Mr. Eric Offenberger reports

VEXT ANNOUNCES TRANSITION OF JASON THAI NGUYEN OUT OF EXECUTIVE ROLE

Jason Thai Nguyen has transitioned out of his executive positions with Vext Science Inc., including resigning from all positions with the company's subsidiaries and affiliates. Mr. Nguyen will continue to serve the company through his position as a director of the company and chairman of the board of directors.

Eric Offenberger, chief executive officer of Vext Science, commented: "From the time I joined Vext and over the past nearly four years I have served as the company's CEO, Thai has been an enthusiastic and visionary presence. With our evolution into a profitable multistate operator with a focus on day-to-day execution and efficiency, it was time to make this transition. Thai will continue to bring a valuable perspective as a member of the company's board of directors. I look forward to continuing to work hand in hand with him and the other members of the board of directors to fully realize the value of the platform we are building for the benefit of all shareholders."

Jason Thai Nguyen, board member of Vext Science, commented: "Eric has a proven background of leading successful operations across multiple sectors and has built substantial embedded value at Vext over the past four years, which I am confident will be realized once market conditions improve. The company is in very strong hands, specifically as it looks to leverage its leading position in the Ohio market this year into profitable growth. I intend to remain a large shareholder and look forward to continuing to serve on the company's board of directors as Vext continues to follow a path toward significant value creation."

Settlement agreement

Pursuant to Mr. Nguyen's employment agreement, Mr. Nguyen was entitled to a receive an immediate cash severance payment equal to $940,000; however, the company entered into a settlement agreement and general release with Mr. Nguyen, which provides for, among other things: (a) the payment of the $940,000 cash severance amount over an extended period of 24 months; and (b) the set-off of annual director fees payable to Mr. Nguyen (in the amount of $135,000) against interest owed by Mr. Nguyen pursuant to the promissory note (as defined below).

Shareholder agreement

Effective Oct. 10, 2023, the company entered into a shareholder agreement with certain management shareholders and certain other shareholders of the company. Mr. Nguyen and his holding company (EFC Consultants LLC) are parties to the shareholder agreement and will continue to be bound by the shareholder agreement. Pursuant to the shareholder agreement, the subject shareholders agreed to a number of rights and restrictions applicable to the company and the subject shareholders, including, without limitation, the grant of a right of first refusal to the other subject shareholders for the transfer of any shares of Vext Science held by the subject shareholders. For further details regarding the shareholder agreement, please refer to the company's news release of Oct. 2, 2023, and the full text of the shareholder agreement, which was filed under the company's SEDAR+ profile on Oct. 23, 2023.

Amendment to promissory note

Concurrently with Mr. Nguyen's resignation, the company has amended the terms of the existing promissory note issued by Mr. Nguyen in favour of the company, in the principal amount of $1,328,383, to provide for, among other things, the following: (i) an extension to the maturity date of the promissory note to the earlier of: (x) Dec. 31, 2025; (y) the date in which Mr. Nguyen sells any shares of the company (subject to limited exceptions); and (z) any change of control of the company; (ii) an increased interest rate equal to 11.5 per cent per annum, compounded quarterly; (iii) quarterly scheduled interest payments; (iv) a mandatory prepayment of no less than 50 per cent of the promissory note in the event the volume-weighted average trading price of the common shares of the company reaches a specified threshold, enforceable at the discretion of the company; and (v) the pledge by Mr. Nguyen of all shares of the company legally or beneficially owned by Mr. Nguyen as security for the obligations of Mr. Nguyen under the promissory note.

Mr. Nguyen is an insider of the company, and the amendments to the promissory note constitute 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 the promissory note, nor the fair market value of any related consideration 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 amendments to the promissory note as final details of such amendments had not been confirmed at that time.

Unless otherwise noted, all currency reference used in this news release are in U.S. currency.

About Vext Science Inc.

Vext Science is a United States-based cannabis operator with vertical operations in Arizona and Ohio. Vext Science's expertise spans from cultivation through to retail operations in its key markets. Based out of Arizona, Vext Science owns and operates state-of-the-art cultivation facilities and 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 Science's in-house, high-quality flower and distributed across Arizona and Ohio, as well as through Vext Science's partnerships in other states. Vext Science'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 expanding 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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