Shareholder FAQ

Shareholder Frequently Asked Questions

Question 1: How did I receive Zenith Capital Corp. (“Zenith” or the “Company”) common shares?

Answer: Most of Zenith’s shareholders received shares of the Company as a result of the spin out by Resverlogix Corp. (TSX: RVX) on June 3, 2013. At the time of the spin out, Resverlogix shareholders received one share of Zenith Epigenetics Corp. for every Resverlogix share held with no additional cash outlay. Zenith Epigenetics Corp. subsequently changed its name to Zenith Capital Corp.

Question 2: Are Zenith shares traded in the public markets?

Answer: No, Zenith shares are not listed on a public stock exchange and are therefore not readily tradeable. The Company does not have a share buy-back program.

The Company may, from time-to-time, evaluate the merits of a possible public listing. Any plans to list its shares in a public market or information on a potential liquidity event (including the purchase of some or all of Zenith’s shares or assets by an acquirer) will be communicated via press release and on the Company’s website. Subscribe for news alerts HERE.

Question 3: Do shares of Zenith Capital Corp. (“Zenith”) (of which Zenith Epigenetics Ltd. is a wholly-owned subsidiary) trade on the TSX Venture Exchange under the symbol ZENI.P?

Answer: No. As stated above, shares of Zenith Capital Corp. are not listed on a public stock exchange. ZENI.P shares which trade on the TSX Venture Exchange relate to Zenith Capital Corporation (not Zenith Capital Corp.). Zenith Capital Corporation is an entirely unrelated company with which we have no affiliation whatsoever.

Question 4: Do shares of Zenith Capital Corp. trade in the OTC Grey Market under the symbol ZHCLF?

Answer: It is our understanding that, without any involvement by Zenith whatsoever, FINRA created a “ZHCLF” symbol and linked it with Zenith’s shares, and that trades under the symbol “ZHCLF” have taken place on the OTC Grey Market*. This was/is completely out of Zenith’s control, and FINRA will not de-link ZHCLF from Zenith, despite Zenith’s request that they do so. For the avoidance of doubt, Zenith is in no way involved in any trading in ZHCLF on the OTC Grey Market.

* “Grey Market” or "OTC" is a security that is neither listed nor traded on any stock exchange including but not limited to the OTCQX Market, OTCQB Venture Market or Pink markets.

Question 5: How can Zenith shares either be transferred or removed from my brokerage account?

Answer: If you are a registered holder (i.e. you hold the shares directly in your own name as opposed to with and in the name of an intermediary such as a discount broker or financial institution), the Company’s registrar / transfer agent, Computershare (1-800-564-6253 toll free USA/CAD or 514-982-7555 between the hours of 8:30 a.m. and 8:00 p.m. Eastern Time), can assist with transferring Zenith shares to a physical certificate and/or transferring the shares into another name.

If you are an unregistered holder (i.e. you hold shares through your financial institution) and you’d like to remove Zenith shares from your account, please contact your financial institution or broker and request a CDS withdrawal.

Question 6: Since there is no public market for Zenith’s shares at this time, why has the value of my Zenith shares reported in my brokerage account statement fluctuated?

Answer: Our understanding is that some financial institutions have reported the value of Zenith’s shares at a nominal value due to the fact that they are not listed on a stock exchange, while other institutions have reported the value of Zenith’s shares based on an estimated value calculated for financial reporting purposes, information from recent Company financings, or based on the institutions’ own practices. As well, our understanding is that some financial institutions may now be reporting the value of Zenith’s shares based on ZHCLF “trading” (described above). Ultimately, the values reported by each financial institution are at the given institution’s sole discretion and are out of Zenith's control.

Question 7: Does the Company have an estimate of fair value for its common shares?

Answer: Yes, however, it is calculated exclusively for financial reporting purposes. For reference, the most recent letter outlining management’s estimate of fair value for financial reporting purposes can be viewed HERE

Question 8: Can Zenith shares be held in tax-deferred accounts?

Answer: Zenith has made the necessary elections to the Canada Revenue Agency to be eligible for deferred plans, however, it is exclusively at each financial institution’s discretion whether or not to permit a client to deposit Zenith shares based on its particular policies and practices.

Question 9: What was the adjusted cost base value of Zenith shares at the time of the spinout?

Answer: Resverlogix’s estimation of the proportionate allocation of the adjusted cost base of the Resverlogix common shares immediately before the share exchange, based on the relative estimated fair market values of the new Resverlogix common shares and the Zenith common shares immediately after the share exchange, is as follows:

Resverlogix new common shares          90.9%

Zenith common shares                          9.1%

This allocation is not binding on the Canada Revenue Agency or any shareholder.

Question 10: Is it possible to participate in a future equity private placement?

Answer: From time to time, Zenith may announce its intention to complete an equity offering / private placement; net proceeds of such offerings are typically used to fund research and development activities, for general and administrative expenses, working capital and other general corporate purposes. Investment would be restricted to qualified and suitable investors (pursuant to available exemptions) on a first-subscribed basis.

If you may be interested in participating in a future equity offering, please EMAIL the Company for more information.

Question 11: Why have I not received materials such as Zenith’s annual meeting and proxy materials?

Answer: If you’re a registered holder (i.e. you hold Zenith shares under your name), please contact Computershare (1-800-564-6253 toll free USA/CAD or 514-982-7555 between the hours of 8:30 a.m. and 8:00 p.m. Eastern Time), to receive materials in the future. If you’re a non-registered holder (i.e. you hold Zenith shares with and in the name of your financial institution or broker), contact your financial institution to ensure your account is set up to receive these materials from Zenith.

If you require further information, shareholders may contact the Company at: info@zenithepigenetics.com