RIWI Corp. (RIWI) Earnings Call Transcript & Summary

Good morning, everybody, or good afternoon. Thank you. It's Neil Seeman here, Chairman of RIWI. Thank you. So I'm going to call the meeting to order. I'm going to assume Chair of the meeting and call to order so to begin the formal part of the meeting. The Annual General and Special Meeting for the year ended December 31, 2022, will now come to order. Just to -- my name is Neil Seeman, and I am the Chairman of Corporation. I will be acting as Chairman of the meeting. With your approval, I will ask Amber Schaefer, Corporate Secretary of the corporation to act as Secretary for this meeting. With your approval further, I will ask [ Andrew Das ] and [ Jamie Basik ] representatives of Computershare to act as scrutineers of the meeting. Would the Secretary please assure us that the Annual General and Special Meeting has been properly called?

I have before me an affidavit of a representative of Computershare Trust Company of Canada, attesting that a notice calling this Annual General and Special Meeting, together with the information circular and form of proxy were delivered in accordance with the Canada Business Corporations Act and applicable securities laws. Therefore, Chairman, the Annual General and Special Meeting has properly been called.

Thank you. I'm advised that according to the preliminary report of the scrutineer, a quorum is present. The scrutineers' report will be read later when it has been compiled in detail. So I now declare that the Annual General and Special Meeting is regularly called and properly constituted for the transaction of business. Before commencing with the business of the meeting, I would like to ask the Secretary to explain the voting procedures to be followed at the meeting.

There is one outstanding cost of shares of the corporation, common shares, which are entitled to vote. The holders of common shares are entitled to 1 vote for each common share held. Voting will be by show of hands for all matters or by poll where designated or required by law. Each holder of common shares entitled to be present is entitled to vote. On a show of hands, every person who is present and entitled to vote will vote all of the common shares held by them as a single block and a single vote for each matter to be voted upon at this meeting. Section 141 of the Business Corporations Act allows any shareholder or proxyholder entitled to vote at the meeting to demand a ballot either before or after any vote by show of hands. A ballot so required or demanded shall be taken in such a manner as the Chairman shall direct. The bylaws allows a demand for a ballot to be withdrawn at any time before a ballot is taken. If a ballot is taken, each person present shall be entitled in respect of the shares which he or she is entitled to vote at the meeting upon the question, to that number of votes, and the results of the ballot so taken shall be the decision of the shareholders upon the said question.

Thank you. The minutes of the last meeting of the shareholders of the corporation are available for review by any shareholder. Unless someone wishes them read, I hereby move to take the minutes as read and confirmed. Is there any discussion on the motion? In that case, all those in favor, please signify by raising their hand. [Voting]

Against, if any? [Voting]

I declare the motion carried. The next item of business is the presentation of the audited financial statements of the corporation and the report of the auditors thereon for the fiscal year ended December 31, 2022. Copies of the audited financial statements and auditor's report are available from the Secretary. Accordingly, unless someone specifically requests, the auditor's report will not be read to the meeting. Unless there are questions arising from the audited financial statements and auditor's report, I shall consider them received by the shareholders as submitted to this meeting. Thank you. The next item of business is to consider and if deemed advisable to pass an ordinary resolution fixing the number of directors to be elected at the meeting. It is proposed that the number of directors to be elected at the meeting be set at 5 persons. The affirmative vote of a simple majority cast by shareholders who voted in person or by proxy in respect thereof is required in order to pass this ordinary resolution. Accordingly, I ask for a motion that the number of directors to be elected at the meeting be set at 5 persons.

So moved.

Would someone please second this motion?

I second the motion.

Thank you. Is there any discussion on the motion? All those in favor of the motion, please signify by raising their hand. [Voting]

Against, if any? [Voting]

I declare the motion carried. It is now in order to proceed with the election of directors for the upcoming year. The management information circular, which is mailed to shareholders contains the names of and information about management's nominees to the Board of Directors. Management recommends the following 5 individuals each to hold office until the next Annual Meeting of Shareholders. The following individuals have been nominated to be directors of the corporation: Neil Seeman, Annette Cusworth, Gregory Wong, Leonard Murphy and David Kincaid. Any other -- sorry, are there any further nominations? Each of the nominees has previously consented in writing to act as a director. If there are no other nominations, I would ask for a motion that nominations be closed.

So moved.

Thank you. Would someone please second this motion?

I second the motion.

Thank you. Is there any discussion on the motion? All those in favor of the motion, please signify by raising their hand. [Voting]

Thank you. Against, if any? [Voting]

I declare the motion carried. All those in favor of the appointment of Neil Seeman, Annette Cusworth, Gregory Wong, Leonard Murphy and David Kincaid please signify by raising their hand. [Voting]

I declare these individuals elected as directors of the corporation for the ensuing year to hold office until the next annual meeting of the shareholders or until their successors are elected or appointed. The next item of business is the appointment of auditors. It is proposed that the corporation appoint KPMG LLP chartered professional accountants -- sorry, as auditors of the corporation at remuneration to be set by the Audit Committee of the Board of Directors. Accordingly, I ask for the motion of KPMG LLP chartered professional accountants be appointed as auditors of the corporation for the ensuring year and that the Audit Committee of the Board of Directors be authorized to determine the remuneration to be paid to KPMG LLP, chartered professional accounts for the ensuing year.

So moved.

Thank you. Would someone please second this motion?

I second the motion.

Is there any discussion on the motion? All those in favor of the motion, please signify by raising your hand. [Voting]

Against, if any? [Voting]

I declare the motion carried. The next item of business is to consider and if deemed advisable, to pass a special resolution approving the amendment to the articles of the corporation to change the location of the corporation's registered office from the Province of British Columbia to the Province of Ontario. The affirmative vote of not less than 66-2/3% of the votes cast by shareholders who vote in person or by proxy in respect thereof is required in order to pass this special resolution. Accordingly, I ask for a motion that the articles of the corporation be amended to change the corporation's registered office from the Province of British Columbia to the Province of Ontario.

So moved.

Thank you. Would someone please second this motion?

I second the motion.

Is there any discussion on the motion? All those in favor of the motion, please signify by raising your hand. [Voting]

Against, if any. [Voting]

I declare the motion carried. Okay. The scrutineers report reads as follows. Thank you. So that 38 -- sorry, 38 shareholders by proxy representing 4,190,238 shares have voted for total shareholders of 38 -- total shareholders representing -- yes, 4,190,238 shares. Just to clarify, the total issued and outstanding shares as at the record date were 18,004,428. So the percentage of outstanding shares that are represented at the meeting are 23.47%. So I would like to adopt the scrutineer's report and declare accordingly that a quorum is present. Is there any further business? If not, all the business for which this Annual General and Special meetings is called has now been completed. I now call for a motion to conclude the formal portion of the Annual General and Special Meeting of the Corporation.

I move that this meeting be concluded.

Thank you. Would someone please second this motion?

I second the motion.

Thank you. All those in favor, please signify by raising your hand. [Voting]

Against, if any. [Voting]

I declare the formal portion of this Annual General and Special Meeting of the corporation concluded. Thank you for your attendance and continued support. Thank you. Indeed, thank you. So this is the end of the formal portion of the meeting. Thank you very much to those on the phone. I don't know that we -- I see a few people, Amber, Annette, and -- thank you to the scrutineers. We -- Greg, I'm going to turn it over to you in case you would like to entertain any questions just more broadly about the combination there -- should there be any questions which you can answer, but this is the formal part of the meeting.

If anyone has any questions, you can unmute yourself online or if you're in the room, feel free to ask any questions in the Q&A, we'll wait over for a couple of minutes. And if not, we will conclude this portion as well. There's no questions from anyone online or anyone in the room, then we'll just end the meeting, and thank you all for joining us. Have a great day.

Thank you. Thank you very much.