PetroTal Corp. (TAL) Earnings Call Transcript

Hello, and welcome to the Annual General and Special Meeting of Shareholders of PetroTal Corp. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtained all required consent for the disclosure recording transfer and use of such personal information from all appropriate persons before your disclosure. [Operator Instructions] It is now my pleasure to turn today's meeting over to Mark McComiskey, Chair of PetroTal Board of Directors. The floor is yours.

Thank you. Good morning, everyone. On behalf of the Board of Directors of PetroTal I'm delighted to welcome you to the Annual General and Special Meeting of the Shareholders of PetroTal Corp. The Board and management both very much appreciate your interest and attendance today. My name as you heard is Mark McComiskey and is Chair of the Board of PetroTal. I will act as the Chair of today's meeting. I would also like to introduce Sudan Maccio, PetroTal's Chief Legal Counsel and Corporate Secretary; who will be in attendance online today at today's meeting. We also welcome those of you who are not shareholders to this meeting, but I remind everyone that only shareholders or proxy holders of PetroTal are entitled to take an active part in the formal business of the meeting. On behalf of the Board, I wish to express thanks to those shareholders who have submitted their proxies in advance of today's meeting. During the formal business portion of the meeting, please note that only registered shareholders or duly appointed proxy holders of PetroTal are permitted to vote or otherwise participate. As the meeting is being held virtually via live webcast, we think it is necessary to set out guidelines for the orderly conduct of the meeting. To that end, questions in respect of a motion can be submitted by a registered shareholder or duly appointed proxy holder using the webcast portal's instant messaging service by clicking on the Q&A tab. Please note that there will be a slight delay in the publication of the messages received. When asking a question, please indicate your name, which entity represent, if any, and confirm that you are a registered shareholder or a duly appointed proxy holder. Questions will only be addressed during the designated question periods of the meeting, provided that questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting. Management will address as many appropriate questions as time permits. If multiple questions are received on the same topic or in a similar manner, they may be summarized and answered together. If any questions are not addressed during the meeting due to time constraints, responses may be provided after the meeting by posting on the corporation's website or by e-mail as appropriate. If you are a registered shareholder or a duly appointed proxy holder and have already voted by submitting your proxy form in advance of the meeting, it is not necessary for you to vote again today since your vote will be recorded in accordance with your proxy instructions. Registered shareholders and duly appointed proxy holders may vote online during the meeting using the control number provided on their proxy or voting instruction form. For the purposes of the meeting today, voting on all matters will be conducted by a single electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all such business items. Only registered shareholders and duly appointed proxy holders of the corporation are permitted to participate in the voting. When you are asked to vote, you will receive a message on the virtual interface requesting you to register your votes. You will only have a certain amount of time to do so. If we encounter any technical difficulties with the webcast, please remain logged on, and we will resume as soon as possible. The meeting will be recorded and made available on PetroTal's website. We will now proceed with the formal portion of today's meeting. So with those points of order established, I will now call the PetroTal Annual General and Special Meeting to order. The first order of business is appointment of the Secretary and Scrutineer. Suzanne Ferguson of the Cornerstone Governance Corporation is in attendance today. And with the consent of the meeting, I appoint you to act as Secretary of the meeting. Jennifer Oliver of Computershare Trust Company of Canada, PetroTal's transfer agent is also in attendance today, and with consent of the meeting, I appoint her to act as scrutineer for the meeting. The Scrutineer will tabulate all votes received during the meeting and those received by proxy and will generate a final report at the end of the meeting. The notice calling this meeting, the form of proxy and the management information circular dated May 9, 2025 in respect of this meeting were provided to shareholders pursuant to the notice and access provisions of National Instrument 54-101 and have been filed on SEDAR+. I ask that the affidavit of providing the due mailing of the notice and access notification required by NI 54-101 be filed with the records of the meeting. The purpose of this meeting is to accomplished several items, the first of which is to receive the financial statements for the fiscal year ended December 31, 2024, and the report of the auditors thereon. Also to fix the number of directors to be elected at 8 to elect the directors for the ensuing year, to reappoint the auditors of the corporation to hold office until the next Annual Meeting of the Shareholders and to authorize the directors to fix the auditor remuneration, to consolidate the common shares on the basis of a ratio of between 5 and 10 pre-consolidation common shares for every 1 post-consolidation common share and to transact such other businesses may properly come before the meeting or any adjournments thereof. The scrutineers provided me with a preliminary report on attendance and the count indicates at 54 shareholders are present or represented by proxy, representing 403,104,644 common shares. Accordingly, 44.02% of the outstanding common shares are currently represented at this meeting. As such, I declare that a quorum is present and that this meeting is properly constituted for the transaction of business. I direct that a copy of the scrutineers' report be filed with the records of the meeting. In order to have the meeting proceed efficiently, we have asked shareholders of PetroTal to move the motions to be put before the meeting. This is not intended to preclude shareholder discussion in any way only to assist with the progress of the meeting. For the purposes of the meeting today, as discussed voting on all matters will be conducted virtually by a single electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all such business items. You will receive a message on the webcast when you're asked to vote, requesting you to register your votes and you will have a limited amount of time to do so. After you have registered your votes for all business items of today's meeting, the scrutineer will compile the votes in respect of each business item. Again, if you've already submitted a proxy and have not revoked, your vote will be included in the ballot as required. Proxies launched before this meeting allow management of the corporation to cast a significant number of votes. Based on the number of shares represented at this meeting, the members of management here with me today are able to determine the outcome of all motions that will go to a vote today on the basis of those proxies. I therefore declare all the motions which may go to a vote today will be carried even though all of the votes may not yet have been counted on a final report and the final report may not yet be available. The scrutineer will tabulate all votes received in the meeting today and those received by proxies and generate a final report at the end of the meeting. At this point, we will open the floor to answer questions from registered shareholders or duly appointed proxy holders.

There are no questions on the line.

There being no questions, we will continue at the meeting. The first item of business is the receipt of the annual financial statements of the corporation and the auditor's report for the year ended December 31, 2024. The annual financial statements of the corporation the corresponding auditor's report were made available to shareholders in accordance with securities laws requirements together with the notice of this meeting. I request the secretary to file a copy of the annual financial statements and auditor's report with the minutes of this meeting. I would now like to move the formal business of the meeting and the resolutions for consideration before the meeting today. There are 4 resolutions as follows: Resolution 1, to set the number of directors to 8; Resolution 2, the election of the 8 directors of the company for the ensuing year. The company's management has nominated the following persons for election as directors: Manuel Pablo Zuniga-Pflucker, Mark McComiskey, Gavin Wilson, Eleanor Barker; Jon Harris, Felipe Arbelaez Hoyo, Emily Morris, Denisse Abudinen. Resolution 3, to reappoint the auditor for the ensuing year. It is proposed that Deloitte LLP be appointed as auditors of the corporation for the ensuing year and that the directors be authorized to fix their remuneration. Resolution 4, a special resolution to authorize the Board to consolidate the common shares of the corporation on the basis of a ratio of between 5 and 10 pre-consolidation common shares for each 1 post-consolidation common share. May I have a motion for each of the resolutions.

I move that. I move that the number of directors to be elected to be fixed at 8 that each of: Manuel Pablo Zuniga-Pflucker, Mark McComiskey, Gavin Wilson, Eleanor Barker, Jon Harris, Felipe Arbelaez Hoyo, Emily Morris and Denisse Abudinen be elected as directors to hold office until the conclusion of the next annual meeting of the company. I will also move that Deloitte LLP be appointed as auditor of the company to hold office until the close of the next Annual General Meeting of the company and that the directors be hereby authorized to fix the remuneration to be paid to the auditors that it be resolved by a special resolution to authorize the Board to consolidate the common shares of the company on the basis of a ratio of between 5 and 10 pre-consolidation common shares for each 1 post-consolidation share.

Thank you. We'll pause now to allow for any delay in the broadcasting of the online meeting to allow questions to be submitted by registered shareholders and duly appointed proxy holders participating virtually.