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

I would like to welcome you to the Annual General Meeting of Shareholders of ESSA Pharma, Inc. I'm David Parkinson, President and Chief Executive Officer of ESSA, and I will act as the Chair of this meeting. I will now call the meeting to order. And unless there is any objection, I shall appoint David Wood, Chief Financial Officer and Corporate Secretary of ESSA, to act as recording Secretary of this meeting. Would the Secretary please present the notice convening the meeting?

I have a copy of the notice calling the meeting and evidence of mailing to all the shareholders as of the record date of the meeting. These documents are available for any shareholder to read. If there is a motion that these documents be taken as read, I am sure the Chairman will be pleased to entertain such a motion.

Before asking for the motion, I wish to point out that after any motion is made, a poll may be demanded or directed either before or after the taking of any vote by show of hands. Except for the election of the directors, which will occur by a poll, voting will occur by show of hands unless a poll is submitted. Only registered shareholders present in person, representatives of registered corporate shareholders or holders of valid proxies are entitled to vote. I now ask for a motion that the reading of the notice convening this Annual General Meeting be waived. All those in favor, please signify by raising your hand. Those opposed? The motion is carried unanimously. With consent of the meeting, I shall appoint Dave Bains of Computershare to act as scrutineer. As soon as the scrutineer has completed the tabulation of the shareholders present in person or represented by proxy, I will ask the Secretary to read the report of the scrutineer to the meeting.

I have the scrutineer's interim report, 1 shareholder in person representing 12,500 shares, 61 shareholders by proxy representing 18,873,294 shares. 62 shareholders in total, therefore, holding 18,885,794 shares. The total issued and outstanding shares as at record date was 44,388,550. So the percentage of outstanding shares represented at the meeting is 42.55%.

The quorum for the transaction of business at a meeting of shareholders is at least 2 persons who are or who represent by proxy, shareholders who in the aggregate hold shares to which are attached at least 33 1/3% of the votes attached to all of the issued shares of the company entitled to vote at the meeting. The report of the scrutineer indicates that a quorum is present. And as notice has been given in the proper manner, I declare this meeting regularly and duly called and constituted for the transaction of business. We will now proceed with the formal items of business to be considered at the meeting. I would request that you hold any questions until such time unless your questions relate to specific items of business being considered. The audited financial statements of the company and the auditor's report thereon for the fiscal year entitled September 30, 2024, are available for inspection at the meeting should anyone desire to review this. If you do not have a copy, please feel free to pick one up. Unless there are questions arising from the financial statements and auditor's report, I shall consider them received by the shareholders as submitted to this Annual General Meeting. We will now proceed with the election of directors. The articles of the company provide that the number of directors to be elected at each Annual Meeting of Shareholders shall be the greater of 3 and the most recently set number of directors set by ordinary resolution. May I have a motion that the number of directors be set at 7?

So moved.

All those in favor, signify by raising your right hand. Those opposed? The motion is carried unanimously. I declare the meeting open for director nominations.

I nominate David Parkinson, Richard Glickman, Franklin M. Berger, Scott Requadt, Marella Thorell, Alex Martin, Sandy Zweifach as directors of the company to hold office until the next Annual General Meeting or until their successors are elected or appointed, subject to the provisions of the company's articles.

Are there any further nominations? As there are no further nominations, I now declare the nominations to be closed. As the company has adopted a majority voting policy for the election of directors, it will be necessary to take a poll for the election of directors. I understand that Computershare has distributed ballots to the shareholders. Please raise your hand if you require a ballot and the scrutineer will hand the ballot to you.

Each shareholder or person holding a proxy may use the form of ballot to vote for the election of directors by marking an X opposite the names of persons for whom they wish to vote. You may only vote for those persons who have been nominated. The 7 nominees are to be marked or printed on the ballot. The ballot should be clearly signed with the name of the shareholder or person completing it. Please note that shareholders who have previously submitted proxies should not use the ballot unless they wish to revoke their proxy. Revocation forms are available at the back of the room. While the scrutineer is collecting and tabulating the completed ballots, we will move on to the next item of business.

We will now appoint the auditor of the company. May I have a motion that Davidson & Company, chartered accountants, be appointed auditor of the company at a remuneration to be fixed by the directors until the next annual meeting of the company's shareholders or until their successors are duly appointed and the directors are authorized to fix such remuneration.

So moved.

All those in favor, signify by raising your right hand. Those opposed? The motion is carried unanimously. 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 21 of the information circular. The full text of the resolution is set out on Page 29 of the information circular. I'll now ask for a motion to approve the nonbinding advisory resolution approving the compensation of the company's executive officers.

So moved.

All those in favor, signify by raising your right hand. Those opposed? The motion is carried unanimously. The ballot results from the poll conducted at this meeting are now ready. I call upon the Secretary to report on the votes cast for, against or withheld from as applicable for the resolution for which voting was conducted by way of poll.

I have the voting results here. For David Parkinson, 9,118,648 for, withheld or abstained 108,123, non-vote 9,646,523; for Richard M. Glickman, for 8,811,385, withheld or abstained 415,386, non-vote 9,646,523; for Franklin M. Berger, for 8,795,088 votes, withheld or abstained 431,683, non-vote 9,646,523; for Scott Requadt, for 9,118,137; against or abstained 108,634, non-vote 9,646,523; for Marella Thorell, for 9,123,434, withheld or abstained 103,337, non-vote 9,646,523; for Alex Martin, 9,119,726 for, withheld or abstained 107,045, non-vote 9,646,523; for Sanford Zweifach, for 9,100,400, withheld 126,371 and non-vote 9,646,523.

I declare all those nominated are elected directors of the company to hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed, subject to the provision of the company's articles. Details as to the votes for, against or withheld voting as applicable for the resolution will be disclosed in the manner provided under securities laws. Is there any other business that properly may be brought before this meeting? This, therefore, completes the business of the meeting, and I make a motion for the meeting to be terminated. All those in favor, please raise your right hand. Those opposed? The motion is carried unanimously, and this meeting is now terminated.