Alaris Equity Partners Income Trust (ADUN) Earnings Call Transcript & Summary

August 31, 2020

Toronto Stock Exchange CA Financials Capital Markets shareholder_meeting 7 min

Earnings Call Speaker Segments

Stephen King

executive
#1

Welcome to the Special Meeting of Common Shareholders of Alaris Royalty Corp. The meeting will now come to order. My name is Steve King, and I'm the President and Chief Executive Officer and a director of Alaris. Given the unprecedented impact of the ongoing COVID-19 pandemic and out of concern for the safety and well-being of our employees, shareholders and other stakeholders and the community as a whole, this meeting is being held as a virtual meeting via the web portal we have provided. Only validated shareholders are permitted to enter the shareholders' portal for the meeting. Such validated shareholders may ask questions in the designated question section of the portal. [Operator Instructions] With your approval, I will ask Mike Ervin, Chief Legal Officer and Corporate Secretary of the corporation, to act as secretary of the meeting; and Kyle Gould and Farah Lecomte of Computershare Trust Company to act as scrutineer of this meeting. In order that the meeting covers all the business for which it was convened within a reasonable period of time, we prearranged with a number of persons attending this morning to move and second the motions to be put before the meeting. This procedure is not an attempt to discourage participation but merely a way of expediting proceedings. There will be ample opportunity during the other business portion of the meeting to raise any questions, concerns or comments you may have. I will now turn the meeting over to Mr. Ervin to review the meeting formalities and quorum requirements.

Michael Ervin

executive
#2

We have received the declaration of Computershare as to the due mailing of the notice and access notification, form of proxy, letter of transmittal and other materials relating to the meeting to the registered shareholders and such other shareholders entitled to receive the same. Copies of the documents mailed to the shareholders will be kept by the secretary with the minutes of the meeting. If there is no objection, the reading of the notice of meeting will be dispensed to it. Pursuant to the bylaws of the corporation and the interim order of the Court of Queen's Bench dated July 21, 2020, in respect to this meeting, business may be transacted at this meeting if not less than 2 persons are present in person, including attending on the web portal, holding or representing by proxy at least 5% of the shares entitled to be voted at the meeting. The scrutineer's report has now been received, and I'm advised that the total representation at the meeting by shareholders present in person or represented by proxy is 63 shareholders holding 13,903,346 common shares or 39.07% of the shares entitled to be voted at the meeting. I declare there is a quorum of shareholders present at the meeting.

Stephen King

executive
#3

As Chairman of the meeting, I now declare that the meeting is regularly called and properly constituted for the transaction of business. If you're a registered shareholder or a duly appointed proxy holder and you have already voted by proxy, your vote has been counted and there will be no need to vote during this meeting unless you wish to revoke or change your vote at this time. For those registered shareholders that have not previously submitted their votes or wish to change or revoke their votes, they can vote through the voting field available on the shareholder portal. Following the presentation of the matters to be voted on at the meeting, there will be a time allotment to permit such voting. I would now like to present the matters to be voted on at this meeting. The only matter to be voted on at this meeting is the approval pursuant to an interim order of the Court of Queen's Bench of Alberta dated July 21, 2020, a special resolution, the next -- the full text of which is set forth in Appendix A to the corporation's management information circular dated July 21, 2020, approving a plan of arrangement under Section 192 of the Canada Business Corporations Act, providing for, among other things, the conversion of the corporation to a publicly traded income trust named Alaris Equity Partners Income Trust, all as more particularly described in the information circular.

Michael Ervin

executive
#4

I move that the foregoing motion to approve the plan of arrangement under the Canada Business Corporations Act be put before the meeting for approval.

Unknown Attendee

attendee
#5

I second that motion.

Stephen King

executive
#6

It is now 11:04 a.m. Mountain Daylight Time, and the voting function is now open on the web portal. As previously mentioned, any registered shareholder or duly appointed proxy holder who has not voted yet or wishes to change their vote may do so now by clicking on the voting button on the web portal and following the instructions there. Shareholders who have already sent in their proxies or voted via the Internet or telephone and do not want to change their votes do not need to take any further action. [Voting]

Stephen King

executive
#7

Now that every shareholder has had the opportunity to vote, I now declare the polls closed for the meeting. I have now received the scrutineer's report on the voting with respect to the matters to be voted on at the meeting. And I'm advised by the scrutineers that the resolution to approve the plan of arrangement under the Canada Business Corporations Act, as more particularly described in the corporation's information circular for the meeting, has been approved. I direct that a copy of the scrutineer's report in respect of the meetings be kept by the secretary with the minutes of this meeting. Particulars of the meeting may be obtained from the secretary of the meeting. Unless there are any questions from the floor, the Chair would entertain a motion that this meeting be terminated.

Michael Ervin

executive
#8

I move that this meeting be terminated.

Unknown Attendee

attendee
#9

I second the motion.

Stephen King

executive
#10

This meeting is terminated and we thank you all for attending.

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