I will start with the script here. Ladies and gentlemen, welcome to the AGM of the shareholders of Neptune Digital Assets Corp., which will be referred to hereinafter as the corporation. My name is Cale Moodie, and I am the President, Chief Executive Officer, Chairman, and Director of the company. Pursuant to the articles, I am authorized by the corporation to act as C hairman of the meeting, and would like to welcome all of you here today on behalf of the corporation, and thank you for attending. I kindly ask that everyone joining the meeting by teleconference mute their lines until requested to speak. The meeting will now come to order. I will ask that Jamey Gilchrist, representative of the corporation's legal counsel, DLA Piper, to act as recording secretary of the meeting.
The required meeting materials were sent on January 24, 2025 to the registered shareholders and non-objecting beneficial owners of record as of January 7, 2025. Unless there's an objection, I will dispense with the reading of the notice of meeting. The matter is now open for discussion. If there is no objection, I declare the motion carried. I've also requested Deanna Guilfoyle, representative of the corporation's transfer agent, TSX Trust Company, to serve as the scrutineer for the meeting. For shareholders who attended the meeting in person, please register with Ms. Guilfoyle at this time. I don't believe we have any. I can confirm that Ms. Guilfoyle has provided me with a preliminary report of attendance. Having reviewed the preliminary report provided by the scrutineer, I can confirm the quorum is present and notice has been given in the proper manner.
Accordingly, this meeting has been duly called and is now ready for the transaction of business. Does someone need to go ahead here? Procedural note.
No, we're fine because we already identified the other shareholders who are in attendance, so that's been done.
Got you.
We can move to the voting procedures.
Sounds good. At this time, I will kindly ask that the shareholders, other than management or D irectors attending via teleconference identify themselves. That looks like that was done. We have no additional attendees. Before commencing with the business of the meeting, I would like to comment on the voting procedures. All matters to be presented at the meeting require approval by ordinary resolution, which requires a simple majority of the votes cast in person or by proxy. Prior to a vote, every resolution must be put to a motion, but the corporation's articles do not require a motion to be seconded. Unless the ballot is requested, voting will be on a show of hands, and each shareholder entitled to a vote will have 1 vote.
Shareholders wishing to raise questions or comments pertaining to the business before the meeting should raise their hands, and when recognized by the chairman, address their comments to the chairman. The first item of business is to receive and consider the audited financial statements of the corporation and the auditor's report therein for the fiscal year ended August 31st, 2024 and 2023, which were filed on SEDAR. There are extra copies available for anyone who would like one, and it's available on SEDAR, of course. The matter is now open for discussion. As there is no objection, I declare the motion carried, unless there is a discussion. No discussion. Okay. The next item of business is to approve an ordinary resolution to fix the number of Directors of the corporation at five, as set out by the management information circular of the corporation, hereinafter called the circular.
I now ask for a motion that the shareholders approve by ordinary resolution that the number of Directors of the Corporation be determined at five. Motion's open for discussion. As there is no objection, I declare the number of directors of the corporation to be determined at five. We will now proceed with the election of the directors for the ensuing year. There are five Directors to be elected pursuant to the resolution just passed. Each of the five persons named in the circular as management's nominees for election to the board has consented to act as a director of the corporation. The circular has been made available to shareholders attending the meeting in person and is also available electronically on the corporation SEDAR profile. I note that no other nominations have been received in accordance with the advance notice policy in the corporation's articles.
I now declare that the five persons nominated be elected directors of the corporation to hold office until the next AGM or until their successors are elected or appointed, subject to the provisions of the corporation's articles. This matter is now open for discussion. Any discussion around the Directors? None. As there is no objection, I declare the motion carried and the following persons to be elected directors of the corporation. Myself, Cale Moodie, Dario Meli, Independent Director, Kalle Radage, COO, Carmen To, CFO, and Mitchell Demeter, Independent Director. Appointment of auditors. The next item of the business is the appointment of auditors and fixing their remuneration. Kenway Mack Slusarchuk Stewart LLP, chartered professional accountants, were appointed as the auditors of the corporation on August 30, 2023.
It is proposed that KMSS LLP CPA be appointed as auditors for the corporation to hold office until the close of the next AGM of the shareholders of the corporation as such remuneration as may be fixed by the directors of the corporation, and that the directors of the corporation be authorized to fix such remuneration. The matter regarding auditors is now open for discussion. No such discussion, so as there is no objection, I declare the motion to be carried. Share compensation plan. The next item of business is for the shareholders to consider, and if thought fit, pass an ordinary resolution as set out on the page 17 of the circular, approving the corporation's share compensation plan.
Pursuant to the share compensation plan, the number of common shares which may be issued pursuant to restricted share units, RSU issues, and stock options, granted options, is the maximum of 10% of the issued and outstanding common shares at the time of any RSU or option award or grant. I will now ask for a motion to pass such ordinary resolution. Motion, somebody. This matter is now open for discussion. As there is no objection, I declare the motion carried and the following resolution is passed. Do I need to read all this?
No. You can just say, motion carried in the form and in the text as set out in the information circulars.
Okay.
I think that motion can be declared.
Yeah. It says, if there's no objection, I declare the motion carried and the following resolution to be passed. As an ordinary resolution that the share compensation plan, as described in the circular grant RSUs and options in accordance thereof is hereby ratified. I'm not going to go through all these points here because there's a lot.
No. It's fine. Yeah. I think we can just say that it's in the text set out.
Yeah. Okay, great. Other business. We have now concluded the formal business of the meeting. Is there any other matter that a shareholder wishes to raise? Anybody on the call, anybody on the board want to chat about anything? Nope. Okay. If there's no further business to be brought before the meeting, I will terminate the meeting.
Cool.
Great.
Thank you, everyone. We'll file the scrutineer's report with SEDAR and circulate minutes in due course.
Perfect. Thanks so much, guys.
Thanks, everyone. Thank you.
All right.
Thank you.
Thank you.
Bye-bye.