Mr. Eric Offenberger reports

VEXT ANNOUNCES EXCHANGE OF $4.6 MILLION DEBT FOR COMMON SHARES

Vext Science Inc. has entered into definitive agreements with the holders of the company's existing 11.25 per cent secured non-convertible debentures, pursuant to which the debentureholders will convert all of the outstanding $4.6-million principal amount of debentures, together with accrued and unpaid interest up to Dec., 31, 2023, and a 2.5-per-cent conversion incentive fee, for an aggregate of 27,700,625 common shares of the company (the conversion transaction). Unless otherwise noted, all currency references used in this news release are in United States currency.

Terms of conversion transaction

Pursuant to the conversion agreements, the company will issue to the debentureholders and aggregate of 27,700,625 common shares in satisfaction of the outstanding $4.6-million principal amount of debentures, together with accrued and unpaid interest up to Dec. 31, 2023, and the conversion fee, at a deemed price of 17.5 cents per share.

Closing of the conversion transaction remains subject to customary conditions precedent, including regulatory approval, and is expected to occur as soon as practicable. Upon closing of the conversion transaction, all existing security held by the debentureholders will be release and discharged.

Sopica Special Opportunities Fund Ltd. (SSOFL), an insider shareholder of the company, is a debentureholder and is expected to acquire common shares pursuant to the conversion transaction. Accordingly, SSOFL's 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, SSOFL exceeds 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 of the conversion transaction as the structure of the transaction had not been confirmed at that time.

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 is 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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