MindWalk Holdings Corp. (HYFT) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by. Welcome to MindWalk Holdings Corporation 2025 Annual General Meeting of Shareholders. At this time, I would like to hand the call over to Jennifer Bath. Please proceed.

Thank you very much. I now call the meeting to order. My name is Jennifer Bath, chief Executive Officer of the company. As authorized under the articles of the company, I will act as Chair of this Annual General Meeting. I am pleased to host the meeting virtually through a live webcast accessible to all of our shareholders regardless of physical location. I would like to welcome Kari Graber of the company, who is present, and I appoint her as Secretary of the meeting. Mr. Daragh Hewitt of Vinyl Equity is also present, and I hereby appoint him as scrutineer. The meeting is convened for the purposes stated in the notice of meeting dated September 4, 2025. The notice of meeting was mailed to shareholders in accordance with the company's articles, the British Columbia Business Corporations Act and applicable securities laws. A declaration of mailing is available for inspection by any shareholder. Accordingly, I will dispense with the reading of the notice and ask the secretary to append the declaration of mailing as a schedule to the minutes of this meeting. I will now report on the attendance and quorum. Based on the scrutineers' preliminary report, a quorum is present pursuant to the company's articles. A copy of the report is on file with the secretary and is available upon request. Notice of Meeting has been duly given in accordance with the company's articles, the British Columbia Business Corporations Act and applicable securities laws. With the quorum present, I declare that this meeting has been duly constituted to transact business. Before we begin with the business of the meeting, I will briefly outline the voting procedures. Each registered shareholder present or duly appointed proxy holder is entitled to 1 vote per share held as of the record date. The company's audited financial statements for the year ended April 30, 2025, together with the auditor's report, are now placed before this meeting. The financial statements and related management discussion and analysis were mailed to registered shareholders who requested them on their return cards. I declare that the audited financial statements have been presented to, and received by the meeting. The next item of business is the election of 4 directors for the ensuing year. In order to complete the formal business of the meeting efficiently, I, as Chair, will make each motion relating to the matters set out in the notice of meeting. I now nominate Jennifer Bath, Jon Lieber, Kamil Isaev and Dirk Witters to serve as directors until the company's next Annual General Meeting or until their successors are duly elected or appointed. These individuals are management's nominees for election as described in the management information circular sent to shareholders for this meeting. As a reminder, in accordance with the company's advanced notice policy, any nominations of directors for election at this meeting were required to be submitted to the company in advance within the time periods prescribed by that policy. No additional director nominations were received. Accordingly, the only nominees eligible for election today are those set forth in the Management Information Circular. We will now proceed to vote on the election of the 4 nominees as directors. I move that Jennifer Bath, Kamil Isaev, Jon Lieber and Dirk Witters be elected as directors to hold office until the next Annual General Meeting or until their successors are duly elected or appointed. We will vote electronically on each nominee. When the on-screen ballot appears, please select for or withhold and submit your vote. The scrutineer will tabulate the results and I will announce them once they are available. There will now be a pause in the proceedings for voting and counting of the ballots on the resolution. [Voting]

Thank you, ladies and gentlemen. If you haven't joined us via the webcast and you are a registered shareholder, if you are for Jennifer Bath, please enter Y in the Ask a Question text box. If you are against the nomination of Jennifer Bath, please enter an N in the Ask a Question text box. We'll now move on to Jon Lieber. If you are for Jon Lieber, please enter Y in the Ask a Question text box. If you are against Jon Lieber, please enter an N in the Ask a Question text box. We will now move on to Kamil Isaev, if you are for, please enter Y in the Ask a Question text box. If you are against, please enter N in the Ask a Question text box. Now we will move on to Dirk Witters. If you are for, please enter Y in the Ask a Question text box. And if you are against please enter N in the Ask a Question text box. Voting on the 4 electors has now concluded. I'll hand the call back over to Jennifer.

Thank you. I have received those based on the scrutineers' report of proxies and electronic ballots cast for the election of directors, I will read the votes for each nominee and approximate percentage of votes cast for calculated against the total shares voted. For Jennifer Bath, approximately 14 million shares voted for, which is approximately 82% of the total shares voted. For Kamil Isaev, approximately 5.5 million votes casted for, which is approximately 32% of the total shares voted. For Mr. Jon Lieber, approximately 16.6 million shares voted for, which is approximately 97% of the total shares voted. And for Mr. Dirk Witters, approximately 13 million votes casted for, which is approximately 76% of the total shares voted. Based on the scrutineers' tabulation, Jennifer Bath, Jon Lieber, and Dirk Witters are elected as directors to serve until the next Annual General Meeting or until their successors are duly elected or appointed. Mr. Kamil Isaev did not receive the majority of votes cast for. In accordance with the company's majority voting policy, Mr. Isaev will tender his resignation to the Board immediately following the meeting. The resignation will not be effective unless or until accepted by the Board. The next item of business is the appointment of the auditor for the ensuing year. The Board has appointed Davidson & Company as successor auditor effective August 1, 2025. Copies of the notice of change of auditor and the related correspondence are included in the information circular under Schedule C. I move that Davidson & Company be appointed as auditor of the company to hold office until the next Annual General Meeting of Shareholders, and that the directors be authorized to fix the auditor's remuneration. We will now open electronic voting on the auditor appointment resolution. When the ballot appears, please select for or withhold and submit your vote. [Voting]

Thank you. Again, if you have joined us via the webcast and you would like to vote for the auditor appointment resolution, please enter Y in the Ask a Question text box. And if you are voting against the auditor appointment resolution, please enter an N in the Ask a Question text box. Thank you. Jennifer, I'll hand the call back over to you.

Okay. Based on the scrutineers' report of proxies and electronic votes cast, the resolution to appoint Davidson & Company as auditor for the ensuing year, with remuneration to be fixed by the Board has passed by a simple majority of votes cast. Accordingly, I declare the resolution carried. I now invite any registered shareholder or duly appointed proxy holder virtually present to ask relevant -- questions relevant to the agenda items. Please submit your questions through the platform's Q&A box. Okay. As there is no formal -- further formal business, I declare the formal portion of this meeting concluded. This meeting is now adjourned. Thank you for joining us.

Thank you. This does now conclude today's MindWalk Holdings Corporation Virtual AGM. You may now disconnect.