Stockwatch

Vext Science Inc
Symbol	VEXT
Shares Issued	82,523,478
Close 2023-10-12	C$ 0.26
Market Cap	C$ 21,456,104
Recent Sedar Documents

Vext Science investor Sopica's holdings up to 40.7%

2023-10-12 18:27 ET - News Release

Subject: Vext Science, Inc. Re: news release for dissemination PDF Document File: Attachment Early Warning Press Release (October 2023)_(final).pdf EARLY WARNING NEWS RELEASE Sopica Special Opportunities Fund Limited's Holdings in VEXT Science, Inc. October 12, 2023 (Vancouver, BC) Sopica Special Opportunities Fund Limited ("SSOF") and the Joint Actor (as defined below) announces that they have filed an early warning report regarding their updated securityholdings of securities of Vext Science, Inc. (the "Issuer"). The Issuer's head office is located at 4152 N. 39th Avenue Phoenix, Arizona, USA 85019. SSOF exists under the laws of the British Virgin Islands and is managed by Tobishi Management Pte. Ltd. ("Tobishi" and together with SSOF, the "Acquirors"), 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 (the "Joint Actor"). On October 12, 2023, SSOF acquired 41,176,470 common shares of the Issuer (the "Purchased Shares"). The Purchased Shares were purchased in connection with a private placement (the "Private Placement") of 67,647,058 common shares of the Issuer (the "Subordinate Voting Shares") at a price of US$0.17 per Share for aggregate consideration of US$11,500,000. As set out in the Acquirors' early warning report dated October 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 ("Warrants") and 112,486 Class A common shares ("Multiple Voting Shares"), representing approximately 26.79% of the issued and outstanding Subordinate Voting Shares (on a partially diluted basis, or approximately 17.05% 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% of the issued and outstanding Subordinate Voting Shares as at October 12, 2023 (on a partially diluted basis, or approximately 30.42% 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 LEGAL_42411553.3 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 (the "Early Warning Report"). A copy of the Early Warning Report to which this news release relates can be obtained on the SEDAR+ profile of the Issuer at www.sedarplus.ca or by contacting Lavrentiev Viacheslav, Tobishi Management, 9 Straits View #06-07, Marina One West Tower, Singapore, 018937, contactus@tobishi.sg. LEGAL_42411553.3