Sphere 3D Corp. (ANY) Earnings Call Transcript & Summary

Welcome to the 2023 Special Meeting of Shareholders of Sphere 3D Corp. Please note that the meeting is being recorded. I would like to introduce Duncan McEwan, Chair of today's meeting. Mr. McEwan, the floor is yours.

Thank you. Good morning, everyone, and welcome to the special meeting of the shareholders of Sphere 3D Corporation. My name is Duncan McEwan, and I am Chairman of the Board. Also attending the meeting today are our superb CEO, Patricia Trompeter and members of the Board of Management. We are pleased to host the meeting through TSX Trust Company's virtual meeting platform accessible to all our shareholders regardless of physical location. To participate, submit questions and vote. I officially call the meeting to order and appoint Jason Meretsky, Canadian Corporate Counsel to act as Secretary of the meeting and Amy Kam of TSX Trust Company to act as scrutineer at the meeting. Only registered shareholders who held shares in their name as of May 4, 2023, being the record date of this meeting or their validly appointed proxy holders shall be entitled to vote at this meeting. A notice describing how to access the company's proxy materials over the internet and how to request a paper copy of the proxy materials was mailed on May 12, 2023, to the registered shareholders of record as of May 4, 2023. A declaration attesting to such mailing has been provided by the TSX Trust Company, and I hereby direct the secretary to append the declaration of mailing as Schedule A to the minutes of this meeting. The company's bylaws provide that a quorum of the meeting shall consist of not less than 2 persons present and holding or representing by proxy, not less than 33.33% of the total number of outstanding common shares having voting rights at the meeting. The scrutineer has provided a report indicating that a quorum of shareholders is present. The scrutineers report on quorum is available for inspection by any the shareholder following the meeting. Due to notice having been given and a quorum being present, I declare this special meeting of shareholders to be regularly called and properly constituted for the transaction of business. The business of this meeting is: one, to approve a share consolidation of the company's common stock; two, to approve a name change of the company; three, to approve an amendment of the company's bylaws, and four, to approve the LDA transaction. We will conduct the votes on the matters before us by a poll. In a poll, each registered shareholder or their duly appointed proxy holder is 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. Click the voting button on the left menu on your screen when the poll is announced. This will allow you to choose to vote on each resolution immediately or wait until conclusion of discussions on each resolution prior to casting your vote. There will be an opportunity for registered shareholders and duly appointed proxy holders to ask questions on each resolution in turn. [Operator Instructions] Once discussion on all items of business has concluded, I will give you a minute to enter your votes and then declare voting closed on all resolutions. The results of the meeting will be released today on EDGAR and SEDAR. We will run through each of the items on the agenda in turn, responding to questions on that item of business while it is before the meeting. I now declare the polls open on all resolutions. Registered shareholders and duly appointed proxy holders, please click on the voting button in order to cast your votes. If you have already submitted your votes in advance and do not wish to change your vote, you do not need to take further action. The first item of business is to pass the special resolution to amend the articles of the company to potentially consolidate the company's common shares. As Chair, I propose the following motion: that the shareholders pass a special resolution authorizing an amendment of the articles of the company to potentially consolidate the company's common shares on a 1 new common share for up to 10 old common shares basis to become effective as an exact ratio and a date to be determined by the Board of Directors of the company. All this is as more particularly [indiscernible] proxy statement on Pages 9 through 13. This resolution must be passed by not less than -- I'm sorry about that.

Jason, you're not on mute.

Oh, I'm not on mute.

That's our Corporate Counsel, everybody, so we'll just carry on.

Oh, sorry.

So we are going through the share consolidation. The resolution must be passed by not less than 2/3 of the votes cast by shareholders. Are there any questions? If there are no questions, please cast your votes. [Voting]

The next item of business is to pass the resolution -- special resolution to change the name of the company. As Chair, I propose the following motion: that the shareholders pass a special resolution authorizing an amendment of the articles of the company, providing for a change of name of the company as more particularly described in the proxy statement on Page 14. This resolution must be passed by not less than 2/3 of the votes cast by shareholders. Are there any questions? If there are no further questions, please cast your votes. [Voting]

The next item of business is to pass the resolution to amend the bylaws of the company. As Chair, I propose the following motion that the shareholders pass a resolution authorizing an amendment of the bylaws of the company as more particularly described in the proxy statement on Page 15. This resolution must be passed by a majority of the votes cast by shareholders. Are there any questions? If there are no questions, please cast your votes. [Voting]

The final item of the business is to pass the resolution to approve the LDA transaction. As Chair, I propose the following motion: that the shareholders pass the resolution to approve the issuance and sale of a senior convertible promissory note in the principal amount of $3 million and common share purchase warrants granting the right to acquire 3,191,489 common shares to LDA Capital Limited, as more particularly described in the proxy statement on Pages 16 through 18. This resolution must be passed by a majority of the votes cast by shareholders. Are there any questions? If there are no questions, please cast your votes. [Voting]

For those of you who have not voted on all of the resolutions, please do so now as I will shortly close the poll. I will close the polls on all resolutions in 10 seconds to allow online viewers to catch up. [Voting]

I now instruct the scrutineer to close the polls. The scrutineer has advised that all resolutions have been carried. And as there is no further business to be brought before the meeting, I declare that this meeting is terminated. Thank you.

Thank you for attending today's meeting. You may now disconnect.