Ladies and gentlemen, welcome to the Special Meeting of Avante Logixx Inc. Please note that this meeting will be recorded. I would like to introduce Mr. Emmanuel Mounouchos, Chairman and CEO of Avante. Mr. Mounouchos, the floor is yours.
Good morning. Will the meeting please come to order. My name is Emmanuel Mounouchos, Chairman of the Board and Chief Executive Officer of the corporation, and I will act as chairman of the meeting. I welcome you all to this special meeting of the shareholders of Avante Logixx Inc. The agenda of the meeting today will be set out in the notice of the meeting. Joining us today from the Avante Logixx executive team are Mr. Stephen Rotz, Chief Financial Officer, and Mr. Marc Henley, Director, Corporate Development. As this meeting is held virtually via live webcast, we think it is necessary to set out a few rules for the orderly conduct of the meeting.
Questions in respect of the motion at the meeting can be submitted by any registered shareholder or duly appointed proxyholder by the use of the Ask a Question button located on the left side of your screen, typing the question into the space provided, and then pressing the Submit button. Questions will generally appear shortly after they are submitted, but will only be addressed during the question period at the end of the meeting, provided that the questions regarding procedural matters or directly related to the motions are before the meeting may be addressed during the meeting. For the purpose of the meeting today, voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxyholders will be asked to vote on the business item after the presentation of the business item.
All shares for which proxies in favor of management have been received, will be voted in accordance with the instructions of the registered shareholders given the proxies. If you have sent in a proxy, your vote will be counted automatically without any further action on your part. If you are eligible to vote and have not submitted your proxy, or if you want to change your vote, you may vote virtually by clicking the Vote icon on the left side of your screen once the polls are opened. When you are asked to vote, you will only have a certain amount of time to do so when the polls are open. Now, we will proceed with the formal portion of today's meeting.
With your approval, I will ask Stephen Rotz to act as the Secretary of the meeting and request Rosa Garofalo of the TSX Trust Company to act as the scrutineer. The scrutineer will report on the number of shareholders present in person, the number of shares presented in person or by proxy, and will report on the votes cast in connection with the business of this meeting. I now instruct the secretary to table the meeting and the following documents. Notice of the meeting, form of proxy and voting instruction form, management information circular. I also confirm that the above materials were sent to each director of the corporation and our auditors. These documents are tabled in order that any shareholder may examine them if so desired. In view of the fact, the notice of the meeting has been tabled and is available for inspection.
I will now request a motion that the reading of the notice of the meeting therefore be dispensed with.
I move that the reading of the notice of meeting be dispensed with.
I second.
It has now been moved and seconded that the reading of the notice of the meeting therefore be dispensed with. Any opposed? I hereby declare the motion carried. Before we proceed to pass the resolution, I'd like to comment on our voting procedures. Each share confers upon its holder one vote on all matters to come before the meeting. Only shareholders of record as of April 26, 2022 or their proxies are entitled to take part in and vote at this meeting. I have now been advised that there is a quorum present and proof of notice calling this meeting has been given in accordance with the Corporation's bylaws and the Business Corporations Act of Ontario.
I now declare that the meeting is regularly called and properly constituted for the transaction of business, and instruct the secretary to attach the confirmation of the mailing as an exhibit to the minutes of the meeting. The first and primary item of the business to be conducted at this meeting is to consider, and if thought advisable, pass in accordance with the requirements of Policy 5.3 of the TSX Venture Exchange an ordinary resolution, the full text of which is set out in Appendix B of the Management Information Circular of Avante Logixx Inc., concerning the sale of all the issued and outstanding common shares of the corporation's wholly-owned subsidiary, Logixx Security Inc., to SSC Security Services Corp. For the balance of this meeting, such ordinary resolution will be referred to as the transaction resolution.
I move to approve the transaction resolution as set forth in Appendix B of the Management Information Circular of Avante Logixx Inc.
I so second.
In order to pass a transaction resolution, it must be approved by a simple majority or affirmative votes cast at this meeting. As mentioned, voting today will be conducted by electronic ballot. I will now take a moment to ask that the balloting be opened to registered holders and appointed proxy holders. It is 10:00 A.M., and the polls are now open. At this point, all registered holders and proxy holders who have properly logged in with their control number or username and wish to vote will be able to see on the screen all motions being brought forth at this meeting. Please register your votes by clicking on the Vote icon on the left side of the screen and casting your vote accordingly. We will provide registered shareholders and duly appointed proxy holders approximately 20 or more seconds to complete the electronic ballots.
Once the electronic balloting closes, the voting page will disappear, and your votes will automatically be submitted. It is 10:07 A.M., and the polls are now closed.
Based on proxies provided prior to the meeting and the preliminary scrutineer's report received, I confirm that all resolutions have passed. A press release will be issued later today announcing the results of the meeting. As such, the transaction resolution, as set forth in Appendix B of the Management Information Circular of the corporation, has been approved.
The formal item of business as set out in the notice meetings have now been dealt with. Unless there's any further business to come before the meeting, I would entertain a motion to conclude this meeting.
I move that this meeting be concluded.
I second.
Any opposed? I hereby declare the motion carried and the meeting concluded. I will now pause for a moment for any outstanding questions to be submitted.
I confirm that we have not received any questions.
On behalf of the board and management of the company, I would like to thank everyone for attending today.
Ladies and gentlemen, thank you for attending today's meeting. You may now disconnect.