Gensource Potash Corporation (GSP) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to the Annual General and Special Meeting of Gensource Potash Corporation. Please note, the meeting will be recorded. I would like to introduce Mr. Mike Ferguson, Chair of Gensource Potash Corporation. Mr. Ferguson, the floor is yours.

Thanks, Mackenzie. Good morning, everyone. My name is Mike Ferguson, the Chair of the company, and I will act as Chair of this meeting. I welcome you to the 2021 Annual and Special Meeting of Shareholders for Gensource Potash Corporation. Again, this year, we're holding our Annual and Special Meeting of Shareholders virtually, this time on the TSX Trust virtual meeting platform. We thank you very much for your attendance at this year's meeting. I'd like to start with some introductions. With us today online are the following members of your Board of Directors: Alton Anderson, Stephen Dyer, Michael Mueller, Amy O'Shea, Calvin Redlick and myself. Also present online are the following officers of the company: Rob Theoret, our Vice President of Finance, Business Development; and Deb Morsky, Vice President of Corporate Services. We also have our project manager, Paul Neufeld, joining us as well. Thanks for your attendance. In order to deal with the formal portion of our meeting as efficiently as we can, certain shareholders have been asked to move resolutions, which we will consider and which we will set out in the meeting, and the same motions that were set out in the notice of meeting. I'll call on them at the appropriate time. This will allow for a better running of the meeting and more time for your questions. The shareholders of record or their validly appointed proxies at the close of business, May 4, 2021, are entitled to vote at this meeting. If you've already sent in your proxy, your vote has already been counted and you do not need to vote at this meeting. First, we'll start with the appointment of secretary and scrutineer. The meeting will now come to order. Deborah Morsky will act as secretary of the meeting; and Patricia Selby of TSX Trust will act as scrutineer. There will be an opportunity to ask questions at the end of the formal part of the meeting. To submit a question, click the ask a question button on the left of the menu on your screen and type your question into the box. Once discussion on all items of business has concluded, I'll give you a minute to answer all of your votes and then declare the voting closed on all resolutions. I have received a declaration of mailing from our transfer agent confirming that the proxy materials have been duly mailed to shareholders. The notice of meeting, instrument or proxy, management information circular dated April 20, 2021, declaration of mailing and 2020 audited financial statements have been filed and are available for inspection on SEDAR. Will the secretary please report the number of shareholders present in person and the total number of shares they represent, together with the total shares represented by proxy as per the scrutineer's report?

The scrutineer's report shows that there are 203 shareholders represented in person and in proxy for a total representation of 183,223,699 shares or 44.336%.

Thank you. On the basis of that, there is a quorum present and proof of notice calling this meeting has been given in accordance with the company's bylaws and the Business Corporations Act of Ontario. I now declare that the meeting is regularly called and properly constituted for the transaction of business, and instruct the secretary to make the declaration of mailing and attached exhibits as Schedule A to the minutes of this meeting. Before commencing with the business of the meeting, I'd like to comment on the voting procedure. Only shareholders of record, as I mentioned, at the close of business on May 4, 2021, are entitled to vote at this meeting. Each registered shareholder or their duly appointed proxy holder is entitled to vote on each matter and has 1 vote for each share entitled to be voted on the matter and held by that shareholder. If you've already sent in your proxy, your vote's already been counted and you do not need to vote at this meeting. We will conduct voting by electronic ballot on all matters. Voting will be open for all resolutions at the same time, which will allow you to choose to vote on each resolution immediately or wait until the end of the meeting prior to casting your vote. To vote, simply click on for or withhold or against as applicable. You will see confirmation immediately above the voting buttons once you have submitted your choice. The results will be tallied by the scrutineer once the voting is complete and will be provided at the end of the formal portion of this meeting. With respect to the financial statements. The first item of the business is the presentation of the balance sheet and the related financial statements of the company as at December 31, 2020, together with the report thereon for the auditors of the company. Copies of the minutes -- the documents have been mailed to all shareholders who have requested them to be mailed to them and have also been filed on SEDAR. It's not proposed to read them here at this meeting. First item of business is to get into the election of directors for the ensuing year. At the company's 2011 Annual and Special Meeting of Shareholders passed a special resolution empowering the Board to determine, from time to time, the number of directors of the company to be elected at the Annual Meeting of Shareholders of the company. The Board has set out the number of directors to be elected at 6. Therefore, the nomination and election of directors shall be set at 6, and it's intended that 6 directors be elected. Particulars of the 6 proposed nominees, for whom in the absence of other instruction, management proxies will be voted, are set out in the information circular. Pursuant to bylaw #2a of the company, which was adopted by the Board as a bylaw of the company on May 9, 2013, nominations for persons for elections to the Board must follow the notice procedure set out in that bylaw. As the company has not received notice of proposed nominee to the Board by a nominating shareholder, the only individuals entitled to be nominated as directors at this meeting are the persons named as nominees in the company's information circular: Alton Anderson, Stephen Dyer, Michael Ferguson, Michael Mueller, Amy O'Shea and Calvin Redlick are hereby nominated as directors of the company to hold office until the next annual meeting or until their successors are elected or appointed subject to the Business Corporations Act and the bylaws of the company. In accordance with our majority voting policy, the election of directors will be conducted by allowing registered shareholders and proxy holders to electronically register votes for or to be withheld from each director. Please vote for each individual director if you have not already done so. [Voting]

Next item of business is a resolution appointing MNP LLP chartered accountants to serve as the auditors of the company for the ensuing year and authorizing the directors to fix the remuneration to be paid to the auditors. I now ask that someone move for the appointment of the auditors and to authorize the directors to fix their remuneration.

This is Scott MacDonald. I move that MNP LLP chartered accountants be appointed as auditors of the company for the ensuing year until their successors are appointed and that the Board of Directors be authorized to fix their remuneration.

I second the motion. [ Camille Doffney ].

Thank you for that. Please vote on this motion now if you've not already done so. [Voting]

Next item of business to consider is a resolution reapproving the company's rolling stock option plan, the details of which are more fully set out in the information circular. It's a requirement of the TSX Venture Exchange that rolling stock option plans be approved annually by shareholders. May I have a motion confirming the annual approval of the company's 2007 stock option plan as amended and approved by the Exchange on April 3, 2018?

[ Camille Doffney ] I'll make that motion. Be it resolved as an ordinary resolution that the company's option plan B, and is hereby ratified, confirmed and approved and the company be authorized to draft options pursuant and subject to the terms and conditions of the option plan and that any director or officer of the company be and is hereby authorized for and on behalf of the company, to do all such things and execute all such documents and instruments as may be necessary or desirable to get you set to this resolution.

Scott Macdonald, I second that motion.

Thank you very much for the motion and the seconding. Please vote on this motion now if you've not already done so. [Voting]

Next item of business is to consider a resolution amending the articles of the company to include requirements to disclose certain share ownership interests, the details of which are more fully set out in the information circular. May I have a motion to approve the amendment to the articles of the company as detailed in the information circular?

I'll make that motion, Camille Doffney. I move that the amendment to the company's articles as fully set out in the information circular be approved.

I second the motion.

Thank you very much. Please vote on this motion now if you've not already done so. [Voting]

We'll pause for a moment here just to give a minute to complete the voting. There are no further motions to be considered in this meeting, so we'll give another 20 seconds to let you complete the voting at which time we'll close the voting. [Voting]

All right. As there's no further motions, voting on all motions is now closed. We'll just pause for a moment to confirm voting count. I've been advised by the scrutineer that the results are more than 50% in favor of each director. In accordance with the legal requirements and our majority voting policy, those nominated are duly elected as directors. I've also been advised by the scrutineer that all other motions have been carried. This concludes the formal portion of the meeting, and I direct that the scrutineer's report be kept by the secretary within the minutes for this meeting. This concludes the formal business to be conducted at this meeting as set out in the information circular. Following termination of the formal part of the meeting, there will be time for stakeholders to ask questions. As the formal business of this meeting is now completed, I declare the meeting terminated. We'll now have some time to answer questions. So as I mentioned before, please enter your questions in the question box from the menu on the left. And I'll ask the secretary to curate some questions and read them out loud.

There are no questions that have been posted.

No questions? It's probably appropriate then to provide a short update on where we are. We've had some recent news releases. And for the -- in the context of this meeting, of course, we need to stay to publicly available information. The effort to seek our AIM listing, as we disclosed in the news release several weeks ago, continues at full speed. It is moving along as expected and we expect a successful outcome in that effort. The -- it's -- at the end of the day, there's a lot of detailed work and planning that goes into it. But on the surface, it looks like not a whole lot is going on, but the process is advancing. And as we hit a couple of upcoming milestones in the next several weeks, we will have news releases out to keep shareholders up-to-date on how the progress is coming along and which milestones we're hitting. And at that point, you'll have some additional dates that are key dates in that whole process. So it's a fairly high-level update at this point. The process is progressing and all is well. Is there any further questions? I see -- I'm not seeing any questions that are being specifically asked. So if there's no specific questions that people are interested in, then I'll thank you again for attending our meeting today. I'd like to thank Patricia and Mackenzie with TSX Trust for helping us get set up and helping us run the meeting and acting as scrutineer, much appreciated. And stay tuned for coming news releases on progress of your company. Thank you again.

The meeting has now concluded. You may now disconnect.