Zenith Notice of Meeting and Management Information CircularZenith Notice of Meeting and Management Information Circular was posted on SEDAR 12/2/15.
Sounds like a way for Zenith to split off the royalty preferred shares from the rest of the "technology" of the company so that they will be separate entities. "Zenith Capital Corp" will establish a RVX-208 royalty stream that is not directly tied to Zenith Epigenetics. IMO, this is making it an easier path to an IPO that values the Newco Zenith Epigenetics entirely on its technology and not on the royalty stream of RVX-208. I guess this means that there will be 34.4 million shares outstanding of Zenith Epigenetics when all is said and done that are entirely owned by Zenith Capital Corp. And current owners of Zenith don't have to worry about dilution of the value of their royalty preferred shares with the issuance of new shares in an IPO or other dilutive financing for the future Zenith Epigenetics.
Here's the first part of page two that describes the agenda:
ZENITH EPIGENETICS CORP.
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 7, 2016
TAKE NOTICE that an Annual and Special Meeting (the “Meeting”) of the holders of common shares (“Common Shares”) of Zenith Epigenetics Corp. (the “Corporation”) will be held on Thursday, January 7, 2016 at 9:00 a.m. (Calgary time), at Mount Royal University, The Roderick Mah Centre for Continuous Learning, Ross Glen Hall, EC1040, 4825 Mount Royal Gate SW, Calgary, Alberta for the following purposes:
1. to receive the audited financial statements of the Corporation for the year ended April 30, 2015 and the report of the auditors thereon, and the unaudited financial statements of the Corporation for the interim period ended July 31, 2015;
2. to set the number of directors to be elected at the Meeting at five (5);
3. to elect directors for the ensuing year as described in the accompanying management information circular (the “Management Information Circular”);
4. to appoint auditors for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors;
5. to consider, and if thought fit, pass a special resolution (the “Reorganization Resolution”) approving the sale of all or substantially all the property of the Corporation, other than the royalty preferred shares of Resverlogix Corp. held by the Corporation, to Zenith Epigenetics Ltd., a whollyowned subsidiary of the Corporation, as more fully described in the Management Information Circular;
6. to consider, and if thought fit, pass a special resolution (the “Name Change Resolution”) approving the change of name of the Corporation to “Zenith Capital Corp.”, or such other name as the directors of the Corporation determine is appropriate; and
7. to transact such other business that may properly come before the Meeting or any adjournment thereof.
The details of all matters to be put before shareholders at the Meeting, including the text of the Reorganization Resolution and Name Change Resolution, are set forth in the Management Information Circular accompanying this Notice of Meeting. At the Meeting, shareholders will be asked to approve each of the foregoing items.