File: Attachment Sopica - Early Warning News Release (Debenture Conversion).pdf

EARLY WARNING NEWS RELEASE

Sopica Special Opportunities Fund Limited's Holdings in Vext Science, Inc.

March 6, 2024 (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 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 (the "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 (the "Transaction") completed pursuant to a debenture conversion agreement between the Company and SSOF (the "Debenture Conversion Agreement"). Pursuant to the Debenture Conversion Agreement, the Company and SSOF converted the outstanding principal amount of 11.25% subordinated non-convertible debentures issued by the Company (the "Debentures") and held by SSOF, being US$4,000,000, together with all accrued and unpaid interest up to and including December 31, 2023 and a 2.5% conversion incentive fee (collectively, the "Total Conversion Amount"), into Subordinate Voting Shares at the conversion price of US$0.175 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 ("Warrants") and 112,486 Class A common shares ("Multiple Voting Shares"), representing approximately 39% of the issued and outstanding Subordinate Voting Shares (on a partially diluted basis, or approximately 29% 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% of the issued and outstanding Subordinate Voting Shares as at March 6, 2024 (on a partially diluted basis, or approximately 36% 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.

LEGAL_42873911.3 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.

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