GURU Organic Energy Corp. (GURU) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to the Annual and Special Meeting of GURU Organic Energy Corp. Please note the meeting will be recorded. I would like to introduce Eric Graveline. Mr. Graveline, the floor is yours.

[Foreign Language] Today's meeting is being held in a virtual format for accessibility and efficiency. We will first go through the formal portion of the meeting, after which shareholders will have the opportunity to ask questions to GURU's management. I'm pleased to be joined by Carl Goyette, President and CEO; Ingy Sarraf, CFO and Corporate Secretary, who will present the formal portion of the meeting. [Foreign Language] Please note that this meeting is being held in both official languages, and questions may be asked in either language and will be answered accordingly. Before moving on to the formal part of the meeting, I'd like to take the opportunity to thank our employees, partners and shareholders for their continued support and dedication to GURU's mission. The past year has seen its share of challenges, but I believe the steps taken by the leadership team have made us a stronger, better-for-you brand, poised to capture a larger share of this evolving $20 billion market. So without further delay, I officially call this meeting to order. And I turn the floor over to Ingy to handle the formal proceedings. Ingy?

[Foreign Language] Good morning, ladies and gentlemen. We would like to remind shareholders that only registered shareholders and duly appointed proxy holders may vote or ask questions during the meeting. Once discussion on all items of business has concluded, we will take a short pause before declaring the voting closed on all resolutions. So please make sure you have voted ahead of this time. All votes will be conducted by poll using the online platform. Voting will be open for all motions simultaneously. You may vote on each motion immediately or wait until discussion concludes. To vote, please click the voting icon on the left side of the screen, then simply select your vote for each resolution. It's important to add that a vote cannot be canceled once submitted. If you have already voted by proxy, you do not need to vote again. If you choose to vote during the meeting, your new vote will override your proxy vote. Once the voting has opened, the resolutions and voting choices will be displayed. We now declare the polls open. We have received satisfactory proof that the notice of meeting was duly publicized and sent to shareholders in accordance with applicable regulations. Carl Goyette has been designated to act as proposer, and Eric Graveline will act as seconder. Please note that both Carl and Eric are shareholders of the company. [Foreign Language] Once the formal part of the meeting is terminated, we will proceed with the question-and-answer period. Any shareholder wishing to ask a question should, at the appropriate time during the question-and-answer period, submit their questions through the online platform in English or French. The formal business of today's meeting includes: one, the reception of the audited consolidated financial statements; two, the election of directors; three, the appointment of auditors; and four, the approval of an amendment to our Omnibus Incentive Plan and the ratification of conditional grants made under the plan. [Foreign Language]

My name is Carl Goyette, and I move that the following be nominated as directors of the company: myself, Carl Goyette; Eric Graveline; Anne-Marie LaBerge; Jeff Church; Joseph Zakher; Philippe Meunier; and Tyler Ricks. I now ask the motion to elect the directors.

My name is Eric Graveline, and I second the motion.

I confirm that to my knowledge, the company has received no written notice from a shareholder nominating another individual for election to the Board of Directors within the period prescribed by the bylaws. [Foreign Language] The next item on the agenda is the appointment of the auditors for the fiscal year ended October 31, 2025, and the authorization of the directors to determine their remuneration. I would ask a motion for the appointment of the auditors.

My name is Carl Goyette, and I move that KPMG, Chartered Professional Accountants, be appointed auditors of the company for the fiscal year ending on October 31, 2025, and that their remuneration be determined by the Board of Directors.

My name is Eric Graveline, and I second the motion.

The final item of business is the approval of amendment to our Omnibus Incentive Plan and the ratification of conditional grants made under the plan as further described in our management information circular available on SEDAR+. As a reminder, and as further described in our circular, in order to better retain and attract and incentivize skilled independent directors to join and remain on our Board, our Board approved a proposed amendment to increase the total number of common shares reserved and available for grant and issuance to directors who are not officers, employees or consultants under the Omnibus Incentive Plan together with other security-based compensation arrangement from 2% to 5%. This amendment is subject to shareholder approval under our plan and the rules of the TSX. In addition, on July 31, 2024, the Board granted a total of 500,000 stock options to 4 independent directors: Jeff Church; Anne-Marie LaBerge; Philippe Meunier; and Tyler Ricks. These options have an exercise price of $2, expire on July 31, 2034, and vest upon the achievement of specific sales targets set by the Board. As these grants resulted in the number of common shares allocated to directors exceeding the initial 2% limit, those grants are conditional and subject to ratification by shareholders under our plan and the rules of the TSX. I will now ask for a motion to approve the amendment of our Omnibus Incentive Plan and the ratification of the conditional grants.

My name is Carl Goyette, and I move for the resolution to approve the proposed amendments to the Omnibus Incentive Plan and the ratification of the conditional grants as outlined in the circular.

My name is Eric Graveline, and I second the motion.

As we have now covered all of the items of business of the formal portion of the meeting, we ask that all registered shareholders and proxy holders complete and submit their votes now if they have not already done so. I remind you that if you have already voted by proxy, it is not necessary to vote again. [Voting]

The voting period is now closed for all of the items of business on the meeting agenda. We will now take a short break to tabulate the votes. [Foreign Language] As there are no other matters to be presented before the meeting, I will now ask for a motion to close the formal portion of the proceedings.

My name is Carl Goyette, and I move that the meeting be closed.

And my name is Eric Graveline, and I second that motion.

I now declare the formal portion of the meeting terminated. Before moving to the question-and-answer period, I would like to remind everyone that only shareholders or proxy holders can ask questions and that the instructions for asking a question appear on your screen. I would like to remind everyone that today's management remarks may contain forward-looking statements about GURU's current and future plans, expectations and intentions, results, level of activity, performance, goals or achievements or other future events or developments, which could cause GURU's actual results to differ materially from those expressed, implied by the forward-looking statements. As a result, you are cautioned not to place undue reliance on them. In addition, please be aware that there may be references to certain financial measures that are not recognized under the International Financial Reporting Standards. Please refer to the non-GAAP financial measures section of our latest MD&A for the period ended October 31, 2024, for a reconciliation of these measures to IFRS measures and additional information. We will now proceed with the shareholder question-and-answer session. [Operator Instructions]. Please note that this meeting is being held in both official languages, and questions may be asked in either language and will be answered accordingly. [Foreign Language] [Operator Instructions] As there are no questions, this concludes our meeting today. [Foreign Language]

[Foreign Language] Thank you all for joining today's meeting. We appreciate your continued trust in GURU as we move forward in 2025. See you next year.

Ladies and gentlemen, thank you for attending today's meeting. You may now disconnect.