BIGG Digital Assets Inc. (BIGG) Earnings Call Transcript & Summary

All members, please vote. [Voting]

Polls are now closed. This motion has been passed. Thank you. The next item of business is the election of the directors of the company. Directors elected at this meeting will hold office until the next Annual General Meeting of the company or until their successors are elected, subject to the provisions of the company's articles. All 6 Board nominees are returning members. The information circular states that management of the company has nominated the following people as directors of the company: Lance Morginn, Fraser Matthews, Ken Evans, Mark Healy, Robert Birmingham, Anthony Zelen. May I have a motion to nominate these persons?

So moved.

All members, please vote. [Voting]

Polls are now closed. I declare the nominations closed and that those nominated have been duly elected as directors of the company to hold office for the ensuing year or until their successors are elected or appointed. The next item of business is the appointment of the auditors, and I ask that a motion be made to reappoint KPMG LLP as auditors of the company to hold office until the next Annual General Meeting of the shareholders or until a successor is appointed.

So moved.

A seconder?

I second.

All members, please vote. [Voting]

Polls are now closed. This motion has been passed. Thank you. KPMG has been reappointed as the company's auditors. The next item of business is the request for ratification, confirmation and approval of the company's Omnibus equity incentive plan as described under summary of the equity incentive plan in the company's information circular dated May 29, 2026. The Omnibus security-based compensation plan is a 10% rolling security-based compensation plan in compliance with the TSXV Policy 4.4 security-based compensation. The Board approved the adoption of the equity incentive plan on August 22, 2024. The adoption of the equity incentive plan must be ratified and confirmed by a simple majority of votes cast at the meeting by shareholders present in person or represented by proxy. The principal purpose of the equity incentive plan are to align compensation for directors, officers and employees with returns to the shareholders and encourage ownership by directors, officers and employees in the company. The equity incentive plan is expected to contribute to the successful recruitment and retention of key talent for the company. I ask that a motion be made to ratify approved and confirm that the company's omnibus equity incentive plan of the company dated August 22, 2024, as described under the heading Summary of Equity Incentive Plan in the management information circular of the company as the equity incentive plan of the company and all unallocated options, rights and other entitlements issuable therefore be and are hereby approved and authorized. And any one or more of the directors or officers of the company is hereby authorized and directed acting for in the name of and on behalf of the company to execute or cause to be executed under the seal of the company or otherwise and to deliver or cause to be delivered such other documents and instruments and to do or such cause to be done all such other acts and things as many in the opinion of such director or officer of the company be necessary or desirable to carry out the intent of the foregoing resolution, the execution of any such document or the doing of any such other act or saying by any director or officer of the company being conclusive evidence of such determination.

So moved.

A seconder?

I second.

As there is no further business to be brought before the meeting, I now declare this meeting to be terminated. Thank you again for your time and your continued confidence in BIGG. We are entering an exciting new chapter one grounded in strong foundations and an ever stronger vision. Please stay on for Fraser's presentation. I will now proceed to see if there's any questions from shareholders. Again, if you have any questions, please feel free to type them in the Q&A room or e-mail or call us any time.

I see there are no questions. Therefore, being there's no questions, this meeting is adjourned. Thank you, everyone. Before I hand things over, I want to take a moment to properly introduce the person who will be charting our course forward. Many of you will know Fraser well, but his track record has deserves to be stated plainly because it is the foundation of everything we are building together. Fraser brings over 2 decades of experience in financial services, capital markets and fintech. Having worked across Toronto, New York, London and Dubai [indiscernible] & Young, PwC and Capco before leading digital strategy at Bank, Saudi Fransi and growing Tribalscale's Middle East business at its management -- Managing Director. He has seen this industry from every angle, traditional banking, Challenger platforms and the cutting edge of digital assets. When Fraser joined us in June 2022 as President of Netcoins inherit a business with enormous potential, but significant work ahead. What he has delivered since is nothing short of remarkable. Under his leadership, Netcoins grew revenue from $4.9 million in 2022 to $11.5 million in 2024, more than doubling the business. While annual trading volumes surpassed $1 billion in 2025, we expanded our product suite, launched Netcoins in the United States and navigated the complex regulatory landscape to advance us towards full serial registration. These are not small achievements. They are the proof of concept for everything that comes next. In February of this year, the Board [indiscernible] confirmed Fraser is the CEO of BIGG Digital Assets, a decision that reflects both our confidence in its ability and the clarity of his vision. He is not coming in to learn the business. He is here to accelerate it. Please welcome our CEO, Fraser Matthews.

Thank you, Lance, and welcome to our shareholders. I'm very excited to share with you some updates on the organization and our path forward for this year through a presentation. BIGG Digital Assets has a long history of success following our [indiscernible] over a decade ago and our listing on the TSX Venture Exchange in September of 2024. Since our inception, we've seen tremendous growth across these companies, including Netcoins, chain intelligence group and TerraZero, which are all operating across a global scale. We've seen tremendous growth in our organization both from a market cap perspective and from a shareholder perspective. And today, we'll be very much focused on what comes next for our organization. But I will start with my background for those who do not know me, Fraser Matthews, I've been working with the firm for a number of years as Lance has outlined. And I wanted to make sure that it was clear that we're looking at our path forward and continued growth and success. Since my time in the organization leading Netcoins, we've seen significant growth in our product suite expansion, our institutional build-out, carving out new lines of business, new markets and new ways to grow our revenue streams for our business. And this has been demonstrated by significant growth on the revenue side, a strong multiple corporate and retail growth as well as regulatory growth and who we've engaged with from a regulatory perspective for our registrations in Canada and in the United States. And really, the outcome here is [indiscernible] just going to print digital assets taking place right now. We've got a strong product background. I understand what it takes to get product market fit and to expand our product suites, and I look forward to doing this with our partners from across our business. Because ultimately, we have a significant market to invest $2 trillion to $4 trillion is the global market for digital assets. We have tremendous experience, technology, people, processes and platforms to really enter and win in these markets, both with Netpoints, our crypto [indiscernible] exchange, it's operating in Canada, the United States and Blockchain Intelligence Group. In order to really win in the new world of digital assets is going to be extremely important for us to rapidly iterate, ship products quickly and stay at pace and ahead of the pace of the markets by innovating. We've seen significant leaps and downs in both sides of this industry, both through regulation, adoption and acceptance that this is a new way forward that digital assets will be a new layer in financial services ecosystem. And we think that we have significant capabilities to deliver on this, to add shareholder value and to ultimately create, generate and win in a profitable manner in these spaces. We've seen significant successes from our platforms in the past with blockchain Intelligence Group having contracts with major financial institutions, government, regulators, authorities and police federal departments across the world. And that kit coins, which in itself is nearly crossed $4 billion in lifetime transaction volume. We think that our reach is unparalleled that we can access markets across the world that we have regulatory compliant products that will help to shape the new version of digital financial assets, and we believe that we are really ready for the future of this ecosystem and really of what comes next for the digital asset industry. As part of that, we spent a great deal of time looking inwards as how we want to be known in the market. And I'm very excited to share with everyone on this call and everyone who will later on see this recording, that we will be rebranding BIGG Digital Assets to surge digital. And for us, focusing on the future of digital finance, ultimately being the bridge between the traditional financial system, any on chain economy. It's really exciting for us, very energized for us as an organization to bring forward this new mission [indiscernible] to build and operate the platforms, the rails, the intelligence tools that bring individuals, businesses and institutions into the digital asset economy safely and at scale. Ultimately, for us, this change symbolizes direction as an organization. BIGG has been a fantastic platform for our organizations. But ultimately, we want to move forward with a new energized slogan, tagline mission and make sure that we're repurposing ourselves for what's to come. Ultimately, we believe that we are going to be moving beyond just an exchange and starting to build up more infrastructure. We are looking at an exciting platform builds, things like crypto as-a-service, global payments, stable coins, agenetic commerce and making sure that we're at the forefront of this. And regulated layers are completely needed across the world. Every single transaction, every single wallet, whether it's operated by a person, an agent, a system needs to have regulation tied to it, know your customer, know your clients, on chain forensics monitoring transaction screening, all products that we have here within our gift at Search Digital. And beyond that, we want to look at the road map for our 2 significant firms as we get into this. But one thing that we are looking at as a strong consideration here is our share consolidation plan. We want to start fresh. We want to be energized and we want to capitalize on this opportunity in reborn in search digital. Why are we looking to do this? Institutional funds have minimum price to hold, consolidation makes us ownable through this capital class. It also resets our comparisons for peers, get to meaningful per share prices. not change the narrative and the conversation around us. We want to be seen as a strong share price and strongly positioned in the market. We've outlined dates for which this change will take place. and we'll share more information through our channels on this approach. It helps to position us as well for our next steps as an organization. For Netcoins, we have 3 clear catalyst here. One is 0 membership. So on May 27, we submitted our application to 0, so which has been accepted, which is a major milestone for our organization in Canada. The Canadian investment regulatory organization will be reviewing our filing. We will be working with them after at least the next 6 months in order to be fully registered as a 0 member? And in the meantime, we'll be adding additional products and services to our suite. So we will be adding coin to coin trading our crypto swap trading. This helps to align the global standards for trading that Netcoins will now enable users to go in and out of certain coins and certain crypto assets, it's more flexibility, and this is all powered by our new [ Talus ] trading system and our enhanced liquidity partners. Further to that, we'll be looking forward to going live with our Apex lending partnership, having crypto back lending embedded into our platform. We'll be the first Canadian crypto trading platform to have this active within our systems. We look forward to having this great new product and feature available to Canadians who want a safe and regulated and compliant way to access crypto backed loans for bitcoin and etherium, and these will be very exciting new products and products for us to ship in the next 30 days. With blockchain Intelligence Group, we are doing significant research on the agentic commerce market. We are looking at how we can explore the AML side of things, how we can look at wallet tagging operational flows, tagging wallet that might be an agent to ultimate beneficial owners looking at on chain transactions, screening and monitoring and taking our already excellent data sets and applying those new methods of commerce that we're seeing rapidly evolving. As well, we're looking at compliance layer exploration. So how can we operate within [indiscernible] commerce, make sure that to machine payments can operate in the same framework, the same extended tools that we have with Blockchain Intelligence Group, and as well additional chain support, so expanding all of our capabilities within blockchain intelligence groups that conserve more costs, more chains across the world. And lastly, tying this in together with Software-as-a-Service and crypto as service. So having these tools be white label, API ready so that anyone across any organization can quickly tap into them through technology. We think there's a lot of blue sky ahead for our organizations. We think that by 2030, crypto will likely become infrastructure. These are the new rails for operating the new ways that money moves that stores of value move. So ultimately, we are building out structures that allow us to be a regulated moat of valuable assets in the world. So we are looking at to tokenized asset market, real-world assets, whether it's real estate, private securities funds and the growth of these. We're also looking at on share movements of these values, how do they move in a compliant way? How do we get on to an ownership [indiscernible] do we store them, how do we trade with them how do we ultimately create products and services that exchanges can operate on and build new revenue streams from and ultimately deal flows with RWA. So looking at who we can partner with, so that real-world assets when they come on chain can ultimately interact with both net coins and blockchain intelligence group. We have a distinct focus in Canada around crypto as a service. We believe that we can be the Sheppards for digital assets in Canada through both Netcoins and Blockchain intelligence group. Netcoins when it becomes a seromember, will ultimately be licensed for trading digital assets in Canada. And it's something that there are only a handful of organizations that have this permission at this point in time. So really, the infrastructure thesis for us is that it's mainstream. And then ultimately, for us, or building a regulated stack of infrastructure, custody, Fiat rails compliance and tying in all of these things together allows us to operate crypto as a service. So any organization, whether it's an MSB, a PSP, financial institution or a bank that wants to access crypto. They can do that in partnership with us. We look at this as the next step in the next phase in evolving digital assets in Canada. We look forward to being at the forefront of it. We want to have real software and APIs that could be plugged into at any point in time. so that anyone who wants to build digital asset products in Canada can do so with us. We're also looking at Agentic Commerce we believe that agents will be empowered to spend billions online and that AI and crypto are the hot evolutionary movement that we're seeing across the world right now, powered by stable coins. So we will be looking at the ecosystem and understanding [indiscernible]. We will be looking at agent wallets and agent identities. And in particular, looking at AML and identity layers, how these agents can interact with Canadians with their organizations, how we can do it in the compliant matters to blockchain intelligence group tools and as well how they can on-ramp [indiscernible] agent wallets can interact with Netcoin. While we'll still be looking at this through [indiscernible] as a Service, the types of API infrastructure might be needed in order to enable and empower this. And ultimately, how can both for our organizations move in this new era of online commerce that we're seeing or APIs are opened up and this new monetization streams on the Internet. And lastly, tokenization of real-world assets. We believe that regulated custody on and off ramp, strong [indiscernible] and providing advisory services can really help us to unlock new revenue streams for both blockchain intelligence group and for Netcoins crypto as a service business. We think that this is going to be one of the largest use cases that brings more organizations on chain. And we believe that tokenization of everything is on track to occur. So real-world assets coming on chain, whether it's deposits art work, things that can be traded, new asset classes. We want to be at the forefront of this in Canada and also looking at what partners we can work with from around the world in order to participate in the next evolution of tokenization. The road ahead for us is exciting. We are looking at building out our Netcoins Retail Super App, which we're very excited about adding as many functions, features and revenue streams to it that we can so that we can service Canadians the best that we can with digital assets. building out crypto as a service and working with Canada's financial sector, whether it's big 6 banks or big 4 advisory firms partnering with them to help bring their organizations on chain and giving real-world used cases and capabilities at the same time. We think it's something that's brand new to the market, and we're very excited about it. And lastly, global stable coins and agentic commerce. There's a lot of work being done right now behind the scenes to better understand how we can participate in this, ideally having new use cases with blockchain intelligence group starting to turn out. and ensuring that we are part of this new version of the online economy. We're very excited about it. I think there's an exciting road ahead. We look forward to powering all of this through Search Digital, our new brand our name in the market. We look forward to sharing more information about [ Surge ] Digital and the future of digital finance. So thanks very much for giving me this time, and thank you mostly for all the belief in what we're building here. We believe the best is ahead of us. I could not be more energized to lead this company into the future alongside of you.

This concludes the meeting. You may now disconnect.