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

Good afternoon. My name is JP 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. [Operator Instructions] Mr. Mathison, you may begin your conference.

Thank you. Can everyone hear me? I guess that -- I'll take that as an affirmative. So good afternoon, ladies and gentlemen. Thank you for joining us today for the Annual Meeting of Shareholders of Western Energy Services Corp. My name is Ron Mathison. I'm the Chairman of the Board of the Corporation, and it is my pleasure to chair this meeting. Before we proceed, I would like to make some introductions, beginning with your Board of Directors. So in addition to myself, the following directors are present either in person here or online: Trent Boehm, Colleen Cebuliak, Tomer Cohen, Lorne Gartner, Alex MacAusland, and John Rooney. Sorry, I forgot to mention Alex is also our President and CEO. 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; April Williams, Vice President, Human Resources; and Chantel Calancia, Corporate Controller. I'd also like to thank and acknowledge the contribution of many other employees who have helped build our corporation. I now propose to proceed with the formal part of the meeting. 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, however, be able to ask questions of management via e-mail to [email protected] at the conclusion of the meeting. With that, I will now call the meeting to order. I'll ask an old familiar face, [ Sherry Push ], 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. 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 March 20, 2023. I direct that proof of mailing of the notice and the other documents mailed to shareholders be kept with 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 27,925,380 shareholders representing approximately 82.52% of the corporation's common shares and therefore, a quorum is present. So I now declare this meeting to be duly called and properly constituted for the transaction of business. The first item of business is to receive the audited consolidated financial statements of the corporation for the year ended December 31, 2022, 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 lists. Additional copies of the financial statements are, of course, available upon request. No action is required to be taken by the shareholders on these financial statements. I now declare that the audited financial statements of Western Energy Services Corp. for the fiscal year ended December 31, 2022, and the auditor's report thereon have been received by the shareholders as submitted to this meeting. And with that, 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, Ron Mathison; Trent Boehm; Colleen Cebuliak; Tomer Cohen; Lorne Gartner; Alex MacAusland; and last but not least, 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 nomination of directors. Accordingly, I declare the nominations closed, and we'll now ask a registered shareholder or proxy holder to move the resolution electing those nominated as directors of the corporation.

I move that Ronald Mathison, Trent Boehm, Colleen Cebuliak, Tomer Cohen, Lorne Gartner, Alex MacAusland and John Rooney be elected as the 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.

And thank you, Peter. 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. Scrutineer has delivered -- pardon me, has distributed the ballots to be completed by the shareholders and duly appointed proxies. If you've not already done so, please complete and submit your ballot and return it to the scrutineer. I can announce that the motion has been carried as a resolution with the individual election of each director receiving more for 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. 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 directors be and are hereby authorized to fix such remuneration?

Mr. Chairman, I so move.

Thank you, Chantel.

I second the motion.

Thank you, Peter. Any discussion? Hearing none, all in favor, please raise your hand. Withheld, if any? I declare the motion carried. The next item of business is the approval of unallocated options under the corporation's stock option plan. Under the TSX Company Manual, all unallocated options to acquire common shares under the stock option plan must be approved by shareholders every 3 years. This motion must be passed by a majority of the votes cast by the shareholders present in person or by proxy. A description of the requirement for approval of unallocated options is set out on Pages 8 and 9 of the information circular. May I now have a motion to approve the unallocated options under the corporation's stock option plan as set out on Page 9 of the corporation's management information circular?

Mr. Chairman, I so move.

Thank you, Dan.

I second the motion.

Thank you, Peter. Any discussion? Okay then, we will now proceed with the approval of the unallocated options under the corporation's stock option plan, and we will conduct the vote for by way of ballot. The scrutineer has distributed the ballots to be completed by the shareholders and duly appointed proxies. If you have not already done so, for those here in person, please complete and sign your ballot and return it to the scrutineer. I declare the motion carried with the resolution for the approval of unallocated options under the corporation's option plan receiving more for 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. The next item of business is the approval of unallocated RSUs under the corporation's RSU plan. Under the TSX Manual, all unallocated RSUs under the RSU plan must be approved by shareholders every 3 years. This motion must be passed by a majority of the votes cast by the shareholders present in person or by proxy. A description of the requirements for approval of all unallocated RSUs is set out on Pages 9 and 10 of the information circular. May I now have a motion to approve the unallocated RSUs under the corporation's RSU plan as set out on Page 10 of the corporation's management information circular?

Mr. Chairman, I so move.

Thank you, Dan.

I second the motion.

Thank you, Peter. Any discussion? Hearing none, we will now proceed with the approval of the unallocated RSUs under the corporation's RSU plan, and we will again conduct the vote by way of ballot. The scrutineer has distributed the ballots to be completed by the shareholders and duly appointed proxies. If you have not already done so, please complete and sign your ballot and return it to the scrutineer. I declare the motion carried with the resolution for the approval of unallocated RSUs under the corporation's RSU plan receiving more for 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. The next item of business is the approval of the amendment to the corporation's stock option plan. This motion must be passed by a majority of the votes cast by shareholders present in person or by proxy. A description of the requirement for approval of the amendment to the stock option plan is set out on Pages 10 and 11 of the information circular. May I now have a motion to approve the amendment to the corporation's stock option plan as set out on Page 11 of the corporation's management information circular?

Mr. Chairman, I so move.

Thank you again, Dan.

I second the motion.

And thank you again, Peter. We will now proceed with the approval of the amendment to the stock option plan, and we will conduct the vote for by way of ballot. 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 return it to the scrutineer. I declare the motion carried with the resolution for the approval of the amendment to the stock option plan receiving more for 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 this meeting be terminated.

Thank you again, Dan.

I second the motion.

And thank you, Chantel. All in favor, please raise your hand. Opposed, if any? I declare the motion carried. This Annual Meeting of Shareholders of Western Energy Services Corp. is terminated. Thank you very much for attending both in person and electronically. This concludes our meeting today, and I want to thank everyone for attending and listening on the phone. Shareholders are welcome to ask questions of management, as I mentioned, via e-mail to [email protected]. Thank you.

Ladies and gentlemen, this concludes today's conference call. Thank you for your participation. You may now disconnect.