Sound check. 1 2 3. Sound check. 1 2 3. like to call this annual annual general meeting of the Hamilton Renewable Power Incorporated S stakeholders to order. A reminder that all electronic devices blah blah blah are to be switched to the nonaudible function during committee meetings. I just did mine. I'm sure everybody else has. Um please note uh the quorum is present. We have with us um councelor Tatter, the illustrious counselor from Hancaster. Um one of my favorite counselors, councelor Wang [laughter] and counselors Cooper, Wilson, Gretch, Francis Clark, all online. Welcome everybody. Paul's >> and Paul's >> spat and mayor. >> Okay. Boy, oh boy. They made it just in time. Or in the mayor. Good morning, your worship. Okay. May I please have a mover and seconder to approve the agenda as presented? Okay. Move by Council Wang, seconded. Council Tatter. Any discussion or amendments? Speak now or forever hold your peace. All right. All those in favor? Show of hands. Okay. Carried and so ordered. All right. Declarations of interest. Is anybody interested here? [snorts] Okay. You're all interested, but no declarations. All right. Adoptions of the minutes of the previous meeting. May I please have a mover and second to adopt the minutes of the October 6, 2025 meeting. Sir Wang. Okay. Any discussion? I can't see behind me. Is there any discussion up there? >> No. [snorts] Okay. Show of hands. Okay. Thank you. Items for information. 51 Hamilton Renewable Power Incorporated Board of Directors the minutes of five sequential meetings. May please have a mover and seconder to simply receive these minutes. Okay, Cazar and Wang. Any questions, comments, suggestions? No. Show of hands. Okay. Carried. So ordered. So we now have a presentation from Hamilton Renewable Power Inc. Yanni Seatis and Duncan who's here, Rock Robertson, um are going to present. Welcome. You're on. [clears throat] >> Good morning everyone and thank you for joining us for Hamilton Renewable Power Inc.'s 2026 annual general meeting today. We will provide an overview of the corporation, present the 2025 audited financial results and 2026 operating budget and provide an update on current operations and the board approved strategic direction for both facilities. Next slide, please. I'll begin with a brief introduction to HRP, Inc., its organizational structure and the benefits it has provided to the city. Duncan Robertson, our treasurer, will then present the financial update, including the 2025 audited results, the 2026 operating budget, and the year-to-ate financial results. Following the financial section, I will provide operational updates for the Woodward and Glenn Brook facilities and discuss the forgivable loan request. Next slide, please. The slide shows HRP, Inc.'s current organizational structure. The city of Hamilton represented by the city council is the sole shareholder. Councelor Craig Casar serves as chair of the board alongside the directors identified on the slide. The corporation's officers include Jackie Kennedy as president, myself as senior vice president, Linda Campbell as vice president. Congrat >> Duncan Robertson as treasurer and Matthew Trenham as secretary. Isabella Herman supports the corporation as senior financial analyst. Day-to-day operations are supported by city staff and our operating and maintenance partners including HC Energy and Tormmont. Next slide, please. HRP Inc. was established by the city in 2005 to develop and operate renewable energy facilities using methane that would otherwise have limited beneficial use. At Woodward, the 1.6 megawatt co-generation unit uses biogas produced by the wastewater treatment process. The unit generates electricity and captures heat from the engine which is used by Hamilton Water for facility and process heating. The previous IESO electricity sales contract expired on July 9, 2026 and HRP is currently working with the city. Electra and other partners on the transition to net metering who have also entered into a new 5-year maintenance agreement with Tormund which includes a major overhaul of the engine at Glennbrook. Two one two 1.6 megawatt engines use methane collected from the landfill. Current landfill gas volumes support the operation of one generator at a time. The existing Tormon agreement remains in effect until the end of 2027 and the ISO contract expires in November 2028. I will now turn it over to Duncan who will speak about the benefits HRP Inc. provides to the city and present the financial update. >> Thanks Yanni. Uh good morning chair, madame mayor, members of council. Um just before getting into the financial update of the corporation, just want to walk through some of the benefits provided by HRP to the city. Uh since its inception in 2006, uh HRP has provided value to the city of Hamilton both financially and environmentally. Uh over the past 20 plus years, the corporation has provided nearly $4 million in cumulative dividends to the city and an average of $800,000 to $1 million annually in net financial benefit through purchases of methane and offsets to city staffing costs. Withstanding the operating losses in recent years, Hamilton Renewable Power has provided approximately $24 million in cumulative benefit uh over its um uh life since 2006. Methane purchases from Hamilton Water and Waste Management provides annual revenue for those divisions, which helps ease budget pressures. Additionally, Hamilton Renewable Power pays a portion of city staff that supports HRP operations, reducing taxation requirements for city programs. HRP operations form a significant contribution to the city's environmental and climate action goals. HRP facilities generate enough electricity to supply the equivalent of 3,400 homes every year. Over the past decade, HRP has reduced approximately 950,000 tons of carbon dioxide emissions through capture of methane, the use of renewable natural gas at its two sites, Woodward Wastewater Treatment Plant and the Glenn Burke landfill. This is equivalent to the annual emissions of more than 226,000 automotives. Next slide, please. So over the next several slides, I'd like to take uh you chair and members of council through a brief update of the organization, including the 2025 audited financial statements, an overview of the 2026 operating budget, and the financial performance to date uh January through May of 2026 in comparison to the same time frame last year. Next slide, please. >> [snorts] >> The 2025 financial statements were approved by the board on August 13th. Uh the external audit of the statements was conducted by KPMG and uh pleased to share that uh no audit adjustments or restatements were required as as part of the audit. The fiscal year 2025, HRP is reporting a net loss from operations of 522,000 in comparison to the $939,000 loss reported in 2024. Total revenues dropped roughly 5% year-over-year, while expenses also rose 4%. Um the decline in revenue is largely driven by a reduced operational performance at uh the Woodward facility where utilization dropped from uh 77% to 77% from 87% uh in 2024. As thermal energy production is directly linked to um electricity generation, the thermal re revenue also declined as a result. The increase in expenses is primarily attributed to consulting fees as well as higher levels of unscheduled maintenance uh due to the aging of equipment at both sites. A full copy of the audited financial statements uh is can be found in the shareholders resolution attached to this agenda. Uh next slide please. Uh this slide provides a highle overview of the 2026 operating budget estimating a loss from operations of 511,000 for 2026 compared to the loss of 522,000 reported in 2025. Electricity revenue at Glamprook facility is expected to continue declining due to reduced methane availability at the site which continues to impact generation capacity. At the Woodward facility, the budget assumes production levels consistent with 2025 performance and the budget assumes successful implementation of the proposed uh behind the meter solution allowing electricity generated at the facility to be sold directly to the city of Hamilton rather than through the IESO. Under this model, operations are expected to continue continue at levels uh similar to those achieved in 2025. The budget forecast includes uh uh increased unscheduled maintenance costs associated with aging equipment and includes higher consulting costs related to the 100% RNG strategy uh transition at the Woodward facility. Next slide, please. And this slide provides a brief look at uh our operational performance to date uh from January to May of this year. Total revenue for the period was 7 just under 748,000 representing a decrease of 185,000 over the same time frame last year. That's a result of Woodward operating at just over 73% capacity in comparison to 94% uh in that same time frame uh year-over-year. Uh the lower utilization is the result of unscheduled chiller maintenance, the replacement of a water pump and power failure at the site leading to uns substantial unscheduled downtime. At Glenbrook, uh, engine run hours decreased approximately 16% compared with 2025 due to hydro maintenance requirements and limited gas availability at the site. Cost of goods sold, which represents methane purchases from the city, is driven by engine run hours and therefore cost of goods sold was lower in 2026 due to the lower uh volume of production. Total expenses also down 54,000 from last year. Uh although expenses were higher on a per unit output basis uh due to the unscheduled maintenance costs at the site, management will continue to moni monitor operational and financial performance closely uh throughout 2026, ensuring liquidity is maintained through the transition periods approved by the board and the windup strategy at Glenbrook and the transition over to the 100% RNG strategy at Woodward. Next slide, please. and I'll hand it back to uh uh senior vice president Simatus for the um operational update. Thank you. >> Thank you, Duncan. I'll now provide an update on operations that are two renewable energy generation facilities beginning with recent energy production and engine runtime. Next slide, please. For the January to April period, Woodward production decreased by 23% compared to the same period in 2025, while Glen Brook production decreased by 16%. At Woodward, the reduction was primarily related to significant electrical and equipment repairs. March and April accounted for most of the loss production, including chiller issues, electrical outage, outages, control system issues, and repairs to oil and coolant leaks. At Glenbrook, lower production was primarily driven by equipment downtime associated with repeated theft of bell communication cables, which resulted in a full plant outage from February 9 to to February 16th while replacement cabling was installed. Next slide, please. Engine runtime hours followed a similar trend. Woodward run hours were down approximately 17% year-over-year and Glenn Brook run hours were down approximately 12%. At Glenbrook, average monthly fuel flow remains approximately at 450 uh,000 standard cubic meters and current fuel availability only supports operation of one engine at a time. These runtime reductions directly contributed to the lower production levels shown on the previous slide. Next slide, please. at Woodward. Uh the renewable energy supply contract with the ISO expired on July 9, 2026. Effective July 10, any electricity generated by the co-generation facility was treated as real-time self-scheduled generation and settled through ISO market settlements directly to Hamilton Renewable Power Inc. based on the real-time locationational marginal [clears throat] price. This interim settlement arrangement remained in place until the ISO market meter was dregistered on August 11th. This ensured that any electricity generated following the expiry of the contract continue to be properly settled while HRP worked toward the new net metering arrangement. In parallel, HRP entered into a new 5-year maintenance agreement with Tormund which includes a major overhaul of the co-generation engine. On August 4th, the engine was removed from the Woodward site and transported to Tormund's facility for the overhaul. Work also continues with Electra and the other involved parties to finalize the transition to net metering. Once implemented, the electricity generated by the co-generation unit will be used to offset electricity consumption at the Woodward wastewater treatment plant. At the same time, HRP continues to advance. The board approved 100% renewable natural gas strategy. The current phase includes the development of the 30% design and refinement of the capital and operating cost estimates with this work expected to be completed by mid-occtober. Next slide, please. At Glenbrook, the facility continues to operate during the board approved transition period. Current landfill gas volume support the operation of one generator at a time and the existing operations and maintenance agreement with Tormund remains in place until December 31st, 2027. The board approved direction is to investigate the potential transfer of the Glenbrook assets and responsibility for managing the landfill gas to the city of Hamilton. A key consideration is the tax implications associated with transferring the assets from HRP Inc. to the city. HRP is in the process of retaining an external tax consultant to advise on the potential tax consequences and the most appropriate way to structure the transfer. Once this advice is received, HRP Inc. and the city will be in a better position to determine the appropriate path forward. In the meantime, work continues on the transition plan and supporting business case while the facility remains operational. I will now turn it over to Duncan who will speak about the forgivable loan request. Thank you. >> Thanks, Johnny. And just for for the benefit of council, the transition to the 100% uh RNG strategy at Woodward Wastewater Treatment Plant and the wind up and and potential transfer of assets and operations of the Glenn Brook Landfill site represent uh pivotal uh strategic decisions uh for the future of HRP. Um just taking through the the contents of uh of the meeting minutes and the and the consultant report prepared on the RNG strategy. Um this recommended 100% RG strategy show strong financial promise uh with an estimated $35 million net present value over 20 uh year timeline uh with an initial capital investment of um estimated at about 25 million. uh that represents an average annual return of investment of uh just under 4.5%. Um and plus all the environmental uh advantages in alignment with the city's um climate action strategy. Um given the forecasted annual losses over the next three years, HRP will not be in a position uh to be able to generate sufficient cash flow to meet its obligations uh during the transition of both Glenn Brook and Woodward. In order to successfully manage that transition, ensure contractual and regulatory obligations continue to be met while uh long-term ownership, organizational structure um and operational responsibilities are evaluated by the tax consultant. HRP is seeking shareholder approval for forgivable loan of up to $1.5 million and is t up to $ 1.5 million. That's to provide [clears throat] uh sufficient room to be able to manage. Um, right now we're kind of anticipating or the the the cash flow forecast anticipating that period to be up to the end of the contract and in at the end of 2028, so two years, but allowing for some leeway with the with the 1.5 million. Um, so that recommendation uh has been discussed in collaboration with the city finance staff. Um and it provides the best uh value in terms of um um tax reason for tax uh u proposition to this to the city in that um it doesn't incur additional debt or interest charges on on traditional bank vehicles like a a line of credit or a bank loan. um and keeping in mind that there could be at the end of the tax consultant evaluation a transfer of assets or or re restructure of of HRP under the city. So wanting to limit those types of obligations u and looking at uh what would be the most transparent way to um show to council and the public we have the shortage in cash. Um we need to be able to meet our obligations uh over the short term into a financially stable solution. um and in doing so without incurring additional debt and in interest charges that would that would deteriorate the the forecasted financial benefits. Um and uh that's uh that's it for the presentation at this point. Uh happy to answer any questions. >> Okay, thank you very much. >> I actually took some notes. I'm not sure I'll be able to read them after we leave, but they seem to make sense for the moment. Okay. Any questions, comments, suggestions? >> No one. Okay. Well, that brings us to that salient point in the meeting, I guess, where somebody makes a motion. >> We need to receive presentation. >> We need to receive. Of course, we do. That's what we're going to do right now. Uh, we need to receive the presentation. Someone moved that Casar [clears throat] Tison. Yep. Is that a show of hands? Show of hands. Carried. Okay. >> Board of director resolutions. >> Okay. There's a whole series of and we're going to take them all together. The board of resolutions one through five. Is there a motion? Casar questions, comments, suggestions. Madam President, do you have anything to say? No, >> there's no discussion. >> Okay. No discussion. All right. So, we go to a vote, right? Which is an electronic vote. [clears throat] All those in go to the electronic vote. Okay. Thumbs up. Thank you. [clears throat] >> The vote is now open. I saw a thumbs up from Mayor Horvath. Councelor Francis Pauls. >> Councelor Pauls and Nick. [clears throat] >> Vote carries unanimously. We now move to adjournment. Is there a motion to adjurnn? Okay, >> just just adjourned. >> Okay, we're adjourned. Okay.