Surge Energy Inc. (SGY) Earnings Call Transcript & Summary

Thank you very much. My name is Paul Colborne. Welcome to the Annual General Meeting of the Holders of Common Shares of Surge Energy Inc. I'm the Chief Executive Officer and a Director of Surge. Joining us online are other officers of the company: including Murray Bye, our COO; Jared Ducs, our CFO; Margaret Elekes, our Senior VP, Land and Business Development; and Derek Christie, our Senior VP of Geosciences. There will be opportunities for shareholders to ask questions that are specific to each resolution on the webcast. [Operator Instructions] We will address questions that directly relate to a particular motion at the appropriate time of the meeting. For questions of a more general nature and not relating to the proposed amendments or objections, we'd request that you e-mail me at [email protected] with your question, and we'll try and answer it as soon as possible after the meeting. Voting during this meeting can only be done through our virtual voting platform on the webcast. Click the Vote tab at the top right of the webcast page, and a separate browser window will open. If prompted to do so, you can register to vote by entering your control number, which you have previously received as your user name, and entering surge2023, all in lowercase, as your password. Please note that the password is case-sensitive. The polls are now open. The polls will be opened for all resolutions at the same time. Voting can be completed at any time from now until the end of the formal business of the meeting. Thank you to those of you who have already voted. If you have already voted in advance of the meeting and do not wish to change your vote, then you do not need to do anything. For those who have not voted, we encourage you to vote now. In order to have the meeting proceed efficiently, certain individuals have been asked to move and second the motions, which are called for in the Notice of Meeting. This is not intended to limit in any way your right to participate in the meeting. Any proposed amendments or objections to a motion will need to be submitted as questions. All proposed amendments or objections will be addressed during the meeting, provided they are submitted during the period when polls are open. The meeting will now come to order, and if there are no objections, I would like to request Mike Bennett, the Corporate Secretary of Surge, to act as secretary of the meeting. I'd also like to -- I request Bryce Docherty of Odyssey Trust Company of Canada to act as the scrutineer. Please note that only holders of shares of the corporation of record at the close of business on March 31, 2023, or their duly appointed proxy holders, are entitled to participate in and vote at this meeting. Proof of mailing of the Notice of Meeting, info circular and form of proxy to the registered shareholders of the company has been filed with me by the secretary, Mike Bennett. Unless there are any objections, I will dispense with the reading of the Notice of Meeting and direct a copy of the proof of mailing be appended to the minutes of this meeting. The bylaws of the company provide that a quorum exists if at least 2 persons are present holding or representing at least 5% of the shares entitled to vote at the meeting. The preliminary scrutineer's report has now been received, and it shows that the required threshold for quorum at this meeting has been met. Accordingly, I declare that a quorum is present and the meeting is regularly called and properly constituted for the transaction of business. I direct that a copy of the scrutineer's report also be kept with the minutes of the meeting. Turning to voting. There are 3 items of business to consider at today's meeting: the fixing of the number of directors to be elected, the election of directors and the appointment of auditors. We will conduct the votes on the matters before us by a poll. On a poll, every shareholder or proxy holder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held or represented by that shareholder or proxy holder. As I mentioned earlier, only shareholders and proxy holders present at this meeting are entitled to move motions, speak to them and vote on them. Now turning to the business part of the meeting. First item of business is the presentation of the financial statements of the company for the fiscal period ended December 31, 2022, and the report of the auditors thereon. The financial statement and auditors' report were mailed to each shareholder of the company who is entitled to receive them and have been posted on the company's website and filed on SEDAR. Shareholders have, therefore, had an opportunity to review these documents. Therefore, we will dispense with the reading of the financial statements and auditors' report. As no action is required to be taken by the shareholders on these financial statements, I now declare that the financial statements of the company for the fiscal period ended December 31, 2022, and the report of the auditors thereon have been received by the shareholders as submitted to this meeting. The next item of business is the fixing of the number of directors for election at the meeting. In the proxy circular, it was proposed that 9 individuals be nominated for election to the Board of Directors. I would ask for a motion that the number of directors for the ensuing year be set at 9.

Mr. Chair, my name is Stephanie McNeill, and I am a shareholder. I move that the number of directors for the ensuing year be set at 9.

Thank you, Stephanie. Can I get a second, please?

Mr. Chair, my name is Dan Kelly, and I am a shareholder. I second the motion.

Thanks, Dan. You've heard the motion. I will now ask the secretary to please advise if any questions specific to this motion were submitted. Mike?

Mr. Chair, no questions specific to this motion have been submitted.

Thank you. As there have been no comments and unless we receive any objections otherwise, we'll simply proceed with the vote. Please record your vote now, remembering that if you have already voted in advance and do not wish to change your vote, no further action is required. [Voting]

Now in order to proceed with the election of the directors of the company, the info circular contains the names of management's proposed nominees to the Board of Directors of Surge, which are Jim Pasieka, Marion Burnyeat, Paul Colborne, Daryl Gilbert, Michelle Gramatke, Rob Leach, Allison Maher, Dan O'Neil and Murray Smith. The nominations which have been made are in order. And as there are no further nominations, I declare the 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 AGM or until their successors are elected or appointed.

Mr. Chair, my name is Stephanie McNeill, and I'm a shareholder. I move that the nominees be elected as directors of the corporation to hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed.

Thank you, Steph. Can I get a second, please?

Mr. Chair. My name is Dan Kelly, and I am a shareholder. I second the motion.

Thanks, Dan. I would now ask Mike Bennett, the secretary, to please advise if any questions specific to this motion were submitted.

Mr. Chair, no, we have not received any questions on the motion.

Thanks, Mike. As there have been no comments and unless we receive any objections otherwise, we will proceed with the vote. Please record your vote now, remembering that if you have already voted in advance and do not wish to change your vote, no further action is required. [Voting]

Okay. Moving on to appointment of auditors. We will now proceed with the final item of business, which is the appointment of auditors. May I please have a motion with regard to the appointment of the auditors for Surge?

Mr. Chair, my name is Stephanie McNeill, and I am a shareholder. I move that KPMG LLP, Chartered Accountants, be appointed as the auditors of the corporation until the next annual meeting or until a successor is appointed and that the remuneration be fixed by the Board of Directors.

Thanks, Stephanie. Can I get a second, please?

Mr. Chair. My name is Dan Kelly, and I am a shareholder. I second the motion.

Thanks, Dan. You've heard the motion. I would now ask Mike Bennett, the secretary, to advise if any questions specific to this motion were submitted.

Mr. Chair, no questions on the motion have been submitted.

Thanks, Mike. As there have been no comments and unless we receive any objections otherwise, we'll now simply proceed with the vote. Please record your vote now, remembering that if you've already voted in advance and do not wish to change your vote, no further action is required. [Voting]

Okay, preliminary voting results. I would now provide -- I will now provide the preliminary results of the voting. I've received confirmation from the scrutineers that the motion to fix the number of directors at 9 has been approved by the required number of votes, each of the 9 persons nominated as a director has been duly elected as a Director of Surge, and the motion to appoint KPMG LLP as auditors of Surge has also been approved. Accordingly, I declare each of the resolutions carried at today's meeting. The exact number of votes cast in respect of each matter will be filed on SEDAR and made available on our website. Now termination of the meeting. Thank you all again, shareholders and proxy holders, for your attendance today. As there is no further business to be brought before the meeting, may I have a motion to terminate the formal part of the meeting?

Mr. Chair, my name is Stephanie McNeill, and I am a shareholder. I move the meeting be terminated.

Thanks, Steph. Can I get a second, please?

Mr. Chair, my name is Dan Kelly, and I'm a shareholder. I second the motion.

Thanks, Dan. I would now ask Mike Bennett, the secretary, to please advise if any questions specific to this motion were submitted.

Mr. Chair, no questions specific to the motion have been submitted.

Thanks, Mike. Thank you. As there have been no comments, I declare the motion carried in this meeting to be concluded. Thank you very much for your time today. Surge has just put out a record quarter in Q1 that is on our website that's already been released last week, and we have a new updated corporate presentation on our website as well. That includes information and the news about our record Q1. Please feel free to visit that. Thank you very much for your time today. It's much appreciated, and I will terminate the meeting.