Western Energy Services Corp. (WRG) Earnings Call Transcript & Summary

Good afternoon. My name is Sylvie, and I will be your conference operator today. At this time, I would like to welcome everyone to the Western Energy Services Corp. Annual General Meeting Conference Call. Note that all phone lines have been placed on mute to prevent any background noise. Mr. Mathison, you may begin your meeting.

Thank you very much, Sylvie. So good afternoon, ladies and gentlemen. Thank you for joining us today for the Annual Meeting of Shareholders of Western Energy Services Corp. As you've just heard, my name is Ron Mathison. I'm the Chairman of the Board and it is my pleasure to chair this meeting. So before we proceed, I would like to make some introductions beginning with your Board of Directors. In addition to myself, the following directors and directors' nominees are present; Alex MacAusland, Alex is also our President and Chief Executive Officer; Lorne Gartner; John Rooney, I don't believe, is in attendance, at least not yet, George Armoyan is not in attendance nor is Donald Copeland. Trent Boehm is here. Colleen Cebuliak is not with us today, and Tomer Cohen is also here. Also with us today are members of our senior management team: Jeffrey Bowers, Senior Vice President, Finance, Chief Financial Officer and Corporate Secretary; Peter Balkwill, Vice President, Finance; Dan Lundstrom, Vice President HS&E. And I'd also like to thank and acknowledge the contribution of the many other employees who have helped to build the corporation over the years. I now propose to proceed with the formal part of the meeting and to make the best use of our time, a number of shareholders have agreed to propose and second motions. Those present are reminded that only registered shareholders and their duly appointed proxy holders are entitled to participate in the formal part of the meeting. For shareholders who have opted to listen to the annual meeting via conference call, I wish to remind them that this is not a virtual meeting and only shareholders or proxy holders present at the meeting may make motions and vote. Shareholders cannot vote as part of the conference call. The annual meeting will be held for the sole purpose of the matters to be acted upon at the annual meeting, and no corporate update or investor presentation will be provided. Shareholders will be able to ask questions to management via e-mail to [email protected] (sic) [ [email protected] ] at the conclusion of the meeting. I'll now call the meeting to order, and I'll ask [ John Hunter ] to act as Secretary of the meeting. And with the consent of the meeting, I appoint representatives of Computershare Trust Company of Canada to act as scrutineers. Pardon me. Notice of this Annual Meeting of Shareholders of Western Energy Services Corp. was mailed to all shareholders of record as of the close of business on May 24, 2022. I direct that proof of mailing of the notice and the other documents mailed to shareholders be kept within the minutes of this meeting. Voting results for the matters considered at the meeting will be filed on SEDAR by the corporation in accordance with the requirements of applicable securities laws. The scrutineers have advised me that there are represented in person or by proxy a total of... scrutineers?

Mr. Chairman, there are a total of 9 shareholders in person, representing approximately 3,197,465 shares. 29 shareholders by proxy representing 3,645,987,727 million, total shareholders 38, approximately 3,649,185,192 shares, representing a total of approximately 89% of the issued outstanding.

Thank you. I now declare this meeting to be duly called and properly constituted for the transaction of business. So the first item of that business is to receive the audited consolidated financial statements of the corporation for the year ended December 31, 2021, which have been approved by the Board of Directors, and together with the auditor's report thereon have been mailed to the registered shareholders and supplemental mailing list. Additional copies of the financial statements are available on request. No action is required to be taken by the shareholders on these financial statements. I now declare that the audited consolidated financial statements of Western Energy Services Corp. for the fiscal year ended December 31, 2021, and the auditor's report thereon have been received by the shareholders as submitted to this meeting. It is now in order to proceed with the election of directors. In accordance with our articles and bylaws, the Board of Directors has determined that the Board shall consist of 7 members this year. The names of those persons who have been nominated for election as directors of Western Energy Services Corp. until the date of the next Annual Meeting of Shareholders or until their successors are elected or appointed are: myself, Ronald Mathison, Trent Boehm, Colleen Cebuliak, Tomer Cohen, Lorne Gartner, Alex MacAusland; and John Rooney. No other nominations were received in accordance with Article 9 of the corporation's bylaws dealing with the requirements for advanced notice of nominations of directors. Accordingly, I declare the nominations closed and will now ask a registered shareholder or proxy holder to move the resolution electing those nominated as directors of the corporation.

I move Ronald Mathison, Trent Boehm, Colleen Cebuliak, Tomer Cohen, Lorne Gartner, Alex MacAusland and John Rooney being elected as directors of the corporation to hold office until the close of business of the next annual meeting of the shareholders or until their successors are duly elected or appointed.

Thank you, Dan.

Mr. Chairman, I second the motion.

Peter, thank you. We will now proceed with the election of the directors and in accordance with the individual voting standard for the election of directors adopted by the Board of Directors, we will conduct the vote for the election of directors by way of ballot. The scrutineer has distributed the ballots to be completed by the shareholders and duly appointed proxies. If you've not already done so, please complete and sign your ballot and turn it to scrutineer. The motion has been carried as a resolution with the individual election of each director receiving more [ four ] votes than withheld votes. I declare each of the nominated persons to be duly elected directors of the corporation to hold office for the ensuing year until the next Annual Meeting of Shareholders or until their successors are elected or appointed, unless such office is earlier vacated in accordance with the bylaws of the corporation. I direct that the scrutineer's report on the results of the ballot be annexed to the minutes of the meeting. So the next item of business is the appointment of auditors. May I now have a motion to appoint Deloitte LLP as auditor of the corporation until the close of the next Annual Meeting of Shareholders at such remuneration as may be fixed by the Board of Directors, and that the directors be and are hereby authorized to fix such remuneration.

Mr. Chairman, I so move.

Thank you, Chris.

I second the motion.

Peter, thank you very much. Any discussion of the motion? It doesn't appear to be. So we will conduct the vote for the appointment of auditors by way of ballot. Once again, the scrutineer has distributed the ballots to be completed by the shareholders, and we know that there are no other ballots in the room. So the scrutineer has now advised as well that the motion has been carried as a result -- as a resolution with the appointment of auditors receiving more [ four ] votes than withheld votes. I direct that the scrutineer's report on the results of the ballot be annexed to the meeting -- to the minutes of the meeting, pardon me. The next item of business is the approval of a share consolidation. Shareholders are asked to consider and, if deemed advisable, prove a special resolution authorizing the Board to elect, in its discretion, to file articles of amendment to amend the corporation's Articles of Amalgamation in order to consolidate the corporation's issued common shares into a lesser number of issued common shares on the basis of 1 Post-Consolidation Common Share for a number of Pre-Consolidation Common Shares to be determined within a range of between 75 and 120 Pre-Share Consolidation Common Shares and authorizing the Board to determine the final share consolidation ratio within the consolidation range in its sole discretion, pursuant to Section 173(1)(f) of the Alberta Business Corporations Act. The share consolidation resolution is a special resolution, and as such requires approval of not less than 66 and 2/3% of the votes cast by shareholders present in person or represented by proxy at the meeting. The full text of the share consolidation resolution is set out on Pages 13 and 14 of the corporation's management information circular. May I now have a motion to approve the share consolidation resolution as set out on Pages 13 and 14 of the corporation's management information circular.

Mr. Chairman, I so move.

Thank you, Dan.

I second the motion.

Thank you, Peter. Any discussion on the motion? Okay, we'll move on then. We will conduct the vote for the share consolidation by way of ballot. The scrutineer has distributed the ballots to be completed by the shareholders and duly appointed proxies. Once again, if you've not already done so, please complete and sign the ballot, return it to the scrutineer. And I think John and Dan are telling me that has already taken place and that the motion has been carried as a resolution with the share consolidation receiving more [ four ] votes than against votes. I direct that the scrutineer's report on the results of the ballot be annexed to the minutes of the meeting. And if there is no other business, may I have a motion to terminate this meeting?

I move that the meeting be terminated.

Thank you again, Dan.

I second the motion.

Thank you very much, Chris. All in favor, please raise your hand. Opposed, if any? I don't see any hands. So I declare the motion carried. This Annual Meeting of Shareholders of Western Energy Services Corp. is terminated, and I'd like to thank you very much for attending. This concludes the meeting today, and I want to ask, pardon me, I want to thank everyone for attending and listening on the phone. Shareholders are able to ask questions to management via e-mail, as I mentioned, to [email protected]. And I think that's it.

Thank you, sir. Ladies and gentlemen, this does conclude your meeting for today. Once again, thank you for attending. And at this time, we do ask that you please disconnect your lines.