Good morning, welcome to the annual general and special meeting of shareholders of QYOU Media Inc. For those who are viewing the meeting by Zoom, we ask that you please mute your line throughout the meeting to avoid sound feedback. My name is Curt Marvis, and I am the Chief Executive Officer of the company, and I will also act as chair of today's meeting. Only shareholders who voted ahead of time or who are present at the meeting in person may participate in the meeting. If you are viewing the meeting over Zoom, you are welcome to submit questions through the chat function, which we will answer at the end of the meeting. When asking a question, please indicate your name and which entity you represent, if any.
I ask Natalie Tershakowec, Legal Counsel to the Corporation, to act as secretary of this meeting, and Dan DiMarzo of Computershare Investor Services of Canada to act as scrutineer. Before starting the business of this meeting, I have the following comments on the voting procedure. To expedite the formal part of the meeting, I will move and second all motions. Each shareholder is entitled to one vote for each common share held by that shareholder on the matters to be considered at the meeting. I note that prior to the start of the meeting, I received a report from the scrutineer in respect to each resolution. The scrutineer has indicated that based on proxies received prior to the start of the meeting, the requisite majority of shares voted were voted in favor of each resolution.
Therefore, rather than waiting for a new interim voting report to be generated during the meeting, I will declare each motion carried following voting. Notice of this annual and special meeting of shareholders was sent to all shareholders of record as of the close of business on June 13th, 2025. Proof of mailing of the notice of the meeting and the accompanying forms of proxy and management information circular, as applicable, have been duly filed. I direct that a copy of the notice with proof of mailing be kept by the secretary with the record of this meeting. Unless there is an objection, I will dispense with the reading of the notice of the meeting. Seeing no objection, we will dispense with the reading. The preliminary scrutineer's report shows that a quorum of shareholders is present at this meeting.
I direct that the scrutineer's report on attendance be attached to the minutes of this meeting. Since a quorum of shareholders is present, I declare the meeting to be duly called and properly constituted for the transaction of business. The first item of business at this meeting is a presentation of the audited financial statements of the corporation for the financial year ended December 31, 2024, together with the auditor's report thereon. The financial statements and the auditor's report are available from the secretary for inspection by any shareholder. Unless there is an objection, I will dispense with the reading of the financial statements. Seeing no objection, we will dispense with the reading. We will now proceed with the election of directors. The board of directors has fixed the number of directors to be elected at the meeting at five.
The management information circular prepared in connection with this meeting sets out the five individuals who have been nominated for election as directors. The nominees are G. Scott Paterson, Curt Marvis, Catherine Warren, Damian Lee, and Raj Mishra. As the company adopted Bylaw Number one-A, effective July 1st, 2021, any shareholder wishing to nominate additional persons for election to the board of directors at this meeting was required to provide notice of such nomination to the company no later than June 23rd, 2025. As no further nominations were presented to the company by that date in accordance with Bylaw Number one-A, I declare nominations closed. I move and second that the persons nominated be elected as directors of the corporation to serve until the next annual meeting of shareholders or until their successors are elected or appointed.
Based on the report received from the scrutineer, I confirm that the resolution regarding the election of nominees as directors has been passed by a majority of the votes cast by shareholders present in person or represented by proxy. Accordingly, I declare the motion carried. The next item of business is the appointment of auditors. I move and second that MNP LLP be reappointed as auditors of the corporation to hold office until the close of the next annual meeting of shareholders, and that the directors be authorized to fix the remuneration of the auditors. Based on the report received from the scrutineer, I confirm that the resolution regarding the reappointment of MNP LLP as auditors of the corporation has been passed by a majority of the votes cast by shareholders present in person or represented by proxy. Accordingly, I declare the motion carried.
The next item of business is to consider, and if thought advisable, pass a special resolution authorizing an amendment to the articles of the corporation to consolidate the issues and outstanding common shares of the corporation on the basis of a consolidation ratio to be selected by the board of directors of the corporation within a range between two pre-consolidation shares to one post-consolidation share and 50 pre-consolidation shares to one post-consolidation share, as more fully described in the information circular prepared in connection with this meeting. A copy of the resolution with respect to this matter is included in the management information circular.
The resolution must be passed with or without amendment by two-thirds of the votes cast by shareholders present, whether in person or by proxy. I move and second a motion to approve the share consolidation in accordance with the resolution set out in the information circular prepared in connection with this meeting. Based on the report received from the scrutineer, I confirm that the resolution regarding the corporation share consolidation and amendment to its articles in connection therewith has been passed by at least two-thirds of the votes cast by shareholders present in person or represented by proxy.
Accordingly, I declare the motion carried. The next item of business is to consider, and if thought advisable, pass a resolution to approve and reconfirm the corporation's current stock option plan as required by the current policies of the TSX Venture Exchange and as described in the management information circular sent to shareholders.
Copy of the resolution with respect to this matter is included in the management information circular. The resolution must be passed with or without amendment by an affirmative vote of a majority of the votes cast by shareholders present, whether in person or by proxy. I move and second the motion to approve the resolution approving and reconfirming the corporation's amended and restated stock option plan. Based on the report received from the scrutineer, I confirm that the resolution regarding the approval and reconfirmation of the corporation's amended and restated stock option plan has been passed by a majority of votes cast by shareholders present in person or represented by proxy. Accordingly, I declare the motion carried. Is there any further business? Hearing none, that concludes the formal business of this annual and special meeting of shareholders, and I wish to thank you all for taking the time to attend.
I will now answer any questions there may be from shareholders. Please submit any questions using the Zoom chat function. When asking a question, please indicate your name and the entity you represent. Natalie or anybody else, I'm not seeing
Yeah, there's nothing in the chat.
Okay. All right, well then I thank everybody for attending this meeting and appreciate the hard efforts of my colleagues at Wildeboer and Computershare, and we can now officially terminate this meeting and get back to the business of the day.
Thanks, Jeremy.
Thanks, everyone. Thank you.
Thank you. Bye-bye. Bye.