Whitecap Resources Inc. (WCP) Earnings Call Transcript & Summary

Good morning, and welcome to Whitecap Resources Special Shareholders Meeting being held this morning by audio webcast on the Lumi meeting platform. And I would like to turn the conference over to Whitecap's Chairman of the Board, Mr. Ken Stickland. Please go ahead.

Thank you. Good morning, everyone. Welcome to the Special Meeting of Shareholders of Whitecap Resources, Inc., and I'd like to extend a special welcome to any TORC shareholders who are joining us on the platform today. The meeting will now come to order. I'm Ken Stickland, and I'm Chairman of the Board of Directors of Whitecap Resources, Inc., and I'll act as Chair of the meeting. As the COVID-19 crisis prevents us from holding our meeting in person, it's hosted on the Lumi virtual shareholder meeting platform. This allows registered shareholders to vote and submit questions and comments to the moderator to be read and addressed at the meeting. If you have a question or comment today, please submit it through the system. Following the formal portion of our meeting, Grant Fagerheim, our President and Chief Executive Officer, will make some brief remarks. I shall ask Shannon Gangl to act as Secretary of the meeting and Jacquie Fisher and Paul Bedard, representatives of Odyssey Trust Company to act as scrutineers. I have received confirmation from Odyssey as the due mailing of the meeting materials. I direct this confirmation, together with copies of these documents be kept by the secretary with the minutes of this meeting. Business may be transacted at this meeting if 2 or more persons are present holding or representing by proxy not less than 25% of the shares entitled to vote at the meeting. I've been advised by the Scrutineer that the report has been received, and it shows that there is a quorum of shareholders present at the meeting. I direct that the Scrutineers' report be kept by the secretary with the minutes of this meeting. As a result, I now declare that this meeting is regularly called and properly constituted for the transaction of business. Today, we will conduct each vote by way of vote cast on the Lumi platform and those submitted by proxy. I understand that the scrutineers have tabulated all the votes received prior to voting cutoff. If you have previously voted, you do not need to vote again when prompted. By voting again, he will revoke any previous vote made prior to voting cutoff. We will now open the voting for both of the resolutions. Particulars of the votes cast on all matters may be obtained from the secretary after the meeting. I direct that the Scrutineers report on all matters being next to the minutes of this meeting as a schedule. The first item of business is the consideration of the share issuance resolution to approve the issuance of up to 133,293,618 common shares of the company pursuant to the business combination with TORC Oil & Gas Ltd. The full text of the share issuance resolution is found at Appendix B to the joint management information circular of Whitecap and TORC dated January 5, 2021. Thanh?

My name is Thanh Kang, and I move that the share issuance resolution set out at Appendix B to the joint management information circular of Whitecap and TORC dated January 5, 2021, be approved.

My name is Janice Wood, and I second the motion.

Thank you. Is there any discussion or questions submitted from any registered shareholder or proxy holder on that motion?

Mr. Chairman, there are no questions on that motion.

Thank you, Thanh. The next item of business is to -- is the consideration of a special resolution to approve the amendment of Whitecap's articles to increase the maximum number of Board members from 9 to 12.

I move that the special resolution on Page 97 of the joint management information circular of Whitecap and TORC dated January 5, 2021, be approved.

I second the motion.

Thank you. Is there any discussion or questions submitted from any registered shareholder or proxy holder on that motion?

Mr. Chairman, there are no questions on that motion.