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Message: Re: Zenith Epigenetics Corp. Commences Operations

Toniv,

You asked, "I haven't gone back through the SEDAR filings but I seem to recall at some point that Eastern and NGN provided one or more financings to Zenith and for some reason I thought they were given preferred shares?"

If you look back at the three private placement news releases on the Zenith news page, you will see that all of these private placements were for common shares and did not involve any RVX royalty preferred shares.

You also asked, "So what I am trying to understand is do I or anyone in my position with common shares have any preferred shares or are they for Eastern and NGN and perhaps management?"

If you look back at the original "commences operation" news release, it reads, " Shareholders of Resverlogix now own one new common share of Resverlogix and one common share of Zenith for each common share of Resverlogix held immediately prior to the Arrangement becoming effective.......Pursuant to the Arrangement, Zenith was also issued royalty preferred shares in the capital of Resverlogix which will provide Zenith with a dividend equal to six to twelve percent of "Net Apo Revenue" as described in the Information Circular of Resverlogix dated April 29, 2013."

Sounds like the RVX royalty preferred shares are owned by Zenith Epigenetics Corp (soon to be Zenith Capital Corp) and not by you, me, Eastern, NGN, or any other holder of Zenith common shares. IMO, it is Zenith management or Zenith Board of Directors (I'm not sure which one) that determines how the money derived from RVX royality preferred shares is allocated. Dividend to holders of future Zenith Capital Corp, but not holders of Zenith Epigenetics Ltd? Funding of future Zenith Epigenetics Ltd clinical trials and activities?

This quote from Masila's unoffical transcript of the June 30th Zenith Special Meeting is particularly relevant:

"May split company into Royalty portion (getting royalties from Resverlogix) and a development company. This will likely be a topic at the AGM in Sep. If a major pharma comes in, he doesn't really want others to benefit from the royalty stream. Those that have shares in Zenith right now are the ones who should be the beneficiaries.

He believes this royalty stream will be a very significant number. For example, just from the China deal, there could be $300M in royalty stream. If things go as hoped in Resverlogix, this could be $1B/year. Divide that among the current shares outstanding (say 100M) and you've got a fair chunk of money coming your way every year. If I got $10/yr for every share I owned, I'd be a VERY happy camper. I can wait a few years for this to happen."

I'm not sure how much of this was from Don's mouth vs. Masila's own opinion. Perhaps Masila can clarify if he/she reads this. Obviously, the AGM is now happening Jan 2016 and not Sept 2105. But it sounds like the split of Zenith Capital Corp from Zenith Epigenetics Ltd was floated at the June 30th meeting already.

Best,

BearDownAZ

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