Elixinol Wellness Limited (EXL) Earnings Call Transcript & Summary

My name is David Fenlon, and I am the Chair of the Board. And joining me today is Nonexecutive Director, Pauline Gately; Executive Director, Natalie Butler; our Group CFO and Joint Company Secretary, Josephine Lorenz, and also Sarah Prince. Before I begin, I would like to acknowledge the traditional owners of the land where many of our team gather today and the peoples of the Kulin Nation, and I pay my respects to Elders, Past, Present and Emerging. Today's meeting is being held as a virtual meeting by the Atomic platform and all shareholders and proxies attending the meeting today have the ability to ask questions and submit their votes. The agenda today, and as part of a brief introduction is I will share information on the voting procedure, and then we'll turn to the formal business of the meeting. [Operator Instructions]. If you do have any questions or query on how to do that, please jump in and shout out. Questions which relate to the general business of the company will be collected and addressed after the close of the formal business of the meeting subject to time. We do have an hour allocated today. So depending on how many questions we receive, and hopefully, we'll be able to answer them all. If not, we can use our AGM scheduled for the 30th of May to follow up with any other shareholder questions. And of course, at that meeting, every shareholder will have the opportunity to ask further questions. For the purpose of the poll, I appoint Mathew Hunter of Atomic, the company's share registry, who have examined and prepared summaries of the proxies received to act as returning officers and conduct today's poll. Shareholders that have already submitted a vote by proxy should note that your votes have already been counted towards the poll. You do not need to lodge another vote unless you wish to change your proxy instruction. Shareholders who have not submitted a vote by proxy and wish to vote on the resolution being put to the meeting today can do so by following the instructions provided in the Notice of Meeting. There is also a link to the registration and voting guide in the Notice of Meeting if you require further assistance. Please note that the online voting portal is now open, and will remain open until the poll is declared closed. Your votes must have been submitted prior to the poll being closed for them to count. So I now declare poll voting open on all items of business. Please, as I said before, submit your votes online at any time, and I will give you a warning before I move to closing the voting. Now in the interest of time, I'll move to the business of the meeting. Now moving to the more formal matters of today's meeting. The Notice of Meeting dated the March 20, 2024, was circulated to members, and I will take the Notice of Meeting as being read. I would like to advise that as Chair, I intend to vote all undirected proxies in favor of the resolution. I'd like to advise shareholders that Elixinol Wellness Limited will disregard any votes as stated in the voting exclusion statement as set out in the Notice of Meeting. As the resolution is tabled, a slide will show the results of the proxy votes on the screen. And if there are any questions at this time relating to the procedures of the meeting, could you please ask them now. I will now move to the business of the meeting. Resolution 1, approval to issue securities to Canaccord in connection with the offer. The first and only resolution of this meeting is to consider, and if appropriate, pass the ordinary resolution as set out on the screen. As you'll be aware, the company has recently undertaken a capital raising via a fully underwritten non-renounceable entitlement offer, and entered an underwriting agreement in connection with that offer with Canaccord Genuity (Australia) Limited. Canaccord agreed to underwrite the offer in return for receiving a management fee and commission as described in the notice of this meeting. Upon the basis that any sub writers -- sub-underwriters nominated by Canaccord in relation to the offer were issued: one, sub-underwriting option for every 2 offer shares subject to shareholder approval. Any sub-underwriter options to be issued are to be issued on the terms set out in Schedule 1 on the Notice of Meeting, being the same terms as the terms applying to the options to be issued to shareholders who subscribed under the offer. If this Resolution 1 is not approved, the company is not required to pay the sub-underwriters, any cash penalty in lieu of any failure to issue the sub-underwriting options, but has agreed to undertake reasonable endeavors to issue a maximum number of the sub-underwriter options to the sub-underwriters as it is permitted pursuant to unused capacity under the ASX Listing Rule 7.1 on a proportional basis. The company believes it is important for shareholders to consider that in approving the issue of sub-underwriter options, the following points: the sub-underwriting options are at the same terms as the options to be issued to participating shareholders in the company's 2024 rights issue. And the sub-underwriting option could result in the company receiving prior to the expiry date of the options $2.373 million in subscription moneys if all of the sub-underwriting options are exercised, providing additional working capital for the company. Clearly, the directors unanimously recommend shareholders vote in favor of this resolution. [Operator Instructions] After giving a few moments, it doesn't -- at this moment in time seems if we have any questions. So I will now share the proxies received in relation to this resolution. If there is no further discussion or questions, I now put to the meeting Resolution 1. Could you now please either select for, against or abstain for Resolution 1. [Voting]

Now this was the only resolution being considered today, but before closing the voting system, I would like to open up for further questions for a couple of moments around any other business matters that any shareholders may have. Mathew, do we have any questions at this moment?

There are no questions online currently.

Okay. I'll just leave it a couple more moments to see if there are any other questions. Thank you. Ladies and gentlemen, that concludes our discussion on the formal items of business. In a moment, I will close the voting system. Please ensure that you have cast your vote on all resolutions. And I will now pause for 30 seconds to give you the opportunity to finalize your votes or any last questions that you may have. [Voting]

Mathew, am I okay at this time to close the voting?

Yes, you are.

Thank you, sir. Voting is now closed. The results of the poll will be released to the Australian Securities Exchange later today. Finally, I would like to say once more, thank you very much for your time, for your support as ongoing shareholders and the belief that you're showing us that we will continue to evolve this business and deliver strong shareholder value. The contact details of myself and Pauline are here on this screen. And please at any point, at any time don't hesitate to reach out to us. That concludes the Extraordinary General Meeting of Elixinol Wellness today, and I now declare the meeting is closed. And once again, thank you very much for your time, and thank you very much for your continued support. Good morning.