AGM 2021

Jun 28, 2021

Thank you for standing by. This is the conference operator. Welcome to the twenty twenty one Annual Meeting of Shareholders of TerrAscend Corp. I would now like to turn the conference over to Jason Wilde, Executive Chairman and Director of the Corporation. Please go ahead. Good afternoon, and welcome to the twenty twenty one Annual Meeting of the Common Shareholders of TerrAscend Corp. My name is Jason Wilde, and I am the Executive Chairman as well as the Director of the Corporation. Again, this year, given we continue to be impacted by COVID-nineteen and to mitigate risks to health and safety of our community, employees, and stakeholders, this meeting is being held as a completely virtual meeting. The virtual meeting will be conducted in the same manner as our first virtual meeting held last year, and our goal is to replicate the experience you would have had the meeting being held in person. If any shareholder or proxy holder has technical issues with voting or submitting a question during the meeting, please click on the Support button under the Information section of your screen for technical assistance. Given the virtual format of the meeting and in order for us to run the meeting efficiently, we encourage shareholders who have specific comments or questions related to one of the formal items of business to submit their comments now through the platform, clearly identifying the applicable item for formal business. We will continue to I'm sorry, we will do our best to address questions or comments related to the formal items of business as they are addressed during the meeting. Shareholders can submit questions by clicking on the question icon, typing in and submitting their questions. We have two regular business matters to continue at this meeting, being the election of the directors and the reappointment and remuneration of the corporation's auditor for the coming year. The meeting is now called to order. In accordance with the bylaws of the corporation, I will preside as chair of this meeting, and Jordan Inkster will act as secretary of the meeting. Frank, Ketlik of Odyssey Trust Company will act as scrutineer for this meeting. Okay. The notice, calling this meeting, together with the business of the meeting, have been properly sent to holders of common shares of the corporation as of 05/21/2021, the record date for the meeting, copies of the 2020 audited annual financial statements of the corporation and the auditor's report thereon as well as the related management discussion analysis are available under the corporation's profile on SEDAR. Accordingly, I will dispense with reading with the reading of the notice of the meeting. Prior to the commencement of this 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, the meeting is duly and properly constituted for the transaction of business. I direct that the confirmation of the mailing of the notice of the meeting and management information circular received from Odyssey Trust Company and the Scrutineers' complete report on attendance be attached to the minutes of the meeting. Given this is a virtual meeting, voting at today's meeting will be conducted by online ballot all matters. If you are a registered shareholder who used your control number to log in to the meeting or a duly appointed proxy holder using the username provided by Odyssey Trust Company via email to log into the meeting and you accept the terms and conditions, you will be provided with the opportunity to vote by online ballot. Please remember that if you have already voted by proxy and you vote again during the online ballot, 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 the 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 the voting choice displayed on your screen. After you 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 discussion is concluded on all the items of business, we will provide a few additional moments to enter your votes. I will then declare voting closed on all matters of business. The results of the votes on each matter will be announced prior to the close of the meeting. Each item of business to be considered requires that a majority of the votes cast be voted in favor in order for the resolution to pass. I now declare the online voting polls open on all items of business. We will now proceed with the presentation of the company's audited consolidated financial statements for the year ended 12/31/2020, and the auditor's report thereon, which are available under the corporation's profile on SEDAR. Okay. The next item of business 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 that have been nominated by the corporation for election until close of business of the next Annual General Meeting. I now declare the meeting open for your nominations. In the interest of expediency, I will ask Jordan Inkster, a proxy holder and senior legal counsel to 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 a notice of meeting, namely, mister Craig Hollard, mister Richard Matanek, mister Ed Shudder, Ms. Lisa Schwartzman, Mr. Jason Wilde, to serve as directors of the corporation to hold office until the close of the next annual meeting of shareholders of the corporation or until their successors are duly elected or appointed in accordance with the articles and bylaws of the corporation. Great. So I'm sorry. I didn't hear you, Jordan. What was the last thing that you, that you said about bylaws of the corporation? I'm sorry. Has 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 advanced notice provisions of the, corporation's bylaws, I declare the nominations closed. In order that a vote be held on the matter, I request a motion that the five person nominated 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 directors, I will pause for a moment to allow for any questions on the matter to be submitted. Okay. I confirm that we have not received any questions specifically on this motion. Thank you. 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. 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 reappointment and fixing of the remuneration of the auditor of the corporation. In order that a vote may be held on the matter, I request a motion that MMP LLP, chartered professional accountants, licensed public accountants, to be appointed as the auditor of the corporation until the close of the next Annual Meeting of Shareholders of the corporation or until a successor is 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 allow for any questions on this matter to be submitted. I confirm that we have not received any questions specifically on this motion. Thank you. Registered shareholders or their duly appointed proxy holders can vote by online ballot now. 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. We will now briefly pause to allow shareholders time to complete voting on the items of business of the meeting. Okay. I confirm the polls are now closed and that Scrutineer has tabulated the results. I am pleased to confirm that the scrutineer has reported to me that all matters put to a ballot have been passed with the requisite shareholder approval. Accordingly, I hereby declare the nominated directors elected and the auditors reappointed. The press release will be issued forthwith following this meeting. This concludes the formal business brought before the meeting. As there's no further business that may be properly considered at this meeting, I declare the meeting to be terminated. On behalf of the Board and the management of the corporation, I would like to thank everyone for attending today. All right. Thank you very much. This concludes today's conference call. You may disconnect your lines. Thank you for participating, and have a pleasant day.