AGM 2020

Aug 18, 2020

Thank you for standing by. This is the conference operator. Welcome to the Annual General Meeting of TerrAscend Corp. Conference Call. As a reminder, all participants are in listen only mode and the conference is being recorded. I would now like to turn the conference over to Jason Ackerman, Executive Chairman of the Board. Please go ahead. Thank you, and good afternoon, and welcome to the twenty twenty Annual Meeting of the Holders of Common Shares and Proportionate Voting Shares of TerrAsyn Corp. My name is Jason Ackerman, and I am the Chief Executive Officer of the Corporation as well the director. This year, to proactively deal with the unprecedented public health impact of COVID nineteen and to mitigate risk of health and safety of our communities, employees, stakeholders, this meeting is being held as a completely virtual meeting. Due to the nature of the virtual meeting, there will be some differences in how the meeting is conducted compared to years past. However, our goal remains the same, and we will do our best to replicate the experience for you if you had in the meeting was in person. Given the virtual format of the meeting and in order for us to expedite undertaking discussions on any matters proposed for a vote, we encourage shareholders who have specific comments or questions on a formal item or business to make such written submissions now, clearly identifying the applicable items of formal business. During the course of this meeting, at the appropriate time, such submissions will be addressed prior to the voting of any applicable motions. Following the formal meeting, we will have a question and answer session. If you have any questions not specifically related to an item of business to be discussed in today's meeting, please feel free to submit those questions at any time and they will be addressed at the conclusion of the meeting. Shareholders can submit questions by clicking on the questions icon, typing in and submitting their question. We will do our best to answer all shareholders' questions. But if for any reason we are unable to do so during the meeting, we will endeavor to follow-up with shareholders after the meeting. We have two regular business matters to consider at this meeting, being the election of the directors of the corporations and the reappointment and remuneration of the corporation's auditors 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 Alice McMillan of Blake, counsel to the corporation, act as secretary for this meeting. Unless there is any objections, Frank Kalic of Odyssey Trust Company will act as the scrutineer of this meeting. During the course of today's meeting, directors and officers of the corporation may, in their remarks or in response to questions, make certain statements which are forward looking statements and are perspective. Also, statements are covered by the disclaimer included in the MD and A and subsequently filed press release and are available under the corporation's profile on SEDAR. The notice calling this meeting together with the management information circular describing the business of the meeting have been properly sent to to holders of common shares and proportionate voting shares of the corporation as of 07/03/2020, the record date of this meeting. The materials included in the 2019 audited annual financial statements of the corporation and the auditor's report thereon as well as the related management discussion analysis. Additional copies of these materials are available under the corporation's profile on SEDAR. Accordingly, unless there is any objections, I will dispense with the reading of the notice of meetings. Prior to the commence to the commencement of this meeting, the scrutineer filed a preliminary report of on on attendance. The secretary has confirmed to me that there is a quorum of shareholders present. Accordingly, I declare that the requisite quorum of shareholders is present at the meeting as duly and properly constituted for the transaction of business. I direct that the confirmation of mailings of the notice of the meeting and management information circular received by Odyssey Trust Company and the scrutineers' complete report on the tenants be attached to the minutes of the meeting. Given this is a virtual meeting, the voting at today's meeting will be conducted by online ballots for all matters. If as a registered holder of duly appointed proxy holders, you are using your control number to log in to the meeting and you accept the terms and conditions, you will be provided the opportunity to vote by online ballot. 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 online ballot. 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 choices displayed on your screen. Once discussed discussions have concluded on all items of the 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 vote on each matter will be announced prior to the close of the meeting. 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 and the auditor's report thereon, which were included in materials mailed to shareholders in connection with this meeting. Unless there is an objection, I will dispense with the reading of the auditor's report. 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 six. I now declare the meeting open for nominations. In the interest of ex of expediting, I will ask Jordan Inkster, a proxy holder and senior legal counsel to the corporation, to make the nominations on behalf of the corporation. I nominate each of the person specified in the management information circular delivered with the notice of meeting, namely mister Jason Ackerman, mister Craig Collard, mister Richard Mavernak, doctor Michael Nashat, miss Lisa Schwartzman, mister Jason Wilde, to serve as directors of the corporation, to hold office until the close of the next annual meeting of of shareholders of the corporation, or until 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 or persons for election of directors of the corporation as required by the advanced notice provision of the corporation's bylaws, I declare the nominations closed. In order that any vote may be held on the matter, I request a nomination that the six persons request a motion that the six persons nominated as directors of the Croatian's Corporation be so elected. I so move. I second the motion. Before I call for a vote of the directors, I will pause for a moment to allow for any questions of this matter to be submitted. I confirm that we have not received any further questions specifically on this motion. Thank you. As previously noted, registered shareholders or their duly appointed proxy holders can vote by online ballot by electing the applicable voting option on the voting panel displayed on their screens. If you have previously submitted a completed proxy, you will have voted in respect of the six candidates, and it is not necessary to vote again on this ballot. As all polls remain open, we will continue with the meeting. We will now proceed with the reappoint and fixing of the remuneration of the auditors for the corporation. In order that a vote may be held on this matter, I request a motion that MMT LLP, chartered professional accountants, licensed public accountants be reappointed as the orders of the corporation until the close of the next annual meeting of the shareholders of the corporation or until a successor is appointed and that the board of directors of the corporation be authorized to fix the 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 they have not received any further questions specifically on this motion. Thank you. And as previously noted, registered shareholders or their duly appointed proxy holders can vote by online ballot by selecting the applicable voting option on the voting panel displayed on your screens. If you have previously submitted a completed proxy, you will have voted in respect to this matter. It is not necessary to vote again on this ballot. We will now briefly pause to allow shareholders time to complete the voting on this item of business of the meeting. I confirm that the polls are now closed and the scrutineer has tabulated the results. I will now report the results of the online ballot for the election of the directors reappointment and remuneration of the auditors of the corporation. I am pleased to confirm that the scrutineer has reported to me that all matters put to ballot have been passed with the requisite shareholder approval. Accordingly, as a result, I hereby declare the nominated directors elected and the auditors reappointed. The results of the business consideration at this meeting will be disclosed in the press release to be issued forthwith following this meeting. That concludes the formal business brought before the meeting. As there is no further business that may be appropriately considered at this meeting, I declare this meeting to be terminated. Thank you for attending virtually. We will now discuss any comments or questions that may have been submitted. Management will now be happy to take any questions if you have so. Chair, I confirm that we have not received any questions from shareholders regarding business to be properly brought before this meeting. Thank you. That is all for today. On behalf of the board and management of the corporation, I would like to thank you all for all the shareholders as well as others who have joined us today. Thank you, and good day.