Mr. Eric Offenberger reports

VEXT ANNOUNCES CLOSING OF PRIVATE PLACEMENT FINANCING, INCLUDING FULL EXERCISE OF OVERALLOTMENT OPTION

Vext Science Inc. has completed the previously announced non-brokered private placement of $11.5-million through the issuance of 67,647,058 common shares of the company at a price of 17 cents per common share, including the full exercise of a $1.5-million overallotment option as outlined in the company's news release of Oct. 2, 2023. Unless otherwise noted, all currency references used in this news release are in United States currency.

Proceeds from the offering, including the overallotment option, are expected to be used to finance part of the purchase price for the recently announced Ohio expansion transaction and certain other obligations of the company in connection with the Ohio expansion transaction. For further details regarding the Ohio expansion transaction, please refer to the company's news release of Oct. 2, 2023.

The securities issued pursuant to the offering, including the overallotment option, are subject to resale restrictions, including a hold period of four months and one day pursuant to applicable Canadian securities laws and certain securities are subject to further restrictions set forth in the shareholders agreement (as defined herein). In connection with the offering, the company has paid a cash finder's fee to certain registered dealers consisting of approximately $3,285.

In connection with the offering, the company entered into a shareholders agreement with certain management shareholders and other subscribers under the offering, pursuant to which the company and the subject shareholders agreed to a number of rights and restrictions applicable to the company and the subject shareholders. For further details regarding the shareholders agreement, please refer to the company's news release of Oct. 2, 2023, and the full text of the shareholders agreement, which will be filed under the company's SEDAR+ profile. Execution of the shareholders agreement constitutes applicable shareholder approval in respect of the offering and the shareholders agreement for the purposes of the requirements of the Canadian Securities Exchange, as, immediately prior to the offering and the execution of the shareholders agreement, the subject shareholders held greater than 50 per cent of the outstanding votes associated with shares of the company.

Mark Opzoomer, a director of the company, Trevor Smith, chief financial officer of the company, and Sopica Special Opportunities Fund Ltd., an insider shareholder of the company (collectively, the participating insiders), collectively purchased 42,798,529 shares under the offering. The participating insiders' participation constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Securityholders in Special Transactions. Such transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of any securities issued to, nor the consideration paid by, such persons exceeds 25 per cent of the company's market capitalization. The participants in the offering and the extent of their participation were not finalized until shortly prior to the completion of the offering. Accordingly, it was not possible to publicly disclose details of the nature and extent of the related party participation in the offering pursuant to a material change report filed at least 21 days prior to completion of the offering.

Advisers

McMillan LLP acted as legal counsel to Vext and LodeRock Advisors provided capital markets communication services to Vext.

About Vext Science Inc.

Vext Science is a United States-based cannabis operator with vertical operations in Arizona and Ohio. Vext's expertise spans from cultivation through to retail operations in its key markets. Based out of Arizona, Vext owns and operates state-of-the-art cultivation facilities, fully built-out manufacturing facilities, as well as dispensaries in both Arizona and Ohio. The company manufactures Vapen, one of the leading tetrahydrocannabinol concentrates, edibles and distillate cartridge brands in Arizona. Its selection of award-winning products are created with Vext's in-house, high-quality flower and distributed across Arizona and Ohio, as well as through Vext's partnerships in other states. Vext's leadership team brings a proven record of building and operating profitable multistate operations, with the company having operated profitably since 2016. The company's primary focus is to continue growing in its core states of Arizona and Ohio, bringing together cutting-edge science, manufacturing and marketing to provide a reliable and valuable customer experience while generating shareholder value.

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