TerrAscend Corp. (TSND) Earnings Call Transcript & Summary

Good afternoon, and welcome to the 2023 Annual and Special Meeting of the Common Shareholders of TerrAscend Corp. My name is Jason Wild, and I am the Executive Chairman as well as a Director of the corporation. Given that we wish to engage with as many of our shareholders as possible regardless of their physical location, this meeting is being held again this year as a completely virtual meeting. This virtual meeting will be concluded in the same manner as our 2022 Annual Meeting. Our goal is to replicate the experience you would have if today's meeting were being held in person. If any shareholder or proxyholder has any technical issues with voting or submitting a question during this meeting, please click on the support button under the information section of your screen for technical assistance. In order for us to run the meeting efficiently, we encourage shareholders who have specific comments or questions related to one of the formal items of business to submit their comments through the platform now, clearly identifying the applicable item of formal business. We will do our best to address questions or comments related to the formal items of business as they are addressed during this meeting. Shareholders can submit questions by clicking on the question icon and submitting their questions. We have 5 matters of business to consider at this meeting, namely: one, the election of the directors of the corporation; two, ratification of the appointment and remuneration of the corporation's auditor for the coming year; three, approval of certain amendments to the corporation's stock option plan and the approval of all unallocated stock options issuable under the plan; four, approval of certain amendments to the corporation's share unit plan and approval of all unallocated awards issuable under the plan; and five, approval of the issuance and sale of Class A shares of TerrAscend Growth Corp. on a private placement basis for aggregate proceeds of USD 1 million, which would result in a sale of all or substantially all of the assets of the corporation. The meeting is now called to order. In accordance with the bylaws of the corporation, I will preside as Chair of this meeting, and Lynn Gefen will act as Secretary of this meeting. Julie Fishbach of Odyssey Trust Corporation will act as scrutineer to this meeting. The Notice calling this meeting together with the Management Information Circular describing the business of the meeting have been properly provided to holders of common shares of the corporation as of April 27, 2023, the record date for the meeting. The corporation relied upon notice and access procedures to deliver the meeting materials in accordance with applicable securities law. Copies of the 2022 audited annual financial statements of the corporation and the auditor's report thereon as well as the related Management Discussion and Analysis are available under the corporation's profile on SEDAR. Accordingly, I will dispense with the reading of the Notice of Meeting. Prior to the start of this meeting, the scrutineer filed a preliminary report on attendance, and the Secretary has confirmed to me that there is a quorum of shareholders present at this meeting. Accordingly, this meeting is duly and properly constituted for the transaction of business. I direct that the confirmation of mailing of the Notice of Meeting and the scrutineer's report on attendance be attached to the minutes of the meeting. Given that this is a virtual meeting, voting will be conducted by online ballot. If you are a registered shareholder who used your control number to log into the meeting or a duly appointed proxyholder using the user name provided by Odyssey to log into the meeting and you accept the applicable terms and conditions, you will have the opportunity to vote today by online ballot. Please remember that if you have already voted by proxy and you vote again through the online ballot during today's meeting, your online vote will revoke your previously submitted proxy. If you have already voted by proxy and do not wish to revoke your previously submitted proxy, do not vote again during this meeting. The polls will be open for all items of business to be voted on at the same time. This will allow you to vote on each item immediately. The items of business to be voted on and your available voting options will be visible on the voting panel on your screen. To submit a vote, please click on your desired voting choice displayed on your screen. After you vote, a message confirming that your vote has been received will appear. Your vote can be changed by simply clicking the other available option. If you wish to cancel your vote, please press cancel. Once all items of business have been presented, we will provide a few additional moments to enter your votes. I will then declare voting closed on all matters of business. The results of the votes on each matter will be announced prior to the close of the meeting. A majority of the votes cast must be voted in favor of all resolutions to be considered today, except the special resolution related to the proposed sale of all or substantially all of the assets of the corporation, which requires a 2/3 majority. I now declare the online voting polls open on all items of business. We will now proceed with the presentation of the corporation's audited consolidated financial statements for the year ended December 31, 2022, and the auditor's report thereon, which are available under the corporation's profile on SEDAR. Okay. Given that there are no comments or questions, we will move on with the next item of business. The first item of business to be voted on at this meeting is the election of the directors of the corporation. The number of directors to be elected at this meeting has been set by the corporation's Board of Directors at 5. The Management Information Circular contains the names and backgrounds of the individuals who have been nominated by the corporation for election until the close of the next Annual General Meeting. I now declare the meeting open for nominations. In interest of expediency, I will ask Ari Unterman, a proxyholder and Associate General Counsel at the corporation, to make the nominations on behalf of the corporation.

I nominate each of the persons specified in the Management Information Circular delivered with the Notice of Meeting, namely Mr. Craig Collard; Mr. Kara DioGuardi; Ms. Ira Duarte; Mr. Ed Schutter; Mr. Jason Wild to serve as directors of the corporation and to hold office until the close of the next Annual General Meeting of Shareholders of the corporation or until their offices are vacated earlier and their successors are duly elected or appointed in accordance with the articles and bylaws of the corporation.

As the corporation did not previously receive timely notice of any further nominations of persons for an election as directors of the corporation as required by the advanced notice provisions of the corporation's bylaws, I declare the nominations closed. In order that a vote may be held on this matter, I request a motion to the 5 persons nominated as directors of the corporation be so elected.

I so move.

I second the motion.

Before I call for a vote on the motion, I will now pause for a moment to confirm whether any questions on this matter have been submitted.

I confirm that we have not received any questions related to this motion.

Thank you. Registered shareholders or their duly appointed proxyholders can vote by online ballot by selecting the applicable voting options on the voting panel displayed on their screens. As a reminder, if you have previously submitted a completed proxy and you do not wish to change your vote, it is not necessary to vote again on this matter. As all polls will remain open, we continue with the meeting. We will now proceed with the ratification of the appointment of the auditor of the corporation and fixing of the auditor's remuneration. In order that a vote may be held on this matter, I request a motion for the ratification of the appointment of MNP LLP, chartered professional accountants, licensed public accountants, as the auditor of the corporation until the close the next Annual Meeting of Shareholders of the corporation or until a successor is duly appointed and that the Board of Directors of the corporation be authorized to fix their remuneration.

I so move.

I second the motion.

Before I call for a vote on the motion, I will now pause for a moment to confirm whether any questions on this matter have been submitted.

I confirm that we have not received any questions related to this motion.

Thank you. Registered shareholders or their duly appointed proxyholders can vote by online ballot by selecting the applicable voting options on the voting panel displayed on their screens. As a reminder, if you have previously submitted a completed proxy, and you do not wish to change your vote, it is not necessary to vote again on this matter. As all polls will remain open, we will continue with the meeting. The third item of business to be voted on at this meeting is the approval of certain amendments to the corporation's stock option plan and the approval of all unallocated stock options issuable under the stock option plan. The proposed amendments include, but are not limited to, an increase in the aggregate number of stock options issuable under the corporation's rolling stock option plan, together with any other share compensation arrangement for the corporation, from 10% to 15% of the outstanding shares of the corporation and certain other provisions -- revisions to the stock option plan to bring it into conformity with the provisions of the TSX Company Manual all as or more fully described in the circular. In addition, stockholders are being asked today to approve all unallocated stock options under the stock option plan in accordance with Section 613(a) of the TSX Company Manual. Full text of the ordinary resolution to be considered at this meeting is set forth in the circular. And unless otherwise requested, I will dispense with the reading of such resolution. In order for a vote to be held on this matter, I request a motion that the stock option plan resolution, as set out in the corporation's Management Information Circular dated May 2, 2023, be so approved.

I so move.

I second the motion.

Before I call for a vote on the motion, I will now pause for a moment to confirm whether any questions on this matter have been submitted.

I confirm that we have not received any questions related to this motion.

Thank you. Registered shareholders or their duly appointed proxyholders can vote by online ballot by selecting the applicable voting options on the voting panel displayed on their screens. As a reminder, if you have previously submitted a completed proxy, and you do not wish to change your vote, it is not necessary to vote again on this matter. As all polls will remain open, we will continue with the meeting. The fourth item of business to be voted on at this meeting is certain amendments to the corporation's share unit plan, including all unallocated units issuable thereunder. The proposed amendments include, but are not limited to, an increase in the aggregate number of share units issuable under the corporation's rolling share unit plan, together with any other share compensation arrangement of the corporation, from 10% to 15% of the outstanding common shares of the corporation and certain other revisions to the plan to bring it into conformity with the provisions of the TSX Company Manual all as -- or more fully described in the circular. In addition, shareholders are being asked to approve all unallocated awards made under the share unit plan in accordance with Section 613(a) of the TSX Company Manual. The full text of the ordinary resolution to be considered at this meeting is set forth in the circular and unless otherwise requested, I will dispense with the reading of such resolution. In order that a vote may be held on this matter, I request the motion that the RSU Plan resolution as set out in the corporation's Management Information Circular dated May 2, 2023, be so approved.

I so move.

I second the motion.

Before I call for a vote on the motion, I will now pause for a moment to confirm whether any questions on this matter have been submitted.

I confirm that we have not received any questions related to this motion.

Thank you. Registered shareholders or their duly appointed proxyholders can vote by online ballot by selecting the applicable voting options on the voting panel displayed on their screens. As a reminder, if you have previously submitted a completed proxy, and you do not wish to change your vote, it is not necessary to vote again on this matter. As all polls will remain open, we will continue with the meeting. The fifth item of business to be voted on at this meeting in connection with the corporation's intention to list its common shares on the Toronto Stock Exchange as a special resolution authorizing TerrAscend Growth Corp., a wholly owned subsidiary of the corporation, to issue and sell on a private placement basis Class A shares of TerrAscend Growth Corp. to an arm's length investor pursuant to a subscription agreement dated April 19, 2023 between TerrAscend Growth Corp. and the investor for aggregate gross proceeds of USD 1 million, which shall be deemed to be a sale of all or substantially all of the assets of the corporation. The proposal is outlined in Appendix 1 to the corporation's Management Information Circular dated May 2, 2023. The corporation's ability to complete the transaction pursuant to this proposal #5 is subject to a number of conditions precedent, including, but not limited to, the representations and warranties made by the investor under the subscription agreement being true in all material respects, certain lender consents being obtained, approval from the requisite number of shareholders at this meeting being obtained, conditional approval from the Toronto Stock Exchange for the listing of the corporation's common shares on the Toronto Stock Exchange being obtained and certain other customary conditions to closing being met. In order of that a vote may be held on this matter, I request a motion that TerrAscend Growth Corp's [ controls ] private placement and the resulting sale of all or substantially all of the corporation's assets, as outlined in the corporation's Management Information Circular dated May 2, 2023, be so approved.

I so move.

I second the motion.

Before I call for a vote on the motion, I will pause for a moment to confirm whether any questions on this matter have been submitted.

I confirm that we have not received any questions related to this motion.

Thank you. Registered shareholders or their duly appointed proxyholders can vote by online ballot now. As a reminder, if you have previously submitted a completed proxy, and you do not wish to change your vote, it is not necessary to vote again on this matter. We will now briefly pause to allow shareholders time to complete voting on the items of business of the meeting. [Voting]

I confirm the polls are now closed and that the scrutineer has tabulated the results. I am pleased to confirm that the scrutineer has reported to me that all matters put to a vote today have been passed with the requisite shareholder approval. Accordingly, I hereby declare: the nominated directors elected; the ratification of the appointment of the auditor; the amendments to the stock option plan and unallocated stock options thereunder; the amendments to share unit plan and the unallocated share units thereunder; and the approval of the private placement in TerrAscend Growth Corp. approved. I would ask the Secretary to file a copy of the scrutineer's report on today's voting results with the minutes of this meeting. A press release will be issued following this meeting. This concludes the formal business of today's meeting. As there's no further business that may be properly considered, I declare the meeting to be terminated. On behalf of the Board and management of the corporation, I would like to thank everybody for attending today.