The Cannabist Company Holdings Inc. (CBSTQ) Earnings Call Transcript & Summary

Welcome to the Cannabist Company Holdings, Inc. Annual General and Special meeting. Please go ahead.

Ladies and gentlemen, welcome to the Annual General and Special Meeting of Shareholders of the Cannabist Company Holdings, Inc. My name is Michael Abbott and as Chairman of the Board of Directors of the Corporation, I will chair today's meeting. On behalf of the Board, I wish to express thanks to those shareholders who have submitted their proxies in advance of today's meeting. As this meeting is being held virtually via live broadcast, we think it is necessary to set out a few rules for the orderly conduct of the meeting. Questions in respect to the motion can be submitted by a registered shareholder or duly appointed proxy holder using the instant messaging service of the Lumi AGM platform. Please note that there will be a slight delay in the publication of the communications received. When asking the question, please indicate your name, which entity you represent, if any, and confirm that you are a registered shareholder or a duly appointed proxy holder. The main questions will generally appear shortly after they are submitted, but will only be addressed during the question period at the end of the meeting, provided the questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting. For the purposes of the meeting today, voting on all matters will be conducted by a single electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all such business items. Only registered shareholders and duly appointed proxy holders of the corporation are permitted to participate in the voting. When you are asked to vote, you will receive a message on the Lumi AGM platform, requesting you to register your votes. You will only have a certain amount of time to do so. We will now proceed to live with the formal portion of today's meeting. To expedite the formal part of the meeting, I will move all motions. I now call to order the Annual General and Special Meeting of the corporation shareholders with the consent of the meeting, I appoint David Sirolly, as Secretary of the meeting. With the consent of the meeting, I appoint Odyssey Trust Company as scrutineer to report on the number of shares represented at this meeting and to tabulate the votes on any ballot taken at this meeting and to report thereon to the chairperson of the meeting. The scrutineer has provided me with a copy of their report, which indicates that no less than 25% of the issued shares are in attendance, either in person or represented by proxy to permit the meeting to proceed in accordance with the quorum requirements of the corporation's articles. A copy of the final report on attendance will be filed with the records of the meeting. I have here the certificate of our transfer agent, Odyssey Trust Company, indicating that proper notice of the meeting has been given in accordance with the Business Corporations Act, British Columbia, and the articles of the corporation. Accordingly, unless there is an objection, I will dispense with the reading of the notice of the meeting. I directed a copy of the notice with proof of mailing be kept by the Secretary with it the records of the meeting. The purposes of today's meeting are set out in the management information circular dated October 17, 2023, copies of which were mailed to shareholders on October 17, 2023, together with the notice of the meeting and the form of proxy. Copies of the management information circular and other meeting materials are available under the corporation's profile on SEDAR+ and EDGAR. For the purposes of the meeting today, voting on all matters will be conducted by a single ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all such business items. When you're asked to vote, you will receive a message on the Lumi AGM platform requesting you to register your votes. You will only have a certain amount of time to do so. After you have registered your votes for all business items of today's meeting, the scrutineer will compile the votes in respect of each business item. As noted earlier, to further expedite the formal part of the meeting, I will move all motions in accordance with the articles of the corporation, no such motion will need to be seconded. I now declare that this meeting is regularly called and properly constituted for the transaction of business. We now move to the formal part of today's agenda. The first item of business is the presentation of the corporation's consolidated financial statements for the financial year ended December 31, 2022, and the auditor's report thereon. These financial statements and the auditor's report were mailed to shareholders on October 17, 2023. Unless there is an objection, I will dispense with the reading of the auditor's report. I will entertain questions with respect to the financial statements of the corporation in the general question period. We now move to the next point on today's agenda. The next matter to be acted upon is the election of the Board of Directors of the corporation. The term of office of the directors is from today until the next Annual Meeting of Shareholders or until such time as their successors have been duly elected or appointed. As per the managing Information Circular, Nicholas Vita, Michael Abbott, Frank Savage, James A. C. Kennedy; Jonathan P. May, Jeff Clarke, Alison Worthington, Julie Hill and Rosemary Mazanet have been nominated as directors for the ensuing year or until their successors are elected or appointed. Each of the persons to be elected has confirmed that he or she is prepared to serve as a director. Each of them qualifies as a director under the provisions of the Business Corporations Act, British Columbia. The corporation did not receive any -- the corporation did not receive notice of any director nominations in connection with the meeting in accordance with its advanced notice provision in the corporation's articles. Accordingly, the only persons eligible to be nominated for election to the Board of Directors of the corporation are the management nominees. Since there are no other nominations, I move to elect the directors. The motion is now on the floor. The act requires that the Board of Directors be elected. Proxies have been solicited for each of the 9 proposed qualified persons to be elected as directors of the corporation. As a result of the corporation's majority voting policy, it is necessary to vote by ballot for election of each director. The form of proxy for voting on the election of directors sets out each proposed nominee separately and allows shareholders to vote for each director individually. Is there any discussion on the motion? As mentioned at the beginning of this meeting, voting today will be conducted by a single electronic ballot. We will, therefore, continue with the next item of business, which is the appointment of the corporation's auditors, and you will be prompted to vote on the election of each director after the presentation of all business items for this meeting. Unless there are any questions or discussions, I will move to the next item of the business. The next item of business is the appointment of the auditors of the corporation for the ensuing year and to authorize the directors of the corporation to fix the remuneration of the auditors. The Audit Committee of the Board has approved, subject to shareholder confirmation, the reappointment of Davidson & Company LLP as the auditors of the corporation. I move that Davidson & Company LLP, be reappointed auditors of the corporation until the next Annual Meeting of Shareholders and that the Board of Directors be authorized to fix their remuneration. The motion is now on the floor. You'll be prompted to vote on the appointment of the auditors after the presentation of all business items for this meeting. Unless there are any questions, I will move to the next item of business. The next item of business is the approval of the amendments to the corporation's amended and restated Omnibus long-term incentive plan, the Omnibus plan. The text of this resolution and a full copy of the Omnibus plan are set out in the management information circular, approval of the Omnibus plan resolution will require that it is -- it be passed by a majority of the votes cast by shareholders. The motion is now on the floor. You will be prompted to vote on the Omnibus plan resolution after the presentation of all business items for this meeting. Unless there are any questions, I will move to voting on items of business. As previously mentioned, voting today will be conducted by a single electronic ballot. You will now be prompted to register your vote in respect of each of today's business items for this meeting. Please register your votes by accessing the voting page when prompted and pressing on the for or withhold buttons next to the name of each proposed director and pressing on the for, against or abstain buttons next to the resolution with respect to the appointment of Davidson & Company, as the corporation's auditors as well as the resolution with respect to the Omnibus plan. Once the electronic balloting closes, the voting page will disappear, and your votes will automatically be submitted. Voting is now open. I will now pause for a few minutes to wait for the voting to take place. [Voting]

We will wait for a few moments for the completion of the electronic ballots and then move on with the remainder of the meeting. We will provide registered shareholders and duly appointed proxy holders approximately 2 minutes to complete the electronic ballot. Once voting is completed, I would ask that the scrutineer compile report regarding the results of voting on all business matters. We will reconvene in about a minute with the scrutineers' report and the voting results. Thank you for waiting. Voting has now closed. I have received the scrutineer's report and confirm the following. Each of the 9 nominees have been elected as direct to the corporation to serve until the next annual meeting of shareholders or until their successors are elected or appointed. The appointment of Davidson & Company LLP, as the auditors of the corporation has been approved, and the Board of Directors of the corporation has been authorized to fix their remuneration. The amendments to the Omnibus plan have been approved. I directed the results of the poll for the election of the directors be included in the minutes of this meeting announced in a press release in accordance with the policies of the CBOE exchange and filed on SEDAR+ and EDGAR. Is there any other formal business to be properly brought before this meeting? If there's no further business to be brought before this meeting, I move that the formal portion of today's meeting be concluded. As the formal business of the meeting of shareholders of the corporation has now been completed, I would like to turn over the floor to Nicholas Vita, Chief Executive Officer of the Cannabist Company Holdings, Inc.; and Derek Watson, Chief Financial Officer of the Cannabist Company Holdings, Inc. for a question-and-answer period. I ask that all attendees who would like to ask a question to use the instant messaging feature of the Lumi AGM platform to do so. We will answer as many questions as time permits. When asking your question, please state your name, the entity you represent, if any, and confirm you are a registered shareholder or a duly appointed proxy holder. Please limit your questions to topics relating to today's subject matter and keep your questions short and to the point. We will now give attendees a brief moment to type in their questions. For each question we answer, we will summarize the question and read out loud the name of the person who asked such question, and if applicable, the entity such person represents. We'd like to remind you that questions which were already answered or that are redundant or repetitive will not be published or answered. There being no questions, we are now concluding the question-and-answer portion of this meeting. And on behalf of management, our Board of Directors and our employees, I would like to take the opportunity to thank everyone for attending the meeting today. I would also like to thank all of our shareholders for their continued commitment and support.