13:43:48 EDT Sat 18 May 2024
Enter Symbol
or Name
USA
CA



Vext Science Inc
Symbol VEXT
Shares Issued 150,187,498
Close 2024-03-06 C$ 0.26
Market Cap C$ 39,048,749
Recent Sedar Documents

Vext investor Sopica acquires 24.08 million shares

2024-03-06 18:17 ET - News Release

An anonymous representative of Sopica reports

EARLY WARNING NEWS RELEASE: SOPICA SPECIAL OPPORTUNITIES FUND LIMITED'S HOLDINGS IN VEXT SCIENCE, INC.

Sopica Special Opportunities Fund Ltd. and the joint actor (as defined below) have filed an early warning report regarding their updated securityholdings of securities of Vext Science Inc.

SSOF exists under the laws of the British Virgin Islands and is managed by Tobishi Management Pte. Ltd., an investment management company 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 March 6, 2024, SSOF acquired 24,087,500 common shares of the company (subordinate voting shares) from the company in connection with the closing of a debenture conversion transaction completed pursuant to a debenture conversion agreement between the company and SSOF. Pursuant to the debenture conversion agreement, the company and SSOF converted the outstanding principal amount of 11.25 per cent subordinated non-convertible debentures issued by the company and held by SSOF, being $4-million (U.S.), together with all accrued and unpaid interest up to and including Dec. 31, 2023, and a 2.5-per-cent conversion incentive fee, into subordinate voting shares at the conversion price of 17.5 U.S. cents per subordinate voting share.

As set out in the acquirors' early warning report dated March 6, 2024, immediately prior to the transaction, the acquirors beneficially owned or otherwise exercised control or direction over 51,903,319 subordinate voting shares, 318,182 warrants to purchase subordinate voting shares and 112,486 Class A common shares (multiple voting shares), representing approximately 39 per cent of the issued and outstanding subordinate voting shares (on a partially diluted basis, or approximately 29 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 in accordance with the articles of the company.

As a result of the transaction, the acquirors beneficially own or otherwise exercise control or direction over 75,990,819 subordinate voting shares, 318,182 warrants and 112,486 multiple voting shares, representing approximately 46 per cent of the issued and outstanding subordinate voting shares as at March 6, 2024 (on a partially diluted basis, or approximately 36 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 their 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.

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 require 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, or at contactus@tobishi.sg.

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