Good morning, everyone, and thank you for joining us for Numinus's 2025 Annual General and Special Meeting of Shareholders. My name is Michael Tan, CEO of Numinus. It is a pleasure to be here with you all today. We'll begin today's meeting with the official business of the shareholder meeting, after which a quick update on company business will be provided. As a first step, I ask the proposed scrutineer and secretary of the meeting to confirm that quorum is present and the meeting is duly constituted, respectively.
Good morning. I report that 55 persons representing 65,684,359 common shares are present at the meeting. That represents 20.49% of the shares outstanding as of the record date.
Good morning, Mr. Chair. I can report that a quorum has been met for this meeting, and the meeting is duly constituted.
Thank you. I now call this meeting to order. Again, welcome to The Annual General and Special 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 Lumi Connect, we will start with some housekeeping matters to ensure the orderly conduct of the meeting. Questions may be submitted to the moderator, Craig MacPhail, by any registered shareholder or duly appointed proxy holder using the instant messaging service of Lumi Connect. Questions on any motion or questions regarding procedural matters related to the business of the meeting may be addressed during the meeting, and questions of a general nature and questions unrelated to any matters placed before the meeting will be considered after the formal business of the meeting is concluded in connection with the business update.
For the purposes of the meeting today, voting on all matters will be governed by votes previously submitted by proxy, as well as votes from cast on Lumi Connect by those entitled to vote at the meeting. 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. If you do wish to change your vote, whether you can do so will depend on how you hold your shares. If you hold your shares in a brokerage account, then your ability to change your vote will depend on what you've arranged with your broker. Voting again at this meeting will revoke any previously delivered proxy. All matters proposed for proposal at the meeting must be approved by a majority of the votes properly cast.
Virtual voting for all of the resolutions before this meeting will now open on the Lumi platform and will remain open until we advise that 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 of the business within a reasonable period of time, we have prearranged 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.
Generally, results of all matters on which shareholders vote at the meeting will be shared at the end of the meeting when the poll on Lumi Connect is closed and voting results have been tabulated. I'll ask Dennis Frawley, legal counsel of Numinus, to act as secretary of the meeting, and I'll 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 31st, 2024, together with a report of the auditor Theron. Copies of the financial statements and auditor's report were mailed to each shareholder who had indicated their wish to receive such documents. The financial statements 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 for a motion on the adoption of a resolution to set the number of directors of the board of Numinus at four.
I so move.
I second the motion.
Thank you.
As a reminder, voting is open on the Lumi platform.
Michael, there are no questions.
Thank you.
Mr. moderator, 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, then the nominee will be considered to have not received the support of the shareholders for the purpose of the majority voting policy, and such director is expected to immediately tender his or her resignation to the board to take effect upon acceptance by the board. In addition, the rules of the Toronto Stock Exchange require that detailed results of the vote for the election of directors be made public 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.
Shareholders are reminded that in accordance with Numinus' organizational documents, advance notice is required for this meeting to be asked to consider a nominee other than the recommended nominees identified in the meeting materials. As there were no other nominees submitted pursuant to the advance notice policy, I invite a motion on the adoption of a resolution to nominate those persons named in the circular being Payton Nyquvest, Larry Timlick, Michael Tan, and Donna Wilson as directors of Numinus to hold such office until the next annual meeting of shareholders or until the election or appointment of a successor.
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 for the election of directors will be made available after the meeting. Questions regarding the motion or procedural matters may be submitted via the Lumi instant messaging platform. We'll now pause the meeting to confer with the moderator regarding any questions received.
Michael, there are no questions.
We've conferred with the moderator and confirm that we can proceed. Thank you. The next item of business is the appointment of the auditors of Numinus. I will now ask for a motion on the adoption of a resolution on the appointment of Davidson and Company as the auditors of Numinus and also authorizing the board to fix the auditor's remuneration during this period.
I so move.
I second the motion.
Thank you. As a reminder, the polls remain open on the Lumi platform. Questions regarding the motion or procedural matters can be submitted via the Lumi instant messaging platform. We will now pause the meeting to confer with the moderator regarding any questions received.
Michael, there are no questions.
We have conferred with the moderator and confirmed that we can proceed. The next item of business is the approval of the Omnibus Equity Incentive Plan of Numinus. I will now ask for a motion on the adoption of a resolution to reapprove the company's amended and restated Omnibus Equity Incentive Plan and also approve the unallocated entitlements issuable thereunder.
I so move.
I second the motion.
Thank you. As a reminder, the polls remain open on the Lumi platform. Questions regarding the motion or procedural matters can be submitted via the Lumi instant messaging platform. We'll now pause the meeting to confer with the moderator regarding any questions received.
There are no questions, Michael.
Thank you. We have conferred with the moderator and confirmed that we can proceed. The next item of business is the approval of the share consolidation of Numinus. I will now ask for a motion on the adoption of a resolution to adopt the resolution approving the consolidation of the shares of Numinus that would be implemented at a maximum ratio of 40 existing common shares for 1 post-consolidation common share, as described in the information circular for the meeting and set out in the consolidation resolution on pages 19 and 20 of the circular.
I so move.
I second the motion.
Thank you. As described in the circular, if the consolidation resolution is adopted at this meeting, the board will be authorized to implement a share consolidation at a time of their choosing, and the ratio of that consolidation would be determined by the board up to a maximum ratio of 40: 1. As a reminder, the polls remain open on the Lumi platform. Questions regarding the motion or procedural matters related to this motion can be submitted via the Lumi instant messaging platform. We will now pause the meeting to confer with the moderator regarding any questions received.
There are no questions, Michael.
We've conferred with the moderator and confirmed that we can proceed. The next item of business is approval of delisting from the TSX. I will now ask someone for a motion to adopt the resolution approving the voluntary delisting of the shares from the Toronto Stock Exchange if and when the board, in its sole discretion, determines that such delisting is in the best interests of Numinus.
I so move.
I second the motion.
Thank you. As a reminder, the polls remain open on the Lumi platform. Questions regarding the motion or procedural matters related to this motion may be submitted via the Lumi instant messaging. We will now pause the meeting to confer with the moderator regarding any questions received.
Michael, there are no questions.
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 therefore adopted at this meeting, and that each Director nominee has been duly elected as a Director of Numinus. As such, I declare all motions carried. Is there any other matter a shareholder wishes to raise? If so, please enter it on the Lumi instant messaging system. We'll now pause the meeting to confer with the moderator regarding any questions received.
There are no questions, Michael.
We've conferred 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 concluded. I will now make a few remarks, and management will address the questions asked by registered shareholders and duly appointed proxy holders through the Lumi platform during today's meeting. First, I want to quickly address the trading halt. Since the second half of July, we've filed our 2024 year-end and both Q1 and Q2 fiscal 2025 financials. We expect Q3 by month end, bringing us fully current and enabling the next steps to return to normal trading. The voluntary delisting from the TSX would be considered in line with the decision to relist on another exchange, which is to be determined. With that foundation in place, Numinus is firmly transitioning from direct care to becoming the backbone of in-clinic delivery for psychedelic medicines.
We're building the infrastructure, reimbursement systems, therapist training, compliance tools that thousands of clinics will need as these therapies enter mainstream care. Our platform rests on two strong business units: Cedar Clinical Research, with over two dozen active studies, including over a dozen in psychedelics, generating predictable research revenue, and Numinus Training. We've trained over 2,000 practitioners, including 400 research therapists, preparing the workforce for when these medicines are eventually approved. Momentum in the sector is accelerating. Compass Pathways, for example, just reported first-ever positive phase three results for their psilocybin and treatment-resistant depression. At the federal level, the FDA is signaling flexibility. Members of Congress are pressing the VA to move quickly on psilocybin research and MDMA for veterans. States are moving too: New Mexico, Texas, Colorado, and Oregon, to name a few.
I think combined these developments underscore that psychedelic medicine is moving rapidly toward approval and adoption and highlight the critical need for the infrastructure that Numinus provides. Today, you voted on 40: 1 share consolidation to broaden investor appeal and a voluntary TSX delisting to eventually access the market, better aligned with our growth strategy. In short, Numinus's focus is advancing its financial health and strategically positioned to be the bridge from trial to clinic. We're here to make sure these treatments reach the patients who need them most.