Kane Biotech Inc Ord

We can hear you, Ray.

Yeah, I think I've started the meeting. So just hang on. I need to, I've made you the organizer, Mark. So how do we, you know how to stop it at your side?

Well, it doesn't matter if the meeting is started.

Does it? We're five minutes early. Yeah. Don't say anything incriminating. We can just wait for five minutes before we start.

Yeah.

It states that the bottom of this session is being recorded. Yeah.

So somehow I've lost John in my viewing here, but that's okay. I'll deal with that internally. There we go. There he is.

I muted myself when I inadvertently turned the camera off, too.

Got it. Oh. Five o'clock, Rob.

Might as well kick it off.

Okay. Good afternoon and good evening. This is the annual special meeting of the shareholders of Kane Biotech Incorporated. The meeting will now come to order. My name is Dr. Robert Heisinger, chair of the corporation. As this is the annual and special meeting of the shareholders that came Biotech Incorporated and pursuant to the bylaws of the corporation, I will act as chair of the meeting and Ray DuPuis will act as secretary of the meeting. I appoint Christine Calesso of TSX Trust Company as scrutinyer. The notice calling this meeting of shareholders was mailed to all the shareholders of record on April 12th, 2024. The secretary will annex the declaration as to such mailing to the minutes of the meeting. Will the scrutineer please submit the report on attendance? The scrutineer's report is as follows. We are pleased to report that there are 28 shareholders holding 60,826,838 common shares represented in person or by proxy at this meeting. This represents 46.14% of the 131,844,567 issued and outstanding common shares. I hereby adopt the scrutineer's report. Notice having been mailed in accordance with the bylaws and applicable policies and a quorum being present, I declare that this meeting is duly constituted for the transaction of business. The first item of business is to review and discuss the audited financial statements of the corporation for the year ended December 31, 2023, together with the auditor's report thereon, which have been approved by the directors of the corporation. The secretary will please read the auditor's report.

Ray, I'm sorry to interrupt you. You're muted. Yeah. We can't hear you. Can you hear me now? Yes. Yes, we can.

Following our excerpts from the independent auditor's report provided by the accounting firm of NNPLP dated March 26, 2024. To the shareholders of Kean Biotech Inc. We have audited the consolidated financial statements of Kean Biotech Inc., the company, which comprise the consolidated statements of financial position as of December 31st, 2023 and December 31st, 2022, and the consolidated statements of loss and comprehensive loss, changes in deficit and cash flows for the years then ended and notes to the consolidated financial statements. In our opinion, the accompanying Consolidated financial statements present fairly in all material respects the consolidated financial position of a company as of December 31, 2023 and December 31, 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with international financial reporting standards. We conducted our audits in accordance with Canadian generally accepted auditing standards. We are independent of the company in accordance with the ethical requirements that are relevant to our audits of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with those requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Is there any discussion with respect to the financial statements?

Having seen none, we can move on to the next item of business, which is the election of directors. The bylaws of the corporation provide that the number of directors shall be fixed by the directors of the corporation. The directors of the corporation have fixed the number of directors at five, and the meeting is now open for nominations. I nominate the following as directors. Mark Edwards, George Moran, Philip Renaud, John Coleman and Robert Huizenga.

Are there any other nominations? Hearing no further nominations, would someone move that the nominations be closed?

I move that the nominations be closed.

We have a seconder for the motion, which is John Coleman. You have heard the motion by Mark Edwards and seconded by John Coleman. All those in favor, please signify by raising your right hand. Any contrary? Carry. I now declare that Mark Edwards, George Moran, Philip Renaud, John Coleman, and Robert Huizenga are elected directors of the corporation to hold office until they resign or until their successors are duly elected or appointed. It's now in order to appoint the auditors of the corporation.

It resolved that MNPLLP Chartered Accountants of Winnipeg, Manitoba be appointed auditors of the corporation to hold office until the next annual meeting or until their successors are duly appointed and the board of directors be authorized to fix the auditor's remuneration.

Do I have a seconder for that motion? I will second the motion. Okay. You heard the motion by Mark Edwards and seconded by George Moran. All those in favor, please signify in the usual manner.

Any contrary?

Carried. I declare MNPLLP appointed as auditors of the corporation. The Board of Directors approved the third amended and restated performance and restricted share unit plan, known as the amended and restated PRSU plan on April 12, 2024, subject to approval by the TSX Venture Exchange and the shareholders of the corporation. Under the existing amended and restated performance and restricted share unit plan, the number of common shares of the corporation that may be reserved for issuance pursuant to awards granted under the PRSU plan shall not exceed 23,720,905 common shares. The amended and restated PRSU plan amends the existing PRSU plan by increasing the limit from 23,720,905 common shares, representing 19% of the total common shares issued and outstanding as of the date of the corporation's last general meeting, to 19% of the total common shares issued and outstanding as of the date of this meeting, which is 25,177,197.

I move that be it resolved as an ordinary resolution of the shareholders of Kane Biotech Inc. that the corporation's third amended and restated performance and restricted share plan as described in the corporation's information circular dated April 12th, 2024, including the reservation for issuance under the amended and restated PRSU plan of 19% of the issued and outstanding common shares of the corporation. as at the date of the approval of the amended and restated PRSU plan by shareholders be and hereby ratified confirmed and approved subject to the acceptance of the amended and restated PRSU plan by the TSX Venture Exchange the board of directors of the corporation be authorized in its absolute discretion to administer the amended and restated PRSU plan and amend or modify the amended and restated PRSU plan in accordance with the terms and conditions with the policies of the exchange and any one director or officer of the corporation be and is hereby authorized. Sorry, I'm getting a... Behan is hereby authorized and directed to do all such acts and things and to execute and deliver under the corporate seal of the corporation or otherwise all such deeds, documents, instruments, and assurances as in his opinion may be necessary or desirable to give effect to the foregoing resolutions, including, without limitation, making any changes to the amended and restated PRSU plan required by the Exchange or applicable securities regulatory authorities, and to complete all transactions in connection with the administration of the amended and restated PRSU plan.

So do I have a seconder for that motion?

I will second the motion, George Moret.

Okay. You've heard the motion by Mark Edwards and seconded by George Moran. Is there any discussion on the motion? Hearing no further discussion, will all those in favour of the motion please signify by raising their right hand? Any contrary?

Carried.

Is there any other further business to bring before this meeting? As there is no further business, the chair will entertain a motion to conclude.

Sorry about that. I move that it be resolved that the meeting be concluded.

And do I have a seconder for the motion, John Coleman? You've heard the motion by Mark Edwards and seconded by John Coleman. All those in favor, please signify in the usual manner. Against? The motion is carried and the meeting is now concluded. Thank you for your attendance. Mark Edwards, the present CEO of the corporation, will now provide an update on the corporation.

So unusual times have changed there. The closing of the sale of STEM Animal Health happened April 12th, just after the end of the quarter. So where I would normally provide an investor update, on the quarterly results. The quarterly results are mainly related to the animal health business and felt that it might be more appropriate to do that today as an update today at the AGM. Now, please bear with me. I'm going to be sharing my screen here. Could we please confirm that we're seeing my screen?

We're seeing it not in full, there we go, in full screen mode. That's perfect.

Thank you, Robert. So there are forward-looking statements in today's presentation. I would encourage you to be familiar with forward-looking statements before making any investment decisions in Cane Biotech. So Cane Biotech, we're the biofilm company. Since the recent sale of our stem animal health business, We tweaked our approach saying that we lead the advancement of technologies and products that break up biofilm and destroy bacteria on skin. So I've had the pleasure of talking about biofilms in the past. And really, biofilms are a natural defense mechanism that bacteria have. And it makes bacteria very hard to remove both chemically and physically with antimicrobials or even with bacteria. by scraping them off. It's a very, very strong glue. And what that means on skin, whether it be abraded or non-abraded, is contrary to other industrial applications where you could use very harsh chemicals to break up the biofilm and kill the bacteria, in on skin and on in wounds if you were to use harsh chemicals to to kill the bacteria you'd probably do more damage to the skin and the healthy microbiome that's around the the biofilm than you really would to um to the to the bacteria in in the biofilm so it's really important that we break up the biofilm before trying to kill that bacteria or mechanically remove the biofilm. So we've been talking about a lot. We recently sold our stem animal health business to Decra Veterinary Pharmaceuticals. They acquired 100% of stem, including animal cares holdings. but animal care did retain the rights to commercialize in their existing markets. I apologize, my point here was to drive home the fact that we did receive, and I would need to update the slide, but we did receive the $8 million USD and we did receive the $1 million in working capital. We're moving forward with the product development agreement. The milestone hasn't been achieved yet. And sorry, the transactional, the transitional manufacturing agreement is moving forward nicely. And the product development agreement should get underway very, very shortly. So this was a transaction that speaks, I think, very, very highly to the value of Keynes technology. So. I'm highlighting five initiatives that we have ongoing currently that I wanted to give you an update on right now. So our Revive antimicrobial wound gel, whether that be the one ounce or the three ounce pack, is currently in the final stages of scale-up manufacturing, and we will have products available to customers. not only Progenicare, but to Progenicare's distributors by the end of next month. The product was actually manufactured this week, and there is some release testing to be done, so we're getting very, very close. Progenicare is doing a fantastic job at getting the word out there about Revive antimicrobial wound gel. You can see myself and Laurie Christophilus here at the Symposium on Advanced Wound Care. And this is one of the sides of Progenicare's booth and really putting a lot of time and energy into Revive. They've been a fantastic partner and are very, very eager to receive products moving forward. The other initiative we've got going with Revive is our spray. So the spray is a bag-on-valve can, which means that there is no mixing of our gel with the propellant. And the propellant is really only air. When you hit the button, it releases gel that's under pressure through air. So it's a really exciting technology. We've been at the European Wound Management Association Conference. We've been to the Symposium on Advanced Wound Care. We've shown it to a few very big players, and there is a lot of interest for this application. particularly for the burn market, where this would mean that you could apply the gel without touching the skin, and you could remove the gel with cool water as the gel is basically thermo-reversed. So we think it's a really big deal. We filed some provisional patents on the spray because getting a gel to come out as a spray and not just a jet there, really a nice fan is not an easy thing and it's a, we believe it's a big deal and so far the response from practitioners and potential partners is really impressive there. On our dispersant B, we wound gel. We're having regular interactions with the FDA. We feel we continue to progress positively and expect that we'll be underway by the end of this year. I'll admit we've been saying that for a while now, but this is a novel biologic to the FDA, and they want to make sure that we're keeping everybody safe. But so far, our results are very, very not only compelling, but promising. I am currently at the M-TECH, the Medical Technology Enterprise Consortium M-TECH meeting in Baltimore, Maryland. And we're actually presenting the spray this year to the folks at M-TECH, the revived spray. So very, very exciting. Another very exciting step. Getting Dispersin-B into a wound care clinical trial is a huge milestone for Kane, and we're getting very close. The other clinical trial that we plan on doing this year with our Dispersin-B trial Gel is testing it as a wound cleanser, as a skin cleanser. I apologize. Testing it as a skin cleanser and showing that we can significantly enhance the efficacy of benzoyl peroxide by simply cleaning your face with our dispersant B gel ahead of time. Now, again, this is – I don't think there's been a new acne drug on the market in the last 50 years, and we think this has the potential to really be a game changer. Although this won't be a drug, as a cleanser, it will make the drugs significantly more – we believe it will make the drugs significantly more effective. And then last but not least, I want to talk to you. We made an announcement last week about the Schultz biofilm moon map. So on April 12th, we got the very sad news that Greg Schultz, our chief science officer, our friend, our spokesperson, the ambassador, a worldwide ambassador for biofilm, had passed. Incredibly sad news for everyone at Kane and everybody in the wound care space. Greg was very, very passionate about biofilms and had developed basically a wound blotting technique where it's a nitrocellulose membrane that you press into the wound for 10 seconds. And when you stain it and rinse it off, the only thing that remains on the nitrocellulose membrane is the biofilm. And so we think this is going to be a very, very important technology going forward. Greg's got – there are four peer-reviewed papers based on this technology. There are other studies that show that – when they used the wound blotting technique there, the Schultz biofilm wound map, and didn't show practitioner but just really used it for a blinded study, the wounds that had biofilm did not progress towards healing nearly as fast as the wounds that did not show any signs of biofilm. So the four peer-reviewed papers really show that this detects biofilm and detects only biofilm. So we think this is a bedside, non-invasive, real-time biofilm detection system. And again, it's attracting a lot of attention in the wound care space. And so we're very excited. So we're stirring things up at Kane. We're on the verge of many very, very exciting projects. And please stay tuned. We're very excited. Good. That wraps it up for me.

Thanks, Mark. Appreciate it. I think that we've concluded our meeting. We thank everyone for attending and look forward to further updates from the corporation.