1. What is the Mirror structure intended to do (and not do)?

1.1 Intended purpose (economic and governance)

• Provide a clear, direct shareholding in the U.S. operating company where major U.S. contracts and value are expected to build.
• Align legacy New Zealand shareholders with future U.S. institutional investors in a way that is easier to explain and govern.
• Preserve the existing share structures of OptiRTP and OBIL at the point of implementation.

1.2 What the Mirror structure is not

• It is not a buy-back, sale, or cancellation of OptiRTP or OBIL shares.
• It is not a request for additional shareholder cash investment as part of the Mirror step.
• It is not a guarantee of any particular tax treatment or future liquidity event.

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2. High-level legal framing – new company, same investors, new exposure

2.1 New U.S. entity

• Resonote BioTech™ Incorporated (Delaware, USA) is formed and governed under Delaware corporate law.
• It can enter into licence agreements, clinical and commercial contracts, and funding arrangements in its own name.
• Its internal governance (Board, reserved matters, shareholder rights) is documented in U.S. constitutional documents and supporting agreements.

2.2 Share issuance into the Mirror structure

• A defined number of shares in Resonote BioTech™ Incorporated is created and allocated into:
  • a 50% Mirror Pool for OptiRTP shareholders,
  • a 30% corporate block for OptiRTP Limited, and
  • a 20% treasury pool for future use.
• The Mirror Pool is allocated pro-rata based on each holder’s percentage in OptiRTP (and, for OBIL shareholders, via OBIL’s 84.10% stake).
• The resulting holdings are documented in share registers, cap tables, and (where used) formal share certificates or statements.

2.3 Resolutions and consents

• OptiRTP and OBIL Boards consider the Mirror structure and pass Board resolutions supporting it.
• OptiRTP and OBIL shareholders are asked to approve the key elements via Shareholder Written Resolutions.
• The Mirror issuance is conditional on those resolutions being passed in the form required by local law and company constitutions.

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3. High-level tax framing – concepts and intent

3.1 Why a defined starting valuation matters

• Resonote BioTech™ Incorporated is given a defined starting value before significant contracts or revenues exist.
• This is intended to:
  • set a clear reference point for the initial Mirror issue, and
  • help advisers assess tax implications of receiving shares at that starting value.

3.2 Key tax concepts your advisers may consider

• Whether receipt of Mirror Shares is treated as:
  • a taxable event (e.g., deemed dividend, income, or other), or
  • a reorganisation / restructuring step that may qualify for specific treatment.
• How your cost base in the Mirror Shares is determined.
• Potential implications if you later:
  • sell Mirror Shares,
  • participate in future rounds, or
  • receive dividends (if any) from Resonote BioTech™ Incorporated.

3.3 What this article cannot do

• It cannot confirm that the Mirror issue will be tax neutral for you.
• It cannot classify the transaction in your home jurisdiction (e.g., New Zealand, U.S., or elsewhere).
• It cannot replace a formal tax opinion from a qualified professional who understands your individual position.

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4. Cross-border considerations – New Zealand and U.S. perspectives

4.1 New Zealand perspective (high-level)

• OptiRTP Limited and OBIL remain New Zealand companies, governed by New Zealand company law.
• Shareholders may need advice on:
  • how receipt of foreign (U.S.) shares is treated for New Zealand tax, and
  • any reporting or disclosure requirements that apply to them individually.

4.2 U.S. perspective (high-level)

• Resonote BioTech™ Incorporated is a U.S. corporation, subject to U.S. corporate, securities, and tax rules.
• Future U.S. institutional investors will expect clarity on:
  • how the Mirror structure was implemented,
  • who the legacy shareholders are, and
  • how governance and IP are structured.
• Individual shareholders who are U.S. persons, U.S. tax residents, or who later become so should obtain advice specific to U.S. rules.

4.3 Other jurisdictions

• If you are tax resident outside New Zealand or the U.S., your local rules may differ.
• You should assume that local reporting and tax treatment may apply and get jurisdiction-specific advice.

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5. What shareholders should discuss with their advisers

5.1 Suggested questions for your tax adviser

• How is the receipt of Mirror Shares in a foreign (U.S.) company treated for me personally?
• Does the defined starting valuation for Resonote BioTech™ Incorporated have any immediate tax implications?
• How should I track my cost base in the Mirror Shares for future disposals?
• Are there any reporting obligations (e.g., foreign shareholdings, controlled foreign company rules, FIF rules, etc.) that apply to me?

5.2 Suggested questions for your legal adviser

• Do the OBIL and OptiRTP shareholder resolutions accurately reflect my understanding of the Mirror plan?
• Are there any rights (e.g., pre-emptive rights, drag/tag clauses, or vetoes) I should pay particular attention to?
• How do my rights in Resonote BioTech™ Incorporated compare to my rights as a shareholder in OptiRTP or OBIL?
• Are there any transfer restrictions or lock-ups that affect my ability to sell or transfer Mirror Shares?

5.3 Documentation to share with advisers

• Mirror Shares – Shareholder Overview (PDF / deck).
• Mirror Shares – Complete FAQ and Worked Examples.
• OBIL Board Resolution and OBIL Shareholder Written Resolution.
• OptiRTP Shareholder Written Resolution.
• Any summary of the starting valuation and cap table for Resonote BioTech™ Incorporated provided to shareholders.

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6. Where the authoritative legal terms live

This article is deliberately written in plain language. It is not the legal or tax authority on the Mirror structure. The authoritative sources are:

• Company constitutions and shareholder agreements for OptiRTP Limited and OBIL – these define your baseline rights as a shareholder today.
• Resonote BioTech™ Incorporated constitutional documents – U.S. charter, bylaws, and any shareholder agreements governing the U.S. company.
• OBIL Board Resolution – Mirror Shares – Board approval of the Mirror plan and associated agreements.
• OBIL Shareholder Written Resolution – OBIL shareholder approval authorising support for the Mirror plan and pass-through.
• OptiRTP Shareholder Written Resolution – OptiRTP shareholder approval for the Mirror structure, Mirror Share issuance, and exclusive licence.
• Exclusive Licence and governance alignment agreements – legal documents implementing the IP and governance framework between OptiRTP and Resonote BioTech™ Incorporated.

If there is any inconsistency between this article and the formal legal documents, the legal documents will prevail. This article is designed to help you navigate and understand the concepts so you can have informed discussions with your advisers.

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