Planet 13 Holdings Inc. (PLTH) Earnings Call Transcript & Summary

[Audio Gap] to the moderator to be read and addressed at the meeting. [Operator Instructions] Before we begin, I would like to take this opportunity to introduce members of the company Board of Directors who are in attendance by telephone today, Adrienne O'Neal, Mike Harman, Larry Scheffler, and of course, myself. Before we move on, I also want to take a moment to acknowledge senior management in attendance. We have with us today by telephone Dennis Logan, Chief Financial Officer; Leighton Koehler, General Counsel. As I indicated earlier, Larry Scheffler. Also in attendance with us today is Bill Vargas, Vice President of Finance. With that introduction, I would now like to call this meeting to order. In order that the meeting covers all the business set forth for which is convened within a reasonable time frame, we have prearranged for certain persons attending this afternoon to make and second motions. This procedure is not an attempt to discourage participation, and there will be ample opportunity during the course of the meeting to ask questions. After the formal business is attended to, we will have an open question-and-answer period. I do note that in our discussions today, we may provide forward-looking statements, whether we do this in our presentations or in our answers to questions. These forward-looking statements include, but are not limited to, statements concerning Planet 13's objectives, its strategies to achieve those objectives as well as general statements with respect to management's beliefs, plans, estimates and intentions and similar statements concerning anticipated future events, results, performance or expectations that are not historical facts. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management. Forward-looking statements are not guarantees of future performance, and are based on management's estimates and assumptions that are subject to and qualified in their entirety by risks and uncertainties, including those described under Risk Factors in Planet 13's management discussion and analysis available on www.sedar.com, which could cause actual results to differ materially from such forward-looking statements. Our remarks today are qualified by our public record and the risk factors set forth in such filings. [Audio Gap] appointment of secretary and scrutineer. As Chairman of the meeting, I have appointed Leighton Koehler to act as secretary to the meeting and would ask Jacquie Fisher of Odyssey Trust Company to act as scrutineer. Notice of the Meeting. It is now time to ask the secretary to table proof of service of the Notice of Meeting. Mr. Koehler?

Service is confirmed.

Mr. Koehler has confirmed that he's received the official notice of Odyssey as to the mailing of the notice to shareholders, the directors and the auditors. As all shareholders should have previously received a copy of this notice, with the consent of the meeting, I will dispense with the reading of the notice. Item 4, quorum, constitution of meeting and voting procedure. The preliminary scrutineer's report stating the number of shares presented by the completed proxies received has now been tabled. Pursuant to the bylaws of Planet 13, business may be transacted at this meeting if at least one shareholder is personally present or represented by proxy. I have been advised by the scrutineer that the required quorum is present. I, therefore, declare this Annual Meeting of Shareholders to be regularly called and properly constituted for the transaction of business. Before starting the business of this meeting, I have the following comments on the voting procedure. Each shareholder is entitled to 1 vote for each share held by that shareholder, except for holders of restricted voting shares who are not entitled to vote those shares for the election of directors. We will conduct each vote by way of vote cast on the Lumi platform and those submitted by proxy. I understand that the scrutineer has tabulated all the votes received prior to the proxy 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 resolutions, and voting will remain open until shortly after the last resolution is presented. Registered shareholders and duly appointed proxyholders will be asked to vote on each business item after the presentation of all business items. Particulars of the votes cast on all matters may be obtained from the secretary after the meeting. I direct that the scrutineer's report on all matters be annexed to the minutes of this meeting as a schedule. Item 5, financial statements and auditor's report. The next item of business is to present the company's audited consolidated financial statements for the financial year ended December 31, 2020, together with the auditor's report. These financial statements are also located on the Lumi dashboard page. As the financial statements have been mailed to all shareholders who so requested with the notice of this meeting and are posted on SEDAR, with the consent of the meeting, I will dispense with the reading of the auditor's report. If there's no objection, we'll move forward.

None received.

Election of Directors, item 6. It is now in order to proceed with election of directors. As set forth in the information circular, 4 directors are to be elected at the meeting, and each of the following persons have been nominated for the position of director of the company to hold office for the ensuing year, and each has agreed to serve as director if elected. Robert Groesbeck, Larry Scheffler, Michael Harman, Adrienne O'Neal. Could I please have a motion to nominate such persons for reelection as directors of the company to hold office for the ensuing year?

My name is Dennis Logan. I'm a shareholder of the company. I so move.

My name is Leighton Koehler, I second the motion.

Thank you, gentlemen. The company did not receive notice of any director nominations in connection with the meeting in accordance with its advanced notice bylaw. Accordingly, the only persons eligible to be nominated for election to the Board of Directors of the company are the management nominees. Point of order, Mr. General Counsel. Does that require -- do we need to call a motion or is that carried?

It's carried.

Thank you. Item 7, appointment of auditors. The next item of business is the appointment of auditors. Would someone please move that Davidson & Company LLP be appointed as auditors of the company until the next Annual Meeting of Shareholders and authorize the Board of Directors of the company to fix their remuneration. Do I hear a...

My name is Dennis Logan, I'm a shareholder of the company. I so move.

This is Leighton Koehler, I second the motion.

Thank you, gentlemen. Motion carried. Item 8, voting items of business. As voting has been enabled for all previous motions, if a shareholder has not voted yet, please do so now online. You may vote for or withhold in respect of each individual director nominee as indicated on the online ballot and in respect to the appointment of auditors. We will provide registered shareholders and duly appointed proxyholders approximately 1 more minute to complete the electronic ballot. Mr. Koehler, please note the time.

12:09 p.m. [Voting]

Electronic voting has now closed. I've been advised by the scrutineer that the online ballots and proxies deposited for the meeting have been voted in favor of all the resolutions. Each of the 4 nominees have been elected as directors of the company to serve until the next Annual Meeting of Shareholders or until their successors are elected or appointed. On behalf of the company, I would like to thank the directors for agreeing to stand for election and for their efforts and contributions to the success of the company. The appointment of Davidson & Company LLP as the auditors of the company has been approved, and the Board of Directors of the company has been authorized to fix their remuneration. Item 9, termination. If there's no further formal business, I ask for a motion to terminate this annual meeting of the shareholders of Planet 13 Holdings Inc.

My name is Dennis Logan, I so move.

This is Leighton Koehler, I second the motion.

All in favor? [Voting]

Carried. Thank you, gentlemen. I therefore declare the formal part of this meeting of shareholders terminated. Item 10, shareholders' question period. We will now be reviewing questions and comments that were submitted during the meeting. [Operator Instructions] And I'll pass to you, Mr. General Counsel.

At this time, we have no questions that have been posted on the Lumi platform by registered shareholders.

And for the record, we do have several shareholders in attendance at the meeting, and we'll pose that question as well if there are any questions, comments to the Board, feel free. They have indicated no. So therefore, I will call -- I'll close the meeting, and thank everybody for attending by phone and look forward to an exciting next year. We stand adjourned.