YANGAROO Inc. (YOO) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of YANGAROO, Inc. Please note that today's meeting is being recorded. [Operator Instructions] 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 YANGAROO 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 the meeting over to Anthony Miller, the Chairman of YANGAROO.

Thank you. Welcome to the Annual General Meeting of Shareholders of common shares of YANGAROO Inc. My name is Anthony Miller, and I am pleased to chair the Board of Directors of YANGAROO, and I'll act as Chair of this meeting. I'm going to ask Antonina Szaszkiewicz of the ECS Law Professional Corporation, Legal Counsel for the company, to act as Secretary of the meeting and Louise Waltenbury of Computershare Trust Company of Canada to act as scrutineer. Now before we get into the formal proceeding of the meeting, you'll notice shortly that in the nominations for directors, my name does not appear for renomination. I have made the decision after 14 years on the Board of YANGAROO that it is time to step down. I've been privileged to serve the Board as Chair for many of those years, but I think it's time for other hands to handle the stewardship of this young and vital company. It's an appropriate time to thank the other directors of the Board for their support, wisdom and professionalism through our long tenure together and particularly management for their bravery and steadfastness through some very, very difficult times. So thank you for this. I've been thrilled with the time I've spent together. And I continue, of course, as a major shareholder and I will watch with interest as the fortunes of the company unfold. So back to the formal proceedings, I have a form of proxy of this meeting, and I ask the notice of general meeting and management intimation circular dated May 14, 2024 together with all appendices there off to and the form of proxy kept with the recording of this meeting. The scrutineer has confirmed attendance, and I can confirm that a quorum is present. The scrutineer's report will be kept with the records of this meeting. Notice of the meeting having been given as required at a quorum being present, I declare the meeting has been regularly called and is properly constituted for transaction of business and I direct that the scrutineers report be annexed to the minutes of this meeting. We have called this Annual General Meeting for the purpose of fixing the Board of Directors of 3, the election of 3 directors of YANGAROO for the coming year and the appointment of orders of YANGAROO for the ensuing year. Each is more particularly described in the management information circular dated May 14, 2024. For the purpose of this live webcast and for those attending the meeting today, I will set out a few rules for the orderly conduct of the meeting. Questions in respect of a motion can be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging feature of the virtual interface. If you are representing an entity, which is a shareholder, please provide the name of the shareholder you represent, and please confirm that you are or that entity is a registered shareholder or a duly appointed proxy holder. General questions will be addressed during the question period at the end of the meeting, and I request that you hold any general questions until that time. Questions regarding procedural matters or directly related to the motions before the meeting will be addressed at the appropriate time. All votes today will be conducted by ballot. Shareholders and duly appointed proxy holders attending virtually and who have logged into the meeting using their control number and invitation codes are able to vote on each matter until voting is closed. You'll be able to see on screen all motions being brought forward at the meeting and can vote online by clicking as appropriate at the top of the screen and completing the ballot. Please note that if you have already voted by proxy before the meeting, you do not have to vote again during the online voting unless you wish to change your vote. Voting online will revoke your previously admitted proxy. Once voting is closed, your online ballot will automatically be submitted. The votes of all shareholders who have deposited proxies with management representatives will be cast as per the instructions of shareholders by the persons designated or their proxies. Where no choice is specified, votes will be cast for the resolution to be dealt with at today's meeting. In order to have the meeting proceed efficiently, certain individuals have been asked to remove and second the motions which are they called for. Only registered shareholders or duly appointed proxy holders are entitled to participate in the formal part of the meeting. When addressing the meeting, please give your name for the records of the meeting and advise whether you are a shareholder or a proxy holder. Regarding the presentations of the company's financial statements and the auditor's report therein for the year ending December 31, 2023, I would suggest that matters relating to the financial statements be held in advance for the question-and-answer period, which will occur later. May I now please have a motion to fix the Board of Director at 3. As mentioned earlier, virtual voting for all agenda items will be conducted by electronic ballot, which has been open since the start of the meeting for registered holders and duly appointed proxy holders. Voting is still open, please register your votes by assessing the voting page and selecting the for or against or withheld for the other agenda items. Could I have a motion, please?

I move that the Board of Directors be fixed at 3.

I second the motion.

Thank you, gentlemen. I vote that the motion has been carried. The terms of also the current directors as deemed to have expired today, the notice of the meeting and the management information circular dated May 14, contains the names of persons proposed to be directors of YANGAROO, which are Grant Schuetrumpf, Philip Benson and H. Shepard Boone. I declare the meeting open for other nominations.

I nominate Grant Schuetrumpf as Director of YANGAROO for the ensuing year or until his successor is elected or appointed.

I second the nomination.

Thank you, gentlemen. I declare the Grant Schuetrumpf and as received the multiple requests of voters cast at the meeting by proxy or in person for election for the coming year.

I nominate Philip Benson as Director of YANGAROO for the ensuing year or until a successor is elected or appointed.

I'm pleased to second that nomination. And I declare that Philip Benson has received the multiple number of votes cast at the meeting by proxy or in person for election to the ensuing year. Other nominations?

I nominate H. Shepard Boone as Director of YANGAROO for the ensuing year or until his successor is elected or appointed.

I'm pleased to support that nomination. Thank you. I declare H. Shepard Boone has received the requisite number of votes cast at the meeting by proxy or in person for election for the ensuing year. The 3 individuals elected the Board of Directors will hold office until next Annual Meeting of the Shareholders of YANGAROO unless the office is earlier vacated in accordance with the bylaws of the company. The next item of business is the appointment of YANGAROO's auditor for the ensuing year, along with the remuneration to be paid to the auditor. I'll entertain a motion to appoint the auditors of the company.

Mr. Chairman, I move that Baker Tilly LLP be appointed auditors of the corporation to hold office until the close of the next annual meeting of shareholders at such remuneration as may be fixed by the directors and the directors be hereby authorized to fix such remuneration.

I second the motion.

Thank you, gentlemen. I declare the motion carried. As there are no further formal business items to discuss, I wish to thank you for attending. I shall declare the formal portion of this meeting concluded and move on with a question-and-answer period. Thank you all.

Okay. Thank you, everyone. I'm -- this is Grant Schuetrumpf, the CEO of YANGAROO. Currently, there are no questions. We can leave the Q&A open for another minute.

Grant, what kind of participation did we have in the meeting?

Tony, we have 9 or 10 days.

Okay.

Okay, everyone, I -- there are no additional questions. So I formally end the meeting, and thank you, everyone, for their participation.

Thanks, Grant.

Thank you very much.

Thanks, Phil. Thanks, Jeff.

This concludes today's meeting. You may now disconnect.