QuickFee Limited (QFE) Earnings Call Transcript & Summary

Everybody. Welcome to this Extraordinary General Meeting of QuickFee Limited. I'm Dale Smorgon, the Chairman of the company. I'd like to introduce my fellow directors: Bruce Coombes, Managing Director of Australia who's online dialing in from somewhere, I think, vastly warmer than we're experiencing here in Melbourne; and Michael McConnell, Non-Executive Director, who's also dialing in via video link. I actually am also via video link from Melbourne, so I'm going to pass to Simon Yeandle, Company Secretary and our Chief Financial Officer, who will chair this meeting. Simon, over to you.

Thank you, Dale. I ask that all attendees switch their mobile phones to silent, and I will now move on to the formal business of the meeting. . I'm advised that Notices of Meeting have been properly dispatched and that a quorum of members is present and call the meeting to order. All shareholders have had an opportunity to submit voting instructions via proxy. And before each resolution is put to a vote, we will display the proxy voting instructions on the screen for your information. The proxy instruction forms received are held by the company secretary and are available for inspection. Voting on each resolution at today's meeting will be conducted via poll immediately prior to the conclusion of the meeting. For those who are physically in attendance at the meeting, you will be able to submit a voting card, which will be collected by representatives from the company's share registry, BoardRoom Limited. Shareholders who are viewing the meeting of our webcast will not be able to vote in real time. There will be an opportunity for shareholders or their representatives who are physically present today to ask questions or make comments in relation to the resolutions. If you wish to do so, I ask that you identify yourself by name and whether you are a shareholder, proxy holder or corporate representative and how many shares you either own or represent. Shareholders who are not in attendance have had an opportunity to submit questions to the company ahead of the meeting. No questions were received. The Notice of Meeting has been circulated to all shareholders. I would like to take Notice of Meeting as having been read. We now move to the resolutions to be booked to shareholders. Resolution 1 concerns the ratification of prior issue of placement shares. On Wednesday, the 4th of June, 2025, the company announced that it has successfully raised AUD 1.25 million before costs via a 2-tranche placement of fully paid ordinary shares in the company at an issue price of $0.05 to institutional and sophisticated investors. The company raised AUD 891,000 before costs in the first tranche of the placement, which completed on Wednesday, 11th of June, 2025, that's tranche 1, via the issue of 17,820,000 placement shares in reliance on Listing Rule 7.1A. Shareholder approval is being sought under Resolution 1, to approve and ratify the prior issue and allotment of 17,820,000 placement shares under ASX Listing Rule 7.1A. Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. Listing Rule 7.4 allows the shareholders of a listed company to approve the issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company's capacity to issue further equity securities without shareholder approval under Listing Rule 7.1. The company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approvals of such issues under Listing Rule 7.1. And to this end, this resolution seeks shareholder approval to subsequently approve the issue of placement shares for the purposes of Listing Rule 7.4. I invite any questions in relation to the issue of shares under the placement or specifically in relation to Resolution 1. No questions? The total number of valid proxies which have been received and recorded and are exercisable for this resolution are shown on the screen. The exact wording of Resolution 1 is set out in the Notice of Meeting, and I'll now put that resolution to the meeting. The vote on this resolution will be conducted by way of a poll immediately prior to the conclusion of the meeting. Resolution 2 concerns the ratification of agreement to issue warrants. As announced on 4th of June, 2025, the company signed a AUD 5 million term loan facility agreement, named as the Francorp term loan, with a fund of Francorp Capital Group, a specialist financial services growth investor. The Francorp term loan will provide additional liquidity to support loan growth and positive momentum in the business. As part of the Francorp term loan, the company agreed to issue 5 million share warrants to Francorp based on a notional value of AUD 250,000, utilizing existing capacity under ASX Listing Rule 7.1, with each warrant exercisable into 1 share for nil consideration. This resolution proposes that the shareholders of the company approve and ratify the agreement to issue 5 million warrants to Francorp Specialized Finance Fund PTY Limited. All of the warrants were agreed to be issued by utilizing the company's existing capacity under Listing Rule 7.1. The company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval of such issues under Listing Rule 7.1. And to this end, Resolution 2 seeks shareholder approval to subsequently approve the agreement to issue warrants to Francorp for the purposes of Listing Rule 7.4. I invite any questions in relation to the issue of warrants or specifically in relation to Resolution 2. The total number of valid proxies which have been received and recorded and are exercisable for this resolution are shown on the screen. The exact wording of Resolution 2 is set out in the Notice of Meeting, and I now put that resolution to the meeting. The vote on this resolution will be conducted by way of poll immediately prior to the conclusion of this meeting. Resolutions 3 to 5 concern the approval of the issue of director placement shares. As mentioned earlier, regarding Resolution 1, the company successfully completed the first tranche of the placement of 17,820,000 placement shares on 11th of June, 2025. Resolutions 3, 4 and 5 seek shareholder approval for the director participation in that placement as follows. Resolution 3 concerns the participation in the placement of Mr. Dale Smorgon, Non-Executive Chairman or his nominee, for AUD 175,000, being 3.5 million director placement shares. Resolution 4 concerns the participation in the placement of Mr. Bruce Coombes, Executive Director and Managing Director or his nominee, for AUD 84,000, being 1.68 million director placement shares. And Resolution 5 concerns the participation and the placement of Mr. Michael McConnell, Non-Executive Director or his nominee, for AUD 100,000, being 2 million director placement shares. ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval prior to the issue of securities to a related party of the company. A related party includes a director of the company. Resolutions 3 to 5 seek the required shareholder approval to the issue of these director placement shares under and for the purposes of ASX Listing Rule 10.11. Resolution 3 specifically seeks approval for the issue of 3.5 million shares to Dale Smorgon and/or his associates, all at an issue price of $0.05, each on the same terms as all other placement participants other than a delay in timing of the issue due to the requirement for shareholder approval. I invite any questions in relation to the issue of shares to Dale Smorgon under the placement. Any questions? Before I put the motion to a vote, I advise that the total number of valid proxies which have been received and recorded and are exercisable for this resolution are shown on the screen. The exact wording of Resolution 3 is set out in the Notice of Meeting, and I now put that resolution to the meeting. The vote on this resolution will be conducted by way of a poll immediately prior to the conclusion of this meeting. Resolution 4 seeks approval for the issue of 1.68 million shares to Bruce Coombes and/or his associates, all at an issue price of $0.05, each on the same terms as all other placement participants other than the delay in timing of the issue due to the requirement for the shareholder approval. I invite any questions in relation to the issue of shares to Bruce Coombes under the placement. There are no questions. Before I put the motion to a vote, I advise that the total number of valid proxies which have been received and recorded and are exercisable for this resolution are shown on the screen. The exact wording of Resolution 4 is set out in the Notice of Meeting, and I'll now put that resolution to the meeting. The vote on this resolution will be conducted by way of a poll immediately prior to the conclusion of the meeting. Resolution 5 seeks approval for the issue of 2 million shares to Michael McConnell and/or his associates, all at an issue price of $0.05, each on the same terms as all other placement participants other than the delay in timing of the issue due to the requirement for shareholder approval. I invite any questions in relation to the issue of shares to Michael McConnell under the placement. There are no questions. Before I put the motion to a vote, I advise that the total number of valid proxies which have been received and recorded and are exercisable for this resolution are shown on the screen. The exact wording of Resolution 5 is set out in the Notice of Meeting, and I now put that resolution to the meeting. The vote on this resolution will be conducted by way of a poll immediately prior to the conclusion of the meeting. Now that all resolutions have been put to the meeting, I declare that the poll for voting on each resolution is now open for voting. If all shareholders or representatives of shareholders present at the meeting could please provide your voting card for collection and counting. There are no voting cards being collected. So I conclude that all votes have been counted, and I declare that each resolution has been passed by the requisite majority. The exact results of voting on each resolution are being displayed on the screen now. These results will be announced to the ASX following the meeting. Ladies and gentlemen, that concludes the formal business of the meeting. Directors would be pleased to take any questions you may have regarding the company after the meeting. I thank you all for your attendance, and I now declare the meeting to be closed.