ESSA Pharma Inc. (EPIX) Earnings Call Transcript & Summary

Welcome to the Annual General Meeting of the shareholders of ESSA Pharma Inc., which I'll refer to as ESSA or the company. I'm David Parkinson, President and Chief Executive Officer of ESSA, and I will act as Chair of this meeting. This year, the meeting is being held virtually. We've ensured that this virtual meeting offers shareholders the opportunity to participate, to submit questions, and to vote at the meeting through the Lumi platform. As this meeting is being held virtually via live audiocast, we think it's necessary to set out a few rules for the orderly conduct of the meeting. For the purposes of this meeting, voting on all matters will be conducted by the electronic ballot through the Lumi system. Only registered shareholders and registered proxy holders are able to vote by electronic ballot. Note that any votes cast by poll during the meeting will supersede any votes previously submitted by proxy. And therefore, we recommend that shareholders that have already voted by proxy do not vote on polls taken during the meeting. Those in attendance who have registered as guests are not able to move motions, submit any questions, vote, or take any other action. For efficiency, we will be opening the polls on all matters to be voted on at the beginning of the meeting once quorum is established. When you were asked to vote on the Lumi platform, you will receive a message on the virtual interface requesting you to register your votes. Electronic balloting will be open throughout the meeting. And once closed, the voting page will disappear, and your votes will automatically be submitted. I will provide you with a 30-second warning prior to the polls closing towards the end of the meeting. Thirdly, we will provide you with all voting results for all resolutions at the end of the meeting. For specific vote tabulations, please see the company's report of voting results, which will be posted to the company's SEDAR profile at http://www.sedarplus.ca, shortly after the meeting. Questions or objections in respect of a motion may be submitted by any registered shareholder or registered proxy holder using the instant messaging service of the Lumi interface. Throughout the meeting, we will pause and provide you with 15 seconds to ask your questions using the instant messaging service on the Lumi interface. If you feel 15 seconds is not enough time, please indicate that you have a question using the instant messaging service, and we will pause the meeting until you've had an opportunity to ask your question. Although questions can be submitted throughout the meeting, they will be addressed at the appropriate time during the meeting. Please limit your questions to topics relating to today's subject matter, and keep your questions short and to the point. For each question we answer, we will read the question and provide an oral response. Any questions which were already answered or that are redundant or repetitive will not be answered. So unless there's an objection, David Wood, the Chief Financial Officer and Corporate Secretary of the company, will act as Secretary of the meeting; and David -- Dave Bains of Computershare Investor Services, which I'll refer to as Computershare, will act as scrutineer of this meeting. If you have an objection or question relating -- regarding the appointment of the secretary and scrutineer, you now have 15 seconds to submit your objections via the message link. As no objections have been received, I will now move to the constitution of the meeting. Would the Secretary please assure us that the meeting has been properly called?

I have before me a copy of the statutory declaration evidencing that the notice calling this meeting was mailed to shareholders in accordance with the BC, Business Corporations Act and applicable securities legislation. This document is available for any shareholder to read. Therefore, Mr. Chair, this meeting has been properly called.

Thank you. Unless there are any objections, we will dispense with the reading of the notice of meeting. As no objections have been received, I dispense with the reading of the notice and will now move to the scrutineer's report and quorum of the meeting. The quorum for the transaction of business at the meeting of shareholders is at least 33 and 1/3% of the issued shares of the company, entitled to vote at the meeting must be present or represented by proxy. I am advised that according to the report of the scrutineer, a quorum is present. The final scrutineers' report will be included with the minutes of this meeting. I now declare that this meeting is regularly called and properly constituted for the transaction of business. I further declare that the polls are now open. As a reminder, you may vote on all items of business at any time throughout the meeting. However, note that any votes cast by electronic ballot will supersede any votes previously submitted by proxy. Therefore, we recommend that shareholders that have already voted by proxy do not vote on the polls taken during the meeting. Now the minutes of last year's Annual General Meeting of the shareholders of the company held on March 9, 2023, are available for inspection by any shareholder. I now ask for a motion to dispense with the reading of the minutes of the last Annual General Meeting.

So moved.

Is there any discussion on this motion? I will proceed to the next item of business. As the next item of business, I now present the audited financial statements of the company and the report of auditors thereon for the year ended September 30, 2023. The audited financial statements and auditor's report have been previously distributed to shareholders who requested such statements. Are there any questions dealing with the financial statements or the auditor's report? You have 15 seconds to submit your question via the message link starting now. As previously indicated, if you need more than 15 seconds to submit your question, please indicate using the message link that you have a question, and I will pause the meeting until you've had a chance to ask the question. As there are no questions, I will proceed to the next item of business. The next item of business is setting the number of directors of the company. I now ask for a motion to set the number of directors of the company at 10.

So moved.

Are there any questions dealing with the setting of the number of directors? You have 15 seconds to submit your question via the message link starting now. As there are no questions, I would now ask that those shareholders and proxy holders who have not already done so, vote via the electronic ballot. [Voting]

As noted earlier, all voting results will be announced at the end of the meeting. It is now in order to proceed with the election of directors for the coming year. The information circular for this meeting contains the names of, and information about, management's nominees to the Board of Directors. I now declare the meeting open for nominations for directors.

I nominate David Parkinson, Richard Glickman, Gary Sollis, Franklin Berger, Scott Requadt, Marella Thorell, Alex Martin, Sandy Zweifach, Philip Kantoff, and Lauren Merendino, all to be directors of the company to hold office until the next Annual Meeting of the Shareholders or until their successors are elected, subject to the provisions of the company's articles. Each of these nominees has previously consented in writing to act as a Director of the company.

Are there any further nominations? If so you have 15 seconds to indicate that you wish to nominate another nominee via the message link starting now. As there are no further nominations, I declare the nominations to be closed. I now ask for a motion that the proposed nominees be elected as directors of the company.

So moved.

As mandated by the company's majority voting policy, it will be necessary to vote for the election of directors by way of ballot. I would now ask those shareholders and proxy holders who have not already done so to vote via the electronic ballot. [Voting]

As noted earlier, voting results for all resolutions will be summarized at the end of the meeting. Now the next item of business is the appointment of auditors of the company for the ensuing year, and to authorize the directors of the company to fix the remuneration of the auditors. It is proposed that Davidson & Company LLP be appointed as the auditors of the company. Accordingly, I ask for a motion that Davidson & Company LLP be appointed auditors of the company until the next Annual Meeting of Shareholders and that the Board be authorized to fix their remuneration.

So moved.

Are there any questions? You have 15 seconds to submit your question via the message link starting now. As there are no questions, I would ask now that those shareholders and proxy holders who have not already done so, vote via the electronic ballot. [Voting]

As noted earlier, voting results for all resolutions will be summarized at the end of the meeting. Now the next item of business is to consider, and if thought fit, approve a nonbinding advisory resolution approving the compensation of the company's named executive officers, the company's compensation discussion and analysis is set out on Pages 44 through 55 of the information circular. The full text of the resolution is set out on Page 31 of the information circular. I'll now ask for a motion to approve the nonbinding advisory resolution approving the compensation of the company's named executive officers.

So moved.

As there are no questions, I would now ask those shareholders and proxy holders who have not already done so to vote via the electronic ballot. [Voting]

As noted earlier, voting results for all resolutions will be summarized at the end of the meeting. Now the next item of business is to consider, and if thought fit, approve an ordinary resolution to amend the company's Omnibus Incentive Plan to increase the number of common shares reserved and available for issuance. The full text of the amended Omnibus Incentive Plan is set out in the Management Information Circular. As set out in the circular, the Board has approved, subject to adoption by the shareholders, the reservation of 10,810,907 common shares to capture increases to the company's share capital since the Omnibus Incentive Plan was previously amended. I now ask for a motion of the Omnibus Incentive Plan amendment resolution set out in the Management Information Circular be authorized and approved.

So moved.

Are there any questions? You have 15 seconds to submit your question via the message link starting now. As there are no questions, I would now ask those shareholders and proxy holders who have not already done so, to vote via the electronic ballot. [Voting]

That concludes the items of business set out in the notice of meeting. The polls are still open, and if you are a registered shareholder or a proxy holder and have not submitted your vote by ballot or proxy, please do so now by selecting the applicable voting option on the voting panel. We will pause for 30 seconds to permit voting before closing the polls on all items of business. [Voting]

Voting on all motions is now closed. We will now take a short break to permit the scrutineer to tabulate the results of today's voting. [Break]

Voting on all motions has now closed, and I've been advised by the scrutineer that they have completed the tabulation of votes for all resolutions. Based on the tabulation, I can confirm that the requisite majorities have been obtained for setting the number of directors, the election of the nominated directors, the appointment of auditors, and the amendment of the Omnibus Incentive Plan. In addition, the shareholders have voted for on a nonbinding advisory basis, the compensation of the company's named executive officers as set out in the Management Information Circular. The voting results of this meeting will be posted on the company's SEDAR profile at www.sedarplus.ca after this meeting. Now the formal items of business for this meeting have now been dealt with. Is there any further business? If you would like to raise any further business at this meeting, you can do so using the message link. You have 15 seconds to submit any further business using the message link. As there is no further business, and unless there is any objection from those in attendance at this meeting, I shall now declare the meeting terminated.