Invesque Inc. (IVQ) Earnings Call Transcript & Summary

Good morning. My name is Sylvie, and I will be your conference operator today. At this time, I would like to welcome everyone to Invesque's Special Meeting for common shareholders. [Operator Instructions] And now, I would like to turn the call over to Mr. Adlai Chester. Please go ahead, sir.

Good morning, ladies and gentlemen, and welcome to the special meeting of holders of common shares of Invesque Inc. My name is Adlai Chester, and I'm the Chief Executive Officer of Invesque. I am pleased to preside over this meeting today as Chairman. The purpose of this meeting is for shareholders to vote on a proposed resolution to approve a preferred share exchange and the issuance of additional common shares pursuant to an exchange of a portion of the company's outstanding convertible debentures. As set forth in the management information circular delivered to shareholders in connection with this meeting, under the preferred share exchange, if approved, certain funds managed by Magnetar Financial LLC, will exchange all of their Class A convertible preferred shares of the company for 716,875,000 common shares of the company. Under the debenture exchange, if approved, the holders of the company's 7% convertible unsecured subordinated debentures and the holders of the company's 8.75% convertible unsecured subordinated debentures will exchange their debentures plus interest accrued and unpaid their own for a pro rata interest in an aggregate principal amount of $27.3 million, of new unsecured subordinated debentures and 140,516,942 common shares of the company. On behalf of the Board, I would like to thank those shareholders who have submitted their proxies in advance. Today's meeting is also being made available by way of teleconference call and webcast. Shareholders will not be able to vote, ask questions or otherwise participate in the meaning via the teleconference call on the webcast. Shareholders who are not in attendance in person have the opportunity to vote by proxy and to submit questions in advance of the meeting. Appropriate questions will be answered following the formal part of the meeting, if any. With the permission of the meeting, I would now like to begin with the formal matters to be dealt with at this meeting. With the consent of the meeting, I will ask Julie Michael to act as Secretary of the meeting and Louise Waltenbury of Computershare to act as scrutineer. I have been advised that on November 1, 2024, the notice calling the meeting together with the form of proxy and the management information circular were mailed to each shareholder of record as of October 25, 2024, the record date for this meeting. We have received an affidavit of mailing from our transfer agent, and I ask that the secretary to keep a copy of it with the minutes. I have been provided with a preliminary scrutineer's report indicating that at least 1 shareholder holding in aggregate at least 10% of the issued common shares to be voted at the meeting is present in person or represented by proxy, meaning a quorum is present. As such, I declare that this meeting has been duly convened and constituted. When the formal report of scrutineer's is available, it will be kept with the minutes of the meeting. In order to make the best use of our time today, certain individuals have been asked to move and second various motions. We will now proceed to the formal item of business for the meeting. The purpose of this meeting is to consider and as deemed appropriate, to adopt with or without amendment, a resolution in the form attached as Appendix A to the management information circular dated October 28, 2024, that was mailed to shareholders in connection with this meeting, approving the preferred share exchange and the issuance of additional common shares pursuant to the exchange of the company's convertible unsecured subordinated debentures, all as more particularly described in the management information circular. Approval of the resolution requires the affirmative vote of holders of not less than a simple majority of disinterested shareholders present or represented by proxy at the meeting. I would ask Quinn Haselhorst to move and Trent Gerbers to second a formal motion for the approval of the resolution.

I move that the resolution as set forth in Appendix A to the management information circular be approved.

I second the motion.

A motion has been made and seconded to approve the resolution. It is now in order to vote on the motion. As permitted pursuant to Invesque articles, the vote will be taken by full, and I now direct that a ballot be conducted. Each shareholder proxy nominee present here today received a ballot upon signing in. The ballot can now be completed by recording your vote in respect of the resolution by indicating the space provided whether your vote is in favor of or against the resolution. If there is any shareholder proxy nominee present who has not received a ballot, please indicate by raising your hand, and we will distribute a ballot. The meeting will recess for a few moments. [Voting]