Goldmoney Inc. (XAU.TO) Earnings Call Transcript & Summary

Welcome to the Annual General and Special Meeting of Goldmoney Inc. Please note that this meeting is being recorded. Please note that only registered shareholders and proxy appointees who have signed in with their control number can address the meeting by typing your questions or comments in the box called, "Ask a Question" at the left side of your screen. I would like to introduce Roy Sebag, moderator of today's meeting. Mr. Sebag, please go ahead.

On behalf of the Goldmoney Corporation, I would like to welcome you to the 2024 Annual General and Special Meeting of Shareholders of Goldmoney Inc. We have 6 items of business to conduct today. Number one, to place the corporation's audited financial statements for the year ended March 31, 2024, and 2023, together with the auditor's report thereon before the meeting; number two, to set the size of the Board of Directors at 5; number three, to elect the directors of the corporation; number four, to reappoint KPMG LLP chartered accountants as the auditors of the corporation for the ensuing year and to authorize the directors to fix their remuneration; and number five, to consider, and if thought advisable, pass with or without variation, a special resolution authorizing the corporation to make an application for the continuation of the corporation out of British Columbia and into the British Virgin Islands under the BVI Business Companies Act as revised and effective from the corporation being regulated by the BVI Business Companies Act as revised, approving the Memorandum of Association and Articles of Associates of the Corporation; and finally, to transact any other business that may properly come before the meeting. At the meeting, registered shareholders and duly appointed proxy holders will have an opportunity to vote so long as they have logged in using their valid control number. TSX Trust shall open the polling momentarily which will remain open for the duration of the meeting. We will go through the items of business one by one, but shareholders may vote on each of the items at any time prior to the polls being closed. Please follow the instructions on screen or as provided by the operator. Once the formal business of the meeting has been completed, there will be an opportunity to ask questions. General shareholder questions that are not relevant to the particular discussion may not be addressed. Depending on the number of questions received, we may not be able to address them all. Nonetheless, we always appreciate comments and feedback from our shareholders and encourage you to reach out to our Investor Relations department with any questions that may not have been addressed today. I will now call this meeting to order. In accordance with the articles of the corporation, I will preside as Chairman of this meeting. Unless there is an objection, I shall ask Jonathan Clark of Peterson McVicar LLP, Legal Counsel to the corporation, to act as Secretary and TSX Trust, through its representative, Christopher de Lima to act as scrutineer. The notice calling this meeting and accompanying management information circular, form of proxy and the consolidated financial statements of the corporation, together with the auditor's report thereon, have been made available to each of the shareholders of the corporation. The corporation utilized the notice and access mechanism under National Instrument 54-101, Communication with Beneficial Owners of Securities and Reporting Issuer and National Instrument 51-102, Continuous Disclosure Obligations. Additional copies of such materials are available on the corporation's website and on sedarplus.ca. An affidavit of mailing of the documentation required to be mailed under the notice and access provisions has been provided by the TSX Trust -- by TSX Trust Corporation, and I direct that this affidavit be annexed to the minutes of the meeting. Accordingly, unless there is an objection, I will dispense with the reading of the notice of meeting. Based on the preliminary report on attendance provided by the scrutineer, there are 65 shareholders represented by proxy holding 7,898,317 shares and representing 59.88% of the total issued and outstanding shares. There is a quorum present and proof of notice calling this meeting has been given in accordance with the corporation's articles and the British Columbia Business Corporations Act. I now declare that the meeting is regularly called and properly constituted for the transaction of business. I direct that the scrutineer's complete report on attendance be annexed in the minutes of the meeting, together with the declaration of mailing. As indicated, all registered shareholders and/or proxy nominees who have logged into the meeting and are virtually present at the meeting and who have not previously submitted a proxy will be able to vote using their control number by following the instructions included in the management information circular dated August 6, 2024. I now instruct TSX Trust to open the polls which shall remain open over the course of the meeting. Shareholders may vote on any of the items of business while the polls are open. The scrutineers shall close the polls and tally the votes towards the end of the meeting once we have put forth each of the items of business to be voted on. There are several matters that must be dealt with during this formal part of the meeting. In order to expedite these matters, I have requested that certain persons make and second the formal motions and I will call on these persons at the appropriate time. Shareholders may make comments specific to these motions prior to the vote, but should hold any comments on general matters until the question period to be held following the termination of the meeting. The financial statements of the corporation as at March 31, 2024, together with the report of the auditors thereon, have been mailed to all shareholders of the corporation who have requested them and are also available on the corporation's profile on SEDAR+. It is now proposed to ask the shareholders to approve the financial statements -- sorry, it is not proposed to ask the shareholders to approve the financial statements. We will now proceed with setting the number of the directors of the corporation for the ensuing year. The number of directors to be set at the meeting is 5. I have been advised by the scrutineer that the proxies deposited for the meeting have been positively voted for to set the number of directors of the corporation at 5. And I would ask someone to move the following resolution which I will now read. Be it hereby resolve the number of directors of the corporation for the ensuing year is set at 5.

This is James Turk, and I shall move.

May I have the motion seconded?

This is Andres Finkielsztain. I second the motion.

As previously indicated, online participants are able to vote on the resolution at any time prior to the polls closing. It is now in order to proceed with the election of directors for the ensuing year. The number of directors to be elected at the meeting is 5. Are there any questions from shareholders on the election of directors of the corporation? If there are no further questions, I declare the meeting open for nominations. The number of directors to be elected at the meeting is 5. Management nominates the following persons as specified in the management information circular delivered with the notice of meeting, namely, Roy Sebag, James Turk, Mahendra Naik, Stefan Wieler and Andres Finkielsztain to be elected to serve as directors of the corporation to hold office until the next Annual Meeting of Shareholders or until their successors are duly elected or appointed in accordance with the articles of the corporation. Are there any further nominations? I have been advised by the scrutineer that the proxies deposited for the meeting have been positively voted for the election each of the directors, and I would ask someone to move the following resolution, which I will now read. Be it hereby resolved that the 5 persons nominated by management be elected as directors of the corporation to hold office until the close of the next Annual Meeting of Shareholders or until their successors are duly elected or appointed in accordance with the articles of the corporation. Mah?

I shall move.

May I have the motion seconded?

I second the motion.

As previously indicated, online participants are able to vote on the resolution at any time prior to the polls being closed. The next item of business is a resolution appointing KPMG LLP as auditors of the corporation for the ensuing year and authorizing the directors to fix their remuneration. Are there any questions from shareholders in regard to this resolution? I have been advised by the scrutineer that the proxies deposited for the meeting have been positively voted for the appointment of the auditor. And I would ask someone to move the following resolution, which I will now read. Be it hereby resolved that KPMG LLP be and they are hereby appointed as auditors of the corporation to hold office until the close of the next Annual Meeting of Shareholders or until their successors are appointed, that such remuneration as may be fixed by the directors and the directors be and they are hereby authorized to fix such remuneration. Which someone so move?

I shall move.

I second the motion.

Thank you. Online participants may vote on the motion at any time until the polls are closed. The next item of business is to approve a special resolution to affect the continuation of the corporation into the British Virgin Islands, where after the corporation will be subject to the BVI Business Companies Act as revised. As further described on Pages 11 to 30 of the management information circular for the meeting. According to the proposed special resolution, if the continuation resolution is approved, the corporation will proceed to apply to the [ registrar ] of companies of British Columbia for a Letter of Authorization to continue out of the province to apply to the Registery of Corporate Affairs of the British Virgin Islands to continue as a BVI company and upon completing the continuation to adopt the memorandum and Articles of Association, which are attached as Schedule B to the management information circular for the meeting. The continuation is subject to approval by the shareholders and acceptance by the TSX. No further action on the part of the shareholders will be required in order for the Board to implement the continuation once the resolution is approved. The continuation resolution requires the approval of not less than 2/3 of the votes cast by shareholders at the meeting. Are there any questions from shareholders in regard to this resolution? I have been advised by the scrutineer that the proxies deposited for the meeting have been overwhelmingly voted for the approval of the continuation. I would ask someone to move the following resolution, which I will now read. Be it hereby resolved as a special resolution that, Goldmoney Inc. applied to the registrar of companies of British Columbia under the Business Corporations Act for a Letter of Authorizations pursuant to Section 3085 of the BC BCA applied to the Registrar of Corporate Affairs of the British Virgin Islands to continue as a BVI company pursuant to Part 10, continuation of the BVI Business Companies Act, in accordance with the continuation of application in the form attached to Schedule B to the information circular prepared in connection with the meeting at which this resolution was passed and such continuation application is hereby approved. And to deliver a copy of the Certificate of Continuation issued by the BVI registrar to the BC registrar and request that the BC registrar published in the prescribed matter notice corporation has been continued into BVI pursuant to Section 3112 of the BC/BCA. Two, subject to the issuance of such Certificate of Continuation and without affecting the validity of the corporation and the existence of the corporation who are under its existing notice of articles and any act done thereunder, effective upon issuance of Certificate of Continuation the corporation adopt the Memorandum of Association set forth in the continuation application and the Articles of Association attached to circular prepared in connection with the meeting at which this resolution was passed, in substitution for the corporation's existing notice of articles [ and articles ] and such memorandum of association and articles of Association are hereby approved and adopted. Number three, notwithstanding that this special resolution has been duly passed by the shareholders of the corporation. The directors of the corporation are hereby authorized at their discretion to determine at any time to proceed or not to proceed with the continuation and to abandon this resolution at any time prior to the implementation of the continuation without further approval of the shareholders. And in such case, this resolution approving the continuation shall be deemed to have been rescinded. And four, any one director of certain corporation is hereby authorized and empowered acting for in the name of and on behalf of incorporation to execute or to cause to be executed under the seal of the corporation or otherwise and to deliver and file or to cause to be delivered and filed the continuation of application and such other documents and instruments and to do or to cause to be done, such other acts and things as in the opinion of such director or officer of the corporation may be necessary or desirable in order to carry out the intent of this resolution including for greater certainty engaging the Maples Group as agent of the corporation to perform any act or do anything as may be necessary or desirable to carry out the intent of the resolution. Would someone so move?

I so move.

I second the motion.

Thank you. I would now call for a brief adjournment of the meeting in order to allow for TSX Trust to tally the votes received online. I would ask TSX Trust to close the polls in 1 minute's time and thereafter proceed to tally. I call the meeting to order. TSX Trust has reported the resolutions respecting the size of the Board, the election of Roy Sebag, James Turk, Mahendra Naik, Stefan Wieler and Andres Finkielsztain, and the appointment of the auditors have been carried by a majority of votes cast at the meeting. The resolution respecting the continuation has been carried by a majority of 2/3 of the votes cast at the meeting. If any shareholder is interested in the exact number of votes cast in favor or against the resolutions which have been voted on, particulars may be obtained on inquiry from the Corporate Secretary and will be published by the corporation following the meeting. Unless there is further business to come before the meeting, I would entertain a motion to terminate this meeting.

I so move that this meeting be terminated.

I second the motion.

I hereby declare the meeting terminated. The formal business of the meeting has now been concluded. Thank you all very much for attending. We'd be happy now to respond to any questions from our shareholders and proxy holders. Since there are no questions, I would now like to thank everyone again for participating, and you may now disconnect.

Thank you all for joining today's meeting. You may now disconnect.