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

Welcome to this Extraordinary General Meeting of Micro-X. My name is Rebecca Puddy, and I'm Head of Corporate Communications. 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 the meeting. In addition, shareholders and proxies have the ability to ask questions via Zoom and submit votes via the Computershare meeting 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 tool bar. Questions can be submitted on Zoom at any time from any registered shareholder. [Operator Instructions] Please note that while you can submit questions from now on, the Chair will not address them until the relevant time in the meeting. Please also note that your questions may be moderated, or if we receive multiple questions on one topic, amalgamated together. Finally, due to time constraints, it may not be possible to answer all questions. If this happens, we will answer them in due course via e-mail or by posting responses on the Investor section of our website. 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 this meeting via Computershare. With us online today is Angela Liapis from Computershare, 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 assistance, please contact Computershare on (613) 9415-4024. I will now hand over to Mr. Patrick O'Brien, Chair of Micro-X.

Good morning, ladies and gentlemen, all shareholders and other interested parties. It's with pleasure that I welcome you to the 2025 Extraordinary General Meeting of Micro-X Limited. I am Patrick O'Brien, and I'll be your Chair for today's meeting. As the appointed hour is being reached and a quorum is present, I declare the meeting open. Before proceeding with the formal matters for today, let me first introduce my fellow nonexecutive directors: Mr. Jim McDowell and Ms. Ilona Meyer, who are online with us; and Mr. Andrew Hartmann is an apology for this meeting. I'd also like to introduce our CEO, Kingsley Hall. As Rebecca mentioned, voting today will be conducted by way of a poll on all items of business. We will now proceed with the formal matters for today. The purpose of this meeting is set out in the notice of meeting filed with the ASX on 14 March, which was dispatched to shareholders, and unless there are any objections, I will take the notice of meeting and addendum as having been read. There are 6 items of business for today, as detailed on the slide you should now be seeing, and we will present on individual slides the proxies received for each of those. All of these require formal resolutions. Proxies received in relation to the resolutions are set out in the following slides. The first item requiring a resolution is ratification of the issue of the placement shares. I move that, for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the issue of 25,742,859 shares under the placement on the terms and conditions set out in the explanatory statement. Rebecca, does any shareholder have any questions or comments?

No.

Since there are no questions, the second item requiring a resolution is ratification of the issue of the strategic placement shares. I move that, for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the issue of 26,666,667 shares under the strategic placement to Billion Prima Sdn Bhd on the terms and conditions set out in the explanatory statement. Rebecca, does any shareholder have any questions or comments?

No.

Since there are no questions, I will now hand over to Kingsley Hall as Chair for the next resolution.

Thanks, Patrick. The next item of business is the approval of the issue of placement shares under the placement to Mr. Patrick O'Brien. New slide, Beck. 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 1,428,572 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. Rebecca, does any shareholder have any questions or comments?

No, Kingsley.

Since there are no further questions, I'll now hand the role of Chair of this meeting back to Patrick.

Thank you, Kingsley. The next item of business is approval of the issue of placement shares under the placement to Ms. Ilona Meyer. I move that, pursuant to, in accordance with ASX Listing Rule 10.11 and for all other purposes, shareholders approve the issue of up to 357,143 shares to Ms. Ilona Meyer or her nominee under the placement and on the terms and conditions set out in the explanatory statement accompanying this notice of extraordinary general meeting. Rebecca, does any shareholder have any questions or comments?

No.

Since there are no questions, the next item of business is the approval of the issue of placement shares under the placement to Mr. James McDowell. 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 714,286 shares to Mr. James McDowell 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. Rebecca, does any shareholder have any questions or comments?

Sorry, Patrick, no.

Since there are no questions, the next item of business is the approval of the issue of placement shares under the placement to Mr. Andrew Hartmann. 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 357,143 shares to Mr. Andrew Hartmann 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.

As there are no questions, that brings to an end the resolutions required to be voted on at this meeting. I would now like to call for any further general questions attendees might have before we finalize proceedings for today. Please lodge any questions via Zoom.

Yes, I've got a question from a shareholder asking about the CEO, Kingsley Hall, and his holding of shares. Do you hold shares, Kingsley?

Yes. Sorry. Yes. What's the question, Beck?

Why doesn't the CEO, Kingsley Hall, hold MX1 shares?

No, I do. I bought $30,000 worth in this placement in addition to a number of performance rights, which have vested over the number -- the last 4 or so years. But yes, I bought $30,000 in this raise.

And it's probably worth clarifying that...

I also have a question from another shareholder just querying about whether the voting is open. So I'm just confirming whether there's any technical difficulties happening there right now, Kingsley.

Certainly, the voting...

I have no other questions that have come through from a shareholder.

I've got a number coming up on my screen. Patrick, I'll just -- I'll put these questions to you as Chair. And then if you would like to direct them back to me, happy to question them -- happy to answer them. A question from a shareholder, how did we persuade Billion Prima to pay $0.09 a share when the directors are being placed stock at $0.07 with the stock today at $0.06 if the directors have any wiggle room to get out of paying up after Trump's tariffs pitch created global equity markets? I'd be happy to answer that, Patrick, if you like.

Sure. Go right ahead.

So the Billion Prima placement, the strategic placement was negotiated in advance of this placement or this capital raise going live, and it was negotiated between the 2 companies where they were looking to acquire around 4% of the stock. That's not unusual. The directors committed in the placement to their respective quantums at $0.07, as did I and the rest of the senior management team. And those commitments, we had no intention to revoke depending on what happens in the market. So we're comfortably -- happily paying $0.07, notwithstanding the fact that the share price has trended lower than that over the 4 to 6 weeks since the offer was announced. And I don't think Trump's tariffs had anything to do with our decisions. We believe in Micro-X, and we're very keen to participate.

Thank you.

Patrick, the next question is, why did James McDowell get twice as many shares as other directors? For clarification, I would say, there are 4 directors, and there were 3 different quantums. So Patrick invested $100,000. Jim invested $50,000. And Ilona and Andrew Hartmann invested $25,000 each. There was no determination around those amounts other than how the individuals wanted to participate.

Yes. Thank you.

The next question, Patrick, is, could Andrew Hartmann please detail his equity ownership history in the company and whether he is prepared to undertake not to sell any of these newly placed shares over the next 2 years? Did you want to answer, Patrick?

Well, I think we made clear at the beginning that Andrew is in apology for this meeting. And I think we can also make clear that Andrew -- this is Andrew's first subscription for shares in the company. Andrew is a representative director for Varex Corporation, who are both a partner of Micro-X and a significant shareholder. But Andrew, as a director, was entitled to subscribe for shares. And that has been subject of the resolution today. I'm asking the question. I guess, Kingsley, you can contradict me, but my understanding is this was Andrew's first subscription for shares.

Yes, that's correct, Patrick.

But yes, we welcome Andrew's participation as a shareholder, and we greatly valued his input as a director. He brings great industry knowledge, and we're very grateful to have him on the Board.

Patrick, the last question asks for -- can we hear what the Chairman's vision for the future of Micro-X is?

If I read that question -- there seemed to be a very significant misunderstanding about the extent of my ownership. Well, maybe it's a combination of Varex and Billion Prima and myself. And to make clear that I do not own a large percentage of the company. I'm not sure exactly what it is after the dilution of this offering. But my vision for the company is very much in line with the vision that we expressed in our announcement in January that we are very focused on the medical CT market. I think we have extraordinary technology in that area. We've seen ongoing and very strong industry reaction to what has been achieved, particularly in recent times as we've showcased the technology that has been developed for the TSA in the security area, but it is also being received very strongly by those in the medical tech industry and what we are developing for ARPA-H, being the Advanced Research Projects Agency for Health in the United States. And I absolutely buy into that vision for the future of the company that we can be a very significant player in that medical CT space. And I'm delighted with the progress the team is making in that area. We do need and are working very hard on making sales in the medical space as well, and I'm all in to that strategy. Are there any other questions open there?

Not that I can see. I think that's all, Patrick.

Okay.

Thank you very much. That concludes all the items of business. We'll now pause for 2 minutes to allow all shareholders to complete their voting. [Voting]

Okay. I think we've allowed enough time for voting. I declare that the voting by poll is now closed, and 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 for attending, and I declare the meeting closed.