Hemostemix Inc. (HEM) Earnings Call Transcript & Summary

Welcome to the Annual General and Special Meeting of the Shareholders of Hemostemix Inc. My name is Thomas Smeenk. I'm the President and CEO, and I will -- I am pleased to act as Chairman of the meeting today. Thank you for recording your votes by the online proxy voting system. As this meeting is only being held via Zoom, as there's no ability of the scrutineer to properly conduct a vote from the floor, tabulate and verify the results, all voting is conducted by proxy and will be recorded according to the votes that were registered by Computershare. The meeting will now come to order, and if there are no objections, I request Loran Swanberg to act as Secretary of the meeting; and Pauline Osayande of Computershare Trust Company to act as scrutineer for the meeting. I will now request the Secretary to confirm proof of mailing of the notice of meeting, formal pharma proxy and Management Information Circular that was sent to the registered shareholders of the corporation.

Yes. Mr. Chairman, proof of mailing has been duly filed, and I recommend that copies of the notice of meeting and proof of mailing be kept with the record of this meeting.

Thank you. The Secretary has noted that a proof of mailing has been duly confirmed and filed, and I direct that copies of the notice of meeting and proof of mailing be kept with the records of the meeting. The scrutineer's report has now been received, and it shows that there are present at the meeting, 35 shareholders, holding or represented in person and by proxy approximately 22,465,770 common shares or 27.70% of the issued and outstanding common shares. I direct that a copy of the scrutineer's report be kept with the records of this meeting, and I confirm that a quorum has been established for the meeting. I now declare that the meeting is regularly called and properly constituted for the transactions of business. If you could please mute yourself, that would be appreciated. Pauline, Linda Bergeson has just joined. Hello, Linda. And Christina Wu, the CFO, has just joined. Hi, Christina. The audited consolidated financial statements for the year ended December 31, 2022 and the report of the auditors thereon were mailed to shareholders with the Management Information Circular for the meeting and can be accessed on the corporation's SEDAR corporate website at www.sedar.com. I would now propose that we dispense with reading the financial statements and auditor's report. And I now ask if there are any questions concerning the financial statements to be asked. Accordingly, I confirm that the audited consolidated financial statements of the corporation for the year ended December 31, 2022, the auditor's report thereon and the related management's discussion and analysis shall be included as part of the formal record of this meeting. The second item of business for this meeting is to fix the size of the Board of Directors to have 4 members for the upcoming year. Management Information Circular indicated that it proposed that the Board of Directors will be fixed to 4 members. Can I please have a motion to fix the size of the Board of Directors at 4 members?

I move the Board of Directors of the corporation be [ fixed to ] 4 members.

I, David Reese, second the motion.

Thank you. As noted by the shares voted on this matter, 22,219,892 shares, representing 99.1% of the votes cast, voted in favor of this resolution. The motion is carried. It is now in order to proceed with the election of directors of the corporation. In the Management Information Circular, it was proposed that 4 individuals will be nominated for election to the Board. May I have the nominations, please?

I, David Reese, nominate Mr. Peter Lacey, Mr. Thomas Smeenk, Dr. Ronnie Hershman and Mr. Loran Swanberg as directors.

As there were no further notification of nominees recorded in advance of the meeting according to the bylaws of the corporation, there are no further nominations. I now declare nominations closed. As there are majority of shares being at least 96.13% voted in favor of Dr. Hershman, Mr. Swanberg, Mr. Smeenk and Mr. Lacey, I hereby declare those nominated elected to the Board of Directors of the corporation to hold office until the next annual election of Directors, unless their office is earlier vacated or their successors are appointed in accordance with the articles of the corporation. The fourth item of business is the appointment of auditors. Could we please have a motion with regard to the appointment of the auditors until the next annual meeting? And could this motion provide that the auditor remuneration be fixed by the Board of Directors?

I, David Reese, move that the MNP LLP chartered accountants be appointed as the auditors of the corporation until the next annual meeting or until a successor is appointed and that the remuneration be fixed by the Board of Directors.

I, Loran Swanberg, second the motion.

Thank you. As the majority of shares, 98.96%, were voted in favor, the motion is carried. The final item of business is the approval of the corporation's amended 10% rolling stock option plan. The full text of the resolution approving the amended stock option plan is set out in the Information Circular. I will now ask for a resolution approving the amended stock option plan.

I move that the ordinary resolution approving the amended stock option plan as set forth in the Information Circular be approved, ratified and confirmed.

And I, David Reese, second the motion.

Thank you. As the majority of shares, 95.65%, were voted in favor of the motion, the motion is carried. If there is no further business to be brought before the meeting, I request a motion to terminate the meeting.

I, David Reese , move that the meeting be terminated.

I, Loran Swanberg, second the motion.

Thank you. As those in favor, please signify by saying, aye; contrary, if any, please say nay. Aye.

Aye.

Aye.

I declare the motion carried, and I declare the meeting terminated. Thank you very much. That concludes the formal Annual General Meeting, and thank you very much for attending. Wish everyone a wonderful Friday afternoon, and look forward to speaking with you individually. If you would like to speak with management, my contact information is e-mail, [email protected]. My cell number is 1-905-580-4170. Thank you very much. Have a great afternoon.

Thank you, everyone.

Bye now.

Thank you.