TeraGo Inc. (TGO) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of TeraGo Inc. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtained all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. [Operator Instructions] It is now my pleasure to turn today's meeting over to the Chair of the Board of TeraGo Inc., Ken Campbell. Mr. Campbell, the floor is yours.

Good morning, everyone. It's now 11:00 a.m. Eastern Time. So time to call the meeting to order. As was mentioned, my name is Ken Campbell, TeraGo's Chair of the Board. On behalf of the entire TeraGo Board and the executive team, we want to welcome you to this annual and special meeting of the shareholders of the company and let you know that I will be presiding as meeting chair. We're holding our annual -- our AGM virtually again this year. But hopefully, it will be the last year we will have to do so, and we can look at setting up -- sorry, setting up some sort of hybrid virtual and in-person format next year, where we'll be able to meet some of you face-to-face. Being a virtual AGM this year, we do want to establish a few rules and procedures for this meeting so that things can go smoothly for everyone. Any registered shareholder or duly appointed proxy holder can submit a question via the instant messaging services on the platform we're using to hold this meeting. It may take a few seconds before you see that question on your screen. We will answer questions related to any of the 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, is also here with me and can address those other questions at the conclusion of the meeting. We encourage all shareholders to e-mail questions to us at [email protected], so that Matt and other executive can correspond with you directly about 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 pooling. If you've already voted in advance of the meeting with your control number, there is no need to vote again today unless you have changed your mind in the resolution. Voting today will cause your previous votes to be revoked and replaced with today's ballot selections. Are there any questions on how this will work for today's meeting? Seeing none, let's get going with today's business, which is described in the company's management information circular dated May 11, 2022. [indiscernible] our General Counsel, will act as Secretary for this meeting. Computershare Investor Services through its representative Dale Loyol will act as scrutineer to tally up the votes and will report the results to me and [indiscernible] To keep things moving today, I will move and second all motions, which we will then put to a vote. The notice calling this meeting, the circular and a proxy or voting information form were mailed starting on May 18, 2022 to each shareholder that we had a record of on May 11, 2022, otherwise known as the 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 in the meeting minutes. These documents are also available under the company's profile on the SEDAR website or on the company's Investor Relations page at www.terago.ca. Point three, on the agenda, the scrutineer's report on attendance. I've been told we have more than the minimum requirement of 2 shareholders present at this virtual meeting, and therefore, a quorum is present to conduct today's business. The scrutineer's report on attendance will be annexed to the minutes of this meeting. Point 4 on our agenda, financial statements. The first item on our agenda today is the presentation of our audited consolidated financial statements for 2021, along with the auditor's report and the MD&A. These documents have been mailed to certain shareholders that requested paper copies. Most shareholders have received access to these electronically on SEDAR or through the company's website. The next item on our agenda point is the fixing of the number of directors in the company. Currently, the company has 7 directors. 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 for the Board. 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. [Voting]

Point 6, the election of directors. We'll now move to the next item on the agenda, which is the election of directors. Matthew Gerber, Gary Sherlock, Laurel Buckner, Richard Brekka, Martin Pinnes, [ Pietro Cordova ] and I have been nominated as directors for this company 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. I'd ask if there are 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 directors. Please cast your votes now for each director on the ballot. [Voting]

The next item on our agenda is the appointment and remuneration of our auditors. It's proposed that the company's current auditors, KPMG, chartered accountants be reappointed. I'll move and second a motion to reappoint KPMG 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]

The final item, the approval of amendment to the Articles of Incorporation and share structure. The company is seeking shareholder approval to amend its current Articles of Incorporation and share structure by removing the class of shares called Class B voting shares. Are there any questions about this proposal? If not, I will move and second a motion for the approval of the amendment to the company's Articles of Incorporation, which will remove from its authorized capital, the class of shares designated as Class B voting shares and the rights, privileges, restrictions and conditions attached to the Class B voting shares. Please cast your votes now for this last item of business. [Voting]

Okay, thank you. Last call for voting. Again, with the polls open, registered holders and proxyholders who have 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 page will disappear, and your votes will be automatically submitted. [Voting]

Okay. Polls are now closed. Computershare, can you close the polls, please. Thanks, everyone. Our scrutineer will now compile the voting results report. Please hang tight for a moment while we get this process completed. Okay. 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. The number of directors of the company is fixed at 7. Each of Ken Campbell, Matthew Gerber, Gary Sherlock, Laurel Buckner, Richard Brekka, Martin Pinnes and [ Pietro Cordova ] 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. KPMG has been reappointed as the company's auditors and the Board has been authorized to fix their remuneration. And finally, the amendment of the Articles of Incorporation and share structure, removing the class of shares calling the -- called the Class B voting shares is approved. The results of the voting will also be announced in the press release in accordance with the rules of the TSX and will be filed on SEDAR. 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 will also turn the meeting over to Matt to address any other questions we've received.

Thanks, Ken. At this point, I don't see any other questions. So if any shareholder out there wants to ask a question, please input that into the dashboard, and we can certainly address that. I don't see anything coming through, Ken. So I think we can adjourn.

Okay. Thank you very much, everybody, and the meeting therefore is adjourned. Thank you, Matt.

Okay. Thanks. Thanks, everybody.

This concludes the meeting. You may now disconnect.