iFabric Corp. (IFA) Earnings Call Transcript & Summary

All right. Ladies and gentlemen, please allow me to introduce myself. I'm Hylton Karon, the President and Chief Executive Officer of the Corporation. I'll be acting as the Chairman of this meeting. With me here today is Hilton Price, the Chief Financial Officer of the Corporation; as well as our Board Chairman, Mark Cochran; and Board members, Cameron Groome, Giancarlo Beevis and Richard Macary. It is now 10:01 a.m., and I'll ask that the Annual General Meeting of the Shareholders come to order. I'd like to remind all those present that this is a meeting of shareholders of the corporation, and that, although others are present, and we are pleased to welcome at the meeting, only shareholders or their proxies are entitled to participate in the business of the meeting. In accordance with the bylaws of the corporation, I will act as the Chairman of the meeting, and Hilton Price will act as Secretary and Scrutineer of the meeting. In view of the need to attend to a number of formal matters, certain shareholders have volunteered to move and second resolutions, where required. While this procedure will facilitate the handling of formal matters, any shareholder or proxy holder may speak on a matter when that matter is before the meeting. When I recognize you, please give your name and state whether you are a shareholder or a proxy holder. The last minutes of the Annual Meeting of Shareholders held on March 31, 2022, are here. Normally, they would be available for inspection at the meeting. However, as this is not possible, I would be happy to have Hilton Price e-mail this to any shareholder who may require. Please provide your e-mail address to him at the conclusion of the meeting. I'm also tabling a copy of the audited financial statements for the fiscal year ending September 30, 2022. These are available on SEDAR at www.sedar.com or on iFabric's website. Should you wish to receive an e-mail copy of these, please provide your e-mail address to Hilton Price at the conclusion of the meeting. Please note that after the formal portion of this meeting, there will be an opportunity to ask questions. Accordingly, during the formal portion of this meeting, I would ask you to limit your questions and discussions to those matters directly relating to the specific matter being considered. Notice of Proxy materials for the meeting were duly mailed to shareholders, and I have proof of the mailing. Would the Secretary please report whether there is a quorum present.

Mr. Chairman, according to the bylaws of the corporation, a quorum for any meeting of shareholders is 1 shareholder or duly appointed proxy holder being personally present and holding or representing by proxy not less than 5% of the issued shares of the corporation. Prior to the meeting, proxies were received from the holders of more than 20 million common shares or approximately 67% of all shares entitled to be voted. A copy of the final report of the scrutineer will be annexed to the minutes of the meeting. Accordingly, I confirm that there is a quorum present.

I'm advised that there is a quorum present, and I therefore declare this meeting to be regularly called and properly constituted for the transactions of business. The first item of business for which this meeting has been called is to set the number of directors for election at this meeting. The Board has determined that the number of directors required to administer the corporation until the next meeting of shareholders held for the purpose of electing directors, or until their successors are elected or appointed, will be set at 6. Therefore, shareholders are asked to approve an ordinary resolution that the number of directors elected to the Board are fixed at 6. In order to be approved, the resolution must be passed by a simple majority of the votes cast hereon. May I have a motion for the approval of this resolution?

Mr. Chairman, I hereby move that the number of directors to be elected at this meeting be set at 6.

I second that motion.

Is there any discussion? Meeting will now vote on the motion based on the proxies received in favor of management. If a ballot vote were conducted on this matter, more than 99% of the votes eligible to be cast at this meeting would be voted in favor of setting the number of directors to be elected at 6. Therefore, I propose to take the vote by way of a show of hands, or if you are attending the meeting virtually, by confirming with a yay or nay. Will those in favor of the person please signify?

Yay.

Yay.

Yay.

Those opposed? The motion is carried. I declare that the number of directors to be elected to be set at 6 in accordance with the motion. The next item of business for which this meeting was called is the election of 6 directors to hold office until the next Annual Meeting of shareholders of the corporation or until their successors are duly elected or appointed. The Management Information Circular states there are 6 candidates proposed by management. The Secretary will now read their names.

Hylton Karon, Hilton Price, Giancarlo Beevis, Cameron Groome, Mark Cochran, Richard Macary.

May I have a motion?

I nominate the 6 persons whose names have been read to this meeting by the Secretary for election as directors of the corporation to serve until the Annual Meeting of Shareholders to be held in 2024 or until his or her successor is duly elected or appointed or he otherwise ceases to hold office.

Does any shareholder or proxy holder wish to make any further nominations? Since there are no further nominations, I declare the nominations closed. 6 persons have been nominated as directors, and there are 6 directors to be elected. Accordingly, I propose, with the consent of the meeting, not to take a formal vote on the election of the directors. I therefore declare that the 6 nominees, whose names have been read by the Secretary, have been elected directors of the corporation to hold office until the close of the next Annual Meeting of Shareholders or until the successors are duly elected or he otherwise ceases to hold office. If any shareholder is interested in the exact number of votes cast in favor of or withheld in respect to a particular nominee, he or she may obtain particulars from the Secretary after the meeting. The next item of business to consider, and if so thought though appropriate, to approve a resolution appointing BDO Canada LLP Chartered Professional Accountants as auditors of the corporation. In order to be approved, the resolution must be passed by a majority of votes cast hereon. May I have a motion for the approval of the resolution?

Mr. Chairman, I hereby move that BDO Canada LLP Chartered Professional Accountants be appointed as auditors of the corporation at a remuneration to be fixed by the Board of Directors of the corporation.

I second that motion.

Is there any discussion? The meeting will now vote on the motion based on proxies received in favor of management. If a ballot were -- vote were conducted at this matter, more than 99% of the votes eligible to be cast at this meeting would be voted in favor of the appointment of BDO Canada LLP Chartered Professional Accountants as the corporation's auditors. Therefore, I propose to take a vote by way of a show of hands or, if you're attending the meeting virtually, by confirming a yay or nay. Will those in favor of the motion, please signify? [Voting]

Those opposed? [Voting]

The motion is carried. I declare BDO Canada LLP Chartered Professional Accountants have been appointed auditors of the corporation in accordance with the motion. Is there any other business to come before the meeting? As there is no further business, I declare the formal portion of this meeting terminated. I'm now going to turn the floor over to any shareholder who wishes to inquire anything of the Board, and we will do our best to respond. Okay. I don't see any questions. Hilton, is anything being typed into you?

I'm not seeing anything.

Okay. There are some -- I'm not going to read the names, but there are some shareholders on the screen who I have spoken to on a one-on-one basis, and I will invite anyone to reach out to me on a one-on-one basis at any time. I'm available to discuss what I'm able to discuss. So please feel free to contact me at any given time. That goes for Hilton Price as well and I would imagine any other Board member should you wish to reach out to somebody else. So at this point in time, I'm going to say thank you, everyone. And I'm going to call this meeting closed, and thank you very much.

Thank you.

Thanks, everyone.

Thanks. Thank you, everybody.

All right. Bye.

Okay. Take care. Bye.

Bye.

Appreciate it.

Thanks.

Bye-bye.