Numinus Wellness Inc. (TSX:NUMI)
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Inactive · Last trade price on Jan 29, 2025
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AGM 2024

May 31, 2024

Payton Nyquvest
CEO and Chair of the Board, Numinus Wellness Inc.

Good morning, everybody, and thank you for joining Numinus's 2024 Annual General Meeting of Shareholders. My name is Payton Nyquvest, CEO and Chair of the Board. It is a pleasure to be here with everybody on the call. We will begin today's meeting with the official business of the shareholder meeting, after which any questions from shareholders will be addressed. With that, we will begin today's meeting by asking the proposed scrutineer and secretary of the meeting to confirm that quorum is present and the meeting is duly constituted, and respectively.

Leslie MacFarlane
Scrutineer, Odyssey Trust Company

Good morning. I report that there are at least 54 persons representing 50,261,204 common shares, or 15.68% of the outstanding common shares present at the meeting.

Paula Amy Hewitt
General Counsel, Numinus

Thank you, Leslie. Payton, I can confirm that quorum has been met, and this meeting is duly constituted.

Payton Nyquvest
CEO and Chair of the Board, Numinus Wellness Inc.

Thank you. I now call this meeting to order. Again, welcome to the Annual General Meeting of Shareholders of Numinus Wellness, Inc. With the consent of the meeting, I will act as chair. As this meeting is held virtually via the Lumi Virtual Shareholder Meeting platform, we will start with some housekeeping matters to ensure the orderly conduct of the meeting. Questions may be submitted to the moderator by any registered shareholder or duly appointed proxy holder using the instant messaging service of the Lumi platform. Questions in respect of a motion or questions regarding procedural matters directly related to the motions before the meeting may be addressed during the meeting.

Questions of general nature or unrelated to any matters placed before the meeting will be addressed during the question period at the end of the meeting. For the purpose of the meeting today, voting on all matters by way of vote cast on the Lumi platform and those votes previously submitted by proxy. If you have already voted by proxy ahead of the meeting, you do not need to vote again unless you wish to change your vote. Voting again will revoke any previously delivered proxy. All matters proposed for approval at the meeting must be approved by a majority of the votes cast. Virtual voting of all the resolutions before this meeting will now open on the Lumi platform and will remain open until we advise that the virtual voting will be closed.

Only registered shareholders and duly appointed proxy holders who have not previously delivered a proxy or who have delivered a proxy and wish to change their vote, are asked to vote on each item of business on the Lumi Platform. If you have delivered a proxy and do not wish to change your vote, you do not need to do anything. We will now proceed with the formal business of today's meeting. In order for the meeting to cover all the business within a reasonable period of time, we have pre-arranged with certain persons attending this meeting to move and second certain resolutions. This procedure is not an attempt to discourage participation, but merely a way to expedite proceedings. I'll now ask Paula Amy Hewitt, General Counsel of Numinus, to act as Secretary of the meeting.

I will ask Leslie MacFarlane of Odyssey Trust Company to act as scrutineer of the meeting. I now refer you to the audited financial statements of Numinus for the year ended August 31, 2023, together with the report of the auditor therein. Copies of the financial statements and auditor's report were mailed to each shareholder who had indicated they wished to receive documents, and therefore, have been placed before the shareholders of Numinus. If any shareholder has any questions or comments regarding the financials, please submit your questions and comments using the instant messaging service of the Lumi platform, and we will be pleased to address them at the conclusion of the meeting. We will now proceed with the election of the directors. I would ask someone to please move the adoption of resolution to set the number of directors of the board of Numinus at six.

Leslie MacFarlane
Scrutineer, Odyssey Trust Company

I so move.

Payton Nyquvest
CEO and Chair of the Board, Numinus Wellness Inc.

I second the motion. Thank you. As a reminder, the polls remain open on the Lumi Platform. If a registered shareholder or duly appointed proxy holder has any questions regarding the motion or procedural matters related to this motion, please submit them via the Lumi instant messaging now. We'll now pause the meeting to confer with the moderator regarding any questions received. We have conferred with the moderator and confirmed that we can proceed. We'll now proceed with the election of the directors. Under Numinus' majority voting policy, shareholders are entitled to vote for or withhold when voting on each individual director nominee. If a nominee director receives less votes for than withhold votes, they will not serve as a director of Numinus.

In addition to the rules of the Toronto Stock Exchange, require that detailed results of the vote for the election of directors be made publicly promptly after the meeting. It is therefore necessary to ensure that the number of shares voted in favor of or against each individual director is recorded. In addition, advance notice is required to making nominations at this meeting. As there were no nominations submitted pursuant to the advance notice policy, I will now ask someone for a motion to nominate those persons named in the circular, being Payton Nyquvest, Allan Morishita, Larry Timlick, Michael Tan, Donna Wong, and Donna Wilson as directors of Numinus, to hold such office until next annual meeting of shareholders or until their successors are duly elected or appointed. I so move. I second the motion. Thank you. As a reminder, the polls remain open on the Lumi platform.

Detailed results of the vote of the election of directors will be made available after the meeting in accordance with TSX policies. If a registered shareholder or duly appointed proxy holder has any questions regarding the motion or procedural matters related to this motion, please submit them via the Lumi instant messaging now. We'll now pause the meeting to confer with the moderator regarding any questions received. We have conferred with the moderator and confirm that we can proceed. The next item of business is the appointment of the auditors of Numinus. I will now ask someone for a motion to adopt the resolution appointing Davidson & Company LLP as the auditors of Numinus until the close of the next annual meeting of shareholders or until its successor is appointed and authorizing the board of directors to fix the auditor's remuneration during this period.

Leslie MacFarlane
Scrutineer, Odyssey Trust Company

I so move.

Payton Nyquvest
CEO and Chair of the Board, Numinus Wellness Inc.

I second the motion. Thank you. As a reminder, polls remain open on the Lumi platform. If a registered shareholder or duly appointed proxy holder has any questions regarding the motion or procedural matters related to this motion, please submit them via the Lumi instant messaging now. We'll pause the meeting to confer with the moderator regarding any questions received. We have conferred with the moderator and confirmed that we can proceed. At this point, all registered shareholders and duly appointed proxy holders should have submitted their votes on all motions brought forth at this meeting. If you have not already voted, please do so now. The polls will remain open for 30 more seconds. I would now ask that the polls be closed on the Lumi platform.

I have been advised by the scrutineer that all resolutions have been approved by more than the requisite majority, and that each director nominee has been duly elected as a director of Numinus. As such, I declare that all motions carried. Is there any other matter a shareholder wishes to raise? If so, please enter on the Lumi instant messaging system. We will now pause the meeting to confer with the moderator regarding any questions received. We have confirmed with the moderator and confirmed that we can proceed. As there is no additional business, I ask for a motion to conclude the formal part of this meeting. I so move. I second the motion. I declare the motion carried and the formal part of this meeting is concluded.

I will now make a few remarks, and management will answer any questions asked by registered shareholders and duly appointed proxy holders through the Lumi platform during today's meeting. Thank you for your participation in Numinus' Annual General Meeting of Shareholders. With that, we'll pause to confer the meeting with the moderator regarding any questions received. If there are no further questions, I would like to thank you for... Thank you all for participating in our meeting today. I look forward to updating you on progress of our business-

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