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

Good morning or actually good afternoon, ladies and gentlemen, and thank you for attending the 2021 Annual Meeting of Shareholders of NXT Solutions, Inc. My name is Charles Selby, and I am 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 ask questions. Questions can only be submitted using the instant messaging service of the virtual interface. 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 at the meeting. In any event, I will make allowance for questions as appropriate. 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 for affairs as a 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 formal -- 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. It is now just after 1:00 p.m. being 1:03 p.m., and this meeting is officially called to order. As I mentioned, I will act as Chair of today's meeting; and Tom Valentine will act as Secretary. Computershare Trust Company, through its representatives, have been appointed to act as Scrutineer. The Secretary has provided me with the declaration confirming that the notice of this meeting was mailed to all shareholders on April 30, 2021, 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 that 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. A final report will be prepared following the meeting. I declare the meeting regularly called and properly constituted with 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 April 30, 2021, 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, to 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 any 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 auditors 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, 2020, 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 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. 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 of shareholders or until their successors are duly elected or appointed.

May I have a seconder?

Mr. Chairman, I second the motion.

Thank you, Mr. Wilcox. Can you please advise if any questions specific to this motion, were received.

Mr. Chair, no question 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 KPMG LLP, chartered professional accountants, be appointed as the 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. Chair, I second the motion.

Thank you, again, Mr. Wilcox. Can you please advise if any questions specific to this motion were submitted?

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

Thank you very much. I will now proceed with the next item of business. 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 down. Again, if you have not 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 automatically be submitted. Again, thank you to all our shareholders who have voted in advance during today's meeting. I had been advised -- I guess I haven't been advised yet, almost been advised. [Voting]

We have been over -- now advised that the polls are now closed, and we will now proceed with announcing the voting results of the meeting. Do we have those results?

Yes.

I have been advised by the Scrutineer that the ballots and proxies deposited in 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 of those matters carried -- being carried, the exact number of the votes cast in respect of each matter will be filed on SEDAR. And will be disclosed by press release, which will also be made available on our website. Having completed all of the business for which this meeting was called, I declare the meeting is now concluded. I will now ask Mr. Liszicasz to address any general questions submitted. I'm not sure I see any.

Mr. Chair, no questions have been submitted.

Thank you, and thank you all for taking time to attend today's meeting. Please note that Mr. George Liszicasz, who is our CEO; and Mr. Eugene Woychyshyn, who is our CFO, will be presenting at the LD Micro Invitational 11th virtual event tomorrow, which is June 8 at 1:00 p.m. I guess, that's specific daylight time, which is 4:00 p.m. Eastern Daylight time. Please refer to the press release issued on June 3 for instructions on how to view the presentation. Thank you all so much, and we look forward to having your presence, continuing as shareholders of NXT.

This concludes the meeting. You may all disconnect.

Thank you.