Nextech3D.AI Corporation (NEXCF) Earnings Call Transcript & Summary

October 12, 2022

OTC Pink Market US Information Technology Software shareholder_meeting 12 min

Earnings Call Speaker Segments

Operator

operator
#1

Hello, and welcome to the Special Meeting of Shareholders of NexTech AR Solutions Corp. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtained all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. During the meeting, we'll have a question-and-answer session. You can submit questions or comments at any time by clicking on the Q&A tab. It is now my pleasure to turn today's meeting over to Evan Gappelberg. The floor is yours.

Evan Gappelberg

executive
#2

Thank you, and good morning to all our valued shareholders. Welcome to the Annual and Special Meeting of NexTech AR Solutions. The meeting will now come to order. I am Evan Gappelberg, and I am the Chief Executive Officer of NexTech AR Solutions. I will act as the Chair of this meeting. As we have determined to hold the meeting virtually, it is being hosted today on the Computershare virtual shareholder meeting platform. This allows registered shareholders or their proxy holders to vote and to submit questions and comments to the moderator, which will be read and addressed at the meeting. If you have a question or comment, please submit it through the system now and we will answer it at the appropriate time. I shall ask Belinda Tyldesley to act as secretary of the meeting; and Teresa Kwan, representative of Computershare Investor Services, to act as scrutineer. I have received confirmation from Computershare Investor Services as to the due mailing of the meeting materials. I direct that this confirmation, together with copies of these documents, be kept by the secretary with the minutes of this meeting. Business may be transacted at this meeting if one or more persons are present in person or by proxy entitled to voting at the meeting. The scrutineers' report has now been received, and it shows that there is a quorum of shareholders present at the meeting. I direct that the scrutineers' report be kept by the secretary with the minutes of the meeting. I now declare that the meeting is regularly called and properly constituted for the transaction of business. We will conduct each vote by way of vote cast on Computershare, the Computershare platform, and those submitted by proxy. I understand that the scrutineers have tabulated all the votes received prior to voting cutoff. If you have previously voted, you do not need to vote again when prompted. By voting again, you will revoke any previous vote made prior to the voting cutoff. We will now open the voting for all of our resolutions. Particulars of the votes cast on all matters may be obtained from the secretary after the meeting. I direct that the scrutineers' report on all matters be annexed to the minutes of this meeting as a schedule. As a first order of business, I would like to present the financial statements for the year ended December 31, 2021, and an auditor's report therein. These are located on the Computershare dashboard page. Would someone move that the reading of the financial statements of the corporation and then auditor's report be waived?

Unknown Attendee

attendee
#3

I so move.

Evan Gappelberg

executive
#4

Will someone second the motion?

Unknown Attendee

attendee
#5

I second the motion.

Evan Gappelberg

executive
#6

I will proceed with the next motion. The next item of business is to set the number of directors of the corporation at 4 and to elect the directors of NexTech AR Solutions.

Unknown Attendee

attendee
#7

I move that the number of directors of NexTech AR Solutions Corp. be set at 4.

Unknown Attendee

attendee
#8

I second the motion.

Evan Gappelberg

executive
#9

Is there any discussion or questions submitted from any registered shareholder or proxy holder?

Unknown Attendee

attendee
#10

Mr. Chairman, there are no questions.

Evan Gappelberg

executive
#11

I'm advised there are no questions, and we'll proceed with the next motion. I will now entertain the nominations for 4 positions as directors of NexTech AR Solutions.

Unknown Attendee

attendee
#12

I nominate Evan Gappelberg, Belinda Tyldesley, David Cramb and Jeff Dawley as directors of NexTech AR Solutions to hold office until the next annual election of directors or until their successors are elected or appointed.

Unknown Attendee

attendee
#13

I second the motion.

Evan Gappelberg

executive
#14

Is there any discussion or questions submitted from any registered shareholder or proxy holder?

Unknown Attendee

attendee
#15

Mr. Chairman, there are no questions at this time.

Evan Gappelberg

executive
#16

As there are no further nominations, I now declare the nominations closed. I will now invite a motion that the 4 individuals nominated for election as directors be elected as directors to hold office until the close of the next meeting of shareholders or until their respective successors are elected or appointed or they, otherwise, cease to hold their respective offices.

Unknown Attendee

attendee
#17

I so move.

Unknown Attendee

attendee
#18

I second the motion.

Evan Gappelberg

executive
#19

Is there any discussion or any questions submitted from any registered shareholder or proxy holder?

Unknown Attendee

attendee
#20

Mr. Chairman, there are no questions at this time.

Evan Gappelberg

executive
#21

I'm advised there are no questions, and we'll proceed with the next motion. The next item of business is the auditors -- the appointment of auditors.

Unknown Attendee

attendee
#22

I move that Marcum LLP be appointed auditors of NexTech AR Solutions Corp. until the next annual meeting or until their successor is appointed and that their remuneration as such be fixed by the Board of Directors.

Unknown Attendee

attendee
#23

I second the motion.

Evan Gappelberg

executive
#24

Is there any discussion or questions submitted from any registered shareholder or a proxy holder?

Unknown Attendee

attendee
#25

Mr. Chairman, there are no questions at this time.

Evan Gappelberg

executive
#26

I'm advised that there are no questions, and we'll proceed with the next motion. The next item of business is the consideration of an ordinary resolution to approve amendments to the existing stock option plan of the corporation as more particularly described in the management information circular of the company dated September 1, 2022, in respect of this meeting.

Unknown Attendee

attendee
#27

I move that the resolution set forth in Schedule B of the management information circular of the corporation dated September 1, 2022, be approved.

Unknown Attendee

attendee
#28

I second the motion.

Evan Gappelberg

executive
#29

Is there any discussion or questions submitted from any registered shareholder or proxy holder?

Unknown Attendee

attendee
#30

Mr. Chairman, there are no questions.

Evan Gappelberg

executive
#31

I'm advised there are no questions, and we'll proceed with the next motion. The next item of business is the consideration of a special resolution to approve a plan of arrangement involving Corporation 1373222 B.C. Ltd., and ARway Corporation pursuant to Section 288 of the Business Corporations Act of British Columbia in substantially the form of resolution appended at Schedule D to the management information circular of the corporation dated September 1, 2022.

Unknown Attendee

attendee
#32

I move that the resolution set forth in Schedule D of the Management Information Circular of the corporation dated September 1, 2022, be approved.

Unknown Attendee

attendee
#33

I second the motion.

Evan Gappelberg

executive
#34

Is there any discussion or questions submitted from any registered shareholder or proxy holder?

Unknown Attendee

attendee
#35

Mr. Chairman, there are no questions.

Evan Gappelberg

executive
#36

I'm advised there are no questions, and we'll proceed with the next motion. The next item of business is the consideration of an ordinary resolution to approve a new stock option plan for ARway Corporation as more particularly described in the management information circular of the corporation dated September 1, 2022, in respect of this meeting.

Unknown Attendee

attendee
#37

I move that the resolution set forth in Schedule H of the management information circular of the corporation dated September 1, 2022, be approved.

Unknown Attendee

attendee
#38

I second the motion.

Evan Gappelberg

executive
#39

Is there any discussion or questions submitted from any registered shareholder or proxy holder?

Unknown Attendee

attendee
#40

Mr. Chairman, there are no questions.

Evan Gappelberg

executive
#41

As voting has been enabled for all previous motions, if a shareholder has not voted yet, please do so. We will pause for 1 minute to allow shareholders a chance to complete their voting. [Voting]

Unknown Attendee

attendee
#42

Voting is now closed.

Evan Gappelberg

executive
#43

I have been advised by the scrutineers that all resolutions have been approved by more than the requisite majority and that those nominated have been duly elected as the directors of NexTech AR Solutions. I declare the motions carried and the nominees for the Board of Directors elected. Unless there are any questions from the floor, I would entertain a motion that the meeting be terminated. I move this meeting be terminated.

Unknown Attendee

attendee
#44

I second the motion.

Evan Gappelberg

executive
#45

I declare this meeting terminated. Thank you to all who participated in our virtual meeting.

Operator

operator
#46

This concludes the meeting. You may now disconnect.

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