Touchstone Exploration Inc. (TXP.L) Earnings Call Transcript & Summary
June 19, 2025
Earnings Call Speaker Segments
Kenneth McKinnon
executiveGood morning, ladies and gentlemen. I will ask the 2025 Annual Meeting of Shareholders come to order. My name is Ken McKinnon, and I am the Chair of the Board of Directors of Touchstone Exploration Inc. and it is my responsibility and privilege to chair today's meeting. On behalf of the company, I welcome you to this Annual Meeting of Shareholders. Our goal today is to ensure that you are able to fully participate 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. 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 will try to address questions that relate to a particular motion at the appropriate time of the meeting and 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 votes. Voting will open only after all items of business have been discussed. If you have 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 would like to introduce our directors and executive management team who have joined us online today. Dr. Priya Marajh, Director; Mr. Peter Nicol, Director; Ms. Beverley Smith, Director; Mr. Stanley Smith. Director; Mr. Tom Valentine, Corporate Secretary; Mr. Paul Baay, Director, President and Chief Executive Officer; Mr. Scott Budau, Chief Financial Officer; Mr. Brian Hollingshead, EVP Engineering and Business Development; and Mr. James Shipka, EVP Asset Development & HSE. At this time, I would also like to thank John Wright for his outstanding service and exemplary leadership. His guidance has been pivotal in navigating the company through key phases of development and its dedication and expertise have left a lasting impact on both the Board and the organization. We are deeply grateful for his many contributions. I would also like to note that Dr. Harrie Vredenburg and Ms. Jenny Alfandary have also retired from the Board. We are grateful for the insight, expertise and strategic perspective they each brought to the Board, and we extend our best wishes for their future endeavors. 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 this meeting was mailed to all shareholders on May 20, 2025. 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 represented and holding or representing by proxy not less than 5% of the shares entitled to vote at the meeting. I have been advised by the scrutineer that there are at least 50 shareholders represented today, representing 66,653,007 common shares being 28.46% of the common shares eligible to vote at the meeting. Accordingly, we have a quorum present. The scrutineers' report is available for inspection by any shareholder and I would ask that the secretary 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 8, 2025, which was mailed to shareholders requesting it and otherwise made available online. To facilitate proceedings, I've asked Ms. Lindsay Sali, 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, 2024, 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?
Paul Baay
executiveit appears there are no further questions on this item, Mr. Chairman.
Kenneth McKinnon
executiveThank you, Paul. I declare the comparative annual audited financial statements to the company for the year ended December 31, 2024 together with the report of the auditors thereon to have been received. The next item of business is to fix the number of directors to be elected at this meeting at 6. I will now ask for a motion on this matter.
Michael Kelly
executiveMr. Chair, I move to fix the number of directors to be elected at this meeting at 6.
Kenneth McKinnon
executiveIs there a seconder?
Andrew Reeder
executiveMr. Chair, I second the motion.
Kenneth McKinnon
executiveWe will now address any questions or comments to registered shareholders or proxy holders that are directly related to the votes and to fix the number of directors to be elected at this meeting at 6. Have any questions or comments been raised?
Paul Baay
executiveIt appears there are no further questions or comments on this item.
Kenneth McKinnon
executiveThank you. The motion has been recorded and will be voted upon after all 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 8, 2025, 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.
Andrew Reeder
executiveMr. Chair, I nominate each of those persons specified in Touchstone's management information circular dated May 8, 2025 to be elected as directors of the company, namely Mr. Paul R. Baay, Dr. Priya Marajh, Mr. Kenneth R. McKinnon; Mr. Peter Nicol, Ms. Beverley Smith and Mr. Stanley T. Smith.
Kenneth McKinnon
executiveThank you. I declare the nominations closed. I will now ask for a motion that each of the nominees be elected to serve as a director.
Michael Kelly
executiveMr. Chair, I move that each of the 6 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 and appointed.
Kenneth McKinnon
executiveIs there a seconder?
Lindsay Sali
executiveMr. Chair, I second the motion.
Kenneth McKinnon
executiveWe 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?
Paul Baay
executiveIt appears there are no further questions or comments on this item.
Kenneth McKinnon
executiveThank you. The motion has been recorded and will be voted upon after all other items of business have been discussed. The final 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.
Michael Kelly
executiveMr. Chair, I move that KPMG LLP be appointed as auditors of the company to hold the office until the close of the next Annual Meeting of Shareholders or until their successor is appointed at such remuneration as may be determined by the Board of Directors and that the Board of Directors be authorized to fix such remuneration.
Kenneth McKinnon
executiveThank you. Is there a seconder?
Lindsay Sali
executiveMr. Chair, I second the motion.
Kenneth McKinnon
executiveWe will now address any questions or comments from registered shareholders or proxy holders that are directly related to the appointment of auditors. Have any questions or comments been raised?
Paul Baay
executiveIt appears there are no further questions or comments on this item.
Kenneth McKinnon
executiveThank you. The motion has been recorded and will be voted upon after all other items of business have been discussed. Now that we have discussed all of the items of business, we will open voting on all motions set forth today for 1 minute before I declare voting to be closed. Again, if you have 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. The 1-minute period will begin now. [Voting]
Kenneth McKinnon
executiveI would now like to ask Odyssey Trust Company to close the poll. Thank you to our shareholders who have voted in advance and during today's meeting. The polls are now closed, and we will now proceed with announcing the voting results of the meeting. I have been advised by the scrutineer that the ballots and proxies deposited for the meeting have been voted in favor of the resolutions. As such, I declare each of the resolutions considered at today's meeting in respect of those matters as carried. The exact number of votes cast in respect of each matter will be filed on SEDAR and by the news release, which will also be made available on our website. That now concludes the formal business of this 2025 Annual Meeting of Shareholders, and I declare the meeting is now concluded. We will now have Paul Baay, Touchstone's President and Chief Executive Officer, to answer any registered shareholders' or duly appointed proxy holders' questions as time permits. Paul?
Paul Baay
executiveThanks, Ken. Thanks, Mr. Chair. We have no questions that have come in online. And I'm not going to give a formal presentation because we've been doing that on a continual basis. What I would suggest to everybody is we'll continue to keep informed both on our RNSs and press releases in Canada as well as the various social media platforms that we're on. So just everybody can stay tuned for updates on that. I don't know if you have anything else to add.
Kenneth McKinnon
executiveThank you, Paul. Thank you, everybody, for attending.
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