An anonymous director of Sopica reports

EARLY WARNING NEWS RELEASE

Sopica Special Opportunities Fund Ltd. (SSOF) and the joint actor (as defined herein) have filed an early warning report regarding their updated securityholdings of securities of Vext Science Inc. The issuer's head office is located at 4152 N. 39th Ave., Phoenix, Ariz., United States, 85019.

SSOF exists under the laws of the British Virgin Islands and is managed by Tobishi Management Pte. Ltd., an alternative investment fund manager regulated in Singapore. Tobishi does not itself own any securities of the issuer, but has authority to exercise control or direction over securities of the issuer that are held by SSOF and may be considered a joint actor.

On Oct. 12, 2023, SSOF acquired 41,176,470 common shares of the issuer. The purchased shares were purchased in connection with a private placement of 67,647,058 common shares of the issuer at a price of 17 U.S. cents per share for aggregate consideration of $11.5-million (U.S.).

As set out in the acquirors' early warning report dated Oct. 12, 2023, the acquirors beneficially owned, immediately prior to the private placement, 10,726,849 subordinate voting shares, 4,303,182 warrants to purchase subordinate voting shares and 112,486 Class A common shares (multiple voting shares), representing approximately 26.79 per cent of the issued and outstanding subordinate voting shares (on a partially diluted basis, or approximately 17.05 per cent of the issued and outstanding subordinate voting shares after taking into account the conversion of all issued and outstanding multiple voting shares into subordinate voting shares). Each multiple voting share is convertible into 100 subordinate voting shares at the option of the holder.

As a result of the private placement, the acquirors beneficially own or otherwise exercise control or direction over 51,903,319 subordinate voting shares, 4,303,182 warrants and 112,486 multiple voting shares, representing approximately 40.70 per cent of the issued and outstanding subordinate voting shares as at Oct. 12, 2023 (on a partially diluted basis, or approximately 30.42 per cent of the issued and outstanding subordinate voting shares after taking into account the conversion of all issued and outstanding multiple voting shares into subordinate voting shares).

The acquirors hold the acquired shares for investment purposes and, except as disclosed herein, do not have any current intentions to increase or decrease its beneficial ownership or control or direction over any additional securities of the issuer. The acquirors may, from time to time and depending on market and other conditions, acquire additional subordinate voting shares and/or other equity, debt, or other securities or instruments of the issuer in the open market or otherwise, and reserve the right to dispose of any or all of the securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the securities, the whole depending on market conditions, the business and prospects of the issuer and other relevant factors.

In connection with the private placement, the issuer and SSOF entered into a shareholders agreement (the shareholders agreement) with certain management shareholders and other subscribers under the private placement (together with SSOF, the subject shareholders), pursuant to which the issuer and the subject shareholders agreed to a number of rights and restrictions applicable to the issuer and the subject shareholders, including, without limitation, the following: (i) an agreement to vote their shares of the issuer in favour of the election of the chief executive officer of the issuer and a nominee (the SSOF nominee) of SSOF to the board of directors of the issuer; (ii) the grant of a right of refusal to the other subject shareholders for the transfer of any shares of the issuer held by the subject shareholders; (iii) an agreement, in certain circumstances, to vote their shares of the issuer in favour of any sale of the issuer proposed by SSOF; and (iv) certain matters which must be approved by the board of directors of the issuer (including the SSOF nominee), including, without limitation, (a) a liquidation of the issuer; (b) the issuance of additional securities of the issuer; (c) the incurrence of certain additional debt; (d) certain related party transactions; and (e) amendments to executive compensation arrangements. In connection with the shareholders agreement, it is expected that the SSOF nominee will be appointed to the board of directors of the issuer on, or as soon as practicable after, closing of the private placement.

This press release is issued pursuant to early warning requirements of National Instrument -- 62-104 Take-over Bids and issuer Bids and National Instrument 62-103 -- The Early Warning System and Related Take-over Bid and Insider Reporting issues, which also requires a report to be filed with regulatory authorities in each of the jurisdictions containing additional information with respect to the foregoing matters. A copy of the early warning report to which this news release relates can be obtained on the SEDAR+ profile of the issuer or by contacting Lavrentiev Viacheslav, Tobishi Management, 9 Straits View No. 06-07, Marina One West Tower, Singapore, 018937, contactus@tobishi.sg.