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

Good morning, ladies and gentlemen. I will ask that the 2023 Annual and Special Meeting of Shareholders come to order. My name is John Wright, and I am the Chair of the Board of Directors of Touchstone Exploration Inc. And it's my responsibility and privilege to chair today's meeting. On behalf of the company, I once again welcome you to this Annual and Special Meeting of Shareholders. 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're attending the meeting in person. 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 the meeting. Those who have signed in as a registered shareholder or a duly appointed proxy holder may also vote via the online platform. You will only have 1 minute to cast your vote. Voting will open only after all items of business have been discussed. If you voted in advance of the meeting and do not wish to change your vote, you do not need to do anything. If you do wish to change your vote, then voting online will have the effect of revoking your previously submitted proxy. Before we proceed with the formal business of today's meeting, I'd like to introduce our directors and executive management team who joined us online today. They include Ms. Jenny Alfandary, our Director; Dr. Priya Marajh, Director; Mr. Kenneth R. McKinnon, Director; Mr. Peter Nicol, Director; Ms. Beverley Smith, Director; Mr. Stanley T. Smith, Director; Dr. Harrie Vredenburg, Director; Mr. Thomas E. Valentine, our Corporate Secretary; Mr. Paul R. Baay, who's a Director and also our President and Chief Executive Officer; Mr. Scott Budau, our Chief Financial Officer; and Mr. James Shipka, our Chief Operating Officer. In accordance with the bylaws of the company, I'll 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 this meeting was mailed to all shareholders on May 30, 2023. 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 today's meeting. A quorum of shareholders is present for the transaction of business at this meeting if at least 2 persons are present in person and 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 62 shareholders represent today representing 48,474,662 common shares, which is 20.8% 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 today. A full description of each matter is provided in the company's management information circular dated May 17, 2023, 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 Touchstone's comparative annual audited financial statements for the year ended December 31, 2022, 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? It appears there are no questions on this item. Thank you. I declare that the comparative annual audited financial statements of the company for the year ended December 31, 2022, together with the report of the auditors' thereon have been received. The next item of business is to fix the number of directors to be elected at this meeting at 9. I will now ask for a motion on this matter. Is there a seconder? 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 9. Have any questions or comments been raised? Thank you. 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 May 17, 2023, and I confirm that all nominees are eligible for election. I note that the Board of Directors has implemented an advance notice bylaw. Pursuant to this bylaw, advance notice must be given to the company regarding any proposed director nominees not included in Touchstone's management 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. I declare the nominations closed. I will now ask for a motion that each of the nominees be elected to serve as Director.

John, can you hear me? It's Paul.

I can, Paul. Yes.

Andrew hadn't quite done reading those in. Can he just start over again reading them?

I apologize. I can't hear on this end.

Yes, I think we were on mute here. Sorry about that. Is the mic still open? Yes. Let me just start from the top.

Yes. Why don't you just start from the top again.

All right. Apologies. Mr. Chair, I nominate each of those persons specified in Touchstone's management information circular dated May 17, 2023, to be elected as directors of the company, namely Ms. Jenny Alfandary, Mr. Paul R. Baay, Dr. Priya Marajh, Mr. Kenneth R. McKinnon, Mr. Peter Nicol, Ms. Beverley Smith, Mr. Stanley T. Smith, Dr. Harrie Vredenburg and Mr. John D. Wright.

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

Mr. Chair, I move that each of the 9 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?

Mr. Chair, I second the motion.

Thank you, Stacey. We will now address any questions or comments from registered shareholders or proxy holders that are directly related to the election of directors. Have any questions or comments been raised?

No, Mr. Chair. We have not received any questions or comments on this item.

Thank you. 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 appointment of KPMG LLP, Chartered Professional Accountants, of Calgary, Alberta, to serve as auditors of the company for the ensuing year. I will now ask for a motion on this matter.