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

Welcome to the Annual General Meeting of Shareholders of iAnthus Capital Holdings, Inc. Please note 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'd like to welcome you to the meeting. Further information about our -- 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 a duly appointed proxy holder using the virtual meeting platform's instant messaging service available on your screen. A reminder that only registered shareholders or duly appointed proxy holders are able to ask questions during this meeting. Questions will generally appear shortly after they are submitted, but will only be addressed during the question period at the end of the meeting, provided that the 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 Meeting of the company's shareholders. In the event I am disconnected from the meeting as a result of a technical issue, 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 meetings are set out in detail in the management information circular dated May 21, 2025. Copies of the management information circular were made available to shareholders on May 30, 2025, 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, 2025. 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 1 person who is or who is represented by proxy, 1 or more of shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted on at the meeting is present. This meets the quorum requirements in the company's articles, and as such, we are permitted to proceed with the meeting. A copy of the final report on attendance will be filed with the records of this 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 the Voting button to access the 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 seconder, but this is in no way intended to inhibit any questions or discussions with respect to the motions. I now declare that this meeting was properly called and 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, 2024, as well as the auditor's report thereon. These financial statements and the auditor's report were made available on the SEDAR+ website and on the EDGAR website under the company's profile and on the company's website on March 24, 2025. Unless there is an 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 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 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 recommended for election as directors. As outlined in the circular, the following directors have been nominated to hold office until the close of the next annual meeting of the shareholders or until his or her successor is duly 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 via British Columbia. Given that no nominations were received in accordance with the advanced notice provisions contained in the company's articles, I declare that the nominations are closed. I move to nominate the directors. Formal discussion, if any, will take place once all items of business and 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 the remuneration. As there is no additional discussion, the items of business of this 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 vote For or Withhold in respect of each director nominee and the appointment of PKF O'Connor Davies, LLP as auditor of the company. After 1 minute, the voting page will disappear and your electronic ballot will be automatically submitted. The time is now 09:10 Pacific Time, 12:10 Eastern Time, 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: 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. Two, PKF O'Connor Davies, LLP is hereby appointed as 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 the remuneration. We will receive the final report on ballot shortly after the meeting, and voting results will be filed on SEDAR today. Is there any other formal business that needs to be brought before this meeting? As there's no further business to be brought before this meeting, I move that the formal portion of today's meeting be concluded. I declare the formal portion of this meeting now closed. I'd now like to call upon Justin Vu, the company's 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 efforts 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 phone number with your question. Taisa, could you please read any comments or questions that need to be addressed?

There are no comments or questions to be addressed. So thank you all for joining the meeting today. The webcast will now...

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