Oncolytics Biotech Inc. (ONCY) Earnings Call Transcript

Ladies and gentlemen, welcome to the Special Meeting of Shareholders of Oncolytics Biotech, Inc. Please note that this meeting is being recorded. I would like to introduce Kirk Look, Chief Financial Officer and Chair of today's meeting. Mr. Look, the floor is yours.

Good morning, and welcome to the Special Meeting of Shareholders of Oncolytics Biotech, Inc. My name is Kirk Look and I am the Chief Financial Officer of Oncolytics and I'll be serving as Chair of this meeting. Joining me today is Jared Kelly, CEO and a Director; and I believe the other directors, Wayne Pisano, Deborah Brown, Pat Andrews, Angela Holtham, Bernd Seizinger, James Parsons and Jonathan Rigby have also joined us. Other members of management also joining us today are Allison Hagerman, Tom Heineman and Andrew Armando. Before we begin with the formal portion of the meeting, I'll provide some comments on voting and questions at today's meeting. As with any technology, unexpected glitches may occur, and we appreciate your patience. Our service providers for this platform at TSX Trust are very experienced at running this type of meeting and will help us work through any challenges. The virtual platform we are using allows us to ensure that shareholder rights are protected and our meeting offers shareholders the same opportunities to participate as in past in-person meetings. We will conduct the vote on the matters before us by a poll. On a poll, every registered shareholder and proxy holder who has obtained a control number in advance is entitled to vote on each matter. Voting during this meeting can only be done through our virtual voting platform on the webcast. Once the polls are opened, registered shareholders and duly appointed proxy holders who have obtained a control number will be able to cast their votes. The log-in information and log-in process was outlined in our notice, which was mailed out to shareholders and can also be found on our website. When logging into the meeting, if you have a control number, enter it when prompted. If you do not have a control number, please log in into the meeting as a guest. The password for everyone is omc2026, all in lower case. The polls for all resolutions are now open. You may vote at any time during the meeting until the polls are closed after the last item of business has concluded. Thank you to those of you who have already voted. For those who have not yet voted, we encourage you to vote now. Also welcome to the meeting, all guests who are not registered shareholders or duly appointed proxy holders of registered shareholders. As a reminder, as with an in-person meeting, only registered shareholders and duly appointed proxy holders are able to vote or ask questions during the formal part of today's meeting. All participants may submit questions at any time during the meeting. There will be opportunities for shareholders to ask questions specific to each resolution on the webcast. Again, as a reminder, only registered shareholders and duly appointed proxy holders with a control number are entitled to ask questions on the matter and during the formal part of our special meeting. If you have a question, click the Ask a Question tab at the top left of the webcast page. Please read the instructions in the text box before submitting your question. In particular, we ask that you identify whether your question relates to a motion being considered as part of the formal business of this meeting or whether it is of a more general nature. We will address questions that directly relate to a particular motion at the appropriate time of the meeting. Once you finish typing out your question, click the Submit button. The secretary will receive the questions and at the appropriate time, we'll read them out in order for everyone to be aware of the question being dealt with. Please note that due to time constraints, we may not be able to address all questions today. With that, I would like to call the Special Meeting of the shareholders of Oncolytics Biotech, Inc. to order. With the consent of this meeting, I will ask Jared Kelly to act as Secretary of the meeting; and Ms. Christine Caleso of TSX Trust, our transfer agent, to act as scrutineer of the meeting. I have received a declaration prepared by an officer of TSX Trust that the notice calling this meeting with accompanying management information circular and form of proxy were mailed on December 23, 2025 to shareholders of record as of December 9, 2025. Accordingly, with the consent of the meeting, the reading of the notice of meeting will be dispensed with, and I request the secretary to keep a copy of the notice of meeting and proof of service with the minutes of this meeting. The preliminary scrutineers' report has now been received, and it shows that the required threshold for quorum at this meeting has been met. I direct that a copy of the scrutineers' report be kept with the minutes of the meeting. Accordingly, I declare that the meeting is regularly called and properly constituted for the transaction of business. The formal business of this meeting consists of considering the continuance resolution domestication resolution and the 2026 incentive award plan. The first item of business before the meeting relates to the approval of the proposed continuance resolution whereby on clinics will continue from the province of Alberta under the Business Corporations Act, Alberta to the province of British Columbia under the Business Corporations Act of British Columbia, subject to and conditional upon the approval of the domestication resolution as described in the management information circular dated December 9, 2025. I request a motion that the continuous resolution be approved.

Mr. Chair, my name is Allison Hagerman, and I'm a shareholder. I move that the continuous resolution, as described in the Management Information Circular dated December 9, 2025, be approved.

Mr. Chair, my name is Wayne Pisano and I'm a shareholder. I second the motion.

I will now ask the secretary to please advise if any questions specific to this motion were submitted. Hearing none, please cast your votes. We will now proceed to the second item, which relates to the approval of the proposed domestication resolution, whereby Oncolytics will continue out of the province of Alberta under the Business Corporations Act of British Columbia and domesticate to the state of Nevada and adopt the articles of domestication and new articles of incorporation subject to and conditional upon the approval of the continuance resolution as described in the management information circular dated December 9, 2025. I request a motion that the domestication resolution be approved.

Mr. Chair, my name is Wayne Pisano, and I'm a shareholder. I move that the domestication resolution as described in the Management Information Circular dated December 9, 2025, be approved.

Mr. Chair, my name is Allison Hagerman, and I'm a shareholder. I second the motion.

I will now ask the secretary to please advise if any questions specific to this motion were submitted. Hearing none, please cast your votes. We will now proceed with the final item of business, which relates to the approval of the proposed 2026 incentive award plan as described in the management information circular dated December 9, 2025. I request a motion that the 2026 Incentive Award Plan be approved.

Mr. Chair, my name is Allison Hagerman, and I'm a shareholder. I move that the 2026 Incentive Award Plan, as described in the Management Information Circular dated December 9, 2025, be approved.