Good afternoon, and welcome to the 2025 Annual Meeting of the Common Shareholders of TerrAscend Corp. My name is Jason Wild, and I am the Executive Chairman as well as a director of the corporation. Given that we wish to engage with as many of our shareholders as possible, regardless of their physical location, this meeting is being held again this year as a completely virtual meeting. This virtual meeting will be conducted in the same manner as our 2024 annual meeting. Our goal is to replicate the experience you would have if today's meeting were being held in person. If any shareholders or proxy holders have any technical issues with voting or submitting a question during this meeting, please use the URL link posted on the moderator board for assistance.
In order for us to run the meeting efficiently, we encourage shareholders and their valid proxy holders who have specific questions related to one of the formal items of business to submit their comments through the platform now, clearly identifying the applicable item of formal business. We will do our best to address questions related to the formal items of business as they are addressed during this meeting. Shareholders and their valid proxy holders can submit questions by clicking on the question icon and submitting their questions. Guests will not be able to submit questions.
We have three matters of business to consider at this meeting, namely: one, the election of directors of the corporation; two, ratification of the appointment and remuneration of the corporation's auditor for the coming year; and three, approval of an ordinary resolution to modify the terms of an aggregate of 3.7 million stock options held by certain insiders of the corporation from their current respective exercise prices to a modified exercise price provided that the insider continues to serve the corporation for a period of 12 months from June 24th, 2025, which resolution is hereinafter referred to as the Option Amendment Resolution. The meeting is now called to order. In accordance with the bylaws of the corporation, I will preside as chair of this meeting, and Lynn Gefen will act as secretary of this meeting. Paul Keyes of Odyssey Trust Company will act as scrutineer for this meeting.
The notice calling this meeting together with the corporation's Management Information Circular describing the business of the meeting had been properly provided to holders of common shares of the corporation as of April 25th, 2025, the record date for the meeting. The corporation relied upon notice and access procedures to deliver the meeting materials in accordance with applicable securities laws. Copies of the 2024 audited annual financial statements of the corporation and the auditor's report thereon, as well as the related management discussion and analysis, are available under the corporation's profile on SEDAR+ and are filed with the United States Securities and Exchange Commission through EDGAR. Accordingly, unless there is an objection, I will dispense with the reading of the notice of meeting.
Prior to the start of the meeting, the scrutineer filed a preliminary report on attendance, and the secretary has confirmed to me that there is a quorum of shareholders present at this meeting. Accordingly, this meeting is duly and properly constituted for the transaction of business. I direct that the confirmation of mailing of the notice of meeting and the scrutineer's report on attendance be attached to the minutes of this meeting. Given that this is a virtual meeting, voting will be conducted by online ballot. If you are a registered shareholder who used your control number to log into the meeting or a duly appointed proxy holder using the username provided by Odyssey to log into the meeting and you accept the applicable terms and conditions, you will have the opportunity to vote today by online ballot.
If you have already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now, and your shares will be voted as previously instructed. If you intend to vote again through the online ballot during today's meeting, your online vote will revoke your previously submitted proxy. If you have already voted by proxy and do not wish to revoke your previously submitted proxy, do not vote again during this meeting. The polls will be open for all items of business to be voted on at the same time. This will allow you to vote on each item immediately. The items of business to be voted on and your available voting options will be visible on the voting panel on your screen. To submit a vote, please click on your desired voting choice displayed on your screen.
After your vote, a message confirming that your vote has been received will appear. Your vote can be changed by simply clicking the other available option. If you wish to cancel your vote, please press cancel. Once all items of business have been presented, we will provide a few additional moments to enter your votes. I will then declare voting closed on all matters of business. The preliminary results of the votes on each matter will be announced prior to the close of the meeting.
A simple majority of the votes cast by TerrAscend shareholders present virtually or represented by proxy and entitled to vote at the meeting must be voted in favor of all resolutions to be considered today, except the resolution to approve the Option Amendment, which must be approved by a majority of the disinterested votes cast in favor, as I will explain further at the appropriate time. I now declare the online voting polls open on all items of business. We will now proceed with the presentation of the corporation's audited consolidated financial statements for the year ended December 31st, 2024, and the auditor's report thereon, which are available under the corporation's profile on SEDAR+ and on EDGAR. No vote is required with respect to this matter. Given there are no comments or questions, we will move on with the next items of business.
The first item of business to be voted on at this meeting is the election of the directors of the corporation. The number of directors to be elected at this meeting has been set by the corporation's board of directors at five. The Management Information Circular contains the names and backgrounds of the individuals who have been nominated by the corporation for election until the close of the next annual meeting. I now declare the meeting open for nominations. In the interest of expediency, I will ask Ari Unterman, a proxy holder and associate general counsel at the corporation, to make the nominations on behalf of management of the corporation.
I nominate each of the persons specified in the Management Information Circular delivered with the notice of meeting, namely Mr. Craig Collard, Ms. Kara DioGuardi, Ms. Ira Duarte, Mr. Ed Schutter, and Mr. Jason Wild, to serve as directors of the corporation and to hold office until the close of the next annual meeting of shareholders of the corporation or any postponements or adjournments thereof, unless their offices are vacated earlier or their successors are duly elected or appointed in accordance with the articles and bylaws of the corporation.
As the corporation did not previously receive timely notice of any further nominations of persons for election as directors of the corporation, as required by the advance notice provisions of the corporation's bylaws, I declare the nominations closed. In order that a vote may be held on this matter, I request a motion that the five persons nominated as directors of the corporation be so elected.
I so move.
I second the motion.
Before I call for a vote on the motion, I will now pause for a moment to confirm whether any questions on this matter have been submitted.
I confirm we have not received any questions related to this motion.
Thank you. Registered shareholders or their duly appointed proxy holders can vote by online ballot by selecting the applicable vote options on the voting panel displayed on their screens. As a reminder, if you have previously submitted a completed proxy and you do not wish to change your vote, it is not necessary to vote again on this matter. As all polls will remain open, we will continue with the meeting. We will now proceed with the ratification of the appointment of the auditor and independent registered public accounting firm of the corporation and fixing of the auditor's remuneration.
In order that a vote may be held on this matter, I request a motion for the ratification of the appointment of MNP LLP Chartered Professional Accountants, licensed public accountants as the auditor and independent registered public accounting firm of the corporation until the close of the next annual meeting of shareholders of the corporation or until a successor is duly appointed and that the board of directors of the corporation be authorized to fix their remuneration.
I so move.
I second the motion.
Before I call for a vote on the motion, I will now pause for a moment to confirm whether any questions on this matter have been submitted.
We have not received. I confirm that we have not received any questions related to this motion.
Thank you, Lynn. Registered shareholders or their duly appointed proxy holders can vote by online ballot by selecting the applicable voting options on the voting panel displayed on their screens. As a reminder, if you have previously submitted a completed proxy and you do not wish to change your vote, it is not necessary to vote again on this matter. As all polls will remain open, we will continue with the meeting. The third item of business to be voted on at this meeting is the approval of the Option Amendment Resolution. The Option Amendment Resolution modifies stock options held by certain executive officers and directors of the corporation, as described in more detail in the Management Information Circular.
In the case of the approval of the Option Amendment Resolution, as required by the rules of the TSX, the votes attached to common shares held and beneficially owned by insiders of the corporation holding any options subject to modification will be excluded from the vote. The modification of the stock options is being approved in accordance with the stock option plan and the rules of the TSX, and with a view to motivating the achievement of the corporation's long-term strategic objectives and thereby better aligning the interests of certain insiders with those of the shareholders more generally. The insiders of the corporation that hold stock options that are proposed to have their terms exercise prices modified are more fully described in the Management Information Circular.
It is proposed that a total of 3,706,250 stock options held by certain reporting insiders of the corporation, which represents approximately 1.26% of the corporation's issued and outstanding common shares as of the record date. The full text of the ordinary resolution to be considered at this meeting is set forth in the Management Information Circular, and unless otherwise requested, I will dispense with the reading of such resolution. In order that a vote may be held on this matter, I request a motion that the Option Amendment Resolution as set out in the corporation's Management Information Circular dated April 28, 2025, be so approved.
I so move.
I second the motion.
Before I call for a vote on the motion, I will now pause for a moment to confirm whether any questions on this matter have been submitted.
I confirm that we have not received any questions related to this motion.
Thank you. Registered shareholders or their duly appointed proxy holders can vote by online ballot now. As a reminder, if you have previously submitted a completed proxy and you do not wish to change your vote, it is not necessary to vote again on this matter when the polls open during the meeting. We will now briefly pause to allow shareholders time to complete voting on the items of business of the meeting. I confirm the polls are now closed, and we will provide the scrutineer an opportunity to tabulate the results. The scrutineer has tabulated the results, and I am pleased to confirm that the scrutineer has reported to me that all matters put to a vote today have been passed with the requisite shareholder approval.
Accordingly, I hereby declare the nominated directors elected, the ratification of the appointment of the auditor and independent registered public accounting firm, and the Option Amendment Resolution approved. I would ask the secretary to file a copy of the scrutineer's report on today's voting results with the minutes of this meeting. A press release in form 8-K will be issued following this meeting to announce voting results. This concludes the formal business of today's meeting, as there is no further business that may be properly considered. I declare the meeting to be terminated. On behalf of the board and management of the corporation, I would like to thank everyone for attending today.