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 Mr. Roy Sebag, moderator of today's meeting. Mr. Sebag, please go ahead.

On behalf of the corporation, I would like to welcome you to the 2025 Annual General and Special Meeting of Shareholders of Goldmoney Inc. We have five items of business to conduct today. Item number 1, to place the corporation's audited financial statements for the year ended March 31, 2025 and 2024, together with the auditor's report thereon before the meeting. Item number 2, to elect the directors of the corporation. Item number 3 to appoint BDO Canada LLP as the auditors of the corporation for the ensuing year and to authorize the directors to fix their remuneration. Item number 4, to consider and if thought advisable, pass with or without variation, a resolution of members approving the unallocated entitlements under the corporation's Stock Option and RSU plans for the ensuing 3 years. And five, 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 opened 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 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 you may -- 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 the meeting. 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, Communications with Beneficial Owners of Securities of 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 been provided by TSX Trust to the 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 54 shareholders represented by proxy holding 7,699,774 shares and representing 60.72% 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 constating documents. I now declare that the meeting is regularly called and properly constituted for the transaction of business. I direct the scrutineer's complete report on attendance be annexed to 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 we 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 18, 2025. I now instruct TSX Trust to open the polls, which will 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 upon the termination of the meeting. The financial statements of the corporation as at March 31, 2025, and 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 not proposed to ask the shareholders to approve the financial statements. 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 five. 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 five. 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. I have been advised by the scrutineer that the proxies pause for the meeting have been positively voted for the election of 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 five persons nominated by management be elected as director 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.

This is James Turk and I so move.

Thank you. May I have the motion seconded?

Yes, it's Mahendra Naik. I second the motion. Thank you.

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 BDO Canada 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 BDO Canada 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 at such remuneration as may be fixed by the directors and the directors be and they are hereby authorized to fix such remuneration. Would someone so move?

I so move.

Mahendra Naik, I second the motion. Thank you.

Thank you. Online participants may vote on the motion any time until the polls are closed. The next item of business is to approve a resolution of members approving the unallocated entitlements under the corporation's Stock Option and RSU plans for the ensuing 3 years. Are there any questions from shareholders in regard to this resolution? I've been advised by the scrutineer that the proxies deposited for the meeting have been positively voted for the approval of the unallocated entitlements under the corporation's Stock Option and RSU plan for the ensuing 3 years, I would ask someone to move the following resolution, which will now read. Be it hereby result that all unallocated stock options, rights and other entitlements under the corporation's option plan and RSU plan as described in the management information circular dated August 18, 2025, been are hereby approved and the corporation has the ability to continue granting options, rights and other entitlements under the RSU plan until August 28, 2028 and under the option plan until August 7, 2028. Would someone so move?

I so move.

Mahendra Naik, I so move and second the motion. Thank you.

Thank you. Polls are now closed. Based on the preliminary ballot tabulation, TSX Trust has reported that the resolutions respecting the election of Roy Sebag, James Turk, Mahendra Naik, Stefan Wieler and Andres Finkielsztain, the appointment of the auditors and the approval of the unallocated entitlements have been carried by a majority of 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 move that this meeting be terminated.

I so move and second the motion. Thank you very much, Roy and the team.

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. There being no further questions, I would now like to thank everyone again for participating, and you may now disconnect.

Thank you for joining. You may now disconnect.