Touchstone Exploration Inc. (TXP.L) Earnings Call Transcript & Summary

Thank you for standing by. Welcome to the Touchstone Exploration Inc. 2022 Annual Meeting of Shareholders.

Good morning, ladies and gentlemen. I'll ask that the 2022 Annual Meeting of Shareholders come to order. My name is John Wright, and I'm the Chair of the Board of Directors of Touchstone Exploration Inc. It's my responsibility and privilege to chair today's meeting. On behalf of the company, I once again welcome you to this Annual Meeting of Shareholders. I'm pleased to be able to connect with so many of you today despite the ongoing concerns regarding the COVID-19 pandemic. Although we are unable to meet in person, our goal today is to ensure that you're able to participate fully in the meeting. I invite you, our shareholders and duly appointed proxy holders to ask questions and vote on each of the matters of business as if you were attending the meeting in person. We have strived to emulate our in-person meeting as much as possible. I encourage registered shareholders or duly appointed proxy holders to submit any questions as early as possible so that we may address them at the right moment during the meeting. If you have a question, click on the Ask-a-Question button at the top of your screen above our logo. Please read the instructions in the text box before submitting your question. Please identify whether your question relates to a motion being considered as part of the formal business of the meeting or whether it is of a more general nature. We'll try to address questions that directly relate to a particular motion at the appropriate time of the meeting, while general questions will be saved for the question-and-answer period following the formal portion of this meeting. Those who have signed in as registered shareholders or a duly appointed proxy holder may also vote via the online platform. You only have 1 minute to cast your vote. Voting will open only after all terms of business have been discussed. If you have voted in advance of the meeting and do not wish to change your vote, then you do not need to do anything. If you do wish to change your vote, then voting online will have the effects of revoking your previously submitted proxy. After my introductory remarks, we will proceed through the regular items of business. Before we proceed with that formal business, I'd like to introduce the other directors and members of management of Touchstone who have joined us today -- joined us online today. Mr. Kenneth R. McKinnon, Director; Mr. Peter Nicol, Director; Ms. Beverley Smith, Director; Mr. Stanley T. Smith, Director; Mr. Thomas E. Valentine, Director and Corporate Secretary; Dr. Harrie Vredenburg, Director; Mr. Paul R. Baay, Director, President and Chief Executive Officer; and Mr. Scott Budau, Chief Financial Officer. In accordance with the bylaws of the company, I will preside as chair of this meeting. I hereby appoint Mr. Tom Valentine to act as the Secretary of the meeting; and Ms. Gloria Gherasim of Odyssey Trust Company to act as the scrutineer. The notice calling the meeting was mailed to all shareholders on May 10, 2022. The declaration of mailing is available for inspection by any shareholder, and I ask that the secretary file a copy of the declaration of mailing with the minutes of the meeting. A quorum of shareholders is present for the transaction of business at this meeting if at least 2 persons are present in person or holding or representing by proxy, not less than 5% of the shares entitled to vote at the meeting. I've been advised by the scrutineer that there are 59 shareholders present today, representing 49,961,990 common shares, which is 23.54% of the issued and outstanding common shares of Touchstone. Accordingly, we have a quorum present. The scrutineers' report is available for inspection by any shareholder, and I would ask the secretary to file a copy of such with the minutes of today's meeting. With that said, I declare that this meeting has been regularly called and properly constituted for the transaction of business. We have a number of matters of business to deal with today. A full description of each matter is provided in the company's management information circular dated April 29, 2022, which was mailed to shareholders requesting it and otherwise made available online. To facilitate proceedings, I've asked Ms. Stacey Gundersen, Mr. Michael Kelly and Mr. Andrew Reeder, who are also shareholders to move and second all motions. I will call on them at the appropriate time. This is not intended in any way to curtail discussion. As mentioned, voting will open only after all items of business have been discussed. Registered shareholders and duly appointed proxy holders will have 1 minute thereafter to cast their votes on all motions. Again, if you have voted in advance of the meeting and do not wish to change your vote, you do not need to vote again. If you do wish to change your vote, then voting online will have the effect of revoking your previously submitted proxy. Each item of business to be voted on today must be passed by a majority of the votes cast. The first item of business is the presentation of the audited financial statements for the year ended December 31, 2021, together with the report of the auditors. The financial statements were mailed to shareholders requesting them, and I do not propose to read the auditor's report. Are there any questions or comments on the financial statements or the auditor's report?

John, there are no statements regarding the audited financial statements.

Thank you, Paul. I declare that the audited financial statements of the company for the year ended December 31, 2021, together with the report of the auditors thereof has been received. The next item of business is to fix the number of directors to be elected at this meeting at 8. I will now ask for a motion on this matter.

Mr. Chair, I move to fix the number of directors to be elected at this meeting at 8.

Thank you, Michael. Is there a seconder?

Mr. Chair, I second the motion.

Thank you, Andrew. We'll now address any questions or comments from registered shareholders or proxy holders that are directly related to the motion to fix the number of directors to be elected at this meeting at 8. Have any questions or comments been raised?

It appears there are no further questions or comments on this item.

Thanks, Paul. The motion has been recorded and will be voted upon after all other items of business have been discussed. The next item of business is the election of directors. Information about each nominee is included in the company's management information circular dated April 29, 2022, and I confirm that all nominees are eligible for election. I note that the Board of Directors has implemented an advanced notice bylaw. Pursuant to this bylaw, advance notice must begin to the company regarding any proposed director nominees not included in the information circular. No such notice was received by the company. I further note that we will be nominating and approving individual directors and not a slate of directors. I will now receive the nominations.

Mr. Chair, I nominate each of those persons specified in the company's management information circular dated April 29, 2022, to be elected as directors of the company, namely Paul R. Baay, Kenneth R. McKinnon, Peter Nicol, Beverley Smith, Stanley T. Smith, Thomas E. Valentine, Dr. Harrie Vredenburg and John D. Wright.

Thank you, Andrew. I declare the nominations closed. I'll now ask for a motion that each of the nominees be elected to serve as directors.

Mr. Chair, I move that each of the 8 persons nominated be elected as directors of the company to hold office until the close of the next annual meeting of shareholders or until their successors are duly elected or appointed.

Thank you, Michael. Is there a seconder?