FLUENT Corp. (FNTU) Earnings Call Transcript & Summary

Okay. Let's get started. Good morning, ladies and gentlemen. Welcome to this Annual and Special Meeting of Shareholders of Cansortium Inc. My name is Robert Beasley, and I'm the Chief Financial Officer of Cansortium -- sorry, Chief Executive Officer of Cansortium. I am pleased to act as Chairman of this meeting. In order to make the best use of our time, certain shareholders have been asked to move and second on the resolutions, which we will consider at this meeting. I will call on them at the appropriate time. As noted in the materials sent to shareholders prior to the meeting, due to COVID-19 crisis, this year the company encouraged all shareholders to submit their votes ahead of time and to listen to the meeting by phone rather than attend in person. Only shareholders who voted ahead of time or who are present at the meeting in person may participate in the meeting. For shareholders who have previously submitted a proxy, your proxies will automatically be included in the final count announced today. At this meeting -- as this meeting is being held in person and broadcast via teleconference in a listen only, I would like to first set out a few rules for the orderly conduct of the meeting. Number one. After the formal business is attended to, we will have an open question-and-answer period. Registered shareholders or duly appointed proxy holders attending the meeting in person, may ask questions at the question-and-answer period at the end of the meeting, providing that questions regarding procedural matters are directly related to the motions before the meeting may be addressed during the meeting itself. Number two, for the purposes of the meeting today, voting on all matters will be conducted by asking shareholders to signify their approval of motion by saying aye. And if you are against a motion by saying nay. Number three, I understand that Odyssey Trust Company, registrar and transfer agent of the company, has tabulated the votes received by proxy properly submitted prior to the meeting. If you have previously voted, you do not need to vote again if you attend the meeting in person. By voting again, you will revoke any previous vote. Number 4. I also note that prior to the start of the meeting, I received a report from the scrutineers in respect to each resolution. The scrutineers have indicated that based on proxies received prior to the start of the meeting, at least 2/3 of the shares voted were voted in favor of each resolution. Therefore, subject to a sufficient number of votes being cast against the motions by registered shareholders or duly appointed proxy holders attending the meeting, I will declare each motion carried following the meeting and [indiscernible]. The meeting will now come to order and with your permission, I shall ask Todd Buchman, Chief Legal Officer of Cansortium, to act as Secretary of the meeting; and Patricia Fonseca, Chief Financial Officer of Cansortium, to act as scrutineer. I now instruct the Secretary to table to the meeting the following documents: number one, the notice of meeting; number two, the form of proxy; number three, the management information circular dated June 17, 2022; and number four, the consolidated audited financials of the company for the fiscal year ended December 31, 2021 and the auditor's report thereon. I also confirm the above material was sent to each Director of the company and to our auditors. These documents are tabled in order that any shareholder may examine them if they so desire. I will now entertain a motion that the reading of the notice of meeting and the statutory declaration providing service thereon be dispensed with. I call upon first mover William Smith.

I move that the reading of the notice of meeting and statutory declaration providing service thereof is dispensed with.

I, John McKimm, second the motion.

It has now been moved and seconded that the reading of the notice of meeting and the statutory declaration providing service thereof be dispensed with. All those in favor, signify by saying aye. [Voting]

All those against, signify by saying nay. [Voting]

I declare the motion carried. I note that the quorum for this meeting is 1 person present and entitled to vote at the meeting representing, in aggregate, not less than 15% of the issued and outstanding shares of Cansortium. I now ask the Secretary to read the report of the scrutineers. Secretary Todd Buchman. At this time, I ask Secretary Todd Buchman, appointed as Secretary of the meeting to read the report of the scrutineers. Todd, you may have to take it off mute. [Operator Instructions]

Can you hear me?

We can hear you now.

The preliminary scrutineers' report shows that a requisite quorum of shareholders of the company is present at this meeting.

Thank you. Since a quorum of shareholders is present, I declare the meeting to be duly called and properly constituted for the transaction of business. I direct that the scrutineers' report on attendance to be attached to the meeting -- the minutes of this meeting. Each shareholder of the company is entitled to 1 vote for each common share held by him or her and 10 votes for each proportionate voting share held by him or her as applicable. Please note that only registered shareholders or their proxies are entitled to take part in -- and vote at this meeting. I now present to the meeting the audited consolidated financial statements of the company for the fiscal year ended December 31, 2021, together with the auditor's report thereon. Copies of such documents have been made available to all shareholders, and it's not proposed to read them to the meeting or seek approval of such items. The next item of business is to approve an ordinary resolution regarding the election of Directors. The nominees of management were identified in the circular mailed to the shareholders of the corporation and are as follows: number one, Robert Beasley; number 2, Roger Daher; number 3, Mark Eckenrode; number 4, John McKimm; number 5, William Smith. I will now entertain a motion nominating those persons as directors until the close of the next annual meeting of the shareholders and call upon first mover William Smith.

I nominate for election as Directors of the company until the close of the next Annual Meeting of Shareholders the 5 persons whose names have just been read.

I, John McKimm, second the motion.

The motion has been moved and seconded. All those in favor, signify by saying aye. [Voting]

All those against, signify by saying nay. [Voting]

All right. Since the company did not receive notice of any other the director nominations in connection with...

Robert, hold on here. There's a nay here. [Voting]

Okay. Nay is received. Since the company did not receive notice of any other director nominations in connection with the meeting in accordance with the advanced notice bylaw, accordingly, the persons eligible to be nominated for elections to the Board [Audio Gap] asked by the common shares -- holders of common shares and proportionate voting shares present in person or represented by proxy at this meeting. I now ask for and call upon first mover William Smith to move this motion.

I move to pass a special resolution authorizing the name change as described in the circular.

I, John McKimm, second the motion.

Motion has been moved and seconded. All those in favor, signify by saying aye. [Voting]

All those against signify by saying nay. [Voting]

I declare that the company is hereby authorized to effect the name change as described in the circular. Next is the adoption of bylaws. The next item of business is to approve an ordinary resolution [indiscernible] repeal of the existing bylaws of the company and the adoption of bylaw number A-1 in replacement thereof, the details of which are more surely -- fully set out in the circular under the heading Approval of New bylaws. I ask [indiscernible] time for first mover William Smith to move.

I move to confirm the repeal of the existing bylaws of the company and the adoption of bylaw number A-1 in replacement thereof.

I, John McKimm, second the motion.

The motion has been moved and seconded. All those in favor, signify by saying aye. [Voting]

All those again, signify by saying nay. [Voting]

I hereby declare the repeal of the existing bylaws of the company and the adoption of bylaw number A-1 and replacement thereof is confirmed. Next item is the preferred share amendment. This is the final item of business, and it is a special resolution approving an amendment of the Articles of the company to create a new class of preferred shares issuable in series, the details of which are more fully set out in the circular under the heading Approval of Preferred Share Amendment. In order for this resolution to be effective, it must be passed by not less than 2/3 of the votes cast by the common shareholders of common shares and proportionate voting shares present in person or represented by proxy at this meeting. I call upon first mover William Smith to make a motion.

I move that the special resolution authorizing the preferred share amendment as described in the circular.

I, John McKimm, second the motion.

The motion having been moved and seconded, I call upon all of those in favor, signify so by saying aye. [Voting]

All those against signify by saying nay. [Voting]

You got that, Robert?

I did. All right. All the ayes and nays have been accounted for. I declare that the company is hereby authorized to affect the preferred share amendment as described in the circular. Unless there is any further business to come to the meeting, I would entertain a motion to terminate this meeting. And I call upon first mover William Smith.

I move that this meeting be terminated.

I, John McKimm, second the motion.

All those in favor, signify by saying aye. [Voting]

All of those against signify by saying nay. [Voting]

I therefore declare that the formal part of this Annual and Special Meeting of Shareholders is terminated. We now turn to the shareholders' question period. All registered shareholders and duly appointed proxy holders attending the meeting in person who would like to ask a question may do so now, I open the floor up to questions.

Rob, we have a question here from Robert Jake Bergmann, a shareholder.

Robert, it's Jake here. One question. Has the Board received the offer to acquire the company from Iconoclast Ventures dated May 3, 2022?

Jake, your question in the middle of it after introducing yourself kind of went on mute or was obscured. If you could repeat it, it would be great.

The question was, has the Board received the offer from Iconoclast Ventures dated May 3, 2022 to acquire all the outstanding stock of the company?

Give me just a second on that, Jake. Okay. In response to the shareholder question from Robert Jake Bergmann, has the Board received the tendered offer dated May 3, 2022, by Iconoclast Venture. The answer is yes.

Is there any feedback or other thoughts on that offer?

I do not believe there was any Board action on the offer. Are there any other questions? Give it just a minute. I know people may struggle with the mute. [Operator Instructions] Okay. Since there are no registered shareholders or duly appointed proxy holders attending the meeting in person -- sorry. Okay. Since there are no further questions tendered at this time, I now declare this meeting concluded.