EverGen Infrastructure Corp. (EVGN) Earnings Call Transcript & Summary

Okay. Good morning, ladies and gentlemen. Welcome to the Annual General Meeting of the shareholders of EverGen Infrastructure Corp., which I will refer to as EverGen, the company, from here on out. My name is Ford Nicholson, and I'm the Executive Chairman of EverGen. On behalf of EverGen, I wish to thank those present for attending the meeting. With the consent of the meeting, I'll assume the position as chairperson for this meeting. We're hosting today's meeting in-person and by way of video conference. I would just say that there's two additional Directors who are with me today -- pardon me, three. We have Mischa Zatjmann, who is, of course, our Chief Executive; Mary Hemmingsen, who's joining me here at the meeting; and also Jon Ozturgut. Djenane has joined by video conferencing, he is on screen now. The Annual General Meeting of the shareholders of EverGen will now come to order. And if there are no objections, I'll ask Ravi Latour act as secretary of the meeting, and [ PwC ] to act as scrutineer of the meeting. The scrutineer will report on the shareholders present in-person and by proxy at this meeting, and will also tabulate the results of any ballot or poll taken at this meeting. With no objections, thus the meeting quorum is constituted. I received an affidavit of mailing sent by representative of TSX Trust Company as to the mailing of the notice of the meeting, the management information circular prepared in connection with the meeting dated October 27, 2023, and the formal proxy. I direct a copy of this affidavit of the mailing of the copies of the documents mailed to the shareholders of EverGen be kept by the secretary with the minutes of this meeting. With the consent of this meeting, the meeting is now -- the notice of this meeting will be dispensed [indiscernible]. Pursuant to the articles, a quorum for a general meeting [ needs 2 ] individuals who are shareholders, proxy holders representing shareholders, the duly authorized representatives or corporate shareholders personally present and representing shares aggregating not less than 10% of the issued shares of the company carrying the right to vote at that meeting. Based on the scrutineer's report, I advise that there is a quorum present of this meeting, and I direct that the scrutineer's report be annexed to the minutes of the meeting. I now declare that the meeting is regularly called and properly constituted for the transaction of business. Before commencing the formal business of meeting, I'd like to briefly explain the voting procedure that will be followed. Unless a ballot is demanded, each of the votes cast at today's meeting will be conducted by way of show of hands. Only registered shareholders and duly appointed proxy holders or corporate appointees are entitled to vote directly at meeting. Additionally, the virtual attendees at this meeting are not entitled to vote during the meeting. But the results of their votes cast, within the appropriate time outlined on the notice, shall be calculated along with the votes cast by hand here today. We will now proceed with the formal business of the meeting. The first item of business is the presentation of the auditor's report and the audited financial statements of the company for the fiscal year ended December 31, 2022. Copies of the foregoing have been previously mailed to shareholders in accordance with applicable laws. We would be pleased to answer any questions regarding the financial statements after the formal business of the meeting has been concluded. I shall now request a motion to dispense the reading of the auditor's report and the audited financial statements of the company for the fiscal year ended December 31, 2022.

I move that the reading of the audited financial statements of the company for the financial year ended December 31, 2022, together with the notes thereto and the auditor's report thereon, be dispensed to us.

I second the motion.

You've heard the motion. Is there any questions? Please vote by show of hands. All in favor? Any opposed? [Voting]

None heard. Motion is carried. Next item of business is the appointment of the auditors of the company. It is proposed that PricewaterhouseCoopers LLP be reappointed as the auditors of the company to hold office for the ensuing year until the close of the next Annual Meeting of the Shareholders of the company, and that the Board of Directors be authorized to fix their remuneration. I shall now request a motion with respect to the appointment of PricewaterhouseCoopers LLP as the auditors of the company.

I move that PricewaterhouseCoopers LLP be and are hereby appointed as auditors of the company until the next annual meeting or until a successor is appointed and that the Board of Directors be authorized to fix their remuneration.

I second the motion.

You've heard the motion, is there any questions or discussion? Please vote by show of hands. All in favor? Any opposed? [Voting]

None heard. Motion is carried. The next item of business is the election of the directors of EverGen. 5 individuals are to be elected to the Board of Directors to hold the office until the next Annual Meeting of Shareholders or until their successors are duly elected or appointed or their office is vacated earlier in accordance with the articles of the company and the provisions of the applicable laws. I now declare the meeting open for nominations.

I nominate Ford Nicholson, Mischa Zatjmann, Mary Hemmingsen, Djenane Cameron and Jon Ozturgut be separately elected as Directors of the company to hold office until the next Annual Meeting of the Shareholders of the company or until their successors are duly elected or appointed, or their office is vacated earlier, in accordance with the articles of the company and the provisions of the applicable laws.

I second the motion.

As there are no further nominations, I now declare the nominations closed. Can we have a motion regarding the election of the directors?

I move that each of the following nominees: Ford Nicholson, Mischa Zatjmann, Mary Hemmingsen, Djenane Cameron and Jon Ozturgut, be hereby [ separately ] elected as a director of EverGen to hold office until the next Annual Meeting of the Shareholders of EverGen or until their successor is duly elected or appointed, or their office is vacated earlier, in accordance with the articles of the company and the provisions of the applicable laws.

I second the motion.

You've heard the motion. Is there any discussion? Please vote by a show of hands. All in favor? Any opposed? [Voting]

None heard. I declare the motion carried. Is there any other further business to be brought before this meeting? As there's no further business to be brought before the meeting, I now terminate the meeting and this concludes the meeting. Thank you very much, everybody.

Thank you, everyone, for attending.

Mischa, is there anything you want to [ discuss ] at this point or if you can just...

Yes. We just had our Q3 earnings call and earnings update. So with that, if there are any questions that you have, feel free to reach out to myself or Sean Hennessy any time. We look forward to providing regular updates as we continue to advance our core projects. We've got some exciting milestones coming up with the delivery of our Fraser Valley Biogas project. So we're looking forward to many more milestones and some positive momentum as we head into the new year and start Q1 and Q2 of next year. So thanks, everyone, for attending, and thank you for your support.

All right. We'll conclude the meeting. I would just say also that I'm very grateful for those who've attended the meeting and that we've had a significant change through this year, but we're very excited about the coming 2024 as well. And I do recommend you reach out to Mischa in the 1st week of December for any questions at all that you may have, so that we can set the ship on course for 2024. And thank you very much, everybody. Have a good day.

Thanks all.