Thunderbird Entertainment Group Inc. (TBRD.V) Earnings Call Transcript

Good morning, and welcome to the Annual General and Special Meeting of the Shareholders of Thunderbird Entertainment Group. My name is Jennifer Twiner McCarron, and I am the Chair of the Board of Directors of the company. Before we commence the formal business of the meeting, I would like to provide some opening remarks. We're pleased to host today's meeting online through the Lumi virtual meeting platform. This platform is accessible to all of our shareholders and duly appointed proxy holders, and allow shareholders to participate, submit questions and vote regardless of their physical location. Let's begin with a brief overview of the conduct for this meeting. To be able to vote or ask questions at the meeting, you must either be a registered shareholder or a duly appointed proxy holder. Guests and nonregistered shareholders are only permitted to listen. If you are a registered shareholder or a duly appointed proxy holder, you may vote and submit questions and comments to the moderator to be read and addressed at the meeting. [Operator Instructions]. I will preside as Chair of this meeting and with your approval, I will ask Sarah Nathanson to act as Secretary of the meeting. I would also like to take a moment to acknowledge the members of Thunderbird's Board of Directors who are joining here with us today. Joining me today are Jerome Levy and Lisa Coulman. Also joining from management are Lori Massini, senior Vice President of Legal, Barb Harwood, CFO; and Matt Berkowitz, our President. For the purposes of this meeting, Lia Zandvliet of Odyssey Trust Company will be appointed as scrutineer. The company has been provided with an affidavit of mailing from Odyssey Trust company, confirming the mailing on November 16, 2023, of the applicable meeting materials to all shareholders of record as of the close of business on October 27, 2023, in accordance with applicable law. I direct here that the affidavit of the mailing be attached to the minutes of this meeting as a schedule. The scrutineer has advised me that prior to this meeting, proxies were received from a sufficient number of shareholders to constitute a quorum. I, therefore, declare the meeting to be regularly called and properly constituted for the transaction of business. I direct that the formal report of the scrutineer be annexed as a schedule to the minutes of this meeting. Voting on all matters before us today will be conducted by ballot, meaning every shareholder entitled to vote on this matter has one vote in respect of each voting share held. Only registered shareholders who held shares in their name as of close as a business on October 27, 2023, or their validly appointed proxy holders are entitled to vote at this meeting. If you've already voted or sent in a proxy, there is no need for you to vote again at the meeting, unless you would like to change your vote. The electronic voting system will be open for all resolutions at the same time. This will allow you to cast your ballot electronically on each resolution immediately or you may wait until each resolution discussion has concluded prior to casting your vote. I now declare the polls open on all resolutions. In the interest of expediting the business of the meeting and in accordance with the corporate laws and Thunderbird's articles, no motion needs to be seconded. We will now run through each of the items on the agenda. First will be the presentation of audited financial statements of the company for the financial year ended June 30, 2023, together with the report of the auditor thereon. Second, shareholders will be asked to fix the number of directors at 6 and elect the directors of the company. Third, shareholders will be asked to reapprove the company's stock option plan. Fourth, shareholders will be asked to reapprove the company's equity compensation plan. Lastly, shareholders will be asked to appoint the auditor of the company and authorize the directors of the company to fix their remuneration. As a point of information for the meeting, I have been advised by the scrutineer that proxies deposited for the meeting have been voted for the resolutions proposed for consideration at the meeting. Therefore, the first step of business is the presentation of Thunderbird's audited financial statements for the year ended June 30, 2023. Copies of the financial statements have been mailed to those shareholders who requested to receive copies in accordance with applicable law, and with the permission of the meeting, I will dispense with reading them here at this meeting. I would ask that any questions on the financial statements or auditor's report be postponed until after the formal business of the meeting has been completed. It is proposed that the company's number of directors be set at 6. Pursuant to Section 13.1 of the company's articles, the number of directors is set by ordinary resolution. I will now ask for a motion that the number of directors of the company be set at 6.

I so move.

Thank you. A motion has been made that the number of directors be set at 6. The next item of business is the election of directors of the company for the ensuing year. I note the company's articles provide a process requiring advance notice to the company in respect of any person seeking to be nominated for election at today's meeting. The company did not receive any notes of director nominations in connection with the meeting within the prescribed time periods. Accordingly, the only persons eligible to be nominated at the meeting for election to the Board are the following 6 nominees: Jennifer Twiner McCarron, Asha Daniere; Azim Jamal, Jerome Levy, Lisa Coulman and Taylor Henderson. I now ask for a motion that each of Jennifer Twiner McCarron, Asha Daniere, Azim Jamal, Jerome Levy, Lisa Coulman and Taylor Henderson be elected as directors of the company to hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed.

I so move.

Thank you. The next item of business is the reapproval of the stock of the company's stock option plan by ordinary resolution. Details of the stock option plan are set out in detail in the information circular prepared for the meeting. I now ask for a company motion, a motion that the company's stock option plan be reapproved by the shareholders.

I so move.

A motion has been made to reapprove the company's stock option plan. The next item of business is the reapproval of the company's equity compensation planned by ordinary resolution. Details of the equity compensation plan are set in detail in the information circular prepared for the meeting. I now ask for a motion that the company's equity compensation plan be reapproved by shareholders.