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

Good morning, everyone. My name is Sean Samson, and I'm the President and CEO of Clean Energy Transition. It's my pleasure to welcome you to the company's Annual General and Special Meeting of Shareholders. Before we commence the meeting, I'd like to address the meeting structure and note some general reminders. The meeting will consist of the formal business described in the notice of meeting. After the meeting's formal portion, I will open the floor to any shareholder questions. To ensure a smooth and efficient meeting, I have 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. We will proceed with voting on the meeting matters by way of Zoom poll. A shareholder or proxy holder may register their vote through Zoom when the poll is created. 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. If you have any questions on registering your vote, please e-mail [email protected] using the e-mail posted in the Zoom chat. In order to ensure proper voting and an accurate attendance count, please ensure your Zoom user name being in the name you entered when logging in and showing on the screen is your full legal name. So in accordance with the company's articles, I will act as Chair and I will ask Charles Lewis of Dentons Canada LLP to act as Secretary of this meeting. Further, I will ask Patty [indiscernible], a representative of Odyssey Trust Company to act as scrutineer. Proxy and other meeting materials were posted to SEDAR+, the company's website and sent to shareholders who did not consent to electronic delivery. In accordance with National Instrument 54-101, these materials were also sent to all responding intermediaries. With the consent of meeting, I will dispense with reading the notice of meeting, and I direct that a copy of the proof of service be retained with minutes of this meeting. At this point, I will ask the Secretary to read the scrutineers' report on attendance.

Mr. Chairman, I've received the scrutineer's report, and it shows 17 persons present in person or by proxy at the meeting holding or representing by proxy 6,648,373 common shares or 15.83% of the issued and outstanding common shares of the company.

Based on the scrutineers' report, I advise that a quorum is present and direct that the scrutineers' report be attached to the minutes of the meeting. 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 4 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 approval of the Omnibus Equity Incentive Plan. Unless otherwise requested, we will proceed with voting on such matters by way of Zoom poll. The first item of business is the presentation of the company's audited financial statements for the financial year ended April 30, 2025, together with the auditor's report thereon. With the consent of the 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, 2025, and the auditor's report thereon and would ask the Secretary to file them with the records of the meeting. If any shareholder has questions, 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. Chair, I so move. It's Chris Wolfenberg, shareholder and Director.

Francois, can I get a second? Travis, as a shareholder, do you mind seconding?

Yes, I can second the motion.

Is there any discussion on the motion? I'll ask each shareholder to vote using the in-meeting Zoom poll function. [Voting]

Polls have really been open for, is it a minute?

Yes, Mr. Chair, that was.

Okay. 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 ensuing year by way of ordinary resolution. The information circular listed the 4 nominees proposed for election as directors. May I have the nominations, please?

Mr. Chair, it's Chris Wolfenberg, shareholder and Director. I nominate Sean Samson, François Cartier, Julie Ward and Chris Wolfenberg to be elected as directors until the next Annual Meeting or until their successors are elected or appointed.

Travis, do you mind seconding?

Yes, I can second that.

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

Yes, I move that the persons nominated be elected as directors to serve -- to hold office until the next Annual Meeting or until their successors are elected or appointed.

Travis?

TmdaYes. I second that.

I'll ask each shareholder to vote using the in-meeting Zoom poll function. [Voting]

Charles, I think we can do 30 seconds.

Yes. Unless the shareholders having any difficulty with the voting mechanism, I think that's fair.

Okay. 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 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. The next item of business is to appoint the company's auditor for the ensuing year and to authorize the directors to fix their remuneration by way of ordinary resolution. May I have a motion in favor of the resolution?

Mr. Chair, again, it's Chris Wolfenberg. I move that KN Partners LLP be appointed as the company's auditor for the ensuing year and that the directors be authorized to fix their remuneration.

Travis, do you mind seconding?

I second the motion.

Is there any discussion on the motion? I will 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. 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, prove and confirm with or without variation, an ordinary resolution ratifying and confirming the company's new Omnibus Equity Incentive Plan as described in the information circular. May I have a motion in favor of the resolution?

Mr. Chair, I move that the ordinary resolution in the form set forth in the information circular approving the new Omnibus Equity Incentive Plan of the company be authorized and approved without amendment.

Travis, can you second?

I second the motion.

Is there any discussion on the motion? I will ask each shareholder to vote using the in-meeting Zoom 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. If there's no further business to be brought before the meeting, I will ask for a motion to terminate this meeting.

Mr. Chair, I move that the meeting be terminated.

Travis, can you second?

Yes, I second that motion.

I declare the motion carried and this meeting terminated. So we'll now open the floor to questions.

We ordinarily do an update in January for investors where we get into detail about what happened in the year previous and what we anticipate will happen or what our plans are for the coming year. We intend to do similar in the first half of January. But if folks are on the call and have questions today, we can open up the floor for those. Charles, can you facilitate that?

Yes.

Okay. If there are no questions, we can adjourn the meeting, and I wish everyone the very best for the holiday season, and I look forward to connecting with everyone in January about our company. Thanks, everyone. Have a great day.