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

Hello. This meeting will now come to order. My name is Philip Renaud, 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 the Secretary of the meeting. I appoint Odette Bustin of the TSX Trust Company as scrutineer. The notice calling this meeting of shareholders was mailed to all shareholders of record on April 18, 2023. The secretary will annex the declaration as to such mailing to the minutes of the meeting. Will the Scrutineer please submit the report on attendance? The scrutineer's report is as follows -- sorry, I got to open this. We hereby just submitted the report. We are pleased to report that there are 22 shareholders holding 70,923,872 common shares represented in person or by proxy at this meeting. This represents 56.82% of 124,830,202 issued and outstanding common shares. The notice has been mailed in accordance with the bylaws and acceptance. And the quorum being present, I declare that this meeting is duly constituted for the transaction of business and financial statements. The first item of the business is to review and discuss the audited financial statements of the corporation for the year ending -- ended December 31, 2022, 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 are excerpts of the independent auditor's report from MNP LLP dated April 19, 2023, to the shareholders of Kane Biotech Inc. We have audited the consolidated financial statements of Kane Biotech Inc., which comprise the consolidated statements of financial position as at December 31, 2022 and December 31, 2021, and the consolidated statement of loss and other comprehensive loss, changes in deficit and cash flows for the years then ended and the notes of the financial statements, including a summary of significant audit account 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, 2022 and December 31, 2021, 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 generally -- Canadian generally accepted auditing standards. We are independent of the company in accordance with the ethical requirements that are relevant to our audits of the 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.

Thank you, Ray. So we'll go to motion #1, election of directors. The next item of business 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 3. The meeting is now open for nominations. I nominate the following directors: Marc Edwards, Georges Morin, Philip Renaud. Are there any other -- 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?

I second that motion.

You have heard the motion by Marc Edwards and second by Ray, Ray Dupuis. All those in favor, please signify by raising your right hand or saying so aye. [Voting]

Any contrary? Carried. I now declare Marc Edwards, Georges Morin, Philip Renaud, elected Directors of the Corporation to hold office until they resign or until their successors are duly elected or appointed. The motion [ in order ] is now in the order to appoint the auditors of the corporation.

Be 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 the successors are duly appointed and the Board of Directors be authorized to fix the auditor's remuneration.

Do I have a seconder for that nomination -- in that motion?

I second this motion.

Thank you, Ray. You have heard the motion by Marc Edwards and second by Ray Dupuis. All those in favor, please signify in the usual manner. [Voting]

Any contrary? Carried. I declare MNP LLP appointed as the auditors of the corporation. The Board of Directors approved the second amended and restated performance of the restricted share unit plan, the Amended and Restated PRSU Plan, on April 14, 2023, subject to the approval by the TSX Venture Exchange and the shareholders of the corporation. The exchange gave us conditional approval for the Amended and Restated PRSU Plan on April 19, 2023. Under the existing amended and restated performance and restricted share unit plan that it may be reserved for the issuance pursuant to awards granted under the PRSU Plan shall not be -- should not exceed 21,817,738 common shares. The Amended and Restated PRSU Plan amends the existing PRSU Plan by increasing the limit from 21,817,738 common shares, representing 19% of the total common shares issued and outstanding as of the date of the corporation's last Annual General Meeting to 19% of the total common shares issued and outstanding as of the date of this meeting.