Mr. Eric Offenberger reports

VEXT AGREES TO ENTER INTO DEFINITIVE AGREEMENTS TO ACQUIRE TWO ADDITIONAL RETAIL LOCATIONS IN OHIO

Vext Science Inc. has reached agreement, pending a regulatory review period, on an asset purchase agreement, together with other definitive agreements, with Big Perm's Dispensary Ohio LLC and the members thereof to acquire two cannabis dispensaries located in Ohio owned by Big Perm as well as all licences and assets related to the business of the dispensaries for aggregate consideration of approximately $9.4-million, subject to adjustment in certain circumstances. The company currently expects that closing of the Ohio expansion transaction will occur in 2024. Unless otherwise noted, all currency references used in this news release are in U.S. currency.

Terms of the Ohio expansion transaction

Under the terms of the definitive agreements, in consideration for the acquired assets, Vext will pay cash consideration equal to $9.4-million, subject to adjustments in certain circumstances, including, but not limited to, amounts financed, or liabilities assumed, by Vext pursuant to the loan (as defined as follows) or for construction costs and inventory adjustments.

Subject to regulatory approval by the Ohio Board of Pharmacy (BOP), Vext will finance approximately $3.4-million of construction costs related to the dispensaries, which are payable upon closing of the Ohio expansion transaction. In addition, Vext will provide (after regulatory approval) certain administrative, operational and support services to Big Perm, in compliance with the State of Ohio rules and regulations with respect to medical marijuana, and has agreed to lend up to $3-million to Big Perm for capital expenditures and working capital needs associated with the dispensaries.

The Ohio expansion transaction remains subject to regulatory approvals and other customary conditions precedent.

The company is at arm's length from Big Perm and each of the members.

For further details about the terms of the Ohio expansion transaction, see the company's news release dated Oct. 2, 2023, and the full text of the asset purchase agreement, which will be filed under the company's SEDAR+ profile.

About the Ohio market

The Ohio medical cannabis market continues to grow with a 15-per-cent increase in number of patients and 82-per-cent increase in number of operating dispensaries over the past 12 months.

About Vext Science Inc.

Vext Science is a U.S.-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 THC (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.

Vext Science is listed on the Canadian Securities Exchange under the symbol VEXT and trades on the OTCQX market under the symbol VEXTF.

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