TeraGo Inc. (TGO) Earnings Call Transcript & Summary

Hello and welcome to the Annual General and Special 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 Ken Campbell. The floor is yours.

Thank you very much and good morning, everybody. It's 11:00 a.m. Eastern Time and so it's time to call this meeting to order. As was mentioned, my name is Ken Campbell, I'm 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 today. We are holding this AGM virtually again this year and being a virtual AGM, we want to establish a few rules and procedures for the meeting so that things can go smoothly for everyone. First off, any registered shareholder or duly appointed proxy holder could 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 agenda items to be addressed during the meeting. Any questions that are deemed out of order or constitutes special business for which advance 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. Then Vucinic, our new CEO; and Phil Jones, our CFO, are also here, thanks, gentlemen, for being here today and they can address those questions at the conclusion of any meeting. We encourage all shareholders to e-mail questions as well to us at [email protected], that's [email protected] so that Dan and Phil can correspond with you directly if you have any 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've already voted in advance of this meeting with your control number, there's no need to vote again unless you've changed your mind on the resolution. Voting today will cause your previous votes to be revoked and replaced with today's ballot selections. Now are there any questions on how this will work for today's meeting? Seeing one, I'll stick going with today's business, which is described in the company's management information circular dated May 15, 2023. Shaunik Katyal, our General Counsel, will act as Secretary for this meeting. Computershare Investor Services through its rep, Dale Loyol will act as a scrutineer to tally up the votes and will report the results to me and Shaunik. 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 15, 2023, to each shareholder that we had a record of on May 5, 2023, otherwise known as the record date. Unless anyone has any objections, I'm going to dispense with the formal reading of that notice. Now proof of service of those documents will be attached to the meeting minutes. These documents are also available under the company's profile on the SEDAR's website or on the company's Investor Relations page at www.terago.ca. I've been told that we have more than the minimum requirement of 2 shareholders presence at this virtual meeting and therefore, a quorum is present to conduct today's business. The scrutineers' report on attendance will be annexed to the minutes of this meeting. Point 4, the financial statements. The first item on our agenda today is the presentation of our audited consolidated financial statements for 2022, along with the auditors' report and the MD&A. These documents have been mailed to certain shareholders that requested paper copies but most shareholders have access to these electronically on SEDAR or via the company's website. The next item on the agenda after the financial statements is fixing the number of directors of 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]

We'll now move to the next item on the agenda, which is the election of Directors. Dan Vucinic, Martin Pinnes, Pietro Cordova, Tina Pidgeon, Jim Watson, Fred Hrenchuk 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. Are there any share -- 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 the 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 pass your vote now on the auditors while I move to the final item of business. [Voting]

Increasing the number of shares reserved for issuance under the directors' share compensation program, is the next item on the agenda. The total number of common shares currently reserved for the issuance under the directors' share compensation program is 800,000. To date, an aggregate of 751,333 common shares have been issued under the directors' share compensation program, representing approximately 3.8% of the issued and outstanding common shares as at the record date. Accordingly, 48,667 common shares remain available for issuance pursuant to the directors' share compensation program. In order to enable the corporation to continue its practice of paying directors retainer fees and common shares and thereby to maintain an alignment of interest between directors and shareholders, we are proposing to increase the number of common shares reserved for issuance under the directors' share compensation program by an additional 300,000 common shares for a total of 1.1 million common shares reserved for issuance under the directors' share compensation program. Again, with the polls open, registered holders and proxyholders who have properly logged in with their control numbers or usernames should be able to see all the motions that are being proposed. We'll give everyone another minute to register their votes. Once the electronic balloting closes, the voting page will disappear and your votes will be automatically submitted. I'll pause for a minute for those votes. [Voting]

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. Thank you. 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 now fixed at 7. Two, each of Ken Campbell, Dan Vucinic, Martin Pinnes, Pietro Cordova, Tina Pidgeon, Jim Watson and Fred Hrenchuk 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 their remuneration. And four, the number of common shares reserved for issuance under the directors' share compensation program has been increased by an additional 300,000 common shares for a total of 1.1 million common shares reserved for issuance under the directors' share compensation program. 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 will also turn the meeting over to Dan to address other questions we have received. And welcome Dan to the team.

Thank you, Ken. Hello, everyone. This is Dan Vucinic speaking. I just want to let everyone know how excited I am about the opportunity ahead of us to drive significant value creation. And I want to thank all of the TeraGo shareholders for their support. Now let's move to the Q&A portion. I ask that attendees who would like to ask a question, use the messaging feature of the virtual interface to do so. Or as Ken referenced earlier, we would also be happy to address any questions afterwards via e-mail or one-on-one phone call. When asking your question, please include your name, entity you represent, if any and confirm you're a registered shareholder or a duly appointed proxyholder. Please keep your questions short and to the point. For each question we answer, we will summarize the question, read it out loud and including the name of the person who asked the question and if applicable, the entity of such person represents. I'll pause for a moment. There does not seem to be any questions.

This concludes the meeting. You may now disconnect.