Canso Select Opportunities Corporation (CSOCA) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. The Special Meeting of the Shareholders of the Canso Select Opportunities Corporation will now come to order. My name is Heather Mason-Wood, I am the Chair of the Board of Canso Select Opportunities Corporation, which I will refer to as the corporation. I will be acting as Chairperson of the meeting. Welcome to the 2023 Special Meeting of the Shareholders of the corporation. We thank participants for voting on the matters before the meeting by proxy [ and for joining ] the meeting today by teleconference. We ask that you please put your phone on silent mode for the duration of the meeting to minimize noise disruption. If you have any questions during the meeting, please e-mail our Corporate Secretary, Neda Bizzotto, at [email protected], and we will promptly answer all your questions today. We have the following matters of business to connect today. One, to consider, and if thought advisable, approve an extraordinary -- or an ordinary resolution to permit the Board of Directors to authorize the corporation to purchase an aggregate of 70,000 Class A common shares of Lysander Funds Limited, a related party of the corporation from Canso Fund Management Ltd., a related party of the corporation with such approval to be on a majority of the minority basis pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, and to transact any other business that may properly come before this meeting. During today's meeting, Officers and Directors of the corporation in their presentations or in answering questions, may make statements which are forward-looking statements for the purposes of applicable securities laws. Looking-forward statements are not assurances of future performance and are subject to risks and uncertainties. The actual results, performance or achievements of the corporation and its business may be materially different from the anticipated results, performance or achievements expressed or implied by forward-looking statements. Shareholders should consult a more detailed discussion of these and other risk factors relating to the corporation and its business in the corporation's most recent management discussion and analysis. Forward-looking statements are based on the Officers' and Directors' beliefs and opinions, and undue reliance should not be placed on any forward-looking statements. The corporation does not undertake to update or supplement any forward-looking statements unless required to do so by applicable law. I would like to introduce the Directors and Officers of the corporation in attendance here in the office and by teleconference. Would each of you please say present when you are introduced. Joe Morin, President, Chief Executive Officer, Chief Investment Officer and member of the Investment Committee.

Present.

Shirley Sumsion, Chief Financial Officer, Director, member of the Audit Committee and member of the Investment Committee.

Present.

Neda Bizzotto, Vice President, Corporate Secretary and Director.

Present.

John Carswell, Director and member of the Investment Committee.

Present.

Timothy Hicks, Director and member of the Investment Committee. Tim must be absent. Tom Fernandes, Director, member of the Audit Committee.

Present.

Stephen Klubi, Director and member of the Audit Committee.

Present.

Brenda Burns, Director and member of the Audit Committee. I know Brenda was on the line. So maybe she's having trouble unmuting. With your approval, I will ask Neda Bizzotto, Vice President and Corporate Secretary, to act as secretary of the meeting. Neda has delivered an affidavit of TSX Trust Company, the registrar and transfer agent for our Class A and Class B shares as to the mailing of the notice of the meeting, which states that on December 12, 2022, each of the notice of electronic availability of investor materials and proxy form for Class A and Class B shares was mailed to all shareholders of record as of the close of business on November 25, 2022, the record date of the meeting. With the consent of the meeting, unless there is an objection, I will dispense with the reading the notice of the meeting. This affidavit is available if any shareholder wishes to examine it and will be attached to the minutes of this meeting. Additional copies of the notice, proxy form and circular are also available on this meeting and on CSOC's website. Neda will now discuss the procedures for transacting the business of the meeting.

Thank you, Heather. Good morning. In accordance with the corporation's bylaws, the voting for today shall be done by ballot. The chair will declare that the vote upon the question was either carried or not carried. When an item of business is before the meeting for consideration, questions and comments should be limited to that item. If a shareholder has a question or comment not related to the business item, an opportunity to raise other questions and comments will be provided after voting on the business described in the management information circular. Shareholders will have the opportunity to make a statement about any motion pending on the floor. If you wish to make a statement, please raise your hand to be recognized, if you're attending in person or e-mail me if you're attending by teleconference. Once you are recognized, please state your name and whether you are a registered shareholder or a proxy holder. If you are a proxy holder, please state the name of the shareholder that gave you the proxy. Please keep your statements brief and limited to the specific item up for discussion. We may have to interrupt any statement that continues for an unreasonable amount of time. When the report of the scrutineers is complete, we will announce the results. After the formal business of the meeting has been completed, we will accept general questions from shareholders or proxy holders. If you wish to ask a question, please raise your hand to be recognized, if you're here in person or e-mail me if you're attending by teleconference. Once you are recognized, please state your name and whether you're a shareholder or a proxy holder and then ask your questions. We may have to interrupt any question that continues for an unreasonable amount of time. Thank you.

Thank you, Neda. With the consent of the meeting, I shall appoint TSX Trust Company through its representative present herein to act as scrutineer of the meeting. A quorum for the meeting of shareholders as specified in the corporation's bylaws is two persons present in person or by proxy at the opening of the meeting who are entitled to vote not less than 5% of the shares entitled to be voted at the meeting. The scrutineers have provided me with the report on attendance, which indicates that there are present at this meeting in person or represented by proxy seven shareholders holding 1,018,247 Class A shares of the corporation, which represents 63.19% of the Class A shares, and eight shareholders holding 396,853 Class B shares of the corporation, which represents 34.01% of the Class B shares. Each person who is a holder of Class A multiple voting shares on the record date is entitled to 30 votes per Class A multiple voting shares, so held. And each person who is a holder of Class B subordinate voting shares on the record date is entitled to one vote per Class B subordinate voting share, so held. I hereby declare that the requisite quorum of shareholders is present and this meeting is duly and properly constituted for the transaction of business. I also direct that a copy of the scrutineers' report on attendance be attached to the minutes of the meeting. The first item of business is to consider, and if thought advisable, approve an ordinary resolution to permit the Board of Directors in its sole discretion to authorize the corporation to purchase an aggregate of 70,000 Class A common shares of Lysander Funds Limited, a related party of the corporation from Canso Fund Management Ltd. I refer to this ordinary resolution as a transaction resolution as so defined in the management information circular. The full text of the transaction resolution is set out on Page 17 to the management information circular dated November 29, 2022, that was delivered to shareholders prior to this meeting. The management information circular contains detailed information regarding the proposed transaction. A copy of the circular is available on our website or on SEDAR. I will now move the motion to approve the transaction resolution as set out on Page 17 of the management information circular.

My name is [ Chu ] and I am a Class A and Class B shareholder. I second the motion.

Are there any questions or discussion with respect to the transaction resolution? As there are no questions at this time, we will now proceed with the vote. The transaction resolution must be passed by a simple majority, 50% plus one of the holders of Class A multiple shares and Class B subordinate voting shares, voting separately as classes of shares other than such shares beneficially owned or over which control or direction is exercised by the excluded shareholders. I declare that the voting today will be conducted by ballot. Those of you who are entitled to vote should have received a ballot when you registered with the scrutineer at the start of the meeting. If there's anyone who has not received a ballot and who believes they're entitled to vote, please raise your hand and a ballot will be provided. I would ask that you please mark your ballot either for or against the transaction resolution. If anyone has any questions, they may speak to the scrutineer. After you have completed your ballot, please raise your hand so the scrutineer can collect them from you. I would now ask the scrutineers to collect the -- and tabulate the ballots. I have received the scrutineer's preliminary voting report on the results of the ballot, and I declare the motion carried based on this report. If any shareholder is interested in the exact number of votes cast for or against the motion carried at this meeting, he or she may obtain particulars from the secretary of this meeting. I direct that the scrutineers' report on voting be annexed to the minutes of this meeting. Is there any further business? If not, all the business for which this meeting was called has now been completed. I now move the motion to conclude the formal portion of the special meeting of the corporation.

I second the motion.

I will now call for a vote on the motion. All those in favor of the motion, please so signify by raising your right hand. [Voting]

Contrary, if any. [Voting]

The motion is carried. I declare that the formal portion of this meeting of the corporation is now concluded.

We will now accept any questions from shareholders, if there are any. We'd like to thank you all for listening. This concludes our meeting for today. Thank you.