Micro-X Limited (MX1) Earnings Call Transcript & Summary

[ Welcome to the Annual ] General Meeting of Micro-X to vote on the resolutions arising from the recent placement and share purchase plan. My name is Kingsley Hall, Chief Executive of Micro-X. I'd like to begin by acknowledging the traditional custodians of country throughout Australia, including the Ghana people, the custodians of the land on which we meet today. We pay our respects to Elders, past and present, and extend that respect to Aboriginal and Torres Strait Islander people here today. Today's meeting is held online via the Zoom webinar platform with voting to be facilitated via the Computershare voting platform. All attendees can watch a live webcast of this meeting. In addition, shareholders and proxies have the ability to ask questions via Zoom and submit votes via the Computershare voting platform by clicking the link published in the notice of meeting. Depending on the format of your video screen, you may find it helpful to select "fit to window" in the View Options toolbar. Questions can be submitted on Zoom at any time from any registered shareholders. [Operator Instructions] Please note that while you can submit questions from now on, the Chair will not address them until a relevant time within the meeting. Your questions may be moderated, or if we receive multiple questions on one topic, they may be amalgamated together. Voting today will be conducted by way of a poll on all items of business. In order to provide you with enough time to vote, the chair will shortly open voting for all resolutions. If you have not already lodged your proxy vote, you may vote live and online during the meeting via Computershare with us. Today is Angela Liapis, who will be acting as returning officer for the poll. If you've not already downloaded the application, please do so now. You will need your postcode and shareholder identification number to log in. The steps for voting are straightforward. However, if you require any assistance, please contact Computershare on +61-394-154-024. I will now hand over to Mr. David Knox, Chair of Micro-X.

Good morning, ladies and gentlemen, all shareholders and other interested parties. It is with pleasure that I welcome you to this Extraordinary General Meeting of Micro-X Limited. I am David Knox, and I will be your Chair for today's meeting. Before proceeding with the formal matters for today, I'd like to first introduce my fellow nonexecutive directors. Mr. Patrick O'Brien, Dr. Alexander Gosling, Ms. Ilona Meyer and Mr. Andrew Hartmann. I note that Mr. Jim McDowell is in apology for this meeting. The business to be considered at today's meeting was provided in Part A of the notice of Extraordinary General Meeting and an explanatory statement for each proposed resolution was in Part D of the notice. The company has received firm commitments of $4 million under an institutional placement, including $100,000 from a director, which is subject to shareholder approval. At the same time, we announced our intention to undertake an offer under a share purchase plan to raise an additional $1 million with the ability to accept oversubscriptions. The placement is now complete using available placement capacity. For those who elected to participate in either the placement or the SPP offer are also entitled to 1 free attaching option for every 2 new shares. These are also subject to shareholder approval. The resolutions we are putting to shareholders today are to refresh the company's basic capacity to obtain approval for the issue of attaching options and to allow us to issue securities under the placement and SPP offer to directors. As the appointed hour has been reached and a quorum is present, I declare the meeting open. As Kingsley mentioned today, voting will be conducted by way of poll on all items of business, and I now declare the poll open. We will now proceed with formal matters for today. The purpose of this meeting is set out in the notice of meeting, which was dispatched to shareholders. And unless there are any objections, I will take the notice of meeting as having been read. There are 13 items of business for today as detailed on the slide you should now be seeing, and we will present on individual slides that proxies received for each and know that where a shareholder has elected their proxy to be directed by the Chair, I will be directing in favor of the resolution. The first item requiring a resolution is the ratification of the issue of placement shares. I move that for the purpose of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the issue of 41,052,631 shares under the placement on the terms and conditions set out in the explanatory statement. Does any shareholder have any questions or comments?

No, David.

Since there are no further questions, the next item of business is the approval of the issue of placement options. I move that for the purposes of ASX Listing Rule 7.1 and for all other purposes, shareholders approve the issue of up to 20,526,316 options. And upon exercise of these options, the issue of 20,526,316 shares took placement participants on the terms and conditions set out in the explanatory statement. Kingsley, does any shareholder have any questions or comments?

No, David.

Since there are no further questions or no questions, the next item of business is the approval of the issue of the SPP option. I move that for the purpose of ASX Listing Rule 7.1 and for all other purposes, shareholders approve the issue of up to 12,789,476 options pursuant to the SPP offer, and upon exercise of these options, the issue of 12,789,476 shares on the terms and conditions set out in the explanatory statement. I would like to add that this number of options in the resolution relates to the maximum amount we plan to offer under the SPP, being the options related to our target of $1 million under the SPP and the oversubscriptions of up to a further $1.5 million. In fact, when the SPP closed last Thursday, we had received applications for $1.9 million. On that basis, we will therefore only be issuing 10,091,949 options under the SPP. Based on shareholders approving this resolution, does any shareholder have any questions or comments?

No, David.

Since there are no questions, I will now hand over to Kingsley to act as Chair of the meeting for Resolutions 4 and 5, which concern me.

The next item of business is the issue of SPP shares under the offer to Mr. David Knox. I move that pursuant to and in accordance with ASX Listing Rule 10.11 and for all other purposes, shareholders approve the issue of up to 210,526 shares to Mr. David Knox or his nominee under the SPP offer, and on the terms and conditions set out in the explanatory statement accompanying this notice of Extraordinary General Meeting. Does any shareholder have any questions or comments? I note that there are no questions. Since there are no questions, the next item of business is approval of the issue of SPP options under the offer to Mr. David Knox. I move that pursuant to and in accordance with ASX Listing Rule 10.11 and for all other purposes and conditional upon resolution 4 being approved in accordance with its terms, shareholders approve the issue of up to 105,263 options, and upon exercise of those options, the issue of 105,263 shares to Mr. David Knox or his nominee under the SPP offer and on the terms and conditions set out in the explanatory statement accompanying this notice of Extraordinary General Meeting. Does any shareholder have any question or comments? I note there are none. Since there are no questions, I'll now hand back to David to chair the remainder of this meeting.

Thank you, Kingsley. The next item of business is the approval of the issue of SPP shares under the SPP offer to Dr. Alexander Gosling. I move that pursuant and in accordance with ASX Listing Rule 10.11 and for all other purposes, shareholders approve the issue of up to 263,157 shares to Dr. Alexander Gosling or his nominee under the SPP offer and on the terms and conditions set out in the explanatory statement accompanying this notice of Extraordinary General Meeting. Does any shareholder have any questions, Kingsley?

No, David.

Since there are no questions, the next item of business is the approval of the issue of SPP options under the SPP offer to Dr. Alexander Gosling. I move that pursuant and in accordance with ASX Listing Rule 10.11 and for all other purposes, and conditional on resolution 6 being approved in accordance with its terms, the shareholders approve the issue of up to 131,578 options, and upon exercise of those options, the issue of 131,578 shares to Dr. Alexander Gosling or his nominee under the SPP offer and on the terms and conditions set out in the explanatory statement accompanying this notice of the Extraordinary General Meeting. Does any shareholder have any questions or comments?

No, David.

Since there are no questions, the next item of business is the approval of the issue of SPP shares under the SPP offer to Mr. Jim McDowell. I move that pursuant and in accordance with ASX Listing Rule 10.11 and for all other purposes, shareholders approve the issue of up to 157,894 shares to Mr. James McDowell or his nominee under the SPP offer and on the terms and conditions set out in the explanatory statement accompanying this notice of Extraordinary General Meeting. Does any shareholder have any questions or comments?

Not at this time, David.

Thank you, Kingsley. Since there are no questions, the next item of business is the approval of the issue of SPP options under the SPP offer to Mr. Jim McDowell. I move that pursuant to and in accordance with ASX Listing Rule 10.11 and for all other purposes and conditional on resolution 8 being approved in accordance with its terms, shareholders approve the issue of up to 78,947 options upon exercise -- upon the exercise of those options, the issue of 78,947 shares to Mr. James McDowell or his nominee under the SPP offer and the terms and conditions set out in the explanatory statement accompanying this notice of the Extraordinary General Meeting. Does any shareholder have any questions or comments?

No, David.

Since there are no questions, the next item of business is the approval of the issue of SPP shares under the SPP offer to Ms. Ilona Meyer. I move that pursuant to and in accordance with the ASX Listing Rule 10.11 and for all other purposes, shareholders approve the issue of up to 105,263 shares to Ms. Ilona Meyer or her nominee under the SPP offer under the terms and conditions set out in the explanatory statement accompanying the notice of the Extraordinary General Meeting. Does any shareholder have any questions or comments?

Not at this time, no.

Thank you, Kingsley. Since there are no questions, the next item of business is the approval of the issue of SPP options under the SPP offer to Ms. Ilona Meyer. I move that pursuant and in accordance with ASX Listing Rule 10.11 and for all other purposes and conditional on resolution 10 being approved in accordance with these terms, shareholders approve the issue of up to 52,631 options upon exercise -- and upon exercise of those options, the issue of 52,631 shares to Ms. Ilona Meyer or her nominee under the SPP offer and the terms and conditions set out in the explanatory statement accompanying the notice of the Extraordinary General Meeting. Does any shareholder have any questions or comments?

No, David.

Since there are no questions, the next item of business is the approval of the issue of placement shares under the placement to Mr. Patrick O'Brien. I move that pursuant to and in accordance with ASX Listing Rule 10.11 and for all other purposes, shareholders approve the issue of up to 1,052,632 shares to Mr. Patrick O'Brien or his nominee under the placement and on the terms and conditions set out in the explanatory statement accompanying this notice of Extraordinary General Meeting. Does any shareholder have any questions or comments?

No, David.

Since there are no questions, the next item of business is the approval of the issue of placement options under the placement to Mr. Patrick O'Brien. I move that pursuant to and in accordance with ASX Listing Rule 10.11 and for all other purposes and conditional on resolution 12 being approved in accordance with its terms, shareholders approve the issue of up to [ 526,316 ] options, and upon exercise of those options, the issue of [ 526,316 ] shares to Mr. Patrick O'Brien or his nominee under the placement and on the terms and conditions set out in the explanatory statement accompanying this notice of Extraordinary General Meeting. Does any shareholder have any questions or comments?

No, David.

That brings an end to the resolutions required to be voted on at this meeting. I'd now like to call for any further general questions attendees might have before we finalize the proceedings for the day. Please lodge any questions via Zoom.

We have a question, David, asking is Peter Rowland still a non-executive director of the company?

Peter is not a nonexecutive director of the company. I think his term finished last November, right? Last November. I'll give you a little bit of time for further questions. Any further questions, Kingsley?

No, David.

If there are no further questions, ladies and gentlemen, that concludes all of the items of business. In a couple of minutes, I'll close the voting system. Please ensure that you have cast your vote on all resolutions. I'm going to now pause for 2 minutes to allow you time to finalize your voting. [Voting]

Thank you. I declare that voting by poll is now closed. That concludes the formal business to be dealt with today. The results of these votes will be released to the ASX later this afternoon. I thank you all for attending, and I declare that the meeting is now closed. Thank you.