Vext Science, Inc. (VEXT) Earnings Call Transcript & Summary

Okay. This is James Munro again. I did take a confirmation look at our lobby. There's no other shareholders in attendance. I am the only representative in the physical meeting room for this AGM. And with that, I'm going to hand over the meeting to the CEO of Vext, Eric Offenberger.

Thanks, James. Good morning, ladies and gentlemen, and welcome to the 2022 Annual General Meeting of Vext Science, Inc. My name is Eric Offenberger, and I am the President and Chief Executive Officer of Vext Science, Inc. And in accordance with the company's articles 1, I will act as Chairman of the meeting. I have been briefed by the scrutineer of the meeting, who has indicated that a quorum is present. I now call this meeting to order. I'd like to also briefly introduce members of the Board of Directors who are in attendance. We have Jason Thai Nguyen, who is the Executive Chairman; and Mark Opzoomer, who is on the Board of Directors. Thank you both for attending. David Eaton and Jonathan Shelton have extended their sincere apologies for not being able to attend the meeting, but they had other pressing items today. Thank you. To continue with the formal part of the meeting, James Munro, barrister and solicitor, a partner of McMillan LLP, solicitors for the company, is in attendance today. And I now appoint Mr. Munro to act as recording secretary of the meeting. Lia Zandvliet of Odyssey Trust, registrar and transfer agent of the company, is also in attendance by teleconference today. And I now appoint her to act as scrutineer of the meeting. If there's anyone in personal attendance here today and they have not yet registered with the scrutineer, would they please do so now?

And I confirm there is no one else in personal attendance today.

Okay. I will take conduct of and attend to the formalities to the meeting. As Chairman, I will propose motions for each resolution and, in accordance with the articles of the company, no motion needs to be seconded. Voting on motions will be by a show of hands or roll demanded. Only registered shareholders attending the meeting will be able to vote by a show of hands or verbal. As Mr. Munro will summarize later in the meeting, we have over 66 million shares that have been voted by proxy. These shares represent over 40% of the issued and outstanding shares of the company and such shares have overwhelmingly been voted, over 90% for each matter in favor of the items being considered at this meeting. Accordingly, as proxy holder, when I vote all shares present and represented by proxy will be voted in favor of the applicable matter. Given the overwhelming number of proxy shares, all matters will be approved at this meeting. The notice calling this meeting and all proxy-related materials were mailed to the shareholders in accordance with the requirements of the articles in the Business Corporations Act of British Columbia and in accordance with relevant national instruments of the Canadian securities administrators. I have an affidavit as to such mailing, which is available for inspection by any shareholder. In view of this, I will dispense with calling for reading of the notice, and I will ask the recording secretary to file the affidavit as to mailing with the minutes of this meeting. Mr. Munro, do you have the scrutineer's report?

I do. We have 7 shareholders represented totaling 66,607,790 votes. That represents 47.6% of issued and outstanding. As already noted, this meets the quorum requirement for the transaction of business at this meeting, and the quorum is at least one person present in person or by proxy. The notice of the meeting have been promptly given. And there being a quorum in attendance of today's meeting, I confirm this meeting is regularly called and is duly constituted for the transaction of business.

I now table the financial statements for the financial year ended December 31, 2021, including the auditor's report thereon and the related management discussion and analysis. Copies of these financial statements were mailed to all shareholders who requested a copy. And copies have been filed by the company on SEDAR. I would like to propose that we dispense with reading the financial statement. And I now ask if there are any questions concerning the financial statements. Are there any questions concerning the financial statements or the auditor's report? As there are no more questions, I confirm that the company's financial statements for the fiscal year ended December 31, 2021, including the auditor's report thereon and the related management discussion and analysis have been submitted to the shareholders and were accepted as presented. The next item of business is to set the number of persons to be elected to the company's Board of Directors for the ensuing year. I now move that the number of persons be elected to the Board for the ensuing year to be set at 5. Is there any discussion? If not, I now ask for a vote on the motion by a show of hands or verbal. As noted earlier, the only shareholders who are entitled to vote in person are registered shareholders. And when I vote the proxy shares by indicating to Mr. Munro that my hand is raised, I will be voting all proxy shares in favor of the resolution. All those in favor, raise your hand. [Voting]

Mr. Munro, note that my hand is raised. Well, all those opposed, please raise their hand or verbally tell us it's raised.

There's no shareholder in attendance in person, so no hands have been raised.

Yes. As the number of persons to be elected to the company's Board of Directors has been set at 5 for the ensuing year, therefore, I now nominate the following persons to be elected as directors for the following year: Mr. David Eaton, Mr. Jason T. Nguyen -- sorry, Jason T. Nguyen, Eric Offenberger, Mark Opzoomer and Dr. Jonathan Shelton. The director nominees are all described in the proxy materials sent to the shareholders, and each has either consented in writing to act as a director or is present at this meeting. As the company has not received any further nominations for director to be submitted to the meeting pursuant to the articles of the company, I now declare the nominations of persons for election as director be closed. As the number of nominees is equal to the number of Board positions previously determined, I declare that the following people to be elected directors of the company by acclamation to hold office until the next Annual General Meeting of the shareholders of the company or until their successor or successors are elected or appointed: David Eaton, Jason Nguyen, Eric Offenberger, Mark Opzoomer, Dr. Jonathan Shelton. Congratulations to the directors. The next item of business is the appointment of the company's auditor for the ensuing year. The Board has recommended that BF Borgers CPA PC be appointed auditor of the company. Therefore, I now move that BF Borgers CPA PC be appointed auditor of the company to hold office until the close of the next Annual General Meeting. Is there any discussion of this office or alternative nominations for the office of auditor? If not, I now ask for a vote on the motion by a show of hands. All those in favor, raise your hand. [Voting]

Mr. Munro, I again indicate that my hand is raised for this motion and that I'm voting all proxy shares in favor of this motion. Since no other shareholders are present, no hands were raised in opposition. Thank you. I declare the motion carried and that BF Borgers CPA PC is hereby confirmed as the company's auditor until the next Annual General Meeting of the company. Stock option plan. The next item of business is to approve the continuation of the company's stock option plan until the next shareholders' meeting. A copy of the option plan is available for review at this meeting. I now move that shareholders ratify and approve the ordinary resolution approving the option plan, the complete text of which was included in the information circular. Is there any discussion? Thank you. If there is no more discussions, I will now call a vote on this matter. [Voting]

Mr. Munro, I indicate that my hand is raised for this motion. I am voting all proxy shares in favor of this motion. Since there's no other shareholders in attendance, there are no opposing views. Restricted share unit plan. The next item of business is to approve the continuation of the company's restricted share unit plan, the RSU plan, until the company's next shareholder meeting. Copy of the RSU plan is available for viewing. I now move that shareholders ratify and approve the ordinary resolution approving the RSU plan, the complete text of which was included in the information circular. Is there any discussion? I will now call for a vote on this motion. All those in favor of the motion, please raise your hand. [Voting]

Mr. Munro, I indicate that my hand is raised for this motion. I'm voting all proxy shares in favor of this motion. Since there is no other shareholders present, there is no opposition. We have now concluded the formal business for the meeting. Is there any other matter a shareholder wishes to raise for consideration by the meeting today? As all the business for the meeting is concluded, I move that the meeting be concluded. Is there any discussion? I will now move for a vote. [Voting]

Mr. Munro, I again indicate that my hand is raised for this motion and that I am voting all proxy shares in favor of this motion. Since there's no other shareholders in attendance, there is no opposition. Therefore, I declare the motion carried, and the meeting is concluded. Thank you for attending.

Thank you all, and have a great day.

Thank you, Lia.

Thank you, Lia. Of course, for those [indiscernible], just send it to my email account. And Eric, excellent job. And that concludes the meeting.

Okay. Thanks, James. I look forward to you calling me.

Okay. Good stuff.

Okay. Thank you. Bye-bye.