POSaBIT Systems Corporation (PBIT) Earnings Call Transcript & Summary

Hello, and welcome to the Annual General and Special Meeting of Shareholders of POSaBIT Systems Corporation. 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 you disclosure. It is now my pleasure to turn today's meeting over to Ryan Hamlin, Chief Executive Officer and Co-Founder of POSaBIT. Mr. Hamlin, the floor is yours.

Thank you, and welcome to the Annual General and Special Meeting of Shareholders of POSaBIT Systems Corp. In accordance with the corporation's articles, I will preside as Chair of the meeting, Stephen Gledhill will act as Secretary of the meeting. Before commencing the formal business of this meeting, given this meeting is being held virtually, I would like to set out a few rules for its orderly conduct. Questions in respect of a motion or procedural matter can be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging service on the virtual interface. Please note that there will be a slight delay in the publication of the communications receipt. Today's meeting is being held solely for the purpose set out of the notice of meeting and accompanying Management Information Circular in respect of this meeting. For the purpose of today's meeting, voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item. When you are asked to vote, you can click on the Vote icon on the virtual interface to register your votes. I will advise you when the polls are about to close. To make the best use of our time, certain shareholders or proxy holders have been asked to move the resolutions on the matters, which are set out in the notice of meeting and accompanying Management Information Circular. With the consent of the meeting, Computershare Investor Services, Inc., the corporation's registrar and transfer agent, through its representatives, will act as the scrutineer. The scrutineer will report on the shareholders' participation in the meeting and the number of securities represented at this meeting, compute the votes cast by ballot and report to me on these matters. The purpose of today's meeting are set out in the Management Information Circular and accompanying materials, which have been mailed to all shareholders of the corporation. The Secretary of the meeting has received proof of service of such materials, and I direct that such proof of service be annexed to the minutes of the meeting. Accordingly, the notice of the meeting will not be read. I have been advised that the requisite quorum of shareholders is present and that the meeting is properly constituted for the transaction of business. I have received the scrutineers' report on attendance, and I direct that, that it be annexed to the minutes of the meeting. As the first item of business, I now present to the meeting the audited consolidated financial statements of the corporation for the year ending December 31, 2023, and the report of auditors therein. Copies of the financial statements have been mailed to the shareholders of the corporation and are available under the corporation's profile on SEDAR -- on the SEDAR website. Given the foregoing, it is not proposed that they be read at the meeting but that they be taken as received. Before I move to the next item of business, I will now take a moment to ask that the balloting be open to registered shareholders and duly appointed proxy holders. Okay. The polls are now open. And at this point, all registered shareholders and duly appointed proxy holders who have properly logged in with their control numbers or user names and wish to vote, will be able to see on the screen all motions being brought forward at this meeting. If you have already registered your vote in one of the manners specified in the Management Information Circular, you do not need to vote by electronic ballot at this meeting unless you wish to change your vote. Please register your votes by accessing the voting page and selecting the For, Against or Withhold buttons as applicable next to the relevant resolutions. Although the polls are now open, each item of business will be introduced one at a time, and registered shareholders and duly appointed proxy holders who have properly logged in with their control members or user names will be able to vote on all motions until the closing of the polls, which will occur shortly after the matters to be voted on have been formally put forth before the meeting. I will now move to the next item of business. We will proceed with setting the number of directors. I would ask for a motion to set the number of directors to 5.

I so move.

Thank you, Louis. I will second the motion. I will now move to the next item of business. The following are the names of each person proposed to be nominated for election as a director of the corporation, each to serve as a director until the next meeting of shareholders, at which the election of the directors is considered or until the successor is duly elected or appointed. The 5 directors are Ryan Hamlin, Donald Tringali, Louis Camhi, Michael Apker and Bruce Jaffe. Seeing no further nominations, I declare the nominations for directors closed. I would ask that a motion be brought to approve the election of the directors as set out in the Management Information Circular.

I so move.

Thank you, again, Louis. I will second that, and I will now move on to the next item of business. The next item of business is to appoint the auditors of the corporation for the current year and to authorize the directors to fix their remuneration. I would ask that a motion be brought appointing McGovern Hurley LLP as the auditors of the corporation for the current year.

I so move.

Thank you again, Louis. I will second that. And I will now move to the next item of business. The last item is to approve a special resolution authorizing the corporation to consolidate the corporation's issued and outstanding common shares at a share consolidation ratio to be determined by the Board of Directors of the corporation in its sole discretion. The exact text of the share consolidation resolution is included in the Management Information Circular, which was distributed to shareholders in respect to this meeting. I would ask that a motion be brought to approve the share consolidation resolution as set out in the Management Information Circular.

I so move.

Thank you, Louis. I second that. All right. Registered shareholders and duly appointed proxy holders have been provided with ample time to register your votes. Accordingly, the polls will be closing now in 30 seconds. Once the electronic balloting closes, the voting page will disappear, and your votes will automatically be submitted. I will now pause for 30 seconds while we close the polls. [Voting]

The polls are now closed. I would ask that the scrutineer compile a report on the results of voting on all business matters. Thank you. I've been advised that a sufficient number of the ballots and proxies deposited have been voted in favor of all resolutions considered at the meeting today. Therefore, I declare all of the resolutions to have been carried. I direct that the results of the ballots be annexed to the minutes of the meeting. I would now ask, is there is no further business? Okay. As there is no further business to come before the meeting, I would ask that a motion be brought to terminate the meeting.

I so move.

Thank you, Louis. I second that. Appreciate everyone being on the call today. I declare the motion carried. I now declare this meeting concluded. You may disconnect.

Thank you for attending. This concludes today's call. You may now disconnect.