Mr. Bill Jackson reports

VECTOR SCIENCE AND THERAPEUTICS ANNOUNCES LISTING ON THE TSX VENTURE EXCHANGE

Vector Science and Therapeutics Corp. (formerly Opensesame Acquisition Corp.) has completed its previously announced qualifying transaction under Policy 2.4 (Capital Pool Companies) of the TSX Venture Exchange. Trading of the shares of the company is expected to resume on the TSX-V on or about April 28, 2026, under the ticker symbol PAIN, under the new Cusip 92244M104/ISIN CA92244M1041 subject to the issuance by the TSX-V of its final bulletin in respect of the qualifying transaction.

The TSX-V listing marks a significant milestone in Vector's strategic development, providing Vector with access to the Canadian public capital markets to finance the advancement of the commercialization of its biomechanical and transdermal drug delivery platforms.

With the listing, Vector will have 153,259,380 resulting issuer shares (as defined below) issued and outstanding, representing a market capitalization of approximately $15.3-million.

Bill Jackson, chief executive officer, said: "We are building a company as rigorous in its science as in its commercial execution -- with a leadership team that brings deep expertise in biomechanical device development, drug delivery and commercialization. Public market access will assist in accelerating our mission of being a defining force in the development of innovative solutions that advance patient care and medical practice."

Qualifying transaction

The qualifying transaction was completed by way of a three-cornered merger among the company, Vector Science and Therapeutics Inc. (the target), and a wholly owned subsidiary of the company (Subco). Pursuant to the merger, Subco merged with and into the target, the separate corporate existence of Subco ceased, and the surviving corporation continued its existence under Delaware general corporate law as a wholly owned subsidiary of the company as VST Operating Corp., with the former shareholders of the target receiving 10 common shares of the company for each one Class A common stock of the target held immediately prior to the effective time of the merger. In connection with the completion of the qualifying transaction, all outstanding convertible securities of the target were also replaced with equivalent convertible securities of the company entitling the holders thereof to acquire resulting issuer shares in lieu of target shares in accordance with the exchange ratio. In connection with the qualifying transaction, the company issued an aggregate of 147,759,380 resulting issuer shares, such that the qualifying transaction resulted in an arm's-length reverse takeover of the company by the shareholders of the target. After giving effect to the qualifying transaction, there are an aggregate of 153,259,380 resulting issuer shares issued and outstanding (on a non-diluted basis). Following the completion of the qualifying transaction, the business of the company will be the business of the target.

Further details of the qualifying transaction are contained in the news releases of the company, dated Oct. 6, 2025, and April 14, 2026, as well as the filing statement of the company dated April 14, 2026, prepared in accordance with the requirements of the TSX-V. The filing statement is available under Vector's issuer profile on SEDAR+.

Name change

Prior to the closing of the qualifying transaction, on April 23, 2026, the company effected a change of the company's corporate name to Vector Science and Therapeutics Corp.

Directors and executive officers

Following the completion of the qualifying transaction, the directors and officers of the company are as follows.

                                   
Name                         Title                                          
                                         
William Jackson              Director, president and chief executive officer
Tommy Thompson               Lead independent director                      
Barry Hix                    Chief commercial officer and director          
Scott Kelly                  Director                                       
Dr. Alexander Dobranowski    Director                                       
Tom Bachinski                Chief technology officer                       
Dr. W. Bradley Worthington   Chief medical officer                          
Stephen Gledhill             Chief financial officer and corporate secretary

Please refer to the filing statement for additional information on, and the biographies of, each of the foregoing individuals.

Change of auditor

As disclosed in the filing statement, the company has approved the transition from Davidson & Company LLP as the former auditor of the company to McGovern Hurley LLP as the company's new auditor following completion of the qualifying transaction, to hold office until the next annual general meeting of shareholders or until a successor is appointed.

Escrow agreement

In connection with the qualifying transaction, an aggregate of 60.35 million resulting issuer shares and 350,000 common share purchase warrants of the company were deposited in escrow pursuant to a Tier 2 value security escrow agreement in accordance with the policies of the TSX-V. Please refer to the filing statement for additional information on the escrowed securities. Additionally, 2.5 million resulting issuer shares and 350,000 options to purchase resulting issuer shares are the TSX-V regime for capital pool companies.

Concurrent financing

In connection with the qualifying transaction, Subco closed a non-brokered financing of subscription receipts of Subco on April 23, 2026, issuing an aggregate of 23,105,000 subscription receipts at a price of 10 cents per subscription receipt for aggregate gross proceeds of $2,310,500. In accordance with the terms of the escrow agreement governing the subscription receipts, each subscription receipt was automatically converted into: (a) one share of common stock of Subco; and (b) one warrant to purchase a Subco share, with each Subco share and Subco warrant then being forthwith exchanged for one resulting issuer share and one warrant to purchase resulting issuer shares at an exercise price of 25 cents per share until June 27, 2028, as applicable, pursuant to the terms of the merger.

In connection with the concurrent financing, Subco paid to certain finders an aggregate cash fee of $85,240 and issued an aggregate of 852,400 Subco warrants (which for certainty after giving effect to the qualifying transaction will ultimately entitle the holder thereof to acquire one resulting issuer share at an exercise price of 25 cents per share until June 27, 2028).

Please refer to the filing statement and the news release of the company dated March 17, 2026, for additional information on the concurrent financing.

Under the concurrent financing, insiders of the company subscribed for an aggregate of 700,000 subscription receipts. Each subscription under the concurrent offering by an insider is considered to be a related-party transaction of the company for purposes of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). In completing the concurrent financing, the company is relying upon exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The company is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(b) of MI 61-101 as no securities of the company are listed or quoted for trading on prescribed stock exchanges. Additionally, the company is exempt from minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25 per cent of the company's market capitalization. The company did not file a material change report 21 days prior to the expected closing date of the concurrent financing as the details of the insider's participation in the concurrent financing had not been finalized at the time.

About Vector Science and Therapeutics Corp.

Vector, headquartered in Mequon, Wis., develops novel biomechanical devices and active localized drug delivery platforms to equip clinicians with site-directed interventions where precision matters and systemic risks are unacceptable.

We seek Safe Harbor.