Entourage Health Corp. (ENTG) Earnings Call Transcript & Summary

Hello, and welcome to the Special Meeting of Shareholders of Entourage Health Corp., which may be referred to as Entourage or The Company during this meeting. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of the same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to TSX Trust and the company that you first obtained all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. It is now my pleasure to turn today's meeting over to George Scorsis. George, the floor is yours.

Good afternoon and welcome. I am George Scorsis, CEO and Executive Chair of Entourage. In accordance with The Company's bylaws, I'll act as Chair of the Meeting. This meeting is held -- is being held in a virtual-only format and in accordance with company's bylaws. I'll now turn to certain procedural matters. As set out in Entourage's Management Information Circular dated February 10, 2025, which was filed on the company's SEDAR page on February 18, 2025, and will be referred to as The Circular, all voting during the meeting will be conducted by online ballot. Only registered shareholders or their duly-appointed proxy holders who are logged into the meeting as such will be able to vote by online ballot and ask questions during the meeting. Each common share is entitled to 1 vote during the meeting. Please note that nonregistered shareholders and other permitted attendees of the meeting who have logged in as guests will not be able to vote by online ballot or ask questions during the meeting. You're a nonregistered shareholder if you hold your shares through a bank or intermediary and you have not arranged to be appointed as proxy for such intermediary with respect to your shares. If there are any registered shareholders or duly-appointed proxy holders who have inadvertently logged in to the meeting as a guest, but intend to vote by online ballot during the meeting, please log back into the meeting as a registered shareholder or duly-appointed proxy holder as per the instructions provided to you. When voting begins, the poll will remain open until, in the Chair's opinion, every registered shareholder or duly-appointed proxy holder in attendance, online and properly logged in to the meeting has had an opportunity to vote. Following any questions related to, and voting on, the applicable matter, we will take a brief recess as necessary to allow the scrutineers to tally the votes and to complete the tabulation of voting and determine a result. The result of any vote will be announced following tabulation. I will now turn to the appointment of the Secretary and the scrutineers for the meeting. I hereby appoint Jei Oberaifo, Senior Legal Counsel and Corporate Secretary of The Company, to act as Secretary for this meeting; and TSX Trust Company, the company's transfer agent, through its representatives, to act as the scrutineers for this meeting. I would now ask Ms. Oberaifo as Secretary to report on the mailing of the meeting materials.

Thank you, Mr. Chair. The notice calling this meeting, together with The Circular and related materials were mailed on February 18, 2025 to shareholders of record as of February 10, 2025, being the record date for the purpose of determining which shareholders are entitled to receive notice of and vote at this meeting. Accordingly, I will dispense with the release of the Notice of Special Meeting. Copies of materials are visible online on the company's SEDAR+ page.

Thank you, Ms. Oberaifo. I direct that proof of service to be annexed to the minutes of the meeting. I can also report that I received the Interim Scrutineer's Report prior to commencing, which confirms that a quorum of shareholders is present. And I direct that the Scrutineer's Complete Report on Attendance be annexed to the minutes of the meeting. With the appropriate Notice of the Meeting having been given and quorum being present, I declare the meeting duly constituted for the transaction of business. Certain persons have been asked in advance of the meeting to make certain motions and to second certain motions. This is in no way intended to discourage any comments or questions from registered shareholders or duly-appointed proxy holders. Should any shareholders or duly-appointed proxy holders wish to commence or ask a question, please do so using the Q&A tab on the screen at the appropriate time. Those of you that are logged in as guests are, of course, welcome to listen to the meeting, but you will not be able to comment, ask questions or vote during the meeting. The only item of formal business to consider and, if deemed appropriate, to pass a special resolution to approve the Statutory Plan of Arrangement pursuant to which 1001095275, Ontario, Inc., will acquire all of the issued and outstanding common shares of the company, the full text of which is set forth in The Circular under Appendix A and which I will refer to as the Arrangement Resolution. Specific details of this matter are set forth in The Circular. Unless there is an objection, I will dispense with the reading of the Arrangement Resolution. As set out in The Circular, in order for the Statutory Plan of Arrangement to be approved, it will require the affirmative vote of at least 66-2/3 of the votes attached to common shares voted online ballot during the meeting or by previously submitted proxy, and at least a simple majority of votes attached to outstanding common shares voted by online ballot during the meeting or by previously submitted proxy after excluding those votes attached to outstanding common shares held by shareholders referred to at items A through D of Section 8.1 (2) of Multilateral Instrument 61-101, protection of minority security shareholders in special transactions as further described in The Circular. May I have a motion to approve the Arrangement Resolution?