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

Hello, and welcome to the Annual and Special Meeting of Shareholders of NexTech AR Solutions Corp. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Belinda Tyldesley. The floor is yours.

Good morning, everyone, and welcome to the Annual and Special Meeting of NexTech AR Solutions Corp. The meeting will now come to order. I am Belinda Tyldesley, and I'm a Director and the Corporate Secretary of NexTech AR Solutions Corp., and I will act as Chair of the 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 to 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 at the appropriate time. I shall ask Andrew Chan to act as Secretary of the meeting; and Teresa Quan representative of Computershare Investor Services, Inc. to act as scrutineer. I have received confirmation from Computershare Investor Services, Inc. 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 1 or more persons are present in person or by proxy entitled to vote at the meeting. The scrutineer's report has now been received, and it shows that there is a quorum of shareholders present at the meeting. I direct that the scrutineer's report be kept by the Secretary with the minutes of this meeting. I now declare that the meeting is regularly called and constituted properly -- and properly constituted for the transaction of business. We will conduct each vote by way of vote cast on 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 revert any previous vote made prior to voting cutoff. We will now open the voting for all of the resolutions. Particulars of the votes cast on all matters may be obtained from the Secretary after the meeting. I direct the scrutineer's report on all matters be annexed to the minutes of this meeting as a schedule. As the first order of business, I would like to present the financial statements for the year ended December 31, 2022, and the auditor's report thereon. These are located on the Computershare dashboard page. Will someone move that the reading of the financial statements of the corporation and the auditor's report be waived?

I so move.

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 Corp.

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

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

Madam Chairman, there are no questions.

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

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

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

Madam Chairman, there are no questions at this time.

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 Annual Meeting of Shareholders or until their respective successors are elected or appointed or they otherwise cease to hold their respective offices.

I so move.

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

Madam Chairman, there are no questions at this time.

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

I move that Davidson & Company LLP be appointed auditors of NexTech AR Solutions Corp. until the next Annual General Meeting or until their successor is appointed and that, that -- and that their remuneration as such be fixed by the Board of Directors.

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

Madam Chairman, there are no questions at this time.

I am advised there are no questions and will proceed with the next motion. The next item of business is the consideration of a special resolution to approve a plan of arrangement involving the corporation 1400330 B.C. Ltd. and Toggle 3D.ai Inc. pursuant to Section 288 of the Business Corporations Act at British Columbia, in substantially the form of resolution appended as Schedule C to the Management Information Circular of the Corporation dated April 18, 2023.

I move that the resolution set forth in Schedule C of Management Information Circular of the Corporation dated April 18, 2023, be approved.

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

Madam Chairman, there are no questions.

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 Toggle 3D.ai Inc. as more particularly described in the Management Information Circular of the Corporation dated April 18, 2023, in respect of this meeting.

I move that the resolution set forth in Schedule G of the Management Information Circular of the Corporation dated April 18, 2023, be approved.

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

Madam Chairman, there are no questions.

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

I will now instruct the scrutineers to close the polls.

Voting is now closed.

I have been advised by the scrutineer 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 Corp., and 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.

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

This concludes the meeting. You may now disconnect.