Amaroq Ltd. ($AMRQF)
Earnings Call Transcript · May 7, 2026
Earnings Call Speaker Segments
Operator
OperatorHello, and welcome to the Annual General and Special Meeting of Shareholders of Amaroq Limited. 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 consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. During the meeting, we will have a question-and-answer session. You can submit questions or comments at any time by clicking on the message icon. It is now my pleasure to turn today's meeting over to Graham Stewart, Chairman of the Board of Directors. Mr. Stewart, the floor is yours.
Graham Stewart
ExecutivesGood morning, and good afternoon. I call the meeting to order. My name is Graham Stewart, Chairman of the company's Board of Directors, and as such, I shall act as Chairman of the meeting. As this meeting is held virtually via live webcast, we think it is necessary to set out a few rules for the orderly conduct of the meeting. One, as mentioned earlier, questions in respect of a motion can be submitted by any registered shareholder or duly appointed proxy holder by clicking on the message icon. Two, when asking a question, please indicate your name, which entity you represent, if any, and confirm that you are a registered shareholder or a duly appointed proxy holder. Three, questions will only be addressed during the question period at the end of the meeting. Four, for the purposes of the meeting today, voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all business items. Five, 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 enter your votes electronically when the polls are open. If you are a registered shareholder or a duly appointed proxy holder and you have already voted and do not wish to change your vote, please do not vote during the electronic ballot process. We will now proceed with the formal portion of today's meeting. I appoint Ms. Anna Solotova, Corporate Secretary of the company, to act as Secretary of this meeting; and Steve Gilbert and Vlad Telibasa of Computershare Investor Services, Inc. to act as scrutineers to compute the votes of any electronic polls taken at this meeting and to report thereon to me. To expedite the formal part of the meeting, I will move all motions, and Mr. Eldur Olafsson, Chief Executive Officer, will second all motions. We have previously mailed the meeting materials. I direct that copies of the documents mailed to the shareholders and the statutory declaration proving service of the meeting materials to the shareholders of the company be kept by the Secretary of the company with the minutes of the meeting. The business of the meeting is described in the management information circular dated April 8, 2026, which accompanied the notice of meeting. I will take the notice of meeting as read. Pursuant to the bylaws of the company, business may be transacted at this meeting if two persons are present in person who are, or who represent by proxy, shareholders holding not less than 10% of the shares entitled to be voted at this meeting. The scrutineer's report has now been received, and it shows that there are present at this meeting at least two persons holding or representing by proxy, 127,484,725 common shares or 27.39% of the shares entitled to vote at this meeting. I now declare that the meeting is regularly called and properly constituted for the transaction of business. Only shareholders of record as of April 1st, 2026, which was the record date for this meeting, or their duly appointed proxy holders are entitled to speak and vote upon matters at the meeting. Each shareholder of the company is entitled to one vote for each common share they hold. I would now like to refer you to the audited consolidated financial statements of the company as at December 31, 2025, together with the report of the auditor thereon. Copies of the financial statements and auditor's report have been available on the corporation's website and were mailed to each shareholder requesting same at the time of the mailing of the notice of this meeting and are now placed before the shareholders of the company. If any shareholder has any questions or comments regarding the financials, we would be pleased to address them during the question-and-answer period at the end of the meeting. We will now proceed with the election of directors. The circular has proposed that the six directors named therein are to be elected. The six directors to be elected by the shareholders of the company shall hold office until the next Annual Meeting of Shareholders of the company or until their successors are elected or appointed. The following individuals have been nominated for election as directors: Graham Stewart, Eldur Olafsson, Sigurbjorn Thorkelsson, Line Frederiksen, David Neuhauser and Warwick Morley-Jepson. I now move that the six nominees named in the circular be elected as directors of the company to hold office until the next Annual Meeting of the Shareholders of the company or until their successors are elected.
Eldur Olafsson
ExecutivesMr. Chairman, I second the motion.
Graham Stewart
ExecutivesI will now move to the next item of business. The next item of business is the reappointment of the auditors of the company for the ensuing year and the authorization of the directors of the company to fix the remuneration for such auditors. BDO Canada LLP were first appointed as auditors of the corporation on February 2, 2022. I move the reappointment of BDO Canada LLP as auditors of the company until the close of the next Annual Meeting of Shareholders or until its successor is appointed and authorizing the Board of Directors to fix the auditor's remuneration during this period.
Eldur Olafsson
ExecutivesMr. Chairman, I second the motion.
Graham Stewart
ExecutivesI will now move to the next item of business. The next item of business is the conditional approval of the new bylaw resolution as set out in the circular. As previously announced, the corporation is considering upgrading its London listing to the London Stock Exchange's Main Market for listed securities in order to access further market liquidity and broaden its investor base. In order to comply with the rules of the London Stock Exchange main market, the Board has approved the adoption of bylaw #3 in the form attached to the circular as the new general bylaw of the corporation and the repeal of the corporation's existing bylaw #2, all conditional upon the admission of the corporation's issued share capital to trading on the London Stock Exchange main market. I move the motion adopting the corporation's bylaw #3 as set out in the circular conditional upon and with effect from the admission of the corporation's issued share capital to trading on the London Stock Exchange's main market for listed securities.
Eldur Olafsson
ExecutivesMr. Chairman, I second the motion.
Graham Stewart
ExecutivesI'll now move to the next item of business. The next item of business is the approval of the pre-emption rights disapplication as set out in the circular. In compliance with the U.K. Listing rules, the new bylaw #3 includes provisions for each shareholder to subscribe for its proportionate share of any equity securities being issued in the corporation, subject to certain exceptions or the disapplication of pre-emption rights by a majority of not less than 75% of the shareholders who vote in person or by proxy at a meeting of shareholders. It is proposed that conditional upon the admission of the corporation's issued share capital to trading on the London Stock Exchange's main market for listed securities and the approval by shareholders of the new bylaw resolution, the pre-emption rights are disapplied to the extent described in the pre-emption right disapplication resolution. I move the motion adopting the pre-emption right disapplication resolution, authorizing the corporation to allot new equity securities for cash, such authority to be limited to the allotment of equity securities up to aggregate number of common shares of the corporation as set out in the circular.
Eldur Olafsson
ExecutivesMr. Chairman, I second the motion.
Graham Stewart
ExecutivesI will now move to the next item of business. The next item of business is the approval of the AIM cancellation resolution as set out in the circular. As previously announced, the corporation is considering upgrading its London listing to the LSE main market. As part of the corporation's graduation to the LSE main market, it is proposed that the admission of the corporation's issued share capital to the AIM market of the London Stock Exchange is canceled. The cancellation of the corporation's admission to the AIM market of the London Stock Exchange shall be conditional upon the admission of the corporation's issued share capital to trading on the LSE main market. Following the proposed cancellation of the corporation's admission to the AIM, the corporation's shares shall no longer be traded on AIM and shall instead be traded on the LSE main market. AIM Rules for Companies require any AIM company that wishes the London Stock Exchange to cancel the admission of its shares to trading on AIM to notify shareholders and to separately inform the London Stock Exchange of its preferred cancellation date at least 20 clear business days prior to such date. Subject to the AIM cancellation resolution being passed, the directors shall notify the shareholders on the London Stock Exchange of such preferred cancellation date at least 20 clear business days prior to such date. The corporation intends to complete this transition in 2026 and a further announcement regarding timing shall be made in due course. I move the motion approving the cancellation of the corporation's admission to trading on the AIM market of the London Stock Exchange plc, conditional upon and with effect from the admission of the corporation's issued share capital to trading on the London Stock Exchange's main market for listed securities.
Eldur Olafsson
ExecutivesMr. Chairman, I second the motion.
Graham Stewart
ExecutivesI will now move to the next item of business. The next item of business is the approval of the company's stock options plan as set out in the circular. I move the motion confirming, authorizing and approving the company's stock options plan, all as set out in the circular.
Eldur Olafsson
ExecutivesMr. Chairman, I second the motion.
Graham Stewart
ExecutivesI will now move to the next item of business. And the next item of business is the approval of the company's restricted share unit plan as set out in the circular. I move the motion confirming, authorizing and approving the company's restricted share unit plan, all as set out in the circular.
Eldur Olafsson
ExecutivesMr. Chairman, I second the motion.
Graham Stewart
ExecutivesI will now ask the scrutineers to open the polls for voting. The polls are now open, and at this point, all registered shareholders and duly appointed proxy holders who have properly logged in with their control numbers or username and wish to vote will be able to see on their screen all motions being brought forth at this meeting. All registered shareholders or duly appointed proxy holders should now enter their votes electronically using the virtual interface. If you are a registered shareholder or a duly appointed proxy holder and you have already voted and do not wish to change your vote, please do not vote during the electronic ballot process. Please register your votes by accessing the voting page and selecting the For or Withhold buttons next to the resolution with respect to the reappointment of BDO Canada LLP as the company's auditors. Please register your votes by selecting the For or Against buttons next to the name of each proposed director, next to the resolution with respect to the approval of the stock options plan with respect to the approval of the company's restricted share unit plan and with respect to the approval of the change of name. We will provide registered shareholders and duly appointed proxy holders approximately one minute to complete the electronic ballots. Once the electronic balloting closes, you will see the message, This Resolution Is Closed, and your votes will automatically be submitted. [Voting]
Graham Stewart
ExecutivesThe polls are now closed. I would ask that the scrutineer compile the report regarding the results of voting on all business matters.
Unknown Attendee
AttendeesMr. Chairman, we, the undersigned scrutineers, hereby report the preliminary results of the vote by ballot. Each of the six nominees have been re-elected as directors with at least 91% of the votes cast at this meeting. BDO Canada LLP has been reappointed as auditors of the corporation with more than 99% of the votes cast in favor. The corporation's new bylaw #3 has been adopted with over 99% of the votes cast at this meeting. The resolution to disapply Section 7.3 of the corporation's new bylaw has been approved with over 98% of the votes cast on this proposal. The cancellation of the corporation's admission to trading on the AIM market has been approved at over 99% of the votes cast at this meeting. The corporation's stock option plan has been approved at more than 90% of the votes cast, and the corporation's restricted share unit plan has been approved with more than 90% of the votes cast in favor. This concludes the preliminary report, and we will hand in the signed report with the final numbers. Thank you.
Graham Stewart
ExecutivesAs there is no additional business, I will now move that the formal part of this meeting is terminated.
Eldur Olafsson
ExecutivesMr. Chairman, I second the motion.
Graham Stewart
ExecutivesI declare the motion carried and the formal part of the meeting is terminated. I ask that all registered shareholders or duly appointed proxy holders who would like to ask a question, click on the message icon to do so. We will answer as many questions as time permits. Please limit your questions to topics relating to today's subject matter and keep your questions short and to the point. We will now give attendees a moment to type in their questions. For each question we answer, we will summarize the question and read out loud the name of the person who asked such question and if applicable, the entity such person represents. We would like to remind you that questions which were already answered or that are redundant or repetitive will not be published nor answered.
Operator
OperatorMr. Chairman, we haven't received any questions from registered shareholders or duly appointed proxy holders.
Graham Stewart
ExecutivesThank you. As we've not received any questions, I would like to thank everyone who has joined today's meeting.
Operator
OperatorThis concludes the meeting. You may now disconnect.
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