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Tartisan Resources Corp. to Acquire Canadian Arrow Mines Limited


  • Tartisan will acquire all of the issued and outstanding common shares of Canadian Arrow Mines Limited by way of a court-approved plan of arrangement
  • Tartisan would issue to Canadian Arrow Mines Limited shareholders one common share of Tartisan for every 17.5 common shares of Canadian Arrow, resulting in the issuance of approximately 8,000,000 common shares of Tartisan


Tartisan logo copy

Hub On AGORACOM / Read Release

Message: I'm Confused By The Proposed Royalty Arrangement

I'm confused!

I think we need to hear from management about the change in the royalties calculation, as the information I have so far has only confused me on what they are proposing here and why and how.

Here's my understanding of what has transpired over time. I'm not claiming the following as gospel - only as my recollections and so I heartily (excuse the pun) ask for corrections to this where needed to correct my assumptions.

1. Zenith was formed. I think that was June of 2013.

2. RVX had "in it" the formulas that raised APOA1 by a certain fixed amount. Zenith got everything else. Shareholders at date of formation were equivalent. All RVX shareholders as of that date got 1 share of Zenith for each share of RVX.

3. At that time, Zenith got a royalty (based upon a sliding percentage) of license revenue generated by RVX for the formulas RVX held.

4. Later on at some point that is unclear to me, some of the Zenith formulas ended up in RVX. I'm totally confused as to how and why this happened - I'm not sure if it was fully explained by the company somewhere. But my (murky) understanding is that RVX ended up having additional formulas "in it" that apparently don't raise APOA1 by that specified amount. Formulas that came from Zenith. I think there may have been a payment to Zenith for the transfer of these formulas, but I am very unclear about that.

5. Seems to me that as of that time the new formulas were transfered back to RVX, not all RVX formulas were subjected to the Zenith royalty arrangement. Thus, some shares would have involved the paying of a royalty and some would not involve it. The ones transfered back were not subject to the royalty arrangement, if I guess correctly.

6. Now (with this new proposed arrangement if approved), the idea is that all RVX formulas would pay the royalty to Zenith on license revenue. That's great for Zenith shareholders I think. But what about RVX shareholders? What do they get in return for this new obligation? That's one issue I have with this at first glance. Do RVX shareholders get anything in return for this??? Why would RVX shareholders be asked to approve this new obligation without getting anything back from Zenith?

7. Zenith shareholders seem to benefit. That's great since I'm a Zenith shareholder. But what about everyone else? And since I bought RVX shares after the Zenith split-off, I have fewer Zenith shares than RVX shares. Thus, I don't benefit with respect to RVX shares purchased after the split off. Thus, it appears to be uneven. And... Dart (or any other people who bought into Zenith directly via private placements after the split off, would benefit fully as to those shares they bought in Zenith. They get the benefit of royalties without any apperent transfer back to RVX shareholders for giving this piece up in the proposed arrangement. I don't understand how this could happen fairly.

Seems to me if I am correct in the above description, the benefits of this new proposed arrangement are uneven to say the least. I don't see how this can happen without some sort of counter-balancing rules here. Maybe I have missed something.

I can't help to hope that I have something stated incorrectly above or there is other information not known at this time. Thus, I welcome corrections to the above points. And I think management should give us more of an explaination.

These are my first impressions of the arrangement.... please someone help me to understand better!


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