But I don't -- this 12 to 24 months ago, we really didn't have this. We do now. We spent the last 12, 24 months trying to add new projects for both the next 12 months, the next 24, the next 36 months. So -- and we are starting to see the fruition of those labors. We recently have announced that the ASAP project in Puerto Rico was approved. I can tell you that on June 12, we did sign the final contract. So that's full steam ahead. We are finalizing the procurement with the main supplier, which is the battery supplier, and we hope to have that signed within the next month. And we think that, that's, call it, a 12-month cycle -- construction cycle to get that into operation. And that's a really big step for us, that would actually be next to San Jacinto, our second largest project in the company. So we're very excited about that. That's the 72 megawatts that we call -- I call construction ready there. And then right below that line, what I call late-stage development is the 280 megawatts, which is the 3 projects that we recently announced or have been awarded in Mexico. So we don't have the final agreement signed on that, but we do expect that, that is the next step, and the government is working very hard to get those signed as soon as possible. So that -- we would look to be moving that amount, which is a substantial amount for this company from, call it, late-stage development up into construction ready in the next 6 months. So the plan would be to sign contracts shortly, then get them basically ready for construction in the next 6, 9 months. So that -- just those 2 alone, the ASAP project and the 3 Mexico are major step function changes for the company, very material, and I think it gives people a line of sight on almost $100 million of EBITDA from where we are right now, which is between $50 million and $60 million. So that is something that is transformational for the company, and we're very excited to go and execute on that. Additionally, below that, we have numerous development activities that are happening that are -- we are gunning on having those come into reality in the next 12 months. And they're in -- the 3 key markets that we're focused on would be Puerto Rico. So we are looking at doing some more there in addition to the ASAP. We are looking at some BESS projects in the Dominican, and we also have a combination of solar and BESS in Mexico, and we do expect more projects in Mexico. And you can see the numbers there. They're all large and substantial for us in materials, which -- and I think that, that can -- and we have another slide in the presentation, which shows that if we can execute on, I would call it, even 50% of the early and mid-stage development, we can give people a line of sight on $150 million of EBITDA, which I do think makes us -- taking us from $50 million, $60 million, now to $150 million in, call it, 4, 5 years would be a substantial change in the company and really puts us on the radar. I think it's really important from a public market company perspective, but also in terms of attracting other forms of capital in terms of infrastructure funds and debt capital in the bond markets as well. So all of this points to, I think, lower overall cost of capital for the company. And so we really have made a focus of accelerating the growth. We're just starting to see it right now. And the good news is we have the significant balance sheet capacity to execute on this. We have $100 million in cash on the balance sheet from the bond we did several years ago or 1.5 years ago. We're generating cash in excess of the dividends. So we have free cash flow that we can use to grow the business. So we are now going to be putting that capital to work and then we can grow significantly without the need to raise any equity. So we're very excited about the next 12, 24 months. That's it for me. Thank you, everybody, for attending.

Great. Thank you, Marc. So now we're moving to the Q&A period. And I ask that any attendee that would like to ask a question to do so through the Ask a Question button on the platform. We will answer as many questions as time permits. When asking a question, if you could state your name and the entity you represent, if any. Please limit your questions to topics relating to today's subject matter and keep your questions short and to the point. We will now give attendees a brief moment to type in any questions. We have not received any questions. So I think we would like to kind of just thank you again for your participation today. And on behalf of the management, the Board of Directors and our employees, I would like to take the opportunity to thank everyone again for attending. I would like to thank the shareholders, in particular, for their commitment and continued support, and we look forward to your attendance again next year.

Thanks, everyone.

Thanks.

Thank you for attending today's meeting. You may now disconnect.