YANGAROO Inc. (YOO) Earnings Call Transcript & Summary

Hello, and welcome to the Annual General and Special Meeting of Shareholders of YANGAROO Inc. Please note that today's meeting is being recorded. 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 consent 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 today's meeting over to H. Shepard Boone, the Chairman of YANGAROO.

Good afternoon, and welcome to the Annual General and Special Meeting of the Shareholders of common shares of the YANGAROO Inc. My name is H. Shepard Boone, and I am the Chair of the Board of Directors of YANGAROO, and I will act as the Chair of this meeting. I will ask Antonina Szaszkiewicz of 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 our scrutineer. I have a form of proxy for this meeting, and I ask that the notice of annual and general and special meeting, and management information circular dated May 13, 2025, together with all appendices thereto and the form of proxy, to be kept with the records of this meeting. The scrutineer has confirmed attendance, and I can confirm that a quorum is present in-person or by proxy. The scrutineers' report will be kept with the records of this meeting, and notice of the meeting having been given as required and a quorum being present, I declare that the meeting has been regularly called and is properly constituted for the transaction of business. And I direct that the scrutineers' report be annexed to the minutes of this meeting. We have called this annual general and special meeting to elect 3 directors of YANGAROO for the ensuing year, appoint the auditors for YANGAROO for the ensuing year, ratify the corporation's amended and restated shareholder rights plan, pass with or without variation a majority of the minority vote resolution to approve the amended and restated Omnibus Incentive Plan, pass with or without variation a special resolution of shareholders to authorize and approve an amendment to the articles of incorporation of the corporation, each as more particularly described in the management information circular dated May 13, 2025. For the purposes of the live broadcast and for those attending the meeting today, I will set out a few rules for the orderly conduct of the meeting. First, 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 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 concluded by ballot. Shareholders and duly appointed proxy holders attending virtually and who have logged into the meeting using their control number and invitation code are able to vote on each matter until voting is closed. You'll be able to see on the screen all motions being brought forth at this 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 and you do not vote again during the online voting process unless you wish to change your vote, voting online will be revoked -- excuse me, will revoke your previously submitted 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 on the proxies. Where no choice is specified, votes will be cast for the resolutions to be dealt with at today's meetings. Now in order to have the meeting proceed efficiently, certain individuals have been asked to move and second the motions, which are to be 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. Further, regarding the presentation of the company's financial statements and the auditor's report thereon for the year ended December 31, 2024, I would suggest that matters arising relating to such financial statements be held in advance for the question-and-answer period, which will occur later. Now the term of office for the current directors is deemed to have expired today. The notice of meeting and management information circular dated May 13, 2025, contains the names of the persons proposed to be directors of YANGAROO, which are Grant Schuetrumpf, Philip Benson and myself, H. Shepard Boone. I now declare the meeting open for nominations.

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

I second the motion.

I declare that Grant Schuetrumpf has received the requisite number of votes cast at the meeting by proxy or in-person for election for the ensuing year.

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

I second the motion.

I declare that Philip Benson has received the requisite number of votes cast at the meeting by proxy or in-person for election for the ensuing year.

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

I second that nomination.

I declare H. Shepard Boone has received their requisite number of votes cast at the meeting by proxy or in-person for the election for the ensuring year.

Thank you. The 3 individuals elected to the Board of Directors will hold office until the next annual meeting of the shareholders of YANGAROO, unless the office is earlier vacated in accordance with the bylaws of the company or the Business Corporations Act of Ontario. Now 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 will entertain a motion to appoint the auditors of the company.

I move the 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.

The motion is carried. The next item of business is to consider and, if deemed advisable, pass with or without variation a resolution of shareholders ratifying the corporation's amended and restated shareholder rights plan.

I move as follows: Be it resolved that the YANGAROO amended and restated shareholder rights plan, as described in the information circular of the corporation dated May 13, 2025, be and is hereby ratified and approved.

I second the motion.

The motion is carried. The next item of business is to consider and, if deemed advisable, pass with or without variation, a resolution of shareholders ratifying the corporation's amended and restated shareholder rights plan.

I move as follows: Be it resolved that, a, the amended and restated 2025 Omnibus Incentive Plan, as described in the information circular of the corporation dated May 13, 2025, be and is hereby ratified and approved; and b, any director or officer of the corporation is authorized and directed to do all things, and to execute and deliver or to cause to be executed and delivered any documents considered to be necessary or desirable in such directors' or officers' sole discretion to give effect to these resolutions.

I second the motion.

The motion is carried. The next item is a special resolution of shareholders to authorize and approve an amendment to the articles of incorporation to allow for the creation of a new class of preferred shares to be designated as Class A preferred shares.

I move that the special resolution authorizing an amendment to the corporation's articles to authorize the creation of Class A preferred shares, as set out in Schedule D to the circular dated May 13, 2025, be ratified and approved.

I second the motion.

The motion is carried. As there is no further business, I shall declare the formal portion of this meeting concluded, and we'll now turn it over to our CEO, Grant Schuetrumpf, for our question-and-answer period. Grant?

Thanks, Shep. Okay. Before we begin the question-and-answer period, I'd like to note that in response to your questions, we may make statements that are forward-looking statements for the purposes of applicable security laws. Forward-looking statements are not assurances of future performance and are subject to risks and uncertainties. The actual results, performance or achievements of the company and its business may be materially different from the anticipated results, performance or achievements expressed or implied by forward-looking statements. We have applied certain assumptions and factors in making forward-looking statements, shareholders and our listeners should consult and be more detail -- and the more detailed discussion of these and other risk factors relating to the company and its business in our most recent management discussion and analysis. Forward-looking statements are based on the officers and directors' beliefs and opinions, and undue reliance should not be placed on any forward-looking statements. The company does not undertake to update or supplement any forward-looking statements unless required to do so by applicable law. Okay. We're just seeing if there are any questions. Okay. There are no questions posted. So as there are no more questions, thank you for attending this year's shareholder meeting.

This concludes the meeting. You may now disconnect.