Clean Energy Transition Inc. (GDO.F) Earnings Call Transcript & Summary

Hi, everyone. This is Sean Samson from Rogue Resources. By my watch, we're 1 minute away from noon. Thank you for joining. We'll start at noon. Hi, everyone. This is Sean Samson from Rogue Resources. I'm going to begin with our Annual General and Special Meeting. This is the Annual General and Special Meeting of the shareholders of Rogue Resources Inc. We will now come to order. My name is Sean Samson, and I'm the President, CEO and a Director of the company, and I will act as Chair of this Meeting. Chris Wolfenberg will act as Secretary of the meeting. Due to the ongoing COVID pandemic, this meeting is being held via teleconference only. The notice calling this meeting and all proxy related material were mailed to shareholders in accordance with the requirements of the articles and regulatory authorities. As permitted by the Notice and Access provisions of the Canadian securities administrators, the circular is available on the company's website and on SEDAR and was not mailed to shareholders. Shareholders may obtain without any charge to them a paper copy of the circular and the audited financial statements and related management's disclosure and analysis for the company's last financial year and any documents referred to in the circular and further information on Notice and Access by contacting the company at its registered and records office. I have a declaration as to such mailing, which is available for inspection by any shareholder. In view of this, I will dispense with calling for reading of the notice, and I will file the declaration, as to mailing with the minutes of this meeting. With the consent of the meeting, Paul Davis of Rogue Resources Inc. will be appointed to act as the scrutineer of this meeting to compute the votes cast in respect of the resolutions to be approved at this meeting and to report on these matters. A quorum for the transaction of business at a meeting of shareholders is one person present or represented by proxy. The scrutineer has provided a report confirming that 22 shareholders holding 10,161,098 common shares are represented in person and by proxy at this meeting. I declare that quorum is present and that the meeting is properly constituted for the transaction of business. I direct that the scrutineer's report be kept with the records of the company. I now propose to deal with the business described in the notice calling this meeting. The company's articles provide that as Chair, I may propose a motion and that no motion needs to be seconded. This is in no way intended to discourage any registered shareholders or proxy holders from making motions or from asking questions. Voting on the items of business before the meeting will be conducted verbally. I would ask that shareholders or proxy holders identify themselves prior to speaking, particularly if they wish to withhold or vote against certain motions. I now place before the meeting the financial statements of the company for the year ended April 30, 2021, together with the auditor's report thereon. I do not propose to read the financial statements, which, together with the auditor's report, were mailed to the shareholders of the company, who so requested. The next item of business is to fix the number of directors. It is proposed to fix the number of directors at 6. I therefore move that the company -- that the number of directors of the company be fixed at 6. Are there any questions with regard to this motion? I will now call for a vote on the motion. All those in favor, please signify by speaking now. Are there any votes against? Thank you. The motion is carried. The next item of business is the election of directors. In accordance with the company's advanced notice policy outside nominations were required to be received by the company not later than November 15, 2021. As no such nominations were received, the nominees are those persons, who are named in the company's information circular. I declare the nominations closed. As set out in the circular, 6 directors have been nominated for election to hold office until the close of the next Annual Meeting of Shareholders or until their successors are duly elected or appointed. I move that the following persons be elected as directors of the company; Sean Samson, Christopher Berlet, Chris Wolfenberg, Paul Davis, Julie Ward, Francois Cartier. Are there any questions with regards to this motion? I will now call for a vote on the motion. All those in favor, please signify by speaking now. Are there any votes being withheld? Thank you. The motion is carried. The company's auditors are Smythe LLP. Management proposes to reappoint Smythe LLP as auditor of the company and to authorize the directors to fix the remuneration of the auditors. I move that Smythe LLP be appointed as auditor of the company until the next Annual Meeting and the directors be authorized to fix the remuneration payable to the auditors. Are there any questions with regards to this motion? I will now call for a vote on the motion. All those in favor, please signify by speaking now. Are there any votes being withheld? Thank you. The motion is carried. The next item of business is the approval of an ordinary resolution to approve the adoption of an Equity Incentive Plan as detailed in the management information circular. Voting shall be on a disinterested shareholder basis. I move as an ordinary resolution that, one, the Equity Incentive Plan of the company is hereby approved; and two, any director or officer 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 and to deliver or cause to be delivered such other documents and instruments and to do or cause to be done, all such other acts and things as may, in the opinion of such director or officer be necessary or desirable to carry out the foregoing resolution. I will now call for a vote on the motion. All those in favor, please signify by speaking now. Are there any votes against? Thank you. The motion is carried. That concludes the scheduled business of this meeting. Is there any other business that anyone present wishes to bring to the attention of the meeting? If there is no further business to be brought before the meeting, I move that the meeting is now terminated. Thank you for your attendance today.