Western Energy Services Corp. ($WRG)

Good afternoon. My name is Joanna, 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] Thank you. Mr. Mathison, you may begin your conference.

Thank you. Good afternoon, ladies and gentlemen. Thank you for joining us today for the Annual and Special Meeting of Shareholders of Western Energy Services Corp. I'm Ron Mathison. I'm the Chair of the Board, and it is my pleasure to chair this meeting. But before we proceed, I would like to make some introductions beginning with your Board of Directors. Trent Boehm, Colleen Cebuliak, Tomer Cohen, Lorne Gartner; and John Rooney. Also with us today are members of our senior management team, including Gavin Lane, our Chief Executive Officer; and Orson Ross, Senior Vice President, Finance and Chief Financial Officer. I would also like to thank and acknowledge the contribution of many of our other employees who have helped build the corporation. 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 and Special 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 and Special Meeting will be held for the sole purpose of the matters to be acted upon at the Annual and Special 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 Annual and Special Meeting. With that, I will now call the meeting to order, and I'll ask [ Ally Onischuk ] to act as Secretary of the meeting. And with the consent of the meeting, I appoint representatives of Odyssey Trust Company to act as scrutineers. Notice of this Annual and Special Meeting of Shareholders of Western Energy Services Corp. was mailed to all shareholders of record as of the close of business on March 20, 2026. 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 for the matters considered at the meeting will be filed on SEDAR by the corporation in advance -- 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 26 shareholders, representing approximately 63% of the corporation's common shares and that, therefore, a quorum is present. So I now declare this meeting to be duly called and properly constituted for the transaction of business. We're going to conduct the votes on all matters before us by ballot. On a ballot, every shareholder entitled to vote on the matter has 1 vote in respect of each share entitled to be voted on the matter and held by that shareholder. We will be concluding on the motions at the end of the meeting once we have been through all of the agenda items. After all agenda items have been addressed, we request that you please complete and sign your ballot and return it to the scrutineer, at which time the Chair, me will report on the results of all matters being acted upon at the meeting. The first item of business is to receive the annual consolidated financial statements of the corporation for the year ended December 31, 2025, which have been approved by the Board of Directors and together with the auditor's report thereon, have been mailed to registered shareholders and supplemental mailing list. Additional copies of the financial statements are available upon request. No action is required to be taken by shareholders on these financial statements. So I now declare that the annual consolidated financial statements of Western Energy Services Corp. for the fiscal year ended December 31, 2025, and the auditor's report thereon have been received by the shareholders as submitted to this meeting. It's 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 6 members this year. The names of those persons who have been nominated for election as directors of Western Energy Services Corp. will serve 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; 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 Nomination 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 that, Ron Mathison, Trent Boehm, Colleen Cebuliak, Tomer Cohen, Lorne Gartner; and John Rooney be elected as directors of the corporation to hold office until the close of business of the next Annual Meeting of Shareholders, or until their successors are duly elected or appointed.

Thank you, Orson.

Mr. Chair, I second the motion.

Terry. We will now proceed with the election of 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. We request that you please complete your ballot and return it to the scrutineer after all agenda items have been addressed, at which time I will report on the results of all matters being acted upon at 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 the directors be and are hereby authorized to fix such remuneration.

Mr. Chair, I so move.

Thank you, Orson.

I second the motion.

Thank you, Terry. Any discussion? Okay. We will then now proceed with the appointment of the auditors. We'll conduct the vote for the appointment of the auditors by way of ballot. The scrutineer has distributed the ballots to be completed by the shareholders and duly appointed proxies. We request that you please complete your ballot and return it to the scrutineer after all agenda items have been addressed, at which time I will report on the results of all matters being acted upon at the meeting. 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. The 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 all 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. Chair, I so move.

Thank you again, Orson.

I second the motion.

Thank you again, Terry. Any discussion? None required. We will now proceed with the approval of the unallocated options under the corporation's stock option plan, and we will conduct the vote by way of ballot. The scrutineer has distributed the ballots to be completed by the shareholders and duly appointed proxies. We request that you please complete and sign your ballot and return it to the scrutineer. Upon the scrutineer compiling the results of all ballots, I will present the results of the ballots for all matters being acted upon at the meeting. Thank you. The scrutineers have provided their preliminary report of the results of today's voting. On the matter of the election of directors, I am advised by the scrutineer that more of the votes cast have been voted in favor of the appointment of each of Ron Mathison, Trent Boehm, Colleen Cebuliak, Tomer Cohen, Lorne Gartner; and John Rooney as directors of the company and have been voted against such appointments. Therefore, I declare that this motion is carried. As a side note, I'm happy to advise that our newly appointed Board intends to meet shortly after this meeting to consider and if we think it's appropriate to appoint Gavin Lane, the company's President and CEO, to be an additional director on the Board in accordance with the authority granted under the company's articles and the Business Corporations Act, in which case, he would serve in that role until the next Annual General Meeting. If his appointment is approved, which I'm guardedly optimistic he will be, we'll announce the appointment publicly along with the voting results from today's meeting. On the matter of the appointment of Deloitte LLP as auditor of the company, I'm advised by the scrutineer that greater than a majority of the votes cast have been voted for the appointment of Deloitte LLP and authorizing the Board to fix the auditor's remuneration. Therefore, I declare that this motion is also carried. On the matter of the approval of unallocated options under the corporation's option plan, I am advised by the scrutineer that a greater -- that greater than a majority of the votes cast have been voted in favor of approving the unallocated options under the corporation's option plan. Therefore, I declare that this motion is also carried. I direct that the scrutineer's report on the results of the ballots be annexed to the minutes of this meeting. If there is no other business, may I have a motion to terminate the meeting?

I move that this meeting be terminated.

Change the order. Thank you, Terry.

I second the motion.

Thank you, Orson. All in favor, raise your hand. Opposed, if any? Knock that one by as well. So I declare the motion carried and this Annual and Special Meeting of Shareholders of Western Energy Services Corp. is terminated. Thank you for attending. This concludes our meeting today. I want to thank everyone for attending and listening on the phone. And just to remind you that shareholders are able to ask questions of management via e-mail at [email protected]. And with that, I think we are terminated.

Ladies and gentlemen, this concludes today's conference call. We thank you for participating. You may now disconnect.