Martello Technologies Group Inc. (DRKOF) Earnings Call Transcript & Summary

Okay. Good morning. The meeting will now come to order. My name is Don Smith. I'm a Director of the Corporation. And with the consent of the meeting and on behalf of Terry Matthews, the Chairman of the Corporation, who sends his regrets, I shall preside as Chair of the meeting. Before we begin the formal business of the meeting, I would like to welcome all of our shareholders that have joined the meeting virtually through the conference link that was referenced in the meeting materials that were sent to shareholders in connection with this meeting. As mentioned in those materials, the conference is a listen-only facility. Shareholders listening in by the conference can hear the business of the meeting. However, they will not be able to speak and are not considered to be attending in person for the purposes of establishing quorum for this meeting or forecasting any votes in person. Following the adjournment of the formal portion of the meeting, we will take questions from shareholders, which can be submitted by the chat function in Microsoft Teams or in person at the meeting. Should you have questions following the meeting, you are always free to reach out to investor at martellotech.com. With the consent of the meeting, I should now ask Shane McLean of the Corporation's Legal Counsel to act as Secretary of the meeting. And with the consent of the meeting, I hereby appoint Bernadette Villarica of Computershare to act as scrutineer of the meeting. And the scrutineer has advised us that the required quorum of shareholders is present. The corporation's transfer agent has confirmed the due mailing of the notice and related materials for this meeting. Accordingly, I declare the meeting is properly constituted for the transaction of business. Regarding voting, in order to expedite the voting on the matters to come before the meeting, I propose to conduct the vote on all matters by a show of hands, unless a shareholder or proxy holder demands that a ballot be conducted on any motion. Only registered shareholders and duly appointed proxy holders are permitted to vote on each matter. We will now proceed with the election of directors. Currently, there are 7 directors. Management proposes that 7 directors be elected for the next year. We'll now ask for someone to nominate the persons listed in the information circular for election as directors for the ensuing year.

I nominate Terence Matthews, Jim Clark, Colley Clarke, Don Smith, Paul Butcher, Alec Saunders, and Michael Contento for election as Directors of the Corporation for the ensuing year or until their successors are elected or appointed.

May I have the nomination seconded?

I second the nomination.

Are there any further nominations? As there are no further nominations, I declare the nominations closed. . Since there have been 7 individuals nominated for 7 positions and in light of the proxies we have received in favor of the election of such individuals, unless anyone objects, we will dispense with voting for individual directors and vote as a slate. I now put the motion to the meeting. All those in favor of the election of the 7 individuals nominated, please signify by raising your hand. Are there any votes against? I declare the 7 proposed directors elected to hold office until the next annual election of directors or until their successors have been elected or appointed. The next item of business is the appointment of auditors and authorizing the directors to fix their remuneration. As set out in the information circular, the directors have proposed that Welch LLP be appointed the auditors of the Corporation for the upcoming year. I would ask for a motion to appoint the auditors.

I move that Welch LLP be appointed auditors of the Corporation until the next annual meeting or until the successor is appointed and that the directors of the Corporation be authorized to fix the remuneration of the auditors for the current year in such amounts as they may in their discretion determine.

May I have the motion seconded?

I second the motion.

I now put the motion to the meeting. All those in favor of the motion, please signify by raising your hands. Have any votes being withheld? I declare the motion carried. The next item of business is the ratification of the omnibus long-term incentive plan, which was adopted in August 2022 and approved by the shareholders on September 28, 2022. To be effective, the resolution in the form set out in the circular must be passed by the affirmative vote of a majority of the votes cast at the meeting. Since all shareholders have had access to the full text of the resolution, unless anyone objects, I will dispense with reading the text of the resolution to the meeting. May I have a motion to approve the resolution?

I move that the resolution ratifying the omnibus long-term incentive plan, as set out in the circular, be ratified.

May I have the motion seconded?

I second the motion.

I now put the motion to the meeting. All those in favor of the motion, please signify by raising your hands. Contrary, if any? I declare the motion carried. Is there any further business? That concludes the formal business of this annual and special meeting, and I wish to thank all of you for making the time to attend. I will now ask for a motion to terminate the meeting.

I move that the meeting be terminated.

May I have the motion seconded?

I second the motion.

All those in favor of the motion, please signify by raising your hands. Contrary, if any? I declare the motion carried and the meeting is terminated. We'll now commence with the question-and-answer portion of the meeting, I encourage you to submit your questions via chat before the Q&A portion begins.

We'll give it a couple of minutes.

Well, there being no questions, let's -- so we'll close the meeting. Thank you. Thanks for your attention.