This glossary explains common terms used in the Mirror Shares documents in plain English. It is written for investors who are not lawyers, accountants, or venture capital specialists.
How to use this page: If you see a term you do not recognise in any Mirror Shares article or resolution, you can search this page (Ctrl+F / Cmd+F) and read the short explanation here, then return to your document.
Allocation
The way shares are divided between people or entities.
In the Mirror plan, allocation describes how the Mirror Pool is split between OptiRTP shareholders.
Board Resolution
A formal decision made by the Board of Directors of a company.
It records that the Board has considered something (like the Mirror plan) and agreed to proceed, subject to any
shareholder approvals needed.
Cap table (Capitalisation table)
A spreadsheet or system showing who owns how many shares in each company, and what percentage that represents.
It is the “who owns what” summary.
Corporate block
A block of shares held by a company, not an individual.
In the Mirror plan, 30% of Resonote BioTech™ Incorporated is held as a corporate block by
OptiRTP Limited.
Cost base
For tax purposes, this is the value that is treated as your “starting point” when you acquire an investment.
Your accountant or tax adviser uses it to work out any later gain or loss when you sell.
Dilution
When a company issues new shares and your percentage ownership goes down, even if you still hold the
same number of shares.
Example: if you own 10 out of 100 shares (10%) and the company issues 100 more to new investors, you still own 10
shares but now out of 200 (5%).
Dual-IP portfolio / dual-stage IP structure
A structure where intellectual property (IP) and rights are split between entities (for example, OptiRTP and
Resonote BioTech™ Incorporated) and cross-licensed to each other.
It lets each company do its job while keeping clear records of who owns which IP.
Exclusive Licence Agreement
A contract where one company gives another company the exclusive right to use certain IP or technology in a defined
area (for example, geography, field of use, or product type).
In the Mirror plan, OptiRTP grants key rights to Resonote BioTech™ Incorporated under an exclusive licence.
Equity
Ownership in a company, usually in the form of shares.
If you hold shares in OptiRTP, OBIL, or Resonote BioTech™ Incorporated, you hold equity in those companies.
Governance
The system of rules, processes, and decision-making used to run a company.
It includes how the Board is structured, what needs shareholder approval, and how major decisions are controlled.
Governance alignment
Making sure that key decisions in related companies (here, OptiRTP and Resonote BioTech™ Incorporated) are handled
in a coordinated way.
For example, some “big decisions” require approvals on both sides, not just in one company.
Licence (IP licence)
Permission for one party to use another party’s intellectual property under agreed conditions.
It does not transfer ownership of the IP; it just grants rights to use it.
Liquidity event
A structured event where it is possible to sell shares or realise value, such as a major new investor buying shares,
a trade sale, or a future public listing.
There is currently no guaranteed liquidity event; the Mirror plan is about structure, not about timing of exit.
Mirror Shares / Mirror Pool
The block of shares in Resonote BioTech™ Incorporated (Delaware, USA) set aside to be issued directly
to existing OptiRTP shareholders.
In this plan, 50% of Resonote BioTech™ Incorporated is allocated to this Mirror Pool.
Mirror structure
The overall design that links equity across OptiRTP, OBIL, and Resonote BioTech™ Incorporated so that existing
New Zealand shareholders “mirror” into the U.S. company at a defined starting point.
Mirror percentage (your Resonote %)
Your starting percentage shareholding in Resonote BioTech™ Incorporated, calculated from your OptiRTP and OBIL
holdings using a standard formula shown in the Worked Examples article.
OBIL – Optimum Bio Innovations Limited (New Zealand)
A New Zealand company that holds 84.10% of OptiRTP Limited.
Many early investors hold shares in OBIL rather than directly in OptiRTP.
OptiRTP Limited (New Zealand)
The New Zealand operating company you originally invested in.
It will hold a 30% corporate block of shares in Resonote BioTech™ Incorporated and has granted an exclusive licence
to that U.S. company.
OptiRTP Shareholder Written Resolution
A formal written resolution sent to OptiRTP shareholders, setting out the decisions they are being asked to approve
(Mirror structure, Mirror Shares, exclusive licence, governance alignment, etc.).
Pass-through structure
A design where shares or economic benefits are passed through an intermediate company (for example, OBIL) so that the
underlying individual investors can hold shares directly in a new company (Resonote BioTech™ Incorporated),
rather than everything being held only in a corporate block.
Pro-rata
A proportional split based on your existing percentage.
If you own 2% of OptiRTP, a pro-rata allocation from a pool means you receive 2% of that pool.
Reserved matters
Important decisions that cannot be made by management alone and require special approval (for example, from the Board
plus a supermajority of shareholders).
Examples might include creating new share classes, major funding rounds, or selling key IP.
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.
The Mirror Shares are shares in this company.
Shareholder Written Resolution
A formal document sent to shareholders asking them to approve specific decisions without holding a physical meeting.
Shareholders mark “FOR” or “AGAINST”, sign, and return the resolution by the stated deadline.
Starting valuation
The initial value agreed for a company at a given point in time.
In the Mirror plan, Resonote BioTech™ Incorporated has a defined starting valuation before major IP transfers and
contracts, which helps advisers assess the tax position.
Supermajority
A higher-than-simple-majority level of approval required for certain decisions (for example, 75% instead of 50% of
votes).
Supermajority requirements are often used for reserved matters.
Support letter / overview pack
The non-legal explanatory material provided with the resolutions, such as the Mirror Shares Shareholder Overview and
FAQs.
These documents explain the plan but do not replace the legal resolutions and agreements.
Treasury shares / Treasury pool
Shares that are created but held by the company itself, not yet allocated to investors or staff.
In the Mirror plan, 20% of Resonote BioTech™ Incorporated is kept as a treasury pool for future use
(for example, employee incentives or strategic partners).
Threshold (voting threshold)
The minimum level of approval required for a resolution to pass (for example, more than 50% of shares voting in
favour).
The exact thresholds are set out in the Written Resolutions and company constitutions.
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