TeraGo Inc. (TGO) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of TeraGo Inc. Annual Special Meeting 2021. Please note that today's meeting is being recorded. During the meeting, we'll have a question-and-answer session. [Operator Instructions] Please also note that all participants are in a listen-only mode. It is now my pleasure to turn today's meeting over to Ken Campbell, Chair of the Board. The floor is yours.

Thanks very much, Justin, and good morning, everybody. It's 11 a.m. Eastern time. So it's time to call the meeting to order. As Justin mentioned, my name is Ken Campbell, I'm TeraGo's Chair of the Board. On behalf of the entire TeraGo Board and executive team, we want to welcome you to our annual meeting. And let you know that I will be presiding this year's meeting chair. This will be my first time as chair of the Shareholders' Meeting. Having taken on the Board chair role this past March. Hopefully, all of you and your loved ones and friends are safe and healthy during these times, especially as I hope we're seeing the light at the end of the tunnel from this pandemic as cases hopefully will improve and our economy will start to open up again. We are holding our AGM virtually again this year. Hopefully, this will be the last year, we'll have to do so. We could look at setting up some sort of hybrid virtual or in-person format next year, where we'll have a chance to meet face to face. Now being a virtual AGM, we want to establish a few rules and procedures for this meeting so that things can go smoothly for everyone. First off, any registered shareholder or duly appointed proxyholder can submit a question via the instant messaging service on the platform we're using to hold the meeting. It may take a few seconds before you see that question on your screen. Second, we will answer questions related to any of the meeting item agenda -- meeting agenda items to be addressed during the meeting. Any questions that are deemed out of order or constitute special business for which advanced notice to fellow shareholders was not provided will not be addressed. Other questions that we can answer about the company can be addressed after the formal meeting concludes. Matt Gerber, our CEO; and Dave Charron, our CFO, are also here and they can address these other questions at the conclusion of the meeting. We encourage all shareholders to e-mail us with questions at [email protected], again, [email protected]. So that Matt and Dave can correspond with you directly about your specific questions. For this meeting, we will be handling all voting electronically. Any shareholders or proxy holders that have not voted yet can vote electronically when we open up the polling. If you have already voted in advance of this meeting with your control number, there's no need to vote again today unless you change your mind on the resolution. Voting today will cause your previous votes to be revoked and replaced with today's ballot selections. I just want to ask -- I'd ask if there are any questions on how this will work for today's meeting. Being none, let's get going with today's business, which is described in the company's circular dated May 26, 2021. Mark Lau, our VP of legal, will act as Secretary for this meeting. Computershare Investor Services through its rep, Matthew Gemmell, will act the scrutineer to tally up the votes and will report the results to me and Mark. To keep things moving today, I will move and second all questions, which we will then put to vote. So the notice of meeting. The notice calling this meeting, the circular and a proxy or voting information form were mailed starting on June 2, 2021, to each shareholder that we had a record of on May 26, 2021, otherwise known as a record date. Unless anyone has any objections, I'm going to dispense with the formal reading of that notice. Proof of service of those documents will be attached to this -- will be attached to the meeting minutes. These documents are also available under the company's profile on the set of website or the company's Investor Relations page at www.terago.ca. Moving on to the scrutineer's report on attendance. I've been told that we have more than the minimum requirement of today of 2 shareholders present at this virtual meeting, and therefore, a quorum is present to conduct today's business. The scrutineers' report and attendance will be annexed to the minutes of this meeting. So we'll proceed to the next point. Financial statements. The first item on our agenda today is the presentation of our audited consolidated financial statements for 2020, along with the auditor's report and the MD&A. These documents have been mailed to certain shareholders that requested paper properties. But it's no others -- sorry, but most shareholders had access these electronically and set our -- via the company's website. Moving on from financial statements to the fixing of the number of directors of the company. The next item on our agenda is establishing a number of directors of the company. Currently, the company has 6 directors, along with 1 vacancy. The articles of the company permit a minimum of 1 and a maximum of 10. We are proposing to keep the number at a total of 7 directors of the Board. Now if there are no questions about the number of directors, I will move and second a motion to fix the number of directors of the company at 7, and we will open the polls to voting by ballot. Computershare, please have the polls open. The polls are open. [Voting]

Now we'll move to the next item on the agenda, which is the election of directors. Matthew Gerber, Michael Martin, Gary Sherlock, Laurel Buckner, Richard Brekka, Martin Pinnes and I have been nominated as directors for this coming year or until successors are elected or appointed. Each of the persons nominated has confirmed that he or she is prepared to serve as a director. Now are there any other shareholders who wish to make a further director nomination. Since there are no further nominations, the nominations are now closed. I move and second a motion to elect these directors. Please cast your votes now for each director on the ballot. [Voting]

The next item of business is the appointment and remuneration of our auditors. It's proposed that the company's current auditors, KPMG LLP, chartered accountants, be reappointed. I'll move and second a motion to reappoint KPMG LLP as auditors to hold office until the close of the next Annual Meeting of Shareholders and that the Board be authorized to fix their fees. Unless there are any questions, please cast your vote now on the auditors while I move to the final item of business. [Voting]

Okay. The final item of business, the approval to amend the Share Option Plan. Now the company is seeking shareholder approval to amend its current Share Option Plan in order to reserve 300,000 additional common shares issuable upon the vesting and exercise of such options. Details in particular, are set out in the circular, the 300,000 additional shares represent a de minimis increase of shares reserved for issuance, representing approximately 1.5% of the current issued and outstanding. The exact text of the shareholders' resolution called the share option plan resolution is found in the circular on Page 11. Are there any questions about this proposal? Okay. If not, I will move and second the motion for the approval of the share option plan resolution, which will amend the share option plan and will reserve 300,000 common shares of the company for issuance under the plan. Please cast your votes now for this last resolution. [Voting]

Okay. Last call for voting. Again, with the polls opened, registered holders and proxy holders who properly logged in with their control numbers or user names should be able to see all motions that are being proposed. We'll give everyone another minute or so to register their votes. Once the electronic balloting closes, the voting will disappear -- the voting page will disappear and your votes will be automatically submitted. So we'll give it to you a minute for this. [Voting]

Okay. Polls are now closed. Thanks, everyone. Our scrutineer will now compile the voting results report. Please hang tight for a few moments while they get that process completed. I've been advised by the scrutineer that the ballots and proxies deposited for the meeting have been voted in favor of the resolutions, and therefore, the following resolutions are passed. One, the number of directors of the company is fixed at 7; two, each of Ken Campbell, Matthew Gerber, Michael Martin, Gary Sherlock, Laurel Buckner, Richard Brekka, and Martin Pinnes have been elected as directors of the company to serve until the next Annual Meeting of Shareholders or until their successors are elected or appointed; three, KPMG has been reappointed as the company's auditors and the Board has been authorized to fix the remuneration; and four, the share option plan resolution is approved. The results of the voting will also be announced in a press release in accordance with the rules of the TSX and will be filed on SEDAR. Now this wraps up the formal part of the meeting, as there is no further business to come before the meeting, I move and second that this meeting now terminate. I'm going to turn the meeting over to Matt to address other questions we've received. Matt, are you there?

I am. Thanks, Ken. I appreciate it. So before we get to other questions, I also just want to take a second here to thank all the shareholders and guests that are on the call. We really appreciate your support both this year and prior years as you've held shares for more than the past year. We now move to questions at this point from registered shareholders and proxy holders. I don't see any questions. So maybe give it a few seconds to see if anybody wants to submit a question, wait a few seconds here. So at this point, it doesn't look like anything else is going to be asked. If you're out there as a guest and you're a shareholder, Ken mentioned earlier that you can reach us through the e-mail, and we'd certainly be happy to respond to that or schedule some time to have a call. So with that, I think that concludes the informal part of the meeting and pass it back over to the moderator to close the call out.

Thank you so much. This concludes the meeting. You may now disconnect. Thank you.