Now I'm showing.
Yep.
I'm still on mute, I hope. Now I'm going to click on Henry. No, I click on participants, right?
Yeah.
There's the participants. I click on Henry, and I click on More, and I click on make host. Change host to Henry. Change host. Henry is the host now.
Yeah.
Right?
Yeah.
There's Fiona.
We have Fiona. Now, nobody else's picture is showing up. Is that because they're not choosing to turn their camera on?
Yeah.
What?
I didn't turn my camera on. I'm sure it was.
It is now up to read. I've just been informed that our AGM is now five minutes. Oh, there was Donald.
Yeah.
Okay. Shall I open the room?
You need to open the room.
Should I open the room, or should I wait till?
You open the room already.
No, I meant sound and things. Oh, I am on.
Yeah.
No, but a minute ago, I was showing off.
What?
What? Pay attention. Everybody's hearing what I'm saying, right?
Yeah.
Hello, everybody. Hi, Fiona. Hi, Donald. You're on mute. The meeting will start in five minutes. I'm just going to turn my speaker off for the moment. Thank you. Morning, everybody. I'm Tyron Williams, the Chairman of Kidoz, and I'd like to welcome you to the company's annual general meeting for 2025, being held today virtually via Zoom, hosted in almost sunny Vancouver from the Kidoz Inc boardroom. I'd like to welcome those of you that are here in person, as well as all of you from other places around the world. Kidoz is fortunate to not only have staff from 12 different countries, but to also have shareholders from as many, if not more, countries around the world.
Now, the matters which we will be considering at today's meeting are: A, to set the number of directors to be elected to six, to receive the company's audited financial statements for its fiscal year ended December 31, 2024, to elect the directors to hold office until the next annual general meeting of the company, to appoint an auditor for the company to hold office until the next annual general meeting of the company, and to authorize the directors to fix the remuneration to be paid to the auditor for the company, to consider, and if deemed advisable, ratify, confirm, and approve by an ordinary resolution the company's new Equity Awards Plan dated April 1, 2025, which was approved by the directors of the company on April 1, 2025, and was set out in the Schedule II to the Management Information Circular of the company dated October 7, 2025, which, of course, is the management information circular that hopefully you've received and have reviewed, which accompanied the notice and the full text of which resolution is set out in the circular under the heading "Particulars of Matters to Be Acted Upon Equity Awards Plan." The last is to transact, "Any other businesses may properly come before the meeting." We'll be providing a corporate update presentation at the end of the meeting, and previously mentioned—sorry, at the end of the previously mentioned legal matters.
In order to expedite matters, in part due to the complexity of this being a virtual Zoom meeting, we'll reserve questions and answers to the end of this meeting. With the consent of those present and in person, I'll act as Chairman and Secretary of the meeting. Thank you. The company's registrar and transfer agent is Computershare Canada, and they've computed the shareholdings present and submitted via proxy, acting as an active scrutineer for the meeting. As there are no shareholders that have not already checked in with a scrutineer, we're going to proceed now. For the notice of the meeting, the management information circular, audited financial statements, and proxy form were all mailed to the company's shareholders commencing on October 7, 2025. With the consent of the meeting, the reading of the notice of meeting will be dispensed with.
The quorum requirements for a shareholders' meeting are set out in the articles of the company and state that a quorum is existent when 1/3 of the shareholders are represented in person or by proxy. At this point, I'd like to thank the scrutineer for providing me with the scrutineer's report. Thank you. The scrutineer's report indicates the following shareholder members are present in person or represented by proxy. There's a total of seven shareholders present in person, holding a total of 22,519,325 shares. There's a total of 55 shareholders present by proxy, holding a total of 33,093,219 shares. Therefore, there's a total of 55,612,544 shares, which may be voted at today's meeting, held by a total of 62 shareholders present in person or by proxy.
This represents approximately 42.35%—I'd say that's more than approximately, but nevertheless—of the company's issued and outstanding share capital, which, as of the record date, was 131,304,499 common shares. On the basis of the foregoing, there is a quorum present, and we will proceed appropriately. With the probate notice meeting having been given and a quorum being present, I declare the meeting duly constituted and ready for the transaction of business. It's customary for shareholder meetings for all votes to be conducted by a show of hands, as that's impractical at the Zoom meeting, and as only shareholders, as of the record date of October 7, 2025, are entitled to vote in person or by proxy at this meeting.
All of the votes have been tabulated in advance by the scrutineer, and therefore, I'm going to announce the results of each vote as each matter on the agenda is considered. A copy of the audited financial statements for the company's fiscal year ended December 31, 2024, were mailed to each shareholder of the company appearing on the register of members as of the record date of October 7, 2025. Financial statements are not formally approved by the shareholders. However, since they are prepared and sent to the company's shareholders with the meeting materials, it's customary to have the meeting acknowledge receipt of the statements. Therefore, I would ask perhaps Fiona to move that we receive the audited financial statements for the fiscal year ended December 31.
Okay. I move that we receive the audited financial statements for the fiscal year ended December 31, 2024.
Thank you very much. Will someone please second that motion?
I second.
Somebody has to.
Thank you, Donald. Thank you. I move and seconded that we receive the audited financial statements for the fiscal year ended December 31, 2024. The scrutineer's report shows that the affirmative has it, and the motion is hereby adopted. We will now set the number of directors and the election of directors. The term of office for each of the company's directors is deemed to expire at the AGM. Therefore, the company must elect new directors each year. First, we must set the number of directors for the company for the ensuing year. We would like that number to be set at six. Therefore, I'll ask someone present to move that we set the number of directors at six.
I move that we set the number of directors at six.
Thank you, Donald. Will someone second the motion, please?
I second.
Thank you, Fiona. It has been moved and seconded that we set the number of directors at six. Any individual nominated as a director must either be present at the meeting and not have refused the nomination, or if not present, the individual must have provided the company with a written consent to act as a director of the company before being elected. Accordingly, in addition to the directors present, which I will introduce to you in a second, the company has received consents in writing from each of the persons named in the management information circular as proposed nominees of management for directors, but who are not happening to be present in this case because we know that they are traveling. Now, I would like to introduce the directors that are present via Zoom at this time and ask them to wave when I mention their names.
The bios for all of the directors were included in the Management Information Circular that you received. Therefore, in the interest of time, I'm going to simply name them now. The independent directors nominated for director are Ms. Fiona Curtis. Thank you, Fiona. Mr. Moshe David . Thank you, Moshe. Two hands. That really counts. Claes Kalborg , our other independent director, unfortunately, is traveling at the moment. He's resident normally in Sweden and therefore, unfortunately, sends his apologies for not making the meeting. The management nominees for director are Mr. Eldad Ben-Tora, who also happens to be absent today, unfortunately, as he too is away. He's normally resident in Israel. Mr. Jason Williams, the CEO. Hi, Jason. Myself, Tarrnie Williams . Could I have a motion declaring the six directors just named be elected as directors of the company?
Donald, perhaps you'd be a good one for that.
I move that the management nominees be elected as the directors of the company.
Thank you.
I'll second the motion.
Henry. Oh, there's Henry. Sorry, I didn't see your picture there. It's a beauty of a theme. Henry, who just seconded the motion, is our CFO. Henry, would you mind waving again? Hi. Thanks. Thank you. It has now been moved and seconded that the six named individuals be elected as the directors of Kidoz Inc. I am pleased to report that Fiona Curtis, Moshe David , Claes Kalborg , Eldad Ben-Tora, Jason Williams, and myself, Tarrnie Williams , have been elected to the board of Kidoz Inc. for the ensuing year. Thank you very much for doing so.
Yay.
The appointment of auditor is set out in the Management Information Circular. The company's auditor is and has been for some time, Davidson & Company LLP, Chartered Accountants. Management would like to reappoint Davidson & Company as the auditor of the company and to have this meeting authorize the directors to set the auditor's remuneration. Would someone please move that Davidson & Company be reappointed as auditor of the company and that the directors be authorized to set out the auditor's remuneration?
Yes.
Go ahead.
I move.
Perhaps you could do that. Fiona or Donald, take your pick.
Oh, yeah. Okay. I'll do it. I move that Davidson & Company be reappointed as auditor of the company and that the directors be authorized to set the auditor's remuneration.
Thanks very much. Would someone second that motion? Thank you, Fiona. Thank you. It's been moved and seconded that we reappoint Davidson & Company LLP, Chartered Accountants, as auditor of the company and that the directors be authorized to set the auditor's remuneration. After reviewing the numbers, the term of it has it, and the motion is adopted. Now, ratification of the equity awards plan. The next item of business is to ratify, confirm, and approve the company's new 10%, rolling up to 10%, and fixed up to 10% equity awards plan, which we'll refer to herein as the equity awards plan. A copy of which was made available in the management information circular and to approve the reservation of common shares from treasury for the issuance under the equity awards plan.
The equity awards plan is intended to complement the company's 2024 stock option plan, which we call the option plan, which was approved by the shareholders last year at Kidoz's 2024 annual general meeting. Equity awards under the equity awards plan shall be granted only to directors, officers, employees, management company employees, or consultants of the company. The terms of the equity awards plan and the rules of the Toronto TSX Venture Exchange provide that the equity awards plan must be approved by a simple majority of the votes cast by the shareholders at this meeting. Accordingly, the shareholders will be asked to pass an ordinary resolution set out on page 25 of the management information circular to ratify, confirm, and approve the new incentive plan and reserve common shares for the issuance under the equity awards plan, plan resolution. Donald, would you mind?
I move that the plan resolution set out on page 25 of the Management Information Circular be approved.
Thank you. Will someone second that motion? Henry, perhaps yourself.
I second.
Thank you. Thank you. It's been moved and seconded that the plan resolution as set out on page 25 of the Management Information Circular be approved. Fortunately, everybody else agrees. The affirmative has it, and the motion is adopted. Is there any other new business to be brought from the floor? If anybody wishes to bring something up, please wave your hand. None. Therefore, thanks to you. At this stage, we normally close the official part of the business and discuss the affairs of the company. I'm going to do that now. There being no further business, I declare the meeting terminated and will turn over the meeting to Jason, our CEO, to provide an overview of our business today and an update of our progress, after which we will then welcome any questions to any of you. Thanks very much. Appreciate your attention.
Jason, if you take over, that'd be great.
Sure. Thank you, Tarrnie. Welcome, everybody. Great to see you. I'm Jason Williams. I'm the CEO of Kidoz. Today we are, of course, celebrating the success, which was 2024. Many things have happened since then, so I have an update ready. Fittingly, 2024, particularly the second half, and even more particularly, Q4 of 2024, was a great turning point for the company and for the market success of our technology. We have continued that strength into 2025 as I get this presentation ready. A number of great things are happening at the company, which I'm very excited about. We have stronger market traction than we've ever had before. We have a stronger investor position than we've ever had before. I believe firmly that we're going to see this success carry forward not only through the remainder of 2025, but into 2026.
This is the latest investor deck that we have been working on internally with the help of the executive team and also with our new head of capital markets, Phil, who's here and who I had the pleasure of attending the Planet MicroCap Conference in Toronto in October, where we made a number of presentations to interested investors with this precise, exact deck, minus a few small updates as we've been iterating on what the numbers are. Essentially, Kidoz is an advertising system. The Kidoz system works within the in-app environment. Essentially, the easiest way to think about it is if you are playing an app, which is often a game, and you get an ad, it comes from a system very much like Kidoz. Kidoz has one of these advertising systems. It's fully proprietary in every component. It's special in that it is kid-safe.
It complies with global and also specific national in America regulations for compliantly advertising to children. That is one of the secrets of our success and of our system. It underpins where we're going next and how we're growing within this mobile gaming environment. It's a wonderful environment, actually. It's a place where advertising can still be innovative. It's much more difficult for smaller companies to operate, say, in a YouTube environment or on the social networks, which are walled garden environments dominated by enormous tech companies that set the rules. In the in-app space, it is open for innovation and development and monetization from smaller and intelligent technology companies such as Kidoz.
One of the great things that's happening is that the biases around this environment are falling away because ultimately, marketers are looking for eyeballs, and there are 3 billion eyeballs playing mobile games globally. There is no shortage of opportunity. Also, interestingly, the app environment has benefited from a protective layer from the AI attack, which has happened on the open internet. The AI systems are combing those websites and providing succinct answers to users who no longer need to click through to websites. That has upset the advertising environment on the wider internet. That is actually helping to put some tailwinds behind the in-app environment as that money needs a new place to go.
This chart looks at the growth of in-app advertising when compared with social and CTV, which are more mature digital advertising environments that have benefited enormously from a great run and a great embracement by the agencies and brands, pushing the revenues in those segments up to CAD 270 billion in the case of social advertising. You'll notice that each of these pillars has 3 billion users. This pillar, our pillar, the in-app advertising pillar, is trailing significantly. As there's a long period ahead, I believe, of balancing, which we're going to see as more spend moves into this in-app advertising area. That will benefit both Kidoz and our non-kids brand, Prado, as they continue to develop expertise and relationships in these areas and capture more advertising dollars. That's really exciting for us.
What we're offering to brands, and it's specifically brands that we're working with, is creativity and advanced targeting without using customer data. We're doing so compliantly for kids and at scale for adults. That is really working with the brands that we work with. While many companies still rely completely on data targeting, the Kidoz solution is kid-safe, which also is brand-safe. Brands can use our system in a way that will help them to find new customers and create global or national awareness and do so in a creative way that has great engagement, great recall, and higher return on advertising spend. We're seeing that with our key clients here, three of our key brands. Each of these groups, we're incredibly grateful for their trust. We have worked tirelessly to expand our system and deliver the best possible results.
Each one is working with us in slightly different ways, but each one is growing with us as Kidoz grows. Nothing could be a stronger vote of confidence than the trust from these incredible brands that prioritize compliance, care about brand safety, and are also looking to build awareness on a national and sometimes global scale. The Kidoz platform is perfectly poised for growth at this point. We have invested around CAD 20 million fully expensed in our technology platform. That is growing faster and doing more interesting things every day. We have a first-class technology team who is moving at a speed and a capability which I have the pleasure of witnessing every day. That is separating us from our competitors. We're moving quickly in the mobile gaming space.
We're talking to agencies and brands to get them engaged on the segment and targeting users in a way that opens a much wider audience than if we were limited to only data targeting. It's very exciting across a number of metrics and another number of components in our system. We're seeing that growth today in 2025, and we believe firmly that it will carry across into 2026. We can see these good margins. We can see the strong growth. It's my job and the rest of the team's job to continue this strength to close out 2025, excuse me, and achieve that growth in 2026. This slide talks about how we bring in new clients. We do so just by winning that first campaign and bringing them into the system so that they can understand what they're working with and that it's a high-value system.
We start to layer on the precision targeting. We focus on engagement metrics, which our operations team builds and tests and executes on at a level that our own clients are saying is frequently unmatched by other competitors, which is another great vote of confidence. What we do for many of our key clients is we actually build custom creatives for them because what is unique, or one of the things that's unique about the in-app environment, is that it's very interactive. Unlike a YouTube environment where, as a user, you're afraid to touch the screen, in the in-app environment, you're encouraged to touch the screen. That creates the opportunity for us to build custom creatives around the brand messaging. Those resonate really well with clients and customers.
We see industry-leading engagement levels like we did on this great campaign that we ran for McDonald's, where we were using our system. This was not a kids' campaign, which we do a number of kids' campaigns every year for McDonald's. This was a great test for them to look into the non-kids area. What they wanted to do specifically was to advertise the Quarter Pounder with Cheese to Hispanic Americans. You'll notice that the creative there on the right, which we built, was a mini game where you build a burger. It was in Spanish. We used our brand-safe system at scale to not employ data targeting, but to still reach Hispanic Americans. We did so with a number of techniques that were really impressive and worked really well to bring value to McDonald's.
Of course, the best vote of confidence is that they rebook more campaigns. They've done so with us. We continue to execute at a really high level for this critical brand. This slide is important because if we're talking about the in-app environment, the key company to make a note of is AppLovin. AppLovin is the gorilla in the in-app space. They have, of course, a number of differences, the main being there are many billions in revenue, but they operate in the same in-app space. They're the leader in what I will call install campaigns. Most of their campaigns are not for brands, but they are from other games or systems that want to drive you to the app stores to install a new app. That is a very large market and one that they are dominating.
Kidoz, on the other hand, is looking totally at brands and coming at it from a compliance and data-free approach. We think that as we continue to grow and continue to build brand and agency traction, our valuation multiples will increase as we continue to kind of expand on the moats that we have, which are both technology-laden and brand recognition-laden and strategy-laden in the fact that we are data-free. Here are some of those moats. We have, as I've said, a fully proprietary system that is end-to-end and is adding new features every day. The exciting thing about owning your own technology platform that makes a good amount of money today, the exciting part is that if you keep working and keep cycling and keep creating new features, it's going to make more money tomorrow. That's our vision, and that's our plan.
That is what we are going to execute on, is continuing to grow and delivering profits for now on a year-to-year basis to our investors. This is a graph that shows the 2024 revenue, how that was split. You can see we're quite global, heavy in Western Europe and North America. This will be a little bit more balanced for North America in 2025, as we've had some good scale-up in the States. This is a slide that shows how distributed we are as a company. We have employees all over the world running our 24-hour operation. We also work with a global sales network that helps to bring in campaigns from all over the world. Here is a chart that I like to spend a few minutes with.
In particular, when we're looking at the yearly revenues over here, we had a previous high of $15 million in 2022, small profit. We went through this period of static slash down. From the numbers, that doesn't tell a great story. Actually, what happened here is that this 2022 revenue was 100% reseller revenue. We knew that the future of the business was not depending on our resellers for all of our global deals, particularly in the critical market, which is the United States. We began the journey of selling directly to brand and agency. Through these two years, we replaced an enormous amount of revenue. Now coming out into 2025, when we're forecasting $18 million in revenue, instead of $15 million of reseller revenue, we now have about $6 million and about $12 million of brand direct revenue.
Through these three years, we've replaced $9 million worth of revenue with $12 million worth of brand direct revenue, which is an incredible achievement for our commercial team. I am very, very pleased to say that we've built some great relationships and will be focusing on the strength and development of our commercial team moving forward. Here we can see on the quarterly basis, obviously, there is seasonality in our business as we're dependent on the toy and entertainment segments of the kids' business. This is one of our big challenges moving forward into 2026 to try and smooth this out. We have a number of strategies in place that are going to help into 2026, although I expect 2026 won't be too different as those strategies will take more than one year to get off the ground fully. We're expecting big things out of 2026.
Here are some highlights from where we finished the 2024 year, healthy cash balance, uptick in our revenue, and most importantly, that profit number. We turned a small but tidy profit in 2024, which we will be growing upon in 2025 if everything goes to plan. Obviously, our Q3 numbers have been out and starting to kind of put that picture together. The Q4 will be out in the new year. Here is our roadmap. We are working on a number of great direct partnerships. We are offering the system to users of all ages. We are offering value-added services such as our creative development. We are expanding cross categories, not just in kids, but also to teens and all ages. We are building tremendously on the strength of the system. That is adding to our ability to deliver at scale always with great margins.
We're growing internationally quarter- over- quarter and year- over- year. This is a chart that our Chairman is a big fan of because he has followed the Zoomd story very closely. He believes that we're just a little bit behind in terms of the timing. If we were to continue our numbers, we should see a nice uptick in the stock just like Zoomd saw. We're very hopeful that this will be our trajectory as well. Here is our management team. We've got Tarrnie who's on the call, Eldad, who is away, myself, Stacey, who I believe is on the call, and Henry pushing forward on each pillar of the business. Really pleased to have everyone. Very lucky to have such a talented team.
There are a lot of people here that are not mentioned, but the Kidoz team is growing and is an exceptional group of talented individuals that we are very, very lucky to get to work with. Here is our Chairman and our non-executive directors, many of whom are on the call today. Thank you, Fiona and Moshe David and Claes, who I think we are missing. Finally, here is the capitalization slide for November 2025. We are starting to build a good network of engaged investors. I encourage any investors, new investors, or potential investors to reach out and give us an opportunity to give you the latest update, which you are seeing now. I am happy to answer any questions both after this and one-on-one. We have got a great structure. We have been shepherding this entity for a long time.
We have the technology now and the strategy now and the traction now to take it to the next level, which I'm very excited to be doing and grateful for all of the investors who come along for the ride. That is the last slide. Thank you so much, everyone. I welcome questions at this time.
If anybody'd like to ask any questions, would they please tick the little button that puts your hand up? We will try to answer them. I might add, because it's one of my favorite talking points that Jason didn't emphasize, but I like to emphasize, is that we expense all of our R&D, which is over CAD 20 million over the last several years. That doesn't show up, of course, very clearly in software companies. It's good to hear that the U.S. accounting authorities are in the process of perhaps looking at even changing that so that software companies can end up with the value showing on the balance sheets of their R&D, which doesn't show up now on software companies' balance sheets if they don't expense and capitalize their software.
Because we do expense, that means that we no longer have to, when we complete projects, we no longer have to depreciate them. As a result, that shows roughly that we generally have a loss in the first few quarters until our fourth quarter when we pick up for the rest of the year. The advantage of expensing your software is that from now on, it significantly improves our operating leverage and that every dollar coming in, a good chunk of it, comes straight to the bottom line. We think that'll show up in the future. Any other comments that anybody would like to make? Asking of Jason or myself or any of the directors? Going, going, going, gone. Thank you very much for your attendance today. We look forward to expanding our business and continuing to grow.
Hopefully, that'll show an improvement in the stock market itself and the share price that we all and liquidity that we all anticipate will happen as we improve our performance. I'd also like to thank all the, not just you, the shareholders that are here, but all of our employees, many of which are also attending, and thank them for all of their strong efforts and work that they've done. Once again, to thank the directors for helping us steer the company forward. Thank you all. Appreciate your attendance. We'll now say goodbye.
Thank you, everyone. Thanks so much for coming.