LifeSpeak Inc. (LSPK) Earnings Call Transcript & Summary

Welcome to the Special Meeting of Shareholders of LifeSpeak Inc. Please note the meeting is being recorded. I would like to introduce Nolan Bederman, Executive Chair of LifeSpeak Inc. Mr. Bederman, please go ahead.

Good morning. I would like to welcome you to the special meeting of holders of common shares of LifeSpeak Inc. I now call to order this meeting of the shareholders of the company. My name is Nolan Bederman, and I'm the Chief -- Executive Chair of LifeSpeak Inc. In accordance with the company's bylaws, I will chair today's meeting. It's my pleasure to welcome the shareholders, directors and officers of LifeSpeak Inc and guests present today. The persons entitled to attend and vote at this meeting are the holders of common shares of the company or their validly appointed proxy nominees as at the record date. The following LifeSpeak executives are also in attendance today: Michael Held, Chief Executive Officer; Jason Campana, Chief Operations Officer; Lee Dabberdt, Chief Financial Officer; and Anna Mittag, Chief Product Officer. As this meeting is being held virtually via live audiocast, we think it is necessary to set out a few rules for the orderly conduct of the meeting. For the purposes of this meeting, voting on all matters will be conducted by electronic ballot through the TSX Trust System. Only registered shareholders and validly appointed proxy nominees are able to vote by electronic ballot. Voting on each business item will open for all resolutions now and will close after the presentation of the last business item. Note that any votes cast by electronic ballot during the meeting will supersede any votes previously submitted by proxy. Therefore, the shareholders that have already voted by proxy and do not wish to change their vote do not need to vote on polls taken during the meeting. When you're asked to vote on the TSX Trust platform, please click on the Voting icon. You will only have a certain amount of time to vote when the polls are open. Once the electronic balloting closes, your votes will automatically be submitted. We will provide you with all voting results for all resolutions at the end of the meeting. For specific vote tabulations, please see LifeSpeak's report of voting results, which will be posted to LifeSpeak's SEDAR+ profile at sedarplus.ca shortly after the meeting. Questions or objections in respect of a motion can be submitted by any registered shareholder as applicable or any validly appointed proxy nominee by submitting the questions or objections on the TSX Trust platform. Please note that there may be a delay of approximately 15 seconds before the moderator will be able to see a submitted question. Therefore, at various intervals throughout the meeting, we will pause and provide you with 15 seconds to ask your questions using the messaging interface. If you feel 15 seconds is not enough time, please indicate that you have a question using the Ask a Question function. We will pause the meeting until you've had an opportunity to submit your question. Although questions can be submitted throughout the meeting, they will be addressed at the appropriate time during the meeting. Please limit your questions to topics relating to today's subject matter and keep your questions short and to the point. For each question we answer, we will read the question and provide an oral response. Any questions which were already answered or that are redundant or repetitive will not be answered. For the sake of expediency, the company has arranged for certain shareholders, namely Jason Campana and Anna Mittag to move and second motions today, respectively. We will now proceed with the formal portion of the meeting. Unless there is any objection, Lee Dabberdt will act as Secretary of the meeting and TSX Trust will act as scrutineer of the meeting. If you have an objection regarding the appointment of secretary or scrutineer, you now have 15 seconds to submit your objection via the Ask a Question link. As no objections have been received, I will now move to the constitution of the meeting. The purpose of today's meeting is set out in the Management Information Circular dated May 21, 2025, which I will refer to as the circular made available to shareholders on May 30, 2025, together with the notice of the meeting, which I will refer to as the notice and the form of proxy or voting instruction form as applicable. The circular and other meeting materials have been posted on the company's website at investors.lifespeak.com and on the company's profile at sedarplus.ca. I have here attestations from each of Toppan Merrill Canada and Broadridge Investor Communications Corporation indicating that proper notice of the meeting has been given in accordance with the Canada Business Corporations Act and the bylaws of the company. I direct that a copy of such proof of service be annexed to the minutes of this meeting as a schedule. Copies of the circular and other meeting materials are available under the company's profile on SEDAR+. I'll dispense with the reading of the notice and will now move to the scrutineer's report and quorum of the meeting. The scrutineer has provided me with the preliminary report regarding shareholder attendance at the meeting. Based on the preliminary scrutineer's report, I can confirm that there are sufficient shareholders here in person or represented by proxy to constitute a quorum. I direct that the formal scrutineer's report be annexed to the minutes of this meeting as a schedule. I now declare that the meeting has been duly called and properly constituted for the transaction of business. The first item of business is to consider, and if thought advisable, to pass with or without variation, a special resolution, the full text of which is outlined in the section titled Stated Capital Reduction - Approval of the Reduction to Stated Capital in the management information Circular dated May 21, 2025, which I will refer to as the Stated Capital Reduction resolution, authorizing the reduction of the company's stated capital attributable to the common shares in accordance with Section 38 of the Canada Business Corporations Act, as more particularly described in the circular. To be approved, the stated capital reduction resolution must be approved by at least 66 2/3% of the votes cast by the shareholders present or represented by proxy at the meeting. I call upon Jason Campana to make the motion.

I move for the approval of the Stated Capital Reduction resolution being the resolution outlined in the section titled: Stated Capital Reduction - Approval of the Reduction to Stated Capital to the circular prepared in connection with this meeting.

Mr. Chairman, I second the motion.

Unless there are any questions, we will proceed to voting. You have 15 seconds to submit your questions via the Ask a Question link starting now. As there are no questions, I will proceed. I would now ask shareholders and proxy holders present to vote online. We will now pause for 30 seconds while you record your votes on this motion. Again, as a reminder, if a shareholder has previously voted and does not wish to change their vote, you do not need to do anything. Shareholders and appointees, please click on the Voting button to open the voting. [Voting]

I will now move to the next item of business. As noted earlier, voting results for all resolutions will be summarized at the end of the meeting. The next item of business is to consider, and if thought advisable, to pass with or without variation, a special resolution, the full text of which is set forth in Appendix A to the management information circular dated May 21, 2025, which I'll refer to as the Arrangement Resolution to approve an arrangement pursuant to Section 192 of the Canada Business Corporations Act involving the acquisition by 1001180076 Ontario Inc., a newly formed entity controlled by Daylight Holdings LP, which I'll refer to as the purchaser of all the issued and outstanding common shares in the capital of the company as more particularly described in the circular to be approved. The arrangement resolution must be approved by at least 66 2/3% of the votes cast by the shareholders in person virtually or represented by proxy at the meeting; and two, a simple majority of the votes cast at the meeting in person, virtually or by proxy by the shareholders, excluding shareholders who vote -- whose votes are required to be excluded under multilateral instrument 61-101 - Protection of Minority Security Holders in Special Transactions, the rollover shareholders and such other parties who the applicable securities regulatory authorities may require. Only 1 vote will be conducted at this meeting, but the votes will be tallied by the scrutineer to ensure that both these approval thresholds are met. I call upon Jason Campana to make the motion.

I move for the approval of the arrangement resolution being the resolution set out in Appendix A to the circular prepared in connection with this meeting.

Mr. Chairman, I second the motion.

Unless there are any questions, we will proceed to voting. You have 15 seconds to submit your question via the Ask a Question link starting now. As there are no questions, I will proceed. I would now ask shareholders and proxy holders present to vote online. We will now pause for 30 seconds while you record your votes on this motion. Again, as a reminder, if a shareholder has previously voted and does not wish to change their vote, you do not need to do anything. Shareholders and appointees, please click on the Voting button to open the voting. [Voting]

Voting is now closed on all resolutions. The scrutineer has provided a preliminary scrutineer report with votes for all resolutions and will provide final results after the meeting. Based on the preliminary tabulation, I can confirm that the requisite approvals have been obtained for the approval of the stated capital reduction in the Arrangement resolution. The voting results of this meeting will be posted on the company's SEDAR+ profile at sedarplus.ca after this meeting. The formal items of business, as set out in the notice, have now been dealt with. If there isn't any other business, we will proceed to terminate the formal part of the meeting. If you would like to raise any further business at this meeting, you can do so using the Ask a Question link. You have 15 seconds to submit any further business using the Ask a Question link. As there is no further business, may I have a motion that the meeting be concluded.

I move that the meeting be concluded.

Mr. Chairman, I second the motion.

Is there any objection to the meeting being terminated? As there are no objections, I declare the formal portion of the meeting terminated. On behalf of the Board of Directors, I would like to thank you for attending today. Thank you for attending and now back to the operator to end the meeting.

Thank you for attending today's meeting. You may now disconnect.