Maxim Power Corp. (MXG) Earnings Call Transcript & Summary

Good morning, everybody. Everybody on the phone line and everybody here in attendance for the -- well, I see one of our directors walking in on his own power. Good to see -- good morning, guys. So it is 10 a.m. We'll get the meeting started here right away. We've got members of the management team here today if there's any questions that pop up at the end of the meeting. And we do have 4 directors now in attendance: Wiley Auch, Mike Mayder, Andrea Whyte and Brett Wilson, who's just walking in under his own power, which is great to see. So welcome, everybody. Welcome to the 2023 Annual General Meeting of the Shareholders of Maxim Power Corp. My name is Bruce Chernoff. I'm CEO and Chairman of the Board of Maxim. I'll be serving as Chairman of this meeting. I'll ask Kim Karran to act as Secretary of the meeting. I would now like to request the meeting please come to order. Before we proceed with the formal business of today's meeting, I would like to introduce the other members of the Board present today, which I went off script apparently and that's already done. Brad Wall does send regrets. I think Brad might be on the phone listening. With consent of the meeting, I appoint Donald Santini of Computershare Trust Company of Canada to act as Scrutineer of the meeting to report on the number of common shares represented in person or by proxy at this meeting to compute the votes of any ballot or poll taken at this meeting and to report thereon to the Chair. Secretary has advised that she has received a declaration from the Scrutineer stating that the shareholders have been sent notice of this meeting in advance of the time required for such notice. The Scrutineer's also advised that a quorum is present. The Scrutineer's report will be available from the Secretary, and I further direct that the report of the Scrutineer be attached to the minutes of this meeting as a schedule. With that, I now declare this meeting has been regularly called and is properly constituted for transaction of business. I propose to conduct each resolution vote by a show of hands unless a ballot is requested other than in respect of the individual voting of directors, which will be conducted by way of ballot. First item of business is the presentation of the 2022 audited consolidated financial statements of the corporation for the year ended December 31, 2022, and report by our auditor thereon. Copy of such financial statements and report of the auditor has been sent to registered shareholders and to those nonregistered beneficial owners who had requested a copy. No vote by the shareholders is required or proposed to be taken in respect to the financial statements. I think we've got copies upfront if anybody needs a copy. The next item of business is to approve an ordinary resolution to fix the number of directors of Maxim to be elected at this meeting for the ensuing year.

Mr. Chairman, I move that the number of directors to be elected at this meeting for the ensuing year is set at 6.

I second the motion.

Per the motion, is there any discussion? No discussion. Would all those shareholders entitled to vote or in favor signify by raising your hand, except for Kim. [Voting]

Thank you. Contrary, if any? [Voting]

Motion is carried. Next item of business is the election of directors of Maxim. The proposed nominees were set forth in the management information circular and proxy statement prepared for this meeting. Those nominees are: Wiley Auch, Bruce Chernoff, Mike Mayder, Brad Wall, Brett Wilson and Andrea Whyte.

I nominate [indiscernible] to serve as directors [indiscernible].

Are there any further nominations? With no nominations. I declare the nominations closed. May I have a motion regarding the election of directors.

Mr. Chairman, I move that each of the following nominees: Wiley Auch, Bruce Chernoff, Mike Mayder, Brad Wall, W. Brett Wilson and Andrea Whyte, hereby separately elected as directors of Maxim for a period commencing as of the date hereof and ending at the close of the next annual meeting with the shareholders of the corporation or until their successors are elected or appointed unless their office is vacated.

I second the motion.

Thank you. In order to comply with the requirements of the Toronto Stock Exchange and the corporation's majority voting policy, the vote will be conducted by ballot. I ask proxy holders and registered shareholders present in person to complete the ballot on the election of directors, which was provided to you when you entered the meeting. When completed, please provide your ballot to the scrutineers who will tabulate the results. You do not need to complete a ballot if you have already completed and submitted a proxy and wish to vote in accordance with the instructions in your proxy. Scrutineer has provided the results of the ballot on the motion. The motion has been carried, with the individual election of each director receiving more for votes than withheld votes. I declare each of the nominated persons to be duly elected directors of the corporation to hold office for the ensuing year, until the next Annual Meeting of Shareholders or until their successors are elected or appointed unless such office is earlier vacated. Next item of business is the appointment of the auditor of the corporation. It's proposed that KPMG LLP, Chartered Accountants, be appointed the auditor of the corporation until the next Annual Meeting of Shareholders of the Corporation or until a successor is appointed and to authorize the directors to fix the remuneration of the auditors. May I have a motion?

Mr. Chairman, I move that KPMG LLP, Chartered Accountants, be appointed as auditor of the corporation until the next Annual Meeting of Shareholders or until a successor is appointed. I also move that the Board of directors are hereby authorized to fix the remuneration of the auditors.

I second the motion.

You heard the motion. Is there any discussion? There's no discussion. Would all those shareholders entitled to vote who are in favor signify by raising your hand? [Voting]

Contrary, if any? [Voting]

Motion is carried. There's no other business to be brought before the meeting. Anybody have anything? There's no further business to be brought before this meeting, will someone move that this meeting be terminated?

Mr. Chairman, I move this meeting to be terminated.

I second the motion.

You have heard the motion. Is there any discussion? There's no discussion. Would all those shareholders entitled to vote who are in favor signify by raising your hand? [Voting]

Contrary, if any? [Voting]

Motion is carried, and I declare that the meeting is terminated. I would open up -- I know there's a few people on the phone and -- can we hear them, Kim? No? Okay.

[indiscernible]

[Operator Instructions] Okay. Got it. Okay. [Operator Instructions] And I apparently will be able to let you ask that question. We continue to finish off our CCGT project. Obviously, we were delayed in terms of the fire and we're getting -- we made good progress here and hopefully be start first fire at the facility in late July, early August and be fully up and running in the fall of 2023. So we're excited about that. And certainly, can answer any questions if there are regarding that. But it's -- other than busily working way on the site to put everything together. Obviously, we aren't producing power, there's no other significant updates. I know it looks like there's no questions is what we're getting. So thank you, everybody, for attending today. We do have information on the website. We do have a presentation up on the website. And we'll have an updated one. So certainly encourage everybody to go there, look at that. And as always, we're available if anybody wants to call in and ask any questions. And thanks for attending today. Short and sweet. Thank you.