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

After this meeting's formal portion, I will open the floor to any shareholder questions to ensure a smooth and efficient meeting I've asked certain shareholders to move for the resolutions tabled this morning. I want to remind everyone that only registered shareholders or duly appointed proxy holders are entitled to vote and speak during the meeting. A shareholder or proxy holder may register their vote through the Zoom platform when a poll is created. If you have any questions on registering your vote, please e-mail charles.lewis@dentin. Using the e-mail posted in the Zoom chat. Also, I'll note that this meeting, we're going to stick to just the formal AGM components. I'm going to do an investor call at the beginning of January, where I'll -- as I've done in past years, share update about what we got up to the prior calendar year and what we intend to do in 2025. So moving along in accordance with the company's articles, I will act as Chair and will last Carl Lewis of Dentons Canada LLP to act as Secretary of this meeting. Further, I'll ask Patty [indiscernible] representative of Odyssey Trust Company to act as scrutineer. If anyone has not checked in with the scrutineer, please do so now to ensure an accurate attendance count. To do so, please e-mail [email protected], indicating your name, your name as it appears on Zoom and the name in which you hold your shares, including any proxies that you may hold. So pursuant to blanket order 51931, notice called this meeting together with the management information circular, proxy and annual financial statements were posted to SEDAR , the company's website and sent to shareholders who consented to electronic delivery. A news release with prescribed information about this meeting and how shareholders can access these materials and vote was also disseminated and SEDAR plus filed. In accordance with the National Instrument 54-101, these materials were also sent to all responding intermediaries with the consent of meeting, I will dispense with the reading of the notice of meeting, and I direct that a copy of the proof of service be retained with the minutes of this meeting. At this point, I'll ask the secretary to read the scrutineer's report on attendance.

Mr. Chairman, I received the scrutineers' report and it shows 20 persons present in person and by proxy at the meeting holding or representing by proxy 4,308,889 shares, representing 12% of the issuing outstanding common shares of the company.

Based on the scrutineers' report, I advise that a quorum is present and direct that the scrutineer's report be attached to the minutes of the meeting. So with the appropriate notice of meeting, given and the requisite quorum present, I declare this meeting regularly called and properly constituted for the transaction of business. There will be 5 items of business to be voted on at today's meeting. Specifically, fixing the number of directors, the election of directors, the appointment of auditors and annual reapproval of the equity incentive plan and ratify and confirming the shareholders. The company shareholder rights plan. Unless otherwise requested, we will proceed with voting on such matters by way of Zoom poll. Please note that once you've registered your vote on an item of business through a Zoom poll, it will be final. Please carefully consider the item of business before registering your vote. First item of business is the presentation of the company's audited financial statements for the financial year ended April 30, 2024, together with the auditor's report thereon. With the consent of this meeting, I do not propose that the financial statements and auditor's report be read at this time. I now table the financial statements for the period ended April 30, 2024, and the auditors report that are on and would ask the secretary to file them with the records of the meeting. If any shareholders have questions or concerns, management is pleased to answer them after the formal part of the meeting. The second item of business is to approve an ordinary resolution fixing the number of directors to be elected at this meeting at 4 members. May I have a motion in favor of the resolution?

Mr. Chairman, I move that the number of directors to be elected at this meeting be set at 4. My name is Chris Goldenberg.

Thank you, Chris.

And Mr. Chairman, I second the motion. My name is Francois Katti.

Thank you, Francois. Is there any discussion on the motion? So I'll ask each shareholder to vote using the in-meeting Zoom poll function. [Voting] Okay. Now that everyone has had the opportunity to vote, I declare the polls closed. And based on the voting results, the resolution is passed, and I declare the motion carried. The next item of business is the election of directors for the following year by way of ordinary resolution. The information circular listed the 4 nominees proposed for election as directors. May I have the nominations, please?

I move that Sean Sampson, Chris Wolfenberg, [indiscernible] and [indiscernible] nominated for election as directors of the company, Mr. Chairman.

Mr. Chairman, I second the motion.

Okay. May I have a motion respecting the election of directors?

Mr. Chairman, I move that the persons nominated be elected as directors of the company to hold office until the next annual meeting or until their successors are elected or appointed.

I'll ask each shareholder to vote using the in-meeting zoom function. [Voting] Okay. So now that everyone has had the opportunity to vote, I declare the polls closed. To be based on the voting results, the resolution is passed. I declare the motion carried and that all nominees have been elected as directors of the company to hold office until the next annual election of directors or until their successors are elected, subject to the provisions of the Business Corporations Act and the articles of the company. So the next item of business is to appoint the company's auditor for the ensuing year and to authorize the directors to set their remuneration by way of ordinary resolution. Now I have a motion in favor of the resolution.

Mr. Chairman, I move that the persons -- sorry, I move that MS Partners LLP be appointed as the company's auditor and that the directors be authorized to set their remuneration.

Mr. Chairman, I second the motion.

Is there any discussion on the motion? Okay. I'll ask each shareholder to vote using the in-meeting poll function. [Voting] Now that everyone has had the opportunity to vote, I declare the polls closed. Based on the voting results, the resolution is passed, and I declare the motion carried. The next item of business is to consider, and if deemed advisable, approve and confirm we have with without variation, an ordinary resolution ratifying and confirming the company's existing equity incentive plan, as described in the information circular. May I have a motion in favor of the resolution?

Mr. Chairman, I move that the ordinary resolution in the form set forth in the information circular approving the existing equity incentive plan of the company be authorized and approved without amendment.

Mr. Chairman, I second the motion.

Thank you. Is there any discussion on the motion? So I'll ask each shareholder to vote using the in-meeting Zoom poll function. [Voting] Everyone has had the opportunity to vote I declare the polls closed. And based on the voting results, the resolution has passed, and I declare the motion carried. The next item of business is to consider and if deemed advisable, approve and confirm with or without variation an ordinary resolution, ratifying and confirming the company's shareholder rights plan as described in the information circular. May I have a motion in favor of the resolution.

Mr. Chairman, I move to the ordinary resolution in the form set forth in the information circular approving the shareholder rights plan of the company be off for us to improve without amendment.

And Mr. Chairman, I second the motion.

Thank you. Is there any discussion on the motion? I'll ask each shareholder to vote using the in-meeting Zoom poll function. [Voting] Now that everyone's had the opportunity to vote, I declare the polls closed. Based on the voting results, the resolution is passed, and I declare the motion carried. If there's no further business to be brought before the meeting, I'll ask for a motion to terminate this meeting. Mr. Chairman, I move at the meeting be terminated.

Mr. Chairman, I second the motion.

Thank you. I declare the motion carried, and this meeting is terminated. I'll now open the floor for any questions. As mentioned, I intend to do a proper investor call, which doesn't have the sort of formalities of the AGM and which also is in January, where, again, we'll be talking about 2025 and what we intend to do. Super well, thanks, everybody, for participating. And I look forward to updating investors and the broader community about our plans for next year. We'll do that in January. And I wish everyone a wonderful holiday and happy new year. We'll speak again in January. Thank you.