An anonymous director reports

OPENSESAME PROVIDES UPDATE ON THE TERMS OF THE SUBSCRIPTION RECEIPT OFFERING

Opensesame Acquisition Corp. has provided an update on its proposed business combination with Vector Science and Therapeutics Inc., which is intended to be the company's qualifying transaction (as such term is defined in Policy 2.4 Capital Pool Companies of the TSX Venture Exchange Corporate Finance Manual).

In connection with the transaction, Opensesame U.S. Corp., a wholly owned subsidiary of the company, is conducting an offering of subscription receipts at a price of 10 cents per subscription receipt, for minimum aggregate proceeds of $2-million and maximum aggregate proceeds of $3-million.

As previously announced on Oct. 6, 2025, pursuant to the terms of the transaction, the company will acquire all of the issued and outstanding securities of Vector, which will constitute an arm's-length reverse takeover transaction of the company.

Details of the transaction

Pursuant to an acquisition agreement to be entered among the company, Vector and Open U.S., the company will acquire all of the currently 11,585,538 issued and outstanding shares of Class A common stock in the capital of Vector and outstanding share purchase warrants to acquire 5,971,973 Vector shares from the shareholders of Vector in exchange for the issuance of common shares of the company and warrants to acquire company shares. To effect the proposed transaction, it is intended that Open U.S. will merge with and into Vector, with Vector being the surviving entity and becoming a wholly owned subsidiary of the company. As part of the merger, the holders of Vector shares will exchange their Vector shares and Vector warrants for company shares and company warrants on the basis of 10 company shares and warrants for each one Vector share and warrant. Following the completion of the transaction, it is intended that Vector (after giving effect to the merger) will become a wholly owned subsidiary of the company and the company will continue the business of Vector.

As part of the transaction, the company intends to change its name to Vector Science and Therapeutics Corp., or such other name as determined by Vector and acceptable to applicable regulators. As used herein, resulting issuer refers to the company following the completion of the transaction.

Details of the offering

The gross proceeds from the offering will be held in escrow pending, among other things, receipt of the approval from the TSX-V for the listing of the common shares of the resulting issuer (contemplated by this offering) on the TSX-V. Farris LLP will act as escrow agent in connection with the offering. Upon satisfaction of certain escrow release conditions set out in the subscription agreement for the offering on or before June 30, 2026 (as such deadline may be extended in accordance with the terms and conditions of a subscription receipt escrow agreement to be entered into between Open U.S. and Farris LLP), each subscription receipt will automatically convert into a unit of Open U.S. on a 1:1 basis and the proceeds from the offering will be released from escrow to Open U.S. Each unit will consist of one common share of Open U.S. and one common share purchase warrant, with each warrant exercisable into one additional Open U.S. share until June 27, 2028, at a price of 25 cents per warrant share.

The subscription receipts will be subject to a statutory indefinite hold period in Canada. The securities of the resulting issuer issued upon exchange of the Open U.S. shares and the warrants will not be subject to any statutory hold or restricted period.

Subject to applicable securities laws and TSX-V approval, the company may pay a finder's fee or commission, which may include cash and/or warrants to certain persons, subject to securities laws and exchange approval. For certainty, no finder's fee will be payable in respect of subscription receipts sold pursuant to Section 4(a)(2) of the U.S. Securities Act and Rule 506 of Regulation D to a finder who is not registered as a broker-dealer under the United States Securities Exchange Act of 1934, as amended, and applicable state securities laws, or unless such finder is exempt from such registration requirements.

Company shareholder approval

The transaction is not a non-arm's-length qualifying transaction (as defined in the Policy 2.4) and, accordingly, the company is not required to obtain the approval of its shareholders for the transaction.

The merger will require approval of the shareholders of Vector.

Conditions precedent and TSX-V matters

Completion of the transaction is subject to a number of conditions, including, but not limited to, execution of the acquisition agreement, completion by the parties of satisfactory due diligence, satisfaction by the parties of all applicable filing and listing requirements pursuant to Policy 2.4, closing of the offering and acceptance and receipt of all applicable regulatory, corporate and shareholder approvals, including the approval of the TSX-V. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be submitted to the TSX-V and filed under the company's profile at SEDAR+ in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

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