Zenith is an unlisted "public company" according to the Income Tax Act. When brokerages started contacting us saying they were inelligible for registered accounts (and we would have to move them) some years ago, some of us contacted Zenith. Brad Cann issued the following letter and the brokerages were then okay with them. Unless some other definition can be found in securities legislation or such, Zenith is a public company.

ZENITH

EPIGENETICS

TD Waterhouse

Re: Eligibility for investment of shares of spun-out corporation (,,zenith,,I

We are writing in response to your questions about whether shares of Zenith Epigenetics Corp.

("Zenith") are qualified investments for registered investment plans even though they are not

listed for trading on a stock exchange.

Provided Zenith is a "public corporation" as deflned in the Income Tax Act, shares of Zenith

should be "qualified investments" under the Act for the purposes of the various registered

investment plans provided for in the Act. ln particular, regulation 4900(1}{b) of the lncome Tax

Regulations provides that for the purposes of the various definitions of "qualified investment,,

in the sections relating to registered retirement savings plans, deferred profit sharing plans,

registered retirement income funds, registered education savings plans. registered disability

savings plans, and tax-free savings accounts] a share of a public corporati;n {other than a

mortgage investment corporation) is a qualified investment.

Notwithstanding that the shares of a corporation may not be listed on a designated stock

exchange in Canada, the corporation may still he a public corporation if it so elects,

Paragraph (b) of the definition of "public corporation" in subsection g9{1} provides that a

corporation that complies with prescribed conditions relating to share ownership and trading,

and that makes the required election, is a public corporation as of the time the election is

made' Furthermore, the postamble to that definition provides that where a corporation has,

during its first taxation year, become a public corporation {such as by making the election

described above), it may elect in its income tax return to be deemed to have been a public

corporation from the beginning of the year.

Zenith shares meet the prescribed conditions and Zenith has made the first election and will

make the second election in prescribed manner and on a timely basis, consequently it should

be a public corporation, and the shares thereof qualified investments from the time they were

issued under the plan of arrangement.

Yours truly,

Brad Cann, CA, CBV

Chief Financial Officer