1. Big picture – what is happening?

1.1 Why is a new U.S. company involved?

Resonote BioTech™ Incorporated (Delaware, USA) will sit at the centre of future U.S. work – clinical trials, VA and other institutional contracts, U.S. partnerships and, potentially, a future listing. U.S. institutions generally expect to contract with a U.S. corporation with a clear governance and cap table.

1.2 What does this mean for my existing OptiRTP and OBIL shares?

• The number of shares you hold in OptiRTP Limited (New Zealand) does not change.
• The number of shares you hold in OBIL – Optimum Bio Innovations Limited (New Zealand) does not change.
• You add a separate holding in Resonote BioTech™ Incorporated on top of those.

1.3 Is this a capital raise?

No. The Mirror Share structure is not a new cash investment. It is an equity allocation designed to align your existing OptiRTP and OBIL holdings with the future value created in the U.S. company.

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2. What is Resonote BioTech™ Incorporated?

2.1 What is its role?

Resonote BioTech™ Incorporated (Delaware, USA) is the U.S. corporation that will:

• hold key U.S. commercial and licensing agreements,
• interface with U.S. regulators and institutional partners, and
• act as the main vehicle for U.S.-led fundraising and partnerships.

2.2 How does it relate to OptiRTP and OBIL?

At the starting point:

• 50% of Resonote BioTech™ Incorporated is allocated to OptiRTP shareholders as Mirror Shares.
• 30% is held by OptiRTP Limited (New Zealand) as a corporate block.
• 20% is held as unissued treasury shares inside the U.S. company.

OBIL currently holds 84.10% of the issued shares in OptiRTP Limited. That majority position is used to pass Mirror Shares through to OBIL shareholders as well.

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3. What are “Mirror Shares”?

3.1 Why use a Mirror structure?

The Mirror structure:

• gives you a clear, direct stake in the U.S. entity where commercial value is expected to build, and
• keeps your existing OptiRTP and OBIL share counts unchanged.

3.2 Are Mirror Shares a special class?

Mirror Shares themselves are ordinary shares in Resonote BioTech™ Incorporated. If separate classes (for example, preferred shares for institutional investors) are needed in future, they would be created separately.

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4. How is my Mirror shareholding calculated?

4.1 The 50% / 30% / 20% structure

The starting cap table of Resonote BioTech™ Incorporated is:

• 50% – Mirror Shares to OptiRTP shareholders.
• 30% – held by OptiRTP Limited.
• 20% – treasury shares in Resonote BioTech™ Incorporated.

4.2 If you only hold OptiRTP shares

If you hold shares in OptiRTP Limited and do not hold OBIL shares, your starting percentage holding in Resonote BioTech™ Incorporated is:

Resonote % (from OptiRTP) = 50% × your OptiRTP %

4.3 If you only hold OBIL shares

If you only hold shares in OBIL – Optimum Bio Innovations Limited (New Zealand), your starting percentage holding in Resonote BioTech™ Incorporated is:

Resonote % (via OBIL) = 50% × 84.10% × your OBIL %

4.4 If you hold both OBIL and OptiRTP shares

If you hold both OptiRTP and OBIL shares, you add the two components:

Total Resonote % = (50% × your OptiRTP %) + (50% × 84.10% × your OBIL %)

4.5 Where can I see worked examples?

See the separate article “Mirror Shares – Worked Examples (How Your Shares Are Calculated)” for detailed numeric examples (OptiRTP-only, OBIL-only, and combined holdings).

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5. Dilution – now and later

5.1 Does the Mirror issue itself dilute my Resonote percentage?

The Mirror issue defines the starting cap table of Resonote BioTech™ Incorporated. Your initial percentage is exactly what the formulas above produce.

5.2 Does this dilute my OptiRTP or OBIL holdings?

No. Your OptiRTP and OBIL share counts do not change as a result of the Mirror structure.

5.3 What could dilute my Resonote holding in the future?

Future dilution in Resonote BioTech™ Incorporated could occur if, for example:

• new capital is raised and fresh shares are issued,
• treasury shares are issued to employees, advisers or partners, or
• new share classes are created for future investors.

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6. Governance and alignment

6.1 Who “controls” Resonote BioTech™ Incorporated?

The structure is intended so that:

• no single individual is intended to hold 50% or more of Resonote BioTech™ Incorporated; and
• control is exercised through documented governance rules and board structures.

6.2 How are OptiRTP and Resonote BioTech™ Incorporated kept aligned?

Alignment is maintained through:

• OptiRTP Limited’s 30% corporate holding and associated governance rights,
• Mirror shareholders collectively holding 50% of Resonote BioTech™ Incorporated, and
• licence and governance agreements connecting key decisions between the entities.

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7. IP, licensing and risk separation

7.1 Where does the core IP sit?

The core neuromodulation IP is licensed into Resonote BioTech™ Incorporated under defined licence agreements from the New Zealand IP-holding structure. Legacy IP remains with the New Zealand entities; new U.S.-developed IP sits in the U.S. company under a dual-IP, dual-licence framework.

7.2 Why separate risk into a U.S. company?

Key reasons include:

• isolating U.S. contractual and regulatory risk into a dedicated U.S. vehicle,
• simplifying compliance with U.S. frameworks, and
• giving U.S. partners a counterparty they recognise and can contract with directly.

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8. Valuation and the US$10,000 reference

8.1 What is the US$10,000 figure?

Resonote BioTech™ Incorporated is currently non-operating and has a fair market value of US$10,000 before IP is licensed in. That valuation is used to anchor the Mirror issue.

8.2 Why set the valuation now?

Using this reference valuation:

• fixes a clear starting point before material U.S. contracts or revenues exist,
• helps manage tax consequences for shareholders, and
• supports compliance with U.S. requirements around fair market value at issuance.

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9. Voting, approvals and what you need to do

9.1 Company-level approvals

There are two main sets of company-level approvals:

• OBIL shareholder approval – authorising OBIL to vote its 84.10% OptiRTP holding in favour of the Mirror structure and to pass Mirror Shares through to OBIL shareholders.
• OptiRTP shareholder approval – authorising the Mirror structure itself, the 50% / 30% / 20% split, and the related licence and governance arrangements.

9.2 What you do as an OptiRTP shareholder

You will receive an OptiRTP shareholder resolution and instructions on signing or voting. If you support the proposal and wish to receive Mirror Shares, you vote or sign in favour by the stated deadline.

9.3 What you do as an OBIL shareholder

You will receive an OBIL shareholder resolution asking you to authorise OBIL to support the Mirror structure and implement the pass-through for OBIL shareholders.

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10. Practical or “everyday” questions

10.1 How will my Mirror Shares be recorded?

You will receive formal confirmation of your shareholding in Resonote BioTech™ Incorporated (for example, a share certificate or cap-table statement). Practical details will be provided in your shareholder pack.

10.2 Can I sell or transfer my Mirror Shares?

Any sale or transfer will be governed by the U.S. company’s shareholder agreements and transfer rules, which may include pre-emptive rights, transfer restrictions or lock-ups typical for early-stage companies. An active secondary market is not expected at this stage.

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11. Risk and “what if…” scenarios

11.1 What if Resonote BioTech™ Incorporated does not succeed?

If the U.S. company does not achieve commercial success:

• your Mirror Shares could lose most or all of their value, but
• your OptiRTP and OBIL shareholdings remain what they were.

11.2 What if the U.S. company succeeds but New Zealand operations change?

The structure is designed so that success in the U.S. primarily shows up in the value of Resonote BioTech™ Incorporated. Because you hold Mirror Shares directly, you participate in that upside even if some New Zealand activities evolve.

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12. Tax, legal and personal advice

12.1 Is this tax or legal advice?

No. This FAQ and the associated documents are not tax, legal or investment advice. Cross-border structures can have different consequences depending on your jurisdiction and personal circumstances.

You should obtain your own professional advice before making decisions.

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13. Future funding and potential IPO

13.1 What happens if Resonote BioTech™ Incorporated raises new capital?

If the U.S. company raises capital:

• new shares may be issued to new investors, and
• existing percentages may dilute unless pro-rata rights are exercised where available.

13.2 What if there is a future IPO?

If Resonote BioTech™ Incorporated lists on a public market, Mirror Shares would participate according to their share class and any lock-ups or regulatory requirements at that time. The detailed mechanics will depend on the rules and market practice then in force.

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14. What happens if I do not vote or vote “no”?

14.1 If you do not respond

The consequences of non-response are set out in the formal resolutions. In general:

• if sufficient shareholders approve, the structure can proceed even if some do not respond; but
• if quorum or statutory thresholds are not met, the Board may need to revisit or re-run the process.

14.2 If you vote against

Your “no” vote is counted towards the approval thresholds. If the required thresholds are not met, the Mirror structure does not proceed in its current form.

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15. How OBIL’s 84.10% stake flows through

15.1 Why is OBIL’s 84.10% stake important?

OBIL holds 84.10% of OptiRTP Limited, making it the majority shareholder. OBIL’s approval is therefore essential for any structural change including the Mirror proposal.

15.2 How do OBIL shareholders benefit?

OBIL shareholders gain exposure to Resonote BioTech™ Incorporated:

• indirectly, via OBIL’s stake in OptiRTP and OptiRTP’s 30% corporate holding in the U.S. company;
• directly, via pass-through Mirror Shares calculated using their OBIL percentage and OBIL’s 84.10% OptiRTP holding;
• and, where relevant, through any personal OptiRTP shares they hold in their own name.

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16. Worked examples (summary)

Full numeric worked examples are provided in the article “Mirror Shares – Worked Examples (How Your Shares Are Calculated)”. In brief:

• OptiRTP-only holder: 1.0% of OptiRTP → 50% × 1.0% = 0.5% of Resonote BioTech™ Incorporated.
• OBIL-only holder: 2.0% of OBIL → 50% × 84.10% × 2.0% ≈ 0.841%.
• Holder of both: 1.0% OptiRTP and 1.0% OBIL → approximately 0.9205% total in the U.S. company.

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17. Glossary

• Resonote BioTech™ Incorporated (Delaware, USA) – U.S. operating and commercialisation company for the Resonote neuromodulation technology.
• OptiRTP Limited (New Zealand) – New Zealand company through which existing shareholders hold exposure to the technology.
• OBIL – Optimum Bio Innovations Limited (New Zealand) – majority shareholder in OptiRTP Limited, holding 84.10% of the issued OptiRTP shares.
• Mirror Shares – ordinary shares in Resonote BioTech™ Incorporated allocated pro-rata to OptiRTP shareholders under the 50% / 30% / 20% structure.
• Treasury shares – unissued shares held by a company for future use; they have no voting or dividend rights until issued.

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18. Where to find more information

• Mirror Shares – Shareholder Overview (PDF) – concise, visual overview of the structure.
• Mirror Shares – Worked Examples (How Your Shares Are Calculated) – numeric examples for different holding scenarios.
• Mirror Shares – OBIL Written Resolution (Plain Language Summary) – what OBIL shareholders are being asked to approve.
• Mirror Shares – OptiRTP Written Resolution (Plain Language Summary) – what OptiRTP shareholders are being asked to approve.

This article is a plain-language summary. It does not constitute tax, legal or investment advice. Please read the full documentation and obtain your own professional advice based on your individual circumstances.

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