Mirror Shares – Big Picture Overview (Start Here)
This article is the simple, big-picture explanation of the Mirror Share plan for existing
shareholders in OptiRTP Limited (New Zealand) and OBIL – Optimum Bio Innovations Limited (New Zealand).
It explains what is changing, what is not changing, and what you may need to do.
In one sentence
The Mirror plan gives you an extra shareholding in Resonote BioTech™ Incorporated (Delaware, USA) so you share in value created in the U.S.,
while keeping your existing OptiRTP and OBIL shares.
What does not change
- Your OptiRTP share count.
- Your OBIL share count.
- Your existing rights in those companies, as set out in their documents.
Important: This is a plain-language overview for orientation only.
It does not replace the formal legal documents or your own tax and legal advice.
1. Who are the companies involved?
Short answer: There are three main companies in this story. You may hold shares in one or two of them today.
- OptiRTP Limited (New Zealand) – the New Zealand operating company and the entity you already invested in.
- OBIL – Optimum Bio Innovations Limited (New Zealand) – a New Zealand company that holds 84.10% of OptiRTP and therefore has a major say in its decisions.
- Resonote BioTech™ Incorporated (Delaware, USA) – the U.S. company that will hold key licences and contracts and is expected to be the main vehicle for future U.S. growth and funding.
Back to top
2. What is the Mirror plan trying to achieve?
Short answer: The plan is to make sure that existing OptiRTP and OBIL shareholders fairly participate in the value built in the
U.S. company, not just in New Zealand, while keeping the system safe and investable.
2.1 Why create a U.S. company at all?
- Major health systems, regulators, and investors are in the U.S.
- It is often easier to raise larger amounts of capital and do bigger contracts through a U.S. corporation.
- Resonote BioTech™ Incorporated is designed to be that vehicle.
2.2 Why give existing shareholders Mirror Shares?
- To recognise the risk and support you already provided as an early investor.
- To avoid a situation where the U.S. vehicle benefits only new investors while leaving legacy investors behind.
- To create a clearer story: “The people who backed OptiRTP and OBIL now also own a defined slice of the U.S. company.”
Back to top
3. What stays the same for me?
Short answer: Your existing shareholdings in OptiRTP and OBIL do not disappear, shrink, or get cancelled by the Mirror step.
- You keep the same number of shares in OptiRTP and/or OBIL that you held before the Mirror plan.
- Your rights in those companies (for example, voting and information rights) are still defined by their existing legal documents.
- No additional cash contribution is being requested from you as part of this step.
If any separate transaction is ever proposed (for example, a buy-back, sale, or new investment), that would be a separate decision and separate document set, not part of this Mirror overview.
Back to top
4. What is actually new for me?
Short answer: You gain a new shareholding in Resonote BioTech™ Incorporated, on top of your existing shares in
OptiRTP and OBIL.
4.1 New U.S. shareholding (Mirror Shares)
4.2 Additional exposure via OBIL and OptiRTP
Back to top
5. At a glance – how my Mirror percentage is worked out
Short answer: A simple formula is used to calculate your starting percentage in Resonote BioTech™ Incorporated. You do not need to calculate this yourself, but you can see how it works.
If:
- O = your percentage shareholding in OptiRTP Limited, and
- B = your percentage shareholding in OBIL,
then your starting percentage in Resonote BioTech™ Incorporated is:
Resonote % = (50% × O) + (42.05% × B)
The 42.05% factor comes from OBIL’s 84.10% holding in OptiRTP and the 50% Mirror Pool.
For detailed, step-by-step examples, see:
- Mirror Shares – Worked Examples (How Your Shares Are Calculated)
Back to top
6. What might I need to do?
Short answer: You will receive formal documents (resolutions and information packs). Read them carefully, ask questions if
something is unclear, and consider getting advice before you sign.
6.1 Read and consider the resolutions
- OptiRTP Shareholder Written Resolution – for OptiRTP shareholders.
- OBIL Shareholder Written Resolution – for OBIL shareholders.
These documents will specify:
- exactly what you are being asked to approve,
- any conditions or timelines, and
- how your Mirror Shares will be issued and recorded.
6.2 Decide whether you support the plan
6.3 Keep your details up to date
Back to top
7. Where to go next for more detail
If you would like more detail, the following articles build on this overview:
- Mirror Shares – Complete FAQ for OptiRTP Limited (New Zealand) Shareholders – the full narrative, including the 18-topic FAQ.
- Mirror Shares – Worked Examples (How Your Shares Are Calculated) – step-by-step calculations.
- Mirror Shares – Governance & Control Overview – how decisions are made and aligned.
- Mirror Shares – Tax & Legal Position (Plain Language Overview) – key concepts to discuss with your advisers.
- Mirror Shares – Practical Questions & Everyday Scenarios – “what if…?” situations and day-to-day concerns.
You can share this overview, and the related articles, with your accountant, lawyer, or other advisers to help them
quickly understand the plan and advise you on your individual situation.
Back to top