Good morning, everyone, and welcome to Nova Cannabis Annual and Special Meeting of Shareholders. My name is Sophie Pilon, and I will be acting as the moderator for today's meeting. Nova Cannabis is holding this year's meeting in a virtual-only format conducted by live audio webcast. This will allow shareholders to engage with management and the directors of the company regardless of their geographic location. I will now take a few minutes to explain how the process will work for the virtual meeting, including how to vote if you have correctly followed the registration process outlined in Nova Cannabis Management Information Circular and proxy statement dated April fourth, 2023. If you have already voted by proxy, your vote has been counted, and you do not need to take any further action at this meeting. Your information screen displays the instructions on how to participate in this meeting by voting and submitting questions. Voting and the ability to submit questions are available only for registered shareholders and duly appointed proxy holders. All other guests are in listen-only mode. If you are a registered shareholder or a duly appointed proxy holder, you may submit questions at any time during the meeting by selecting the messaging icon and typing in your question. Please note that questions should be related to the business of today's shareholder meeting. That is, related to the election of directors, the appointment of the auditors, and the proposed transaction between Nova Cannabis and SNDL Inc. Questions that are not related to these matters may not be answered. When answering your questions, we may aggregate similar questions together. Now, I'll ask Anne Fitzgerald to call the meeting to order, Mrs. Fitzgerald. Good morning, I'm Anne Fitzgerald, the Lead Independent Director of Nova Cannabis, and with the consent of this meeting, I will act as chair of this meeting. I will now call this annual and special meeting of the shareholders of Nova Cannabis to order. If you are a registered shareholder of Nova Cannabis as of April fourth, 2023, or if you are a duly appointed proxy holder who has properly registered your vote to shares at this meeting, and you have not otherwise voted your shares by proxy prior to the meeting, then you will now have the opportunity to vote your shares by online ballot on the matters put forth today. Jennifer Love, Manager of Legal and Regulatory Operations for Nova Cannabis, has been appointed to act as Secretary for this meeting. I would like to introduce the members of the company's Board of Directors and senior management team who are present today via webcast or telephone. The directors present include Zachary George, Chair of the Board, Marcie Kiziak, Chief Executive Officer of Nova Cannabis, Jeffrey Dean, Ron Hozjan, Shari Mogk-Edwards, Christopher Pelyk. In addition to those directors, the other members of management include Cam Sebastian, the Chief Financial Officer and Corporate Secretary, Grant Sanderson, Chief Operating Officer, and Cole Spence, Director of Category Management. As outlined in the Management Information Circular dated April fourth, 2023, the purposes of this meeting are for the company's shareholders to, first, receive the consolidated financial statements for the years ended December 31, 2022 and 2021 and the auditor's report thereon. Second, to individually elect the company's directors. Third, to appoint the company's auditors and authorize the board to fix their remuneration. Fourth, to consider, if thought advisable, pass a resolution to approve a transaction between Nova Cannabis and SNDL, as more particularly described in the Information Circular dated April fourth, 2023. For expediency, Grant Sanderson and Cole Spence will assist with moving and seconding the motions. In accordance with the company's bylaws, Paul Bedard, a representative of Odyssey Trust Company, will act as scrutineer for this meeting. The record date to determine the shareholders entitled to receive notice of and vote at this meeting was fixed on April fourth, 2023. The preliminary scrutineer's report indicates that the required quorum of shareholders of Nova Cannabis is present, that being at least two persons in number holding or representing by proxy not less than 25% of the shares entitled to be voted at the meeting. The reading of the notice of the meeting will be dispensed with. I direct the Secretary to include with the minutes a copy of the meeting materials, confirmation of mailing to shareholders, and the scrutineer's report on attendance. Sophie Pilon will now report on the mailing of the notice of the annual and special meeting and advise us about the process the meeting will follow, Ms. Pilon? Thank you, Ms. Fitzgerald. Notice calling this annual and special meeting and the accompanying information circular and form of proxy were duly mailed on April 14th, 2023 to Nova Cannabis shareholders of record as of April fourth, 2023. An affidavit of the scrutineer that attests to the mailing of the notice information circular and form of proxy is hereby placed before the meeting. We will conduct a vote by ballot in regard to the business before the meeting today. On receipt of the scrutineer's report at the end of the meeting, we will announce the voting results. If you have previously signed and returned a proxy or voting instruction form, your vote has already been recorded, and you do not need to vote during this meeting. Please note, you will not be able to vote during the meeting unless you have followed the required process For registered shareholders and duly appointed proxy holders as outlined in the circular. By clicking the button next to your vote selection, registered shareholders and duly appointed proxy holders who have followed the process outlined in the circular may vote for or withhold for each of the directors nominated for elections to the board, for or withhold for appointing PricewaterhouseCoopers as auditors of the company and allowing the company to fix their remuneration, and for or against the resolution to approve the transaction between Nova Cannabis and SNDL. Registered shareholders and duly appointed proxy holders may change their votes until the voting is closed, at which point the vote will be final. Proxies held by management will be voted on the ballot as indicated in the form of proxy. Thank you, Ms. Pilon. As notice the meeting has been given and a quorum is present, I hereby declare that this meeting is duly called and properly constituted for the transaction of business. With regard to the first item of business, I table the audited consolidated financial statements of Nova Cannabis Inc. as at and for the years ended December 31, 2022, and 2021, together with the auditor's report thereon. The audited consolidated financial statements are available on Nova Cannabis website, as well as on SEDAR under Nova's profile. As is customary, I do not propose to ask shareholders to approve the financial statements. I also wish to advise that the auditors of Nova Cannabis, PricewaterhouseCoopers LLP, are in attendance virtually today at today's meeting being represented by Richard Probert. We will now open the polls for the three items to be voted on at today's annual and special shareholder meeting, including, first, the election of the company's directors, second, the appointment of the company's auditors, and third, the approval of the transaction between Nova Cannabis and SNDL. We will now introduce each of the motions and open the floor for shareholders to ask any questions related to the business of today's meeting. The first item of business to be voted on at today's meeting is the election of the company's directors, each of whom will hold office until the next annual meeting of shareholders or until their successors are earlier elected or appointed. In accordance with the company's bylaws, the directors of the company are responsible for determining the number of directors to be elected at each annual meeting of shareholders. As indicated in the circular, the number of directors to be elected at this meeting has been set by the directors at seven. In accordance with Nova Cannabis majority voting policy, the directors will be voted on individually rather than as a slate. Please, can I have a motion to nominate the directors? Madam Chair, my name is Grant Sanderson, and I nominate the following persons individually to serve as directors of the company to hold office until the next annual meeting of shareholders or until their successors are earlier elected or appointed: Zachary George, Marcie Kiziak, Jeffrey Dean, Anne Fitzgerald, Ron Hozjan, Shari Mogk-Edwards, and Christopher Pelyk. Thank you, i n accordance with the advance notice provisions contained in the company's bylaws, because today's meeting is being held on a date that is less than 50 days after the date on which the first public announcement of the date of the meeting was made, director nominations by registered shareholders were required to be delivered in writing no less than the 10th day following such public announcement. For purposes of this meeting, the deadline for receipt by Nova Cannabis of any such nominations was March 27th, 2023. We did not receive any additional nominations in accordance with the advance notice provisions contained in the bylaws. I declare the nominations closed. The next item of business is the appointment of auditors. May I have a motion in connection with the appointment of auditors? Madam Chair, my name is Grant Sanderson, and I move that PricewaterhouseCoopers LLP, Chartered Professional Accountants, be appointed as auditors of the company until the next annual meeting of shareholders at such remuneration as may be fixed by the directors. Is there a second to that motion? Madam Chair, my name is Cole Spence, and I second the motion. Thank you, t he next item of business is the consideration of the resolution to approve the transaction between Nova Cannabis and SNDL pursuant to the implementation agreement signed between the parties on December 20th, 2022, as amended on April third, 2023, to implement the strategic partnership. In accordance with relevant securities laws, this transaction constitutes a related party transaction, given that SNDL has beneficial ownership as in control or direction over securities of Nova Cannabis carrying 10% or more of the voting rights attached to the issued and outstanding shares of Nova Cannabis. To approve the related party transaction, the resolution must be approved by a simple majority of the votes cast by shareholders of Nova Cannabis present virtually at the meeting or represented by proxy, after excluding the votes required to be excluded in determining minority approval, including those votes attaching to Nova shares held by SNDL. May I have a motion in connection with the resolution to approve the transaction between Nova Cannabis and SNDL? Madam Chair, my name is Grant Sanderson, and I move that the transaction between Nova Cannabis and SNDL be approved. Is there a seconder? Madam Chair, my name is Cole Spence, and I second the motion. Thank you both, w e will now pause for 60 seconds to ensure that participants in today's meeting have time to type in any questions relating to each of the motions. Ms. Pilon, are there any questions on the motions? There are no questions on any of the motions. We will now pause for an additional 30 seconds to allow those voting online on each of the motions additional time to do so. In order for each director to be elected, a director requires the approval of a majority of the total votes cast by shareholders present virtually or represented by proxy. In order for the auditors to be appointed, the motion requires the approval of the majority of the total votes cast by shareholders present virtually or represented by proxy. In order for the transaction resolution to be approved, the motion requires the approval of the majority of the minority shareholders, that being the majority of the total votes cast by shareholders present virtually or represented by proxy, after excluding the votes required to be excluded in determining minority approval, that being the votes attaching to Nova shares held by SNDL and its affiliates. Online polling for the motions is now closed. We will now take a brief pause to wait for the report of the scrutineer on the ballots. This should not take long. The Secretary has received the scrutineer's initial report on attendance and the results of the votes taken by ballot. Ms. Pilon, would you please provide the results to the meeting? Absolutely, t he scrutineer's initial report on attendance at the meeting has now been received. It shows that the holders of 48,651,405 common shares are present and entitled to vote in their own right or by proxy on the resolutions to elect the directors and to appoint the auditors, representing 85% of Nova Cannabis issued and outstanding common shares. The scrutineer's initial report on attendance also shows that the holders of 12,744,220 common shares are present and entitled to vote in their own right or by proxy on the resolution to approve the transaction between Nova Cannabis and SNDL, representing 60% of Nova Cannabis issued and outstanding common shares, which are entitled to vote on the transaction resolution. Having received the scrutineer's preliminary report tabulating the results of voting, I declare that each of Zachary George, Marcie Kiziak, Jeffrey Dean, Anne Fitzgerald, Ron Hozjan, Shari Mogk-Edwards, and Christopher Pelyk has been individually duly elected as a director of Nova Cannabis by the requisite majority of shareholders. The resolution to appoint PricewaterhouseCoopers LLP as auditors of Nova Cannabis has been passed by the requisite majority of shareholders, and the resolution to approve the transaction between Nova Cannabis and SNDL has been passed by the requisite majority of disinterested shareholders. The detailed voting results will be filed on SEDAR following the meeting. Thank you, Ms. Pilon. I now direct the Secretary to file the final scrutineer's report with the minutes of the meeting. Details of the final voting results will be filed with securities regulators and included in our news release following this meeting. Is there any further business to be brought before this meeting? Hearing none, can I please have a motion to conclude the meeting? Madam Chair, my name is Grant Sanderson, and I move that the meeting be concluded. Thank you, m ay I have a second? Madam Chair, my name is Cole Spence, I second the motion. Thank you, y ou all have heard the motion. I now declare the formal business of the meeting to be concluded. That concludes our annual and special meeting of shareholders. On behalf of the Nova Cannabis Board of Directors and leadership team, we thank you all for joining us today, g oodbye.
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