Kane Biotech Inc. (KNE) Earnings Call Transcript & Summary

Come to order. My name is Mark Nawacki, Chair of the corporation. This is the Annual and Special Meeting of the Shareholders of Kane Biotech, Inc. Pursuant to the bylaws of the corporation, I will act as Chair of the meeting, and Ray Dupuis will act as secretary of the meeting. I appoint Zabrina Evangelista of TSX Trust Company as scrutineer. Notice calling this meeting of shareholders was mailed to all the shareholders of record on April 19, 2022. The secretary will annex the declaration as to such mailing to the minutes of the meeting. The scrutineer has provided me with the report on attendance, and it is as follows. We are pleased to report that there are 16 shareholders holding 51,152,853 common shares represented in person or by proxy at this meeting. This represents 44.55%, up to 114,830,202 issued and outstanding common shares. I hereby adopt the scrutineer's report. Notice having been mailed in accordance with the bylaws and applicable policies and a quorum being present, I declare that this meeting is duly constituted for the transaction of business. The first item of business is to review and discuss the audited financial statements of the corporation for the year ended December 31, 2021, together with the auditor's report thereon, which have been approved by the Directors of the corporation. The secretary will please read the auditor's report.

The following excerpts are from the independent auditor's report provided by MNP LLP on March 23, 2022, to the shareholders of Kane Biotech Inc. We have audited the consolidated financial statements of Kane Biotech Inc. and its subsidiary, which comprise the consolidated statements of financial position as of December 31, 2021, and December 31, 2020, and the consolidated statements of loss and other comprehensive loss, changes in equity, deficit and cash flows for the years then ended and notes of the consolidated financial statements, including a summary of significant accounting policies. In our opinion, the accompanying consolidated financial statements present fairly in all material respects the consolidated financial position of the company as of December 31, 2021, and December 31, 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards. We conducted our audits in accordance with Canadian generally accepted auditing standards. We are independent to the company in accordance with the ethical requirements that are relevant to our audits of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Is there any discussion with respect to the financial statements? Hearing none, we'll proceed to the next item, which is the election of directors. The bylaws of the corporation provide that the number of directors shall be fixed by the directors of the corporation. The directors of the corporation have fixed the number of directors at six. The meeting is now open for nominations. I nominate the following as directors: Marc Edwards, Allan Mandelzys, Georges Morin, Mark Nawacki, Sarah Prichard and Philip Renaud. Are there any more nominations? If there are no further nominations, would someone move that the nominations be closed?

I move that the nominations be closed.

Do I have a seconder for that motion?

Yes, I second the nomination.

You have heard the motion by Paul Renaud and seconded by Marc Edwards. All those in favor, please signify by raising your right hand. [Voting]

Any contrary? [Voting]

Carried. I now declare Marc Edwards, Allan Mandelzys, Georges Morin, Mark Nawacki, Sarah Prichard and Philip Renaud elected directors of the corporation to hold office until they resign or until their successors are duly elected or appointed. It is now in order to appoint the auditors of the corporation. Be it resolved that MNP LLP Chartered Accountants of Winnipeg, Manitoba be appointed auditors of the corporation to hold office until the next annual meeting or until their successors are duly appointed and the Board of Directors be authorized to fix the auditor's remuneration. Do I have a seconder for that motion?

I second the motion.

You've heard the motion by myself and seconded by Marc Edwards. All those in favor, please signify in the usual manner. [Voting]

Any contrary? [Voting]

Carried. I declare MNP LLP appointed as auditors of the corporation. The Board of Directors approved the PRSU plan on April 11, 2022, subject to approval by the TSX Venture Exchange and the shareholders of the corporation. The TSX Venture Exchange, or the exchange, gave its conditional approval for the PRSU plan on April 13, 2022. Under the existing performance and restricted share unit plan, the existing PRSU plan, the number of common shares of the corporation, common shares that may be reserved for issuance pursuant to awards granted under the PRSU plan, shall not exceed 10% of the total common shares issued and outstanding as of the date of the meeting. The amended and restated PRSU plan amends the existing PRSU plan by increasing the limit from 10% to 19% of the total common shares issued and outstanding as of the date of the meeting. As of the date of the management information circular, the corporation has 114,830,202 common shares issued and outstanding. Accordingly, if the amended and restated PRSU plan is approved, there will be 21,817,738 common shares reserved for issuance pursuant to the PRSU plan. The amended and restated PRSU plan also amends the existing PRSU plan to bring the PRSU plan into compliance with policy 4.4 of the TSXV that was adopted by the TSXV on November 24, 2021.

I move that it be it resolved as an ordinary resolution of the shareholders of Kane Biotech, Inc., the corporation, that, number one, the corporation's amended and restated performance and restricted share plan, the amended and restated PRSU plan as described in the corporation's information circular dated April 19, 2022, included the reservation for issuance under the amended and restated PRSU plan at any time of 19% of the issued and outstanding common shares of the corporation as at the date of approval of the amended and restated PRSU plan by shareholders; b, and is hereby ratified, confirmed and approved, subject to the acceptance of the amended and restated PRSU plan by the TSX Venture Exchange, the exchange; the Board -- number two, the Board of Directors of the corporation be authorized in its absolute discretion to administer the amended and restated PRSU plan and amend or modify the amended and restated PRSU plan in accordance with its terms and conditions and with the policies of the exchange; and three, any one director or officer of the corporation be and is hereby authorized and directed to do all such acts and things and to execute and deliver under the corporate seal of the corporation or otherwise. All such deeds, documents, instruments and assurances as in his opinion may be necessary or desirable give effect to the foregoing resolutions including, without limitation, making any changes to the amended and restated PRSU plan required by the exchange or applicable securities, regulatory authorities and to complete all transactions in connection with the administration of the amended and restated PRSU plan.

Do I have a seconder for that motion?

I second that motion.