NXT Energy Solutions Inc. (NSFDF) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to the NXT Energy Solutions, Inc. Annual Meeting 2020. I would now like to hand the conference over to your speaker today, Charles Selby. Thank you. Please go ahead, sir.

Yes. Good morning, ladies and gentlemen, and thank you for attending the 2020 Annual Meeting of Shareholders of NXT Energy Solutions, Inc. My name is Charles Selby and NXT's Lead Director. At the request of George Liszicasz, the Chairman of NXT's Board I will be acting as Chair for the formal business portion of today's meeting. Before I call this meeting to order, I would like to welcome our auditors, KPMG represented today by Mr. Lee Bardwell, Engagement Partner; and Mr. Tyler Durant, Engagement Manager. Welcome, gentlemen. With that, we're about to commence the formal business portion of the meeting. But as a reminder, only registered shareholders and duly appointed proxy holders are able to vote or to ask questions at the meeting. Questions can only be submitted using the instant messaging service of the virtual interface, which we can observe from where we are sitting. If your question relates to a specific motion, please start your question by identifying the motion so that we may address your question at the appropriate time of the meeting. We will save any questions that are not in respect of a particular motion for the general question-and-answer session following the formal business of the meeting. As always, questions should relate to the business or affairs of the company and not be of a personal nature. If shareholders or duly elected proxy holders have questions, we encourage you to submit them now. Voting on all matters for today's meeting will be conducted by electronic ballot through the virtual voting platform and can be completed at any time from now until the end of the formal business of the meeting. If you are a registered shareholder or duly appointed proxy holder, the polls should automatically appear on your screen. If they have not, please click the voting icon at the top of the webcast page. If you have already voted in advance of the meeting, and do not wish to change your vote, you do not need to vote again during the meeting. If you have already voted in advance of the meeting and do wish to change your vote, then voting online will have the effect of your previously submitted proxy. If you have not yet voted, we encourage you to do so now. So it is now after 10:00 a.m., and this meeting is officially called to order. As mentioned, I will act as Chair of today's meeting, and Tom Valentine will act as secretary. Computershare Trust Company through its representatives has been appointed to act as scrutineers of the meeting. The secretary has provided me with the declaration confirming that the notice of this meeting was mailed to all shareholders on July 21, 2020. Accordingly, with the consent of the meeting, the reading of the notice of meeting will be dispensed with. The scrutineer's report on common share representation at the meeting has been received and it shows that there are more than 2 persons representing in the aggregate more than 25% of the outstanding voting shares present, and therefore, a quorum is present. The final report will be prepared following the meeting. I declare the meeting regularly called and properly constituted for the transaction of business and direct the secretary to attach the declaration of mailing and the scrutineer's final report to the minutes of this meeting. I would like to move on now to the formal items of business as each matter has been described in detail in the management information circular dated July 17, 2020, which was mailed to shareholders requesting it and otherwise made available online. In order to facilitate the proceedings for today's meeting, I have asked Mr. George Liszicasz and Mr. Bruce Wilcox, each of whom are shareholders and presently directors will move and second the proposals related to the items of business identified in the notice of meeting. This is not intended in any way to curtail discussion. Each item of business to be voted on today must be passed by a majority of the votes cast. Under the articles of the company, the common shares have attached to them a single vote per share. The first item of business is the presentation of the audited annual financial statements and the report of the auditors thereon. The audited financial statements and the auditor's report were mailed to shareholders requesting them and otherwise, available online. No vote is required with respect to this matter, and I do not propose to read the auditor's report. But management would be pleased to deal with any relevant questions concerning the statements during the general question period, which follows this meeting. I declare that the audited financial statements of the company for the year ended December 31, 2019, together with the report of the auditors thereon have been received. The next item of business is the election of directors. The number of directors to be elected at this meeting has been set at 6. I note that the Board of Directors has implemented an advance notice bylaw. Pursuant to this bylaw advance notice must be given to the company regarding any proposed director nominees, not including in the -- included in the information circular. I further note, we will be nominating and approving individual directors and not a slate of directors. I will now receive nominations for the election of directors.

Mr. Chair, I nominate the following for election as directors of the company, as recommended by the company and identified in the information circular, namely George Liszicasz, Charles Selby, Thomas Valentine, John Tilson, Bruce Wilcox, Frank Ingriselli.

Thank you, Mr. Liszicasz. I declare the nominations to be closed. I will now ask for a motion that each of the nominees be elected to serve as Director.

Mr. Chair, I move that each of the 6 persons nominated to be elected to serve as directors of the company to hold office until the close of the next Annual Meeting for Shareholders or until their successors are duly elected or appointed.

May I have a seconder?

Mr. Chairman, I second the motion.

Thank you very much. Can you please advise if there are any questions specific to this motion that were submitted?

Mr. Chair, no questions specific to this motion have been submitted.

Thank you. I'll now proceed with the next item of business. The next item of business is the appointment of KPMG LLP, chartered professional accountants, to act as the company's independent auditor until the next Annual Meeting of the Shareholders. This proposal is now formally submitted for shareholder approval. May I have a motion?

Mr. Chair, I move that the KPMG LLP, chartered professional accountants, to be appointed as company's independent auditor to hold office until the next Annual Meeting of Shareholders with compensation to be determined by the Board of Directors.

May I have a seconder?

Mr. Chairman, I second the motion.

Thank you. Mr. Wilcox, can you please advise if there are any questions specific to this motion that were submitted?

Mr. Chair, no questions specific to this motion have been submitted.

Thank you very much. I'll now proceed with the next item of business. The resolution attached to Schedule A to the information circular regarding the approval of the employee share purchase plan and the unallocated entitlements thereunder is now formally submitted for shareholder approval. May I have a motion?

Mr. Chair, I move that the resolution attached as Schedule A to the information circular regarding the approval of the employee share purchase plan and the unallocated entitlements thereunder be approved.

May I have a seconder?

Mr. Chairman, I second the motion.

Thank you. Mr. Wilcox, can you please again, advise if there are any questions specific to this motion that we're submitted.

Mr. Chair, no questions specific to this motion have been submitted.

Thank you. I'll now proceed with the next item of business. The resolution attached to Schedule B to the information circular regarding the approval of unallocated entitlements under company's restricted share unit plan is now formally submitted for shareholder approval. May I have a motion?

Mr. Chair, I move that the resolution attached as Schedule A to the information circular regarding the approval of the unallocated entitlements under the company's restricted share unit plan be approved.

May I have a seconder?

Mr. Chairman, I second the motion.

Thank you. Mr. Wilcox, can you please again advise if there are any questions specific to this motion have been submitted?

Mr. Chair, no questions specific to this motion have been submitted.

Thank you very much. There being no further matters to vote upon, I would ask that if you have not already done so to please cast your vote now. Again, if you have voted in advance of the meeting and do not wish to change your vote, then you do not need to do anything. If you do wish to change your vote, then voting online will have the effect of revoking your previously submitted proxy. The polls will be closing in 15 seconds. Once the electronic balloting closes, the voting page will disappear, and your votes will be automatically submitted. [Voting]

I think that -- I'm sure that 15 seconds has now expired. But thank you again to all our shareholders who have voted in advance or during today's meeting. I believe that the polls are now closed, and we will now proceed with announcing the voting results of the meeting. I have been advised by scrutineer that the ballots and proxies deposited for the meeting have been voted in favor of the resolutions. As such, I declare each of the resolutions considered at today's meeting in respect to those matters has carried. The exact number of votes cast in respect of each matter will be filed on SEDAR and by press release, which will also be made available on our website. Having completed all of the business for which this meeting is now called -- was called, I declare the meeting is now concluded. I will now ask Mr. Liszicasz to address any general questions that may have been submitted. Do we see any? We're just waiting to see if there are any questions.

And there are none.

Thank you, and thank you all for taking the time to attend today's meeting. Are you doing any formal presentation? Okay. Well, thank you all.

Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.

Thank you.

Thank you all.