23:33:23 EDT Tue 14 Apr 2026
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Opensesame signs definitive agreement to acquire Vector

2026-04-14 19:59 ET - News Release

Subject: OpenSesame Acquisition Corp. - TSXV: OPEN.P - News Release For Dissemination PDF Document

File: Attachment Opensesame News Release re Acquisition Agreement and Filing of Filing Statement.pdf

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE

A VIOLATION OF U.S. SECURITIES LAWS

OPENSESAME ANNOUNCES ENTERING INTO OF ACQUISITION AGREEMENT AND FILING OF FILING STATEMENT FOR QUALIFYING TRANSACTION

April 14, 2026 TSXV OPEN.P

OpenSesame Acquisition Corp. (the "Company") [TSXV: OPEN.P] is pleased to provide an update on its proposed business combination (the "Transaction") with Vector Science and Therapeutics Inc. ("Vector") which is intended to be the Company's qualifying transaction (as such term is defined in Policy 2.4 Capital Pool Companies ("Policy 2.4") of the TSX Venture Exchange (the "TSXV") Corporate Finance Manual.

In connection with the Transaction, the Company, Vector, and OpenSesame US Corp., a wholly-owned subsidiary of the Company ("Open US") have entered into a definitive acquisition agreement (the "Acquisition Agreement") in respect of the Transaction. In connection with the Transaction, the Company and Vector have received conditional acceptance of the TSXV for the closing of the Transaction and publicly filed a filing statement dated April 14, 2026 (the "Filing Statement"), prepared in accordance with the requirements of the TSXV.

The Filing Statement is available under the Company's profile at www.sedarplus.ca.

As previously announced on October 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 the Acquisition Agreement, 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 (each, a "Vector Share"), outstanding share purchase warrants to acquire 5,971,973 Vector Shares ("Vector Warrants") and outstanding options to acquire 500,000 Vector Shares ("Vector Options") from the securityholders of Vector in exchange for the issuance of common shares of the Company (each, a "Company Share"), warrants to acquire Company Shares ("Company Warrants") and options to acquire Company Shares ("Company Options"). To effect the proposed Transaction, it is intended that Open US will merge with and into Vector, with Vector being the surviving entity and becoming a wholly-owned subsidiary of the Company (the "Merger"). As part of the merger, the holders of Vector Shares, Vector Warrants and Vector Options will exchange their securities for Company Shares, Company Warrants and Company Options on the basis of 10 Company Shares, Company Warrants and Company Options for each 1 Vector Share, Vector Warrant and Vector Option, as applicable.

In connection with the Transaction, as previously announced on March 17, 2026, in connection with the Transaction, Open US is conducting an offering of subscription receipts at a price of $0.10 per subscription receipt, for minimum aggregate proceeds of $2-million and maximum aggregate proceeds of $3-million.

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.

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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.

It is anticipated that the common shares of the Resulting Issuer will trade on the TSXV under the ticker symbol "PAIN" shortly following the closing of the Qualifying Transaction.

For further information regarding the Transaction, please see the Filing Statement, which is available under the Company's profile at www.sedarplus.ca.

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 TSXV Matters

Completion of the Transaction is subject to a number of conditions, including, but not limited to, 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 subscription receipt offering as previously announced on March 17, 2026 (the "Offering"), and acceptance and receipt of all applicable regulatory, corporate and shareholder approvals, including the approval of the TSXV. 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, 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.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Offering or the proposed Transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

All information provided in this press release relating to Vector has been provided by management of Vector and has not been independently verified by management of the Company.

FOR FURTHER INFORMATION PLEASE CONTACT: Scott Kelly, CEO, CFO and Corporate Secretary OpenSesame Acquisition Corp. (T) 604-671-0918 E-mail: scottkelly.ca@gmail.com

Cautionary Note Regarding Forward-Looking Information

This press release contains statements that constitute "forward-looking information" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses

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predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements contained in this press release include, without limitation, statements regarding: the completion of the Merger, the Offering and the Transaction, the change of the Company's name and the anticipated ticker symbol of the Resulting Issuer. In making the forward- looking statements contained in this press release, the Company has made certain assumptions, including that: due diligence will be satisfactory; the parties will satisfy all applicable filing and listing requirements pursuant to Policy 2.4; the closing of the Offering; and all applicable shareholder and regulatory approvals related to the Transaction will be received. Although the Company believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurance that the expectations of any forward- looking statements will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: results of due diligence; availability of financing; delay or failure to receive board, shareholder or regulatory approvals; and general business, economic, competitive, political and social uncertainties and economic risks associated with domestic and international market conditions. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.

UNITED STATES ADVISORY. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), have been offered and sold outside the United States to eligible investors pursuant to Regulation S promulgated under the U.S. Securities Act, and may not be offered, sold, or resold in the United States or to, or for the account of or benefit of, a U.S. Person (as such term is defined in Regulation S under the United States Securities Act) unless the securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. Hedging transactions involving the securities must not be conducted unless in accordance with the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in the state in the United States in which such offer, solicitation or sale would be unlawful.

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