iAnthus Capital Holdings, Inc. (IAN) Earnings Call Transcript & Summary

Welcome to the Annual General and Special Meeting of the Shareholders of iAnthus Capital Holdings, Inc. Please note that the meeting is being recorded. I would like to introduce Richard Proud, Chief Executive Officer and Director of the company, who has been asked by the Board of Directors to Chair this meeting. Mr. Proud, the floor is yours.

Good afternoon. Pursuant to the company's articles, I will chair today's meeting. On behalf of our management and directors, I would like to welcome you to the meeting. With that, I would like to welcome the executive officers and directors of the company who are here with us online today. Further information about each of our directors and our named executive officers is available in the Management Information Circular. In terms of our agenda, I will formally call this meeting to order shortly and address certain preliminary matters. The formal items of business will be moved, voted on, and the preliminary results will be announced. During the formal business portion of the meeting, please note that only registered shareholders or their duly appointed proxy holders are permitted to vote or otherwise participate in the meeting. Following the formal part of the meeting, myself and Justin Vu will be available to take your questions. As this meeting is being held virtually via live webcast, we think it is necessary to set out a few rules for the orderly conduct of the meeting. Questions in respect of a motion can be submitted by a registered shareholder or duly appointed proxy holder using the virtual meeting platform instant messaging service available on your screen. A reminder that only registered shareholders or duly appointed proxy holders are able to ask questions during the meeting. Questions will generally appear shortly after they are submitted, but will only address during the question period at the end of the meeting, provided that questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting. For the purpose of today's meeting, voting on all matters will be conducted by a single electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item. You can use the electronic ballot feature available on your screen. The electronic ballot will be open for all resolutions at the same time. This will allow you to choose to vote on each resolution immediately or throughout the meeting. If you have already voted by proxy, you do not need to vote again during the meeting as your vote has been recorded and will be counted by the scrutineer. Registered shareholders who have already submitted a valid proxy and vote again by electronic ballot at the meeting will, in doing so, be revoking any previously submitted proxies as only the electronic ballot submitted at the meeting will be counted. If we encounter any technical difficulties with the webcast, please remain logged on, and we will resume as soon as possible. Finally, I would like to remind everyone that today's meeting may include forward-looking statements. These statements are given as of today's date and involve certain risks and uncertainties discussed in our public filings that are available on SEDAR and EDGAR. A number of factors and assumptions were applied in the formulation of such statements, and actual results could differ materially. For additional information with respect to forward-looking statements, factors and assumptions, we direct you to our public filings, including the most recently filed annual report on Form 10-K. We will now proceed with the formal portion of today's meeting. I now call to order the Annual General and Special Meeting of the company's shareholders. In the event I am disconnected from the meeting as a result of technical issues, Justin Vu will assume the role of Chair of the meeting. With the consent of the meeting, I appoint Andrew Ryan to act as Secretary of the meeting. Taisa Morsky of Stikeman Elliott LLP will act as moderator of the meeting. In addition, and with the consent of the meeting, I appoint Computershare Investor Services Inc. through its representatives to act as scrutineer. The scrutineer will report on the number of common shares represented directly and by proxy at this meeting, tabulate the votes and report the results. The purpose of today's meeting are set out in detail in the Management Information Circular dated May 22, 2024. Copies of the Management Information Circular were made available to shareholders on May 30, 2024, together with the notice of the meeting and the form of proxy. Accordingly, unless there is any objection, I will dispense with the reading of the notice of the meeting. I have received a declaration prepared by our transfer agent, Computershare Investor Services, Inc., indicating that either a notice of this meeting and the accompanying proxy materials was duly mailed to shareholders of record as of May 30, 2024. I direct that a copy of the notices and Management Information Circular and the Declaration of Mailing be kept by the secretary with the records of the meeting. The preliminary scrutineers' report indicates that at least one person who is or who is represented by proxy, one or more shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the meeting is present. This meets the quorum requirements in the company's articles. And as such, we are committed to these in meetings. A copy of the final report on attendance will be filed with the records of the meeting. As previously indicated, voting at today's meeting is being conducted by a single electronic ballot. Voting will close approximately 1 minute following the conclusion of the formal business of the meeting. Once voting closes, the scrutineers will tabulate the results of the vote for each matter. If you are a registered shareholder or duly appointed proxy holder, the online ballot will now be available on your screen. As a reminder, if you have already voted by proxy, you do not need to vote again during the meeting as your vote has been recorded. I now declare the ballot open on all resolutions. If you are a registered shareholder or a duly appointed proxy holder, you will now be able to click voting button, access online ballot on your screen. Under the company's articles, the Chair of the meeting can propose motions and no motion proposed at a meeting of shareholders is required to be seconded. In order to expedite the meeting, I will propose certain motions and will not call for a second. But this is in no way intended to inhibit questions or discussions with respect to the motion. I now declare that this meeting was properly called, duly constituted for the transaction of business. The first item of business is the presentation of the company's audited annual financial statements for the fiscal year ended December 31, 2023, as well as the auditor's report thereon. These financial statements and the auditor's reports were made available on the SEDAR website and the EDGAR website under the company's profile and on the company's website on March 28, 2024. Unless there is objection, I will dispense with the reading of the auditor's report. We will entertain any questions with respect to the financial statements in the general question period. We now move on to the next item on today's agenda. The next matter to be acted upon is the election of 5 individuals to the Board of Directors. The term of office of the directors is from the end of the meeting today until the next Annual Meeting of Shareholders or until such time as their successors have been duly elected or appointed. The circular contains information on each of the 5 nominees were recommended for election as director. As outlined in the circular, the following directors have each been nominated to hold office until the close of the next annual meeting of the shareholders or until his or her successor is duly elected or appointed. They are Scott Cohen, Michelle Mathews-Spradlin, Kenneth W. Gilbert, Alexander Shoghi and Richard Proud. Each of the persons nominated has confirmed that he or she is prepared to serve as a director. Each of them qualifies as a director under the provisions of the Business Corporations Act, British Columbia. Given that no nominations were received in accordance with the advanced notice provisions contained in the company's articles, I declare the nominations to be closed. I move to nominate the directors. Formal discussion, if any, can take place once all items of business in the management information circular have been moved. We will now move on to the next item of business. The next item of business is the appointment of the auditors of the company for the ensuing year and to authorize the directors of the company to fix the remuneration of the auditors. The Audit Committee of the Board and the Board have approved, subject to shareholder confirmation, the appointment of PKF O'Connor Davies LLP as the auditors of the company. I move that PKF O'Connor Davies LLP be appointed auditors of the company until the next Annual Meeting of Shareholders and that the directors be authorized to fix their remuneration. The next item of business is to consider, and if deemed appropriate, approve, ratify and confirm the amended and Restated Omnibus Incentive Plan of the company. In accordance with the requirements of the CSE as further described in the company's Management Information Circular dated May 22, 2024. Unless there are objections, I will dispense with the reading of the resolution. I move that the Omnibus Incentive Plan resolution be approved. Is there any discussion on the motion that have been presented? As there is no discussion, the items of business of the meeting are now closed. For those of you who have not voted on all of the resolutions, please do so now as I will close the ballot shortly. As a reminder, if you have already voted by proxy, you do not need to vote again during the meeting as your vote has been recorded. If you have not voted, you can register your votes now by clicking on the voting icon on the left side of your screen and selecting a for, or withhold, in respect of each director nominee; the appointment of PKF O'Connor Davies LLP as the auditor of the company; and the approval of the Omnibus Incentive Plan. After 1 minute, the voting page will disappear and your electronic ballot will automatically be submitted. The time is now 9:11 and the ballots will close on all resolutions in 1 minute. [Voting]

Voting is now closed. Based on the number of votes received by proxy as reflected in the preliminary scrutineers' report, I declare the following: number one, each of the 5 nominees have been elected as directors of the company to serve until the next Annual Meeting of Shareholders or until his or her successor is elected or appointed; number two, PKF O'Connor Davies LLP is hereby appointed as the auditor of the company to serve until the next Annual Meeting of Shareholders or until a successor auditor is elected or appointed and the Board of Directors is authorized to fix their remuneration; three, the resolution authorizing approving, ratifying and confirming the amended and restated Omnibus Incentive Plan of the company is approved. We will receive the final report on ballot shortly after the meeting, and final voting results will be filed with SEDAR today. Is there any other formal business to be brought before this meeting? As there is no further business to be brought before the meeting, I move that the formal portion of today's meeting be concluded. I declare the formal portion of the meeting now closed. I would now like to call upon Justin Vu, the company's interim Chief Financial Officer, to join me for a Q&A session. Registered shareholders and duly appointed proxy holders of record can submit questions during the Q&A session via the messaging platform on your screen. If you submit a question, such question and your legal name will be read aloud before being addressed. We will attempt to address all questions. However, if we are unable to address any questions due to time constraints, we will make our best effort to address such questions directly with you following the meeting. If you wish that your questions be addressed after the meeting, kindly include an e-mail or a phone number with your question. Taisa, please read any comments or questions to be addressed.

There are no comments or questions that have been submitted to be addressed. Thank you all very much for joining the meeting today. The webcast will now end.

Thank you, again, everyone, for joining the Annual General and Special Meeting of iAnthus Capital Holdings, Inc. The meeting is now terminated, and you may now disconnect.