Here is my simplistic understanding of the proposal:

- I own x000 shares of Zenith Epigenetics Corp.

- Zenith Epigenetics Corp sells to a new Zenith Epigenetics Ltd the current technology assets for 34m, and receive 34m shares, $1.00 / share. There will be no distribution of these shares.

- Zenith Epigenetics Corp continues to own the Royalty Preferred shares.

- Zenith Epigenetics Corp changes the name to Zenith Capital Corp.

- Zenith Capital Corp is now free to try an IPO of the new Zenith Epigenetics Ltd shares, selling some predetermined amount via underwriters, most likely it would hold back enough to retain control. Distributing these shares to the current Epigenetic Capital Corp shareholders would only lock them up.

- I still own the same x000 shares, now named "Zenith Capital Corp". I would hope that at some future time the shares of Zenith Capital Corp which are all owned by shareholders will be listed at one or more Exchanges. (also would love to get a fat dividend)

Please feel free to critique!

Deke

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Quote from the Management Information Circular: Pursuant to the Transaction described above, subject to Shareholder approval, the principal operating assets of the Corporation will be transferred to Newco and Newco will continue research and development activities relating to the Technology under the name Zenith Epigenetics Ltd. The Corporation will retain its interest in the Royalty Preferred Shares and it will initially own all of the common shares of Newco, but it will no longer be directly engaged in research and development activities. Accordingly, management of the Corporation has proposed that the name of the Corporation be changed to differentiate the Corporation from Newco and to more accurately reflect the anticipated nature of its business operations following the Transaction. Shareholders will be asked to consider, and if thought fit, to pass a special resolution (the “Name Change Resolution”) to change the name of the Corporation to “Zenith Capital Corp.”, or to such other name as the directors of the Corporation determine is appropriate.