Realbotix Corp. (XBOTF) Earnings Call Transcript & Summary

July 11, 2023

OTC Pink Market US Industrials shareholder_meeting 9 min

Earnings Call Speaker Segments

Operator

operator
#1

Welcome to Tokens.com Corp Annual General and Special Meeting of Shareholders. Please go ahead.

Andrew Kiguel

executive
#2

Thank you. Good morning, everyone. Welcome to the 2023 Annual General Meeting and Special of Tokens.com. I'd like to call the meeting to order. My name is Andrew Kiguel, I'm the CEO and Director of the company and will act as Chair of the meeting. For this year, we are hosting the meeting solely through this virtual meeting platform, which is accessible to all of our shareholders regardless of their physical locations. During the meeting, registered shareholders and duly appointed proxy holders may submit questions by clicking on the question icon, typing in and submitting their question or comment. Given the virtual format in order for us to address as many questions as we can, we would encourage shareholders who have a specific question on the item of business to be discussed and voted on at today's meeting to submit their questions now. All questions will be screened by designated moderators who may accept, reject or defer any questions in their discretion. In accordance with the company's bylaws, Martin Bui, Tokens' Chief Financial Officer and Secretary, will act as Secretary of the meeting, and I appoint Stacey Diocampo of Odyssey Trust Company to act as scrutineer of the meeting. I have received an affidavit from Odyssey as to the due mailing to shareholders of the notice of the meeting and form of proxy for the meeting. The management information circular for the meeting, together with the 2022 annual financial statements and related auditor's report were made available through the notice and access system. They are also available on SEDAR and on the company's website. I request that a copy of the notice of the meeting, together with the affidavit attesting to the mailing of the notice and the form of proxy, be kept by the Secretary with the records of the meeting. Only registered shareholders as of May 25, 2023, being the record date for the meeting or their duly appointed proxy holders, are entitled to vote at this meeting. The company's bylaws provide that a quorum for the transaction of the business at the meeting of shareholders is 2 or more persons present or represented by proxy that are authorized to cast at least 5% of the shares entitled to be voted at the meeting. The scrutineer has provided a report regarding the shareholders' attendance at that meeting -- at the meeting. Based on the preliminary calculation of the proxies received to date, the scrutineer reports that a quorum is present. I accept the scrutineer's report and declare that a quorum of shareholders is present. I also declare this meeting to be properly called and duly constituted for the transaction of business. The scrutineer's report will be provided to the Secretary of the meeting and will be incorporated into the meeting -- in the minutes of the meeting. To facilitate the formal business of the meeting, Mr. Jimmy Vaiopoulos, who has been duly appointed as the proxy holder for the meeting will propose the formal motions. We will conduct the votes on the matters before us by a poll. On a poll, every shareholder, entitled to vote on the matter, has 1 vote in respect of each share entitled to be voted on the matter and held by that shareholder. The poll will be open for all resolutions at the same time. This will allow you to choose to vote on each resolution immediately or wait until the conclusion of the discussion on each resolution prior to casting your vote. Once the discussion on all items of business have concluded, I will give you a final minute to enter your votes and then declare voting close on all resolutions following which we will announce the voting results. I now declare the polls open on all resolutions. If you voted your shares prior to the meeting, you do not need to vote again now unless you would like to change your vote. The first item of business in the presentation of the company's audited consolidated annual financial statements for the year ended September 30, 2022, together with the auditor's report thereon. The financial statements are available under Tokens.com's profile on SEDAR at www.sedar.com. I now place the financial statements together with the auditor's report before the meeting. I ask the secretary to keep a copy of these statements within the meeting -- the minutes of this meeting. The next item of business is to fix the number of directors. The resolution proposed in the notice of meeting information circular was to fix the number of directors at 5. Mr. Vaiopoulos, would you please make a motion?

Demetrios Vaiopoulos

executive
#3

I move that the setting of the number of directors of the company at 5 be authorized and approved.

Andrew Kiguel

executive
#4

A motion has been made to set the number of directors of the company at 5. Mr. Bui, have we received any questions related to this item of business?

Martin Bui

executive
#5

No, Mr. Chair. There's no questions.

Andrew Kiguel

executive
#6

Thank you, everyone. Please cast your vote on item 1. [Voting]

Andrew Kiguel

executive
#7

The next item of business is the election of directors of the company to hold office until the next Annual General Meeting or until such directors' earlier death, resignation or removal. I would like to propose that management's nominees as stated in the information circular being myself, Frederick Pye, Jimmy Vaiopoulos, Andrew D'Souza, Emma Todd, each of whom is consented to act as a director of the company, be put forward for nominations as directors of the company. Mr. Vaiopoulos, would you please propose the nominations for the election of directors?

Demetrios Vaiopoulos

executive
#8

Mr. Chair, I nominate Andrew Kiguel, Frederick T. Pye, Jimmy Vaiopoulos, Andrew D'Souza, and Emma Todd for election as directors of the company to hold office until the next annual meeting of the company's shareholders or until their earlier death, resignation or removal.

Andrew Kiguel

executive
#9

Thank you. As no notice of additional director nominees was received, in accordance with the advanced notice of provisions of the company's bylaws, I declare the nominations closed. Mr. Bui, have we received any questions related to this item of business?

Martin Bui

executive
#10

No, Mr. Chair, there's no questions.

Andrew Kiguel

executive
#11

Thank you, everyone. Please cast your votes on item 2. [Voting]

Andrew Kiguel

executive
#12

Appointment of auditor. The next item of business is to appoint the auditor of the company's current fiscal year. As noted in the information circular, management has proposed that Raymond Chabot Grant Thornton LLP be appointed as the auditor of the company for the fiscal year ending September 30, 2023, and remuneration to be fixed by the Board. Mr. Vaiopoulos, would you make -- please make a motion?

Demetrios Vaiopoulos

executive
#13

I move that the appointment of Raymond Chabot Grant Thornton LLP as auditor of the company for the fiscal year ending September 30, 2023, at a remuneration to be fixed by the Board or hold office until the next Annual General Meeting of Shareholders or their earlier death, resignation or removal.

Andrew Kiguel

executive
#14

A motion has been made to appoint Raymond Chabot Grant Thornton LLP as auditor of the company at a remuneration to be fixed by the Board. Mr. Bui, have we received any questions relating to this item of business?

Martin Bui

executive
#15

No, Mr. Chair, there's no questions.

Andrew Kiguel

executive
#16

Thank you, everyone. Please cast your votes on item 3. [Voting]

Andrew Kiguel

executive
#17

For those of you who have not voted on all the resolutions, please do so now as we will close the polls on all resolutions in 10 seconds. [Voting]

Andrew Kiguel

executive
#18

Okay. The polls are now closed. We will wait a few moments to allow the scrutineer to provide the preliminary voting results to the Secretary. Mr. Bui, when you have received it, if you could please provide the preliminary voting results.

Martin Bui

executive
#19

Mr. Chair, based on the preliminary report of the scrutineer, all items voted upon at the meeting have received more than the number of votes required, and therefore, all items are passed. The final voting results will be posted under the company's SEDAR profile at www.sedar.com.

Andrew Kiguel

executive
#20

Thank you, Mr. Bui. In light of the results of the voting, I now declare that the number of directors is set at 5, that the 5 director nominees proposed by management for election being myself, Frederick Pye, Jimmy Vaiopoulos, Andrew D'Souza, and Emma Todd, have been duly elected as directors and that Raymond Chabot Grant Thornton LLP is appointed as auditor of the company until the next Annual General Meeting or until their successors are appointed at a remuneration to be fixed by the Board. A final report to be furnished by the scrutineer subsequent to the meeting will be incorporated into the minutes of the meeting. Is there any other business that may be properly brought before the meeting? Mr. Bui, have we received any questions regarding other matters of business to come before this meeting?

Martin Bui

executive
#21

No, Mr. Chair, there's no questions.

Andrew Kiguel

executive
#22

Thank you. Since there's no other business to come before the meeting, I declare that this meeting is concluded and terminated. I wish to thank you all for taking the time to attend our virtual meeting today.

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