Xtract One Technologies Inc. (XTRA) Earnings Call Transcript & Summary

Okay. Well, my clock shows 10:00, so I think we will get started. The meeting will now come to order. My name is Peter Van Gracht. I am a member of the Board of Directors of the company, and I will act as Chair of the meeting. We are conducting a virtual meeting to provide all shareholders an equal opportunity to observe the meeting regardless of their geographic location. As this is an online meeting, it is necessary to set out a few rules for the orderly conduct of the meeting. One, only registered shareholders and duly appointed proxy holders, who previously made voting arrangements with Xtract One are entitled to participate and securely vote at the meeting in real time. There will be a vote for all motions at which time the applicable proxy holder or proxy holders will be asked to vote for, against or withhold as applicable. To the extent any proxy holder is a proxy holder for both for and against the withhold votes, he or she will raise his or her hand for both of the indications. And the votes tallied by the company in respect of such matters will correspond to the proxies received by such proxy holders. Two, following the formal part of the meeting and as time permits, there will be a short question period. Questions that do not pertain to the formal part of this meeting will be addressed at that time. Scrutineer. The first item of business is appointment of the scrutineer for this meeting. Deanna Gill [indiscernible] of TSX Trust Company is hereby appointed as scrutineer for the meeting. Recording Secretary. The next item of business is the appointment of the Recording Secretary for this meeting. Karen Hersh, the company's Chief Financial Officer and Corporate Secretary, has consented to act as a Recording Secretary and is hereby appointed as the recording Secretary for the meeting. Adoption of the agenda. The next item of business is the adoption of the agenda for the meeting. The agenda for today's meeting is a, addressing certain administrative matters relating to the calling of the meeting and the voting at the meeting and b, to consider and if thought fit approve an ordinary resolution of disinterested shareholders to approve the sale of units to MSG Sports Ventures LLC, an indirect wholly owned subsidiary of Madison [Square Garden] Sports Corporation. If there is no objection, the agenda will be adopted. Okay, hearing none. Notice of the meeting and mailing. The notice calling this meeting and all proxy-related material were mailed to the shareholders in accordance with the requirements of the company's articles and the Business Corporations Act, British Columbia. I have an affidavit to such mailing, which is available for inspection by any shareholder. In view of this, I will dispense with calling for the reading of the notice, and I will attend to following the declaration of mailing with the minutes of this meeting. Advanced Notice of the meeting was filed on SEDAR on February 14, 2023. Voting. Voting at this meeting will be conducted by a show of hands by the registered shareholders or duly appointed proxy holder or proxy holders in attendance. For the purposes of voting by proxy holders, a show of hands will not be necessary, provided each proxy holder confirms they wish to vote in accordance with the proxies appointing them on each matter set out in the notice of the meeting. Well, Karen Hersh, Peter Evans and myself, Peter Van Der Gracht, please so confirm. So Peter Van Der Gracht confirms. Karen?

I confirm.

And Peter?

I confirm.

Quorum. The articles of the company dictate that a quorum is at least one person entitled to vote is present at the meeting and being or represented by proxy to or more shareholders entitled to vote at the meeting. The report of the scrutineer indicates that the issued and outstanding capital of the company at the record date of the meeting was 183,181,722 common shares. The total number of shares pre voted is 24,597,664; being 237,400 shares present, representing 2 shareholders in person and 24,364,264 shares present, representing 285 management proxies. I declare that a quorum is present. Declaration of valid meeting. Notice of the meeting haven't been given as required by the articles and by the previous Business Corporations Act of British Columbia and a quorum being present, I declare this meeting to be duly called and constituted for the transaction of business. Approval of the second tranche of the private placement. The next item of business is to approve an ordinary resolution of disinterested shareholders authorizing and approving the sale of issuance of 11,925,595 units to MSG Sports Ventures LLC, to complete the second tranche of this investment under the private placement. A description of the private placement is contained and starts on Page 5 of the notice of special meeting and information circular for this meeting. I refer all attendees of the meeting to the next -- to the text of the investment resolution in Appendix A of the information circular as it relates to the approval of the sale, issuance and delivery of the units to complete the second tranche of the private placement. If any shareholder would like me to read the full text of the resolution, I will do so. Not hearing any requests. Otherwise, we will move to voting on the resolution as set out in Appendix A of the information circular. Well, all registered shareholders or duly appointed proxy holders in favor, raise your right hand. So move? [Voting]

Will all registered shareholders or duly appointed proxy holders opposed raise the right hand. [Voting]

I declare the matter approved. Other business, the regular business of the meeting has been completed. Before closing the formal portion of the meeting, is there any other business which may properly come before the meeting and which does not require notice? And as noted, termination. There being no further business, I now ask for a vote to terminate the meeting by a show of hands. Will all registered shareholders or duly appointed proxy holders in favor, raise their right hand, right? [Voting]

Will all registered shareholders or duly appointed proxy holders opposed raise the right hands? [Voting]

None shown. I declare the meeting terminated. Okay. So that's the end of the formal part of the meeting. I'm going to turn the reins over to Peter Evans, our Chief Executive Officer. Peter, over to you.

Well, thank you, Peter. And just a quick thought here, and then we'll check for any questions online. First off, I'm very pleased that we have come to this point with the shareholders and the outcome of this vote. I see this as a positive affirmation for the business, for our execution and the vision that we share along with MSG for the future of this industry, and bringing the best in patron screening and patron experience to all of our customers and all of their customers everywhere. With that in mind, I'm going to check and see if we have any questions in the chat form. It does not look like we have any questions at this time. Let's just give it a minute that if any of the shareholders who are online here wish to ask any questions, please do so by entering those into the chat section of the online forum here. Let's -- Peter give it one minute and see if any questions present themselves. Well, it does not look like we have any questions at this time. So with that, I believe we can adjourn the meeting accordingly.

Okay. Thank you and for all shareholders. Thank you for attending. Bye-bye.

Thank you. Bye now.