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

Hello, and welcome to the Special Meeting of Security Holders of ESSA Pharma, Inc. Please note that the meeting is being recorded. I'd like to introduce David Parkinson, President and Chief Executive Officer of ESSA. Dr. Parkinson, the floor is yours.

Thank you. Welcome to the special meeting, which I'll refer to as the meeting subsequently of the security holders of ESSA Pharma, Inc., which I'll refer to in short form as ESSA for the company. I'm David Parkinson, President and Chief Executive Officer of ESSA, and I will act as Chair of the meeting. This meeting is being held virtually. We've ensured that this virtual meeting offers security holders the opportunity to participate, submit questions and vote at the meeting through the Computershare platform. As this meeting is being held virtually via live audiocast, we think it is 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 electronic ballot through the Computershare system. Only registered shareholders, option holders, warrant holders and registered proxy holders are able to vote by electronic ballot. Note that any votes cast during the meeting will supersede any votes previously submitted by proxy. Therefore, we recommend that shareholders, option holders and warrant holders 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 are asked to vote on the Computershare 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 option 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. At this meeting, shareholders, option holders and warrant holders will vote on the arrangement resolution. Shareholders will vote on the nonbinding advisory compensation resolution. Shareholders will vote on the liquidation resolution and shareholders will vote on the liquidated resolution. 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. Question projections in respect of a motion can be submitted by any registered shareholder, option holder, warrant holder or registered proxy holder using the Q&A tab on the Computershare interface. Throughout the meeting, we will pause and provide you with 15 seconds to ask your questions using the Q&A tab on the Computershare interface. If you feel 15 seconds is not enough time, please indicate that you have a question using the Q&A tab, and we will pause the meeting until you have 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 related 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. Unless there's an objection, David Wood, Chief Financial Officer and Corporate Secretary of the company, will act as Secretary of the meeting and Dave Bains of Computershare Investor Services, Inc., I'll refer to as Computershare, will act as scrutineer of the meeting. If you have an objection or a question regarding the appointment of the Secretary and Scrutineer, you now have 15 seconds to submit your objection via the Q&A tab. Since we have now appointed David Wood, as the Secretary of the meeting; and Dave Bains as the scrutineer of the meeting, I will now move to 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 sent to security holders in accordance with the BC Business Corporations Act and applicable securities legislation. 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 the 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 is at least 2 persons present in person or represented by proxy representing at least 33 1/3% of the issued shares of the company entitled to vote at the meeting. I'm advised that according to the report of the scrutineer, a quorum is present. The final scrutineer's report will be included with the minutes of the 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 the items of business at any time throughout the meeting. However, only shareholders may vote on the nonbinding advisory compensation resolution, the liquidation resolution or the liquidator resolution. Please also note that any votes cast by electronic ballot will supersede any votes previously submitted by proxy. Therefore, we recommend that shareholders, option holders and warrant holders that have already voted by proxy do not vote on the polls taken during the meeting. Now the first item of business before the meeting is to consider and if thought advisable, to pass with or without variation, a special resolution approving a plan of arrangement under Section 288 of the Business Corporations Act of British Columbia involving the company. XenoTherapeutics Inc. Xeno Acquisition, Inc. and XOMA Royalty Corporation pursuant to a business combination agreement dated July 13, 2025, as amended on September 23, 2025. The full text of the arrangement resolution is set forward in Annex B to the management information circular delivered to securityholders in connection with this meeting. The arrangement resolution must be approved by not less than 66 2/3% of the votes cast by shareholders present in person or represented by proxy at this meeting. In addition, 66 2/3% of the votes cast by security holders present in person or represented by a proxy at this meeting voting together as a single class and a majority of the votes cast by shareholders present in person or represented by proxy at this meeting, excluding for the purpose, votes attached to the company's shares required to be excluded pursuant to a multilateral instrument 61-101, protection of minority security holders in special transactions. Only one vote will be conducted on the arrangement resolution at this meeting, but the votes will be tallied by the scrutineer to ensure that each of these approval thresholds are met. I now ask for a motion that the arrangement resolution, the full text of which is set out in Annex D to the management information circular be approved.

So moved.

Are there any questions? You have 15 seconds to submit your question via the Q&A tab starting now. As there are no questions, I would now ask those security holders and proxy holders who have not already done so to vote via the electronic ballots. [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 advisable, to pass with or without variation a nonbinding advisory resolution approving the compensation to be paid or that will become payable to the company's named executive officers that is based on or otherwise relates to the arrangement. The full text of the resolution is set out on Page 110 of the management information circular. I now ask for a motion to approve the nonbinding advisory resolution set out in the management information circular.

So moved.

Are there any questions? You have 15 seconds to submit your question via the Q&A tab starting now. As there are no questions, I would now ask those shareholders and proxy holders who have not already done so should 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 advisable, to pass with or without variation, a special resolution pursuant to Section [ 319(1) ] of the Business Corporations Act of British Columbia to approve the voluntary liquidation and dissolution of the company in the event the arrangement resolution is not approved or the arrangement is otherwise terminated. The full text of the liquidation resolution is set out on Page 122 of the information circular. I now ask for a motion that the liquidation 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 Q&A tab 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]

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 advisable, to pass with or without variation, an ordinary resolution pursuant to Section [ 319(2) ] of the Business Corporations Act of British Columbia. To approve the appointment of PricewaterhouseCoopers LLP or in the alternative, another liquidator of nationally recognized experience as the liquidator of the company with authorization for the Board of Directors of the company to set the remuneration of the liquidator in the event the arrangement resolution is not approved or the arrangement is otherwise terminated. The full text of the liquidator resolution is set out on Page 123 of the information circular. I now ask for a motion that the liquidator 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 Q&A tab 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 minutes of meeting -- in the notice of meeting. The polls are still open. And if you are a registered shareholder, option holder, warrant holder or proxy holder and have not submitted your vote by ballot or proxy on the resolutions which you are being asked to consider, 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]

I have been advised that the scrutineer has completed the tabulation of votes for all resolutions. Based on the tabulation, I can confirm that the requisite approvals have been obtained for the arrangement resolution, the liquidation resolution and the liquid resolution. In addition, the shareholders have voted for on a nonbinding advisory basis, compensation to be paid or that will become payable to the company's named executive officers that is based on or otherwise relates to the arrangement. The voting results of this meeting will be posted on the company's SEDAR+ profile at http://www.sedarplus.ca after this meeting. 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 the meeting, you can do so using the Q&A tab. You have 15 seconds to submit any further business using the Q&A tab. 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. The meeting is now terminated. On behalf of the Board of Directors, I would like to thank you for attending today.