Welcome to the annual general and special meeting of shareholders of Petrus Resources Ltd. These provide will not be managed presentation as part of this AGM. The meeting will now come to order. My name is Ken Gray, and I'm the president of Petrus. I will act as chairman of the meeting. In order to attempt to deal with the formal portion of the meeting as efficiently as possible, we have prearranged with designated shareholders to move motions. This is in no way intended to discourage any comments, questions, or discussion on the motion. Jeff Oke of BD&P will act as secretary of the meeting, and the representative of Odyssey Trust Company, Nazim, our transfer agent, will act as scrutineer. I've received a declaration from Odyssey with respect to the due mailing of the proxy materials and the 2022 audited financial statements of the company.
The reading of the notice of meeting will be dispensed with. In accordance with the bylaws of the company, business may be transacted at the meeting if there are not less than two persons present or representing by proxy, not less than 25% of the shares entitled to be voted at the meeting. The scrutineer's report shows that a quorum is present. I now declare that the meeting is regularly called and properly constituted for the transaction of business. To my knowledge, each resolution to be considered today will be passed by the proxies deposited in advance of the meeting. Voting in respect of the election of directors and in respect of the reduction in the stated capital of the common shares will be by ballot. Voting in respect of fixing the number of directors and the appointment of auditors of the company will be by show of hands.
Any registered shareholders and holders of valid proxies were given a ballot when they registered with Odyssey at the entrance. We would like to collect all remaining ballots at this time. If you have not returned your ballots, please raise your hand so that the scrutineers can collect them now. The first item of business is the presentation of the audited financial statements for the year ended December 31st, 2022. A vote on the financial statements is not required or proposed. Copies of the financial statements are available to shareholders upon request. The next item of business is to fix the number of directors of the company to be elected at the meeting.
I move that the number of directors to be elected at the meeting be fixed at five in number. I second the motion.
Any discussion? All those in favor, please raise your hands. Any contrary? Nobody contrary. Motion is carried. The next item of business is the election of directors. Our bylaw contain advance notice provisions, which provide a procedure to be followed for the nomination of directors at meetings of shareholders of the company. In accordance with the advance notice provisions, the only individuals entitled to be nominated as directors at this meeting are the persons' names nominated in the company's information circular and proxy statement dated May 19th, 2023. Accordingly, Patrick Arnell, Donald Cormack, Don Gray, Ken Gray, and Peter Verburg are hereby nominated as directors of the company to hold office until the next annual election of directors, or until their successors are elected or appointed, subject to the provisions of the Business Corporations Act of Alberta and the bylaws of the company. Is there any discussion?
In accordance with our majority voting policy, the election of directors has been conducted by way of a ballot, allowing registered shareholders and holders of valid proxies to register votes for or to be withheld from each individual director. I've been advised by the scrutineers that the results are more than 50% in favor of each director, and in accordance with legal requirements and our majority voting policy, those nominated are duly elected as directors. The next item of business is to consider a special resolution approving the reduction in the stated capital of the common share of the company, as more fully set out in the information circular.
I move that the special resolution as set forth on page 11 of the information circular and company statement of the company dated May 19th, 2022, approving a reduction in the stated capital of the common share of the company be approved. I second the motion.
Is there any discussion on the motion? Voting on this matter has been conducted by ballot. Any registered shareholders or proxy holders who have not returned their ballots, please raise your hand so the scrutineer can collect your ballots now. The scrutineer has advised that the resolution has been approved by the requisite majority of the votes cast, and I declare the resolution carries. The next and final item of business is the appointment of auditors.
I move that PricewaterhouseCoopers as each private professional and the appointed auditors of the company, until the next annual general meeting or until their successor are appointed, and that their remuneration as such is paid by the board of directors. I second the motion.
Is there any discussion on the motion? All in favor signify by raising their right hand. Any contrary? Motion is carried. Unless there are any questions from the floor, the chair would entertain a motion that the formal portion of the meeting be terminated.
I move that the meeting be terminated. I second the motion.
All in favor signified by raising their right hand. Any contrary? Motion is carried. I declare this meeting terminated. Brian?
Yes, sir.
Yes. That's the formal portion of the meeting. We don't have a presentation, but we're certainly happy to answer any questions you might have.
No, no. What, am I the only guy who called in? I was just calling to listen.
Yeah. Yeah, I think you're the only guy, so.
Well, I know y'all. Where's the stock gonna be six months from now? I mean, come on.
That's right.
no, I just, I was, you know, I got a little bit in you guys, so I don't mind spending 15 minutes out of my day to 8 minutes out of my day to listen in and make sure everything's passing, everything's good.
Yeah. Okay, well, we're glad you called, and certainly if there's any questions you ever have, you can just give me a call.
Oh, I know that. You guys have always been accessible, and I appreciate that. That, it always gives me confidence investing in a company where people will return your phone calls. Unlike Arch, who I have sent several emails to get clarifications, and nobody ever bothered even responding. I guess I don't own enough shares of them, or they just doesn't give a damn. Who knows?
Yeah. Well, we'll try to respond.
No, I know you will. I know you will. Not worried about it. I just figured I'd listen in since I could listen in. I'm sitting here working this day and figured, oh, man, this would be a little fun. At least you can say one person showed up to the AGM.
Yeah, we can say one, so we got you there.
I did it. I made the list.
Yeah, absolutely.
Well, guys, you guys have a good day, and keep fighting the good fight.
Okay. Thank you.
Thank you. Bye.