Avante Corp. (XX) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to the Annual Meeting of Shareholders of Avante Logixx Inc. Please note that this meeting is being recorded. I would like to introduce Sam Duboc, Chair of the Board. Mr. Duboc, please go ahead.

Thank you. Good morning, ladies and gentlemen. It's now 10:30 a.m., and I'll be calling the meeting to order. My name is Sam Duboc, and I'm the Chair of the Board of Directors of Avante Logixx Inc. I'm pleased that we're able to connect with so many of you today despite extraordinary situation that we're facing with COVID-19. Although this year, we are unable to meet in person, our goal here today is to ensure that our registered shareholders and proxy holders are able to participate in this virtual meeting of shareholders, much like they would have been in prior years in in-person meetings. To help us with the flow of the meeting, I'd like to take a few minutes to explain some of the procedural considerations that arise in today's virtual meeting. We are using the TSX Trust virtual meeting platform to host this meeting. The platform is accessible to all of our shareholders as well as guests regardless of physical location and allows registered shareholders and duly appointed proxy holders to participate, submit questions and vote upon matters before us today. I encourage all registered shareholders and proxy holders to submit your questions as early as possible so that we may address them at the proper time. If you have a question, click on the Ask a Question button and type your message within the chat box at the bottom of the messaging screen. Please read the instructions in the text box before submitting your question. In particular, please identify whether your question relates to a motion being considered as part of the formal business at today's meeting or whether your question is more general in nature. We will try to address questions that directly relate to a particular motion at the appropriate time of the meeting, and we'll save the general questions for management of the corporation to address following the formal business of the meeting. As always, your question must relate to the business and affairs of the corporation and of course, not be of a personal nature. Registered shareholders and duly appointed proxy holders may vote on the online platform throughout the meeting once voting is opened. The resolutions and voting choices will be displayed once you click on the Voting button. To vote, simply select your voting direction from the options shown on the screen. Voting will be open throughout the formal portion of the meeting, and you may vote at any time on any matter until the last item of business has been put to a vote, and I have declared the voting closed. Please note that if you have appointed a proxy holder and do not wish to change your voting instructions, you do not need to do anything. Your proxy holder will cast your vote for you as you have instructed. If you have appointed a proxy holder and you do wish to change your vote, then voting online will have the effect of revoking your previously submitted proxy. We have the meeting, 4 matters of business to consider. To receive the audited consolidated financial statements of the corporation for the fiscal year ended March 31, 2021. To elect directors to hold office until the next Annual Meeting of Shareholders. To reappoint RSM Canada LLP as the corporation's auditors. And to consider the ratification of the corporation's stock option plan. All such business is further set out in the management information circular provided to shareholders and available on SEDAR. I will now call the meeting to order, and I will preside as Chair of the meeting, and Mr. Scott Goodman, the Chief People and Legal Officer of the corporation, will act as secretary of the meeting. I now appoint Rosa Garofalo, represented the TSX Trust Company as the scrutineer of the meeting. The scrutineer will report on the number of shareholders present in person, the number of shares represented by person or proxy and the votes cast in connection with the business of the meeting. The notice of this meeting, a form of proxy, the management information circular and other meeting materials have been posted on SEDAR and were made available to shareholders on August 23, 2021, to the applicable shareholders of record on August 6, 2021, as well as to the auditors and directors of the corporation in accordance with applicable law. The confirmation mailing is available on SEDAR for inspection by any shareholder. I ask that the secretary file a copy of such confirmation with the minutes of today's meeting. I've been advised by the secretary that a quorum of this meeting has been attained. I would also note that under applicable law, the bylaws of the corporation of Avante Logixx Inc. is permitted to hold this meeting by electronic means that we are using today. There being a quorum present and proof that this meeting has been called in accordance with the corporation's bylaws and the Business Corporation Act of Ontario, I now declare that the meeting is regularly called and properly constituted for the transaction of business. I would ask that the secretary file a copy of the scrutineer's report with the minutes of today's meeting. In order to make the best use of our time and enlighten of certain restrictions that a virtual meeting requires, certain shareholders or proxy holders have been asked to move and second motions on the agenda. I will call on them at the appropriate time. All votes will be conducted by way of an online ballot. As I previously mentioned, the online ballot will be open for all resolutions at the same time. This will allow you to choose to vote on each resolution or to change your vote up until the point where the voting on all resolutions has been declared closed by me at the end of the meeting. I now declare the online ballots open for voting on all resolutions. [Voting]

The first item of the business, the presentation of the corporation's annual consolidated financial statements and the auditor's report thereon. These financial statements were previously posted on SEDAR and have been mailed to these -- those shareholders who have requested to receive them. Unless there is a request to have the auditor report read, we will continue with the next item of business. There being none. We will now proceed with the election of the 7 directors for the ensuring year. The nominees as disclosed in the management information circular are as follows: Craig Campbell, Samuel Duboc, Joseph Leeder, Stewart Lyons, Carol Osler, Andrea Fiederer, Jean-Pierre Taillon. There being no other valid nominations, I declare that the nominations are closed and now ask for a motion that the 7 nominated individuals be elected as directors of the corporation until the close of the next Annual Meeting of Shareholders.

Mr. Chair, my name is Stephen Rotz, and I'm a shareholder of the corporation. I hereby move that each of Craig Campbell, Samuel L. Duboc, Joseph Leeder, Stewart Lyons, Carol Osler, Andrea Fiederer and Jean-Pierre Taillon be elected as Directors of the corporation until the close of the next Annual Meeting of Shareholders or until their successors are elected or appointed.

Thank you, Mr. Rotz. Would Mr. Henley second the motion, please?

Mr. Chair, my name is Marc Henley, and I'm a shareholder of the corporation. I hereby second the motion.

Thank you, Mr. Henley. We will have a vote by online ballot on this matter. Each shareholder or proxy holder should record his or her vote in respect to the election of directors by selecting the names of each person for whom you wish to vote. If there are no further questions, please cast your votes now. [Voting]

The next item of business is the appointment of the auditors of the corporation. I would now ask for a motion to the appointment of the auditors and authorizing the directors to fix the remuneration.

Mr. Chair, this is Stephen Rotz, and I hereby move that RSM Canada LLP Chartered Accountants, be reappointed as the auditors of the corporation for the ensuing year to serve as such -- at such remuneration as may be fixed by the Board of Directors.

Thank you, Mr. Rotz. Would Mr. Henley second the motion, please?

Mr. Chair, this is Marc Henley. I hereby second the motion.

Thank you, Mr. Henley. We will now have a vote by online ballot on this matter. Each shareholder or proxy holder should record his or her vote in respect to the appointment of the auditors by selecting the vote is in favor or against. There are no further questions, please cast your votes now. [Voting]

The next item of business is a resolution ratifying and confirming this corporation's 10% rolling stock option plan. I would now ask for a motion ratifying and confirming the corporation's 10% rolling stock option plan.

Mr. Chair, this is Stephen Rotz, and I hereby move that the corporation's 10% rolling stock option plan be ratified and confirmed.

Thank you, Mr. Rotz. Would Mr. Henley second the motion?

Mr. Chair, this is Marc Henley. I hereby second the motion.

Thank you, Mr. Henley. We will now have a vote by online ballot on this matter. Each shareholder or proxy holder should record his or her vote in respect to the ratification of the stock option plan by selecting whether the vote is in favor or against. If there are no further questions, please cast your votes. [Voting]

As we mentioned, voting today is being conducted by online ballot. As the polls have been open for voting since the commencements of consideration of the business of the meeting, I will now give everyone another 20 seconds to complete their voting. As a reminder, if you've already voted or sent a proxy, there is no need to do anything unless you wish to change 1 or more of your votes. [Voting]

I declare the online ballot for voting on all matters to be closed. Due to the preliminary scrutineer report, we have been advised that the proxies deposited of the meeting have been voted as follows: each of the 7 nominees has been elected as directors of the corporation to serve until their next annual meeting or until a successor is elected or appointed. RSM Canada LLP has been reappointed as the auditors of the corporation for the ensuing year, and the directors have been authorized to fix their remuneration. And the 10% rolling stock option plan of the corporation has been ratified and confirmed. I hereby direct the results of the online ballot be included in the minutes of the meeting and the results of the voting to be announced in a press release. Now as there is no further formal business to be addressed, as part of the formal portion of this meeting, I declare the meeting to be terminated. We'll now respond to any questions that were submitted during the meeting, and we invite our shareholders who may have questions or comments about what was discussed during the meeting to submit any questions using the online chat feature. All right. As there have been no questions submitted, I'd like to thank you for attending our Virtual Annual Meeting of Shareholders today. Have a good day, and please stay safe.

Thank you for attending today's meeting. You may now disconnect.