ZCC AGM Vote Sept 28 2023

I urge every shareholder to vote well in advance of the Oct 26th AGM, even if you hold only 100 shares. Please make your opinions known. This is your (our) one chance each year to voice our opinions.

The ZCC AGM is Oct 26th. Don’t let your feelings go unheard.

We can have an impact. For example, at RVX we’ve moved the “withhold” vote level for the CoB (Don) from 1.59% in 2021 to 8.59% in 2023. A level of 10% is considered a sign of very serious dissatisfaction with a BoD member in the USA.

While it is true that votes always favour the current BoD and dominant shareholders it is still important to express your opinion. This is the one chance each year we have to let management know what we think about the leadership and progress of the company.

With 57.4% of shares being widely held it should be easy to express our opinions be they “for” or “withhold”. If Eastern abstains, as they did for the past 2 years at RVX, then our votes will have that much of a bigger impact.

Remember, not voting is an expression in favour of management.

Zenith was spun out of RVX in the spring of 2013 (10 long years ago). ZCC is a public reporting company that is only traded on the OTC markets. It’s shares are not listed on any major exchange and trade at prices between $0.00 and $0.20 OTC.

So please review the documentation sent to you in Management Information Circular, think about the past year and past 10 years and decide if this Board of Directors has acted in shareholder’s interest from your perspective to create shareholder value.

Has this board…

1. appointed a CEO that acts in shareholders best interests?
2. appointed a CEO with extensive knowledge in biotech with proven skills and experience in networking and financing?
3. appointed a CEO that effectively communicates with and respects shareholders?
4. appointed a CEO that has delivered shareholder value?

Is the current CEO of ZCC respected and held in high regard by his biotech peers in oncology?

Is the Board of Directors large enough to provide the depth of experience, connections and credibility for an epigenetic biotech with this huge potential in oncology?

Has the BoD acted in shareholder interests for the past 10 years. What evidence do you have that the BoD has acted to protect and grow your investment?

Has the BoD insured that it has put in place a CEO with the best skill set to carry ZCC to the point of maximizing shareholder value? How has this been demonstrated in the past year?

Does the CEO possess the requisite biotech financing depth of experience to carry ZCC through to an NDA?

My votes were as follows;

1. Donald McCaffery – “withhold” – lacks the requisite depth of biotech financing experience. Does not provide open and honest communications. Has not created shareholder value.
2. Kelly McNeil - “withhold” - I have not seen evidence of his effectiveness.
3. Dr Norman Wong - “for” - provides scientific credibility and integrity to the BoD.
4. Ken Zuerblis - “withhold” - I have not seen evidence of his effectiveness.
5. Dr Bradley Thompson - “withhold” - I have not seen evidence of his effectiveness.

Overall my opinion of this Board of Directors is that it has failed to represent shareholders because this board has not provided ZCC with a CEO that has the competence to build shareholder value after 10 years.

Some Further Background

1. The vast majority for ZE/ZCC was raised from 2013 to 2018.
2. In 2023 $1,587,506 was raised using promissory notes with warrants expiring in 2028. Is this a sign that interest is drying up?
3. ZE has a large number of trials in progress over multiple indications in cancer.
4. All trials are in very early stages of research - phase 1 or phase 2.
5. There are multiple trial partners from big pharmas…great news and congrats to the ZE team for these achievements.
6. The NIC and NIH are involved in the trials – fantastic.
7. Sloan Kettering, UCLA (of SC) and other institutions are involved – fantastic.
8. The trials seem to be small in sample size. Is this because of scientific plans or limited funding?

Who Works at Zenith Epigenetics?

This is a grid I assembled a few years ago. Various people have left ZE since.

Many of the functions between RVX and ZCC are shared. This is an old table. The one notable difference between the two companies is the Chief Business Officer – Dr Sanjay Lakhotia.

Compensation

I’ll focus here on Don, the CEO.

• Salary -                          $135,340
• Director fee -                    $35,000
• Chairman of the Board -  $15,000

Total -                                        $185,340

It doesn’t stop there. From June of 2022 to March of 2023 Don was awarded 1,013,900 Restricted Share Units.

• In your opinion, based on shareholder value creation, has Don earned any of this money?

Now for the guy who I believe is creating business value (not yet realized for shareholders) – Dr Sanjay Lakhotia.

• Salary - $433,047
• From June of 2022 to March of 2023 Dr Lakhotia was awarded 529,100 Restricted Share Units.
• Why is Sanjay only receiving half of the RSUs as Don?

Please determine how satisfied you are with the investment you paid for when the spinout happened. This was your money. Has it been well invested?

Above all, please take the minute or so it takes to fill in the boxes on your form and send it in.

GLTA and enough BS form DM! Change has to happen. This is critically important science that should not be held up by management incompetence.

Toinv