OPENSESAME ACQUISITION CORP.
(to be renamed Vector Science and Therapeutics Corp.)
FILING STATEMENT

IN RESPECT OF THE QUALIFYING TRANSACTION INVOLVING THE ACQUISITION BY
OPENSESAME ACQUISITION CORP.
OF THE ISSUED AND OUTSTANDING SECURITIES OF
VECTOR SCIENCE AND THERAPEUTICS INC.

Dated as of April 14, 2026

Neither the TSX Venture Exchange Inc. (the "Exchange") nor any securities regulatory authority has in any way passed upon the merits of the Qualifying Transaction described in this Filing Statement

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FORWARD-LOOKING INFORMATION ... iv
SOURCE OF INFORMATION ... iv
MARKET AND INDUSTRY DATA ... v
CURRENCY INFORMATION ... v
DATE OF INFORMATION ... v
GLOSSARY OF TERMS ... 6
SUMMARY OF FILING STATEMENT ... 13
The Companies ... 13
The Transaction ... 14
Interests of Insiders, Promoters or Control Persons ... 18
Arm's Length Transaction ... 19
Available Funds and Principal Purposes ... 20
Selected Pro Forma Consolidated Financial Information ... 21
Exchange Listing and Market Price ... 21
Conflicts of Interest ... 21
Interest of Experts and Others ... 22
Risk Factors ... 22
CONDITIONAL ACCEPTANCE OF THE EXCHANGE ... 22
INFORMATION CONCERNING OSA ... 23
Corporate Structure ... 23
General Development of the Business ... 23
Description of the Qualifying Transaction & Financing ... 24
Selected Financial Information ... 24
Management's Discussion and Analysis ... 24
Description of Securities ... 24
OSA Option Plan ... 26
Prior Sales ... 27
Trading Price and Volume ... 27
Arm's Length Transactions ... 28
Legal Proceedings ... 29
Auditor, Transfer Agent and Registrar ... 29
Material Contracts ... 29
INFORMATION CONCERNING VECTOR ... 30
Corporate Structure ... 30

Description of the Business ... 30
Significant Acquisitions ... 39
Selected Financial Information ... 39
Management's Discussion and Analysis ... 39
Description of Securities ... 39
Consolidated Capitalization ... 40
Stock Option Plan ... 41
Prior Sales ... 41
Trading Price and Volume ... 41
Executive Compensation ... 41
Non-Arm's Length Party Transactions ... 44
Legal Proceedings ... 45
Investor Relations Agreements ... 46
Material Contracts ... 46

THE PROPOSED TRANSACTION ... 47

Details of the Transaction ... 47
Acquisition Agreement ... 47
Offering ... 50
Name Change ... 51
Merger ... 51

INFORMATION CONCERNING THE RESULTING ISSUER ... 53

Name and Incorporation ... 53
Intercorporate Relationships ... 53
Description of the Business ... 53
Description of Securities ... 54
Pro Forma Consolidated Capitalization ... 55
Fully Diluted Share Capital ... 56
Available Funds and Principal Purposes ... 57
Dividends ... 58
Principal Securityholders ... 58
Directors, Officers and Promoters ... 58
Executive Compensation ... 67
Director Compensation ... 68
Indebtedness of Directors and Officers ... 69
Investor Relations Arrangements ... 69
Security Based Compensation ... 69
Escrowed Securities ... 69
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Other Resale Restrictions ... 74
Auditor, Transfer Agent and Registrar ... 75
RISK FACTORS ... 75
Risk Factors Relating to OSA ... 75
Risk Factors Relating to the Resulting Issuer ... 76
GENERAL MATTERS ... 87
Experts ... 87
Other Material Facts ... 87
Board Approval ... 87
CERTIFICATE OF OPENSESAME ACQUISITION CORP. ... 88
CERTIFICATE OF VECTOR SCIENCE AND THERAPEUTICS INC. ... 89
ACKNOWLEDGEMENT ... 90
SCHEDULE “A” ... A-1
SCHEDULE “B” ... B-1
SCHEDULE “C” ... C-1
SCHEDULE “D” ... D-1
SCHEDULE “E” ... E-1
SCHEDULE “F” ... F-1

FORWARD-LOOKING INFORMATION

This Filing Statement contains forward-looking information. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or states that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of OSA, Vector or the Resulting Issuer to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information.

Examples of such forward-looking statements include: (A) the intention to complete the Transaction; (B) the description of the Resulting Issuer that assumes completion of the Transaction; (C) in respect of the Resulting Issuer and Vector, statements pertaining to, without limitation, the funds available to the Resulting Issuer and the principal uses of available funds, statements with respect to the competitive environment applicable to Vector, statements regarding Vector’s business, including its proposed marketing strategy for the VectorMist and BTP products, the implementation timeline of such products, and the intention to file additional patents, the Resulting Issuer’s expectations with respect to future executive compensation, the Resulting Issuer’s adoption of certain corporate governance practices and the composition of committees, the adequacy of Vector’s financial resources and the intention to change the Resulting Issuer’s year end; and (D) in respect of the Newco, statements regarding the intention to complete the Merger and complete the Offering and intended participation in the Offering.

Actual plans, results, developments and achievements of OSA, Vector and the Resulting Issuer are likely to differ, and may differ materially, from those expressed or implied by the forward-looking information contained in this Filing Statement. Such forward-looking information is based on a number of assumptions that may prove to be incorrect, including, but not limited to (a) the ability of OSA to: (i) complete the Transaction; (ii) satisfy conditions precedent under the Acquisition Agreement; and (iii) satisfy the requirements of the Exchange such that it will issue the Final Exchange Bulletin; (b) the ability of Newco to complete the Offering; (c) the economy generally; and (d) in respect of the Resulting Issuer and Vector: (i) no material adverse effects occur that affect the transactions contemplated by the Acquisition Agreement; (ii) there being no significant disruptions affecting operations, whether due to changes in laws, labour disruptions, supply disruptions, damage to equipment or otherwise; (iii) future revenue, operations and financial metrics of the Resulting Issuer will continue to grow in agreement with management’s expectations and the execution of its business strategy; (iv) the Resulting Issuer is able to execute on its business strategy; and (v) general economic and financial market conditions. The factors identified above are not intended to represent a complete list of the factors that could affect OSA, Vector or the Resulting Issuer. Additional factors are noted under the heading “Risk Factors”.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results, performance or achievements may vary materially from those expressed or implied by the forward-looking information contained in this Filing Statement. These factors should be carefully considered and readers are cautioned not to place undue reliance on forward-looking information, which speaks only as of the date of this Filing Statement. All subsequent forward-looking information attributable to OSA, Vector or the Resulting Issuer herein is expressly qualified in its entirety by the cautionary statements contained or referred to herein. OSA, Vector and the Resulting Issuer do not undertake any obligation to revise this forward-looking information to reflect events or circumstances that occur after the date of this Filing Statement or to reflect the occurrence of unanticipated events, except as may be required under applicable Securities Laws.

SOURCE OF INFORMATION

The information contained in this Filing Statement with respect to Vector (and any information with respect to the Resulting Issuer that is dependent upon the information with respect to Vector) has been furnished by Vector. OSA and its directors and officers have relied on the information relating to Vector furnished by Vector, without independent verification, and assume no responsibility for any errors in such information or omissions therefrom. Similarly, Vector nor its directors or officers assume any responsibility for any errors in the information contained herein or omissions therefrom with respect to OSA or any information with respect to the Resulting Issuer or omissions therefrom that is dependent upon information with respect to OSA.

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MARKET AND INDUSTRY DATA

Market and industry data presented in this Filing Statement was obtained from third party sources, industry reports, journals, studies and publications, websites, and other publicly available information, as well as industry and other data prepared by Vector or on Vector’s behalf on the basis of Vector’s knowledge of the health care industry, markets and economies (including Vector’s opinions, estimates and assumptions relating to such industry, markets and economies based on that knowledge). Certain statistical information and market research contained in this Filing Statement are based on surveys or studies conducted by independent third parties. Although Vector believes that the industry, market, and economic data presented throughout this Filing Statement is accurate and, with respect to data prepared by Vector or on Vector’s behalf, that Vector’s opinions, estimates, and assumptions are currently appropriate and reasonable, but there can be no assurance as to the accuracy or completeness thereof. The accuracy and completeness of the industry, market and economic data presented throughout this Filing Statement are not guaranteed. Actual outcomes may vary materially from those forecasted in such reports or publications, and the likelihood for material variation can be expected to increase as the length of the forecast period increases. Although Vector believes it to be reliable, Vector has not independently verified any of the data from third party sources referred to in this Filing Statement, analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying industry, market, economic and other assumptions relied upon by such sources. Industry, market, and economic data is subject to variations and cannot be verified due to limits on the availability and reliability of data inputs, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey.

CURRENCY INFORMATION

Unless otherwise indicated, all currency amounts reflected herein are stated in Canadian dollars and references to “$” or “dollars” are references to Canadian dollars.

DATE OF INFORMATION

Unless otherwise stated, the information contained in this Filing Statement is given as of April 14, 2026.

GLOSSARY OF TERMS

The following is a glossary of certain definitions used in this Filing Statement. Terms and abbreviations used in the financial statements and MD&A of OSA, Vector and the Resulting Issuer in the schedules to this Filing Statement are defined separately and the terms and abbreviations defined below are not used therein, except where otherwise indicated. Words importing the singular, where the context requires, include the plural and vice versa and words importing any gender include all genders.

"638324 Agreement" means the consulting agreement dated June 1, 2025 between Vector and 638324 Ontario Inc., a company controlled by William Jackson, whereby Mr. Jackson provides executive, management and chief executive officer services to Vector, as amended on December 15, 2025 and as further amended on January 16, 2026;

"Acquisition Agreement" means the acquisition agreement dated April 14, 2026, between OSA, Vector and Newco, and as may be amended or supplemented from time to time, in respect of the Transaction and Merger;

"Acquisition Agreement Conditions" means the occurrence of certain events before Closing, as described in "Summary of the Filing Statement - The Transaction";

"Affiliate" means a Company that is affiliated with another Company as described below:

(a) A Company is an "Affiliate" of another Company if:

(i) one of them is the subsidiary of the other, or
(ii) each of them is controlled by the same Person.

(b) A Company is "controlled" by a Person if:

(i) voting securities of the Company are held, other than by way of security only, by or for the benefit of that Person, and
(ii) the voting securities, if voted, entitle the Person to elect a majority of the directors of the Company.

(i) a Company controlled by that Person, or
(ii) an Affiliate of that Person or an Affiliate of any Company controlled by that Person;

"Agency Agreement" means the agency agreement dated June 28, 2022 between OSA and Haywood Securities Inc.;

"ASC" mean an ambulatory surgery center.

"Associate" when used to indicate a relationship with a Person or Company, means:

(a) an issuer in respect of which the Person or Company beneficially owns or controls, directly or indirectly, voting securities entitling him to more than ten percent (10%) of the voting rights attached to outstanding securities of the issuer,
(b) any partner of the Person or Company,
(c) any trust or estate in which the Person or Company has a substantial beneficial interest or for which that Person or Company serves as trustee or in a similar capacity, and

(d) a relative, including the spouse, of that Person or a relative of that Person's spouse, if the relative has the same home as that Person;

“Attwill” means Attwill Medical Solutions;

“BCBCA” means Business Corporations Act (British Columbia), as from time to time amended or re-enacted;

“BTP” means Vector’s biomechanical transdermal platform;

“Certificate of Merger” means the certificate of merger with respect to the Merger to be filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL;

“Closing” means the completion of the Transaction;

“Company” unless specifically indicated otherwise, means a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual;

“Consulting Agreement” means the amended and restated consulting agreement between Vector and Cor Capital Inc., dated July 29, 2025;

“Control Person” means any Person or Company that holds or is one of a combination of Persons or Companies that holds a sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer, or that holds more than twenty percent (20%) of the outstanding voting securities of an issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer;

“CPC” or “Capital Pool Company” has the meaning ascribed thereto in Exchange Policy 2.4;

“CPC Escrow Agreement” means the escrow agreement dated as of March 30, 2022, entered into among Computershare Investor Services Inc., as escrow agent, OSA and escrowed securityholders of OSA;

“CPC Escrowed Securities” has the meaning described in “Information Concerning the Resulting Issuer – Escrowed Securities - CPC Escrow Agreement”;

“DGCL” means the Delaware General Corporation Law;

“Effective Time” means 12:01 a.m. (Toronto time) on the date the Merger is completed, as evidenced by the issuance of the Certificate of Merger giving effect to the Merger;

“Escrow Agent” means Farris LLP, in its capacity as escrow agent in connection with the Offering;

“Escrow Agreement” means subscription receipt escrow agreement dated between Newco and the Escrow Agent;

“Escrow Release Conditions” means collectively: (i) all conditions to the Exchange’s conditional approval of the listing of the Resulting Issuer Shares contemplated by the Offering (other than the release of the Escrowed Funds and completion of the Merger) shall have been satisfied or waived; (ii) all conditions precedent to closing of the Transaction as set out in the Acquisition Agreement (other than the release of the Escrowed Funds and completion of the Merger) shall have been completed, satisfied or waived; (iii) all necessary shareholder and regulatory approvals required for the Transaction shall have been received; and (iv) Newco having delivered a written direction to the Escrow Agent, executed by a director or senior officer of the Issuer, certifying that the conditions set out in (i), (ii) and (iii) have been met or waived, provided that any waiver shall not adversely prejudice any rights or entitlements of a subscriber of Newco Subscription Receipt;

“Escrow Release Deadline” means 5:00 p.m. (Vancouver time) on June 30, 2026 (as the same may be extended in accordance with the terms of the Escrow Agreement);

"Escrowed Funds" means the aggregate gross proceeds received by counsel to Newco from purchasers of Newco Subscription Receipts;

"Exchange" means the TSX Venture Exchange;

"Exchange Policy 2.4" means Policy 2.4 – Capital Pool Companies of the Manual;

"Exchange Policy 3.4" means Policy 3.4 – Investor Relations, Promotional and Market-Making Activities of the Manual;

"Exchange Policy 5.4" means Policy 5.4 – Capital Structure, Escrow and Resale Restrictions of the Manual;

"Exchange Ratio" means ten (10) Resulting Issuer Shares for each Vector Share;

"Filing Statement" means this filing statement, together with all schedules attached hereto and including the summary thereof;

"Final Exchange Bulletin" means the Exchange bulletin which is issued following the closing of the Transaction and the submission of all required documentation and that evidences the final Exchange acceptance of the Transaction;

"FutureWorks Agreement" means the consulting agreement dated June 1, 2025 between Vector and FutureWorks Innovative Engineering, LLC, a company controlled by Thomas Bachinski, whereby Mr. Bachinski provides chief technology officer services to Vector, as amended on December 15, 2025;

"Insider" if used in relation to an issuer, means:

(a) a director or senior officer of the issuer;
(b) a director or senior officer of the company that is an Insider or subsidiary of the issuer;
(c) a person that beneficially owns or controls, directly or indirectly, voting shares carrying more than ten percent (10%) of the voting rights attached to all outstanding voting shares of the issuer; or
(d) the issuer itself if it holds any of its own securities;

"Keshill Agreement" means the management services agreement dated July 1, 2025 between Vector and Keshill Consulting Associates Inc., a company controlled by Stephen Gledhill, whereby Mr. Gledhill provides executive, management and chief financial officer services to Vector, as amended on December 5, 2025;

"LASS Platform" means Vector’s laparoscopic atomizing solution system platform;

"LASSO Protocol" (Laparoscopic Atomization Solution for Sparing Opiates) means a protocol that clinician guidance on atomized drugs use in the clinical setting to achieve tissue infiltration and anesthetic relief based the laparoscopic surgery being performed;

"Manual" means the Corporate Finance Manual of the Exchange;

"Maximum Offering" means in connection with the Offering, the private placement of 30,000,000 Newco Subscription Receipts for gross proceeds of $3,000,000;

"MD&A" means management’s discussion and analysis;

"Mergeco" means Vector as the surviving corporation in the Merger pursuant to the Merger Agreement;

"Merger" means the merger of Newco with and into Vector pursuant to the DGCL on the terms and conditions set forth in the Merger Agreement, subject to any amendments or variations thereto made in accordance with same;

"Merger Agreement" means the agreement and plan of merger to be entered into between OSA, Vector and Newco substantially in the form attached to the Acquisition Agreement as Schedule "A";

"Minimum Offering" means in connection with the Offering, the private placement of 20,000,000 Newco Subscription Receipts for gross proceeds of $2,000,000;

"Name Change" means the change of name of OSA to "Vector Science and Therapeutics Corp." or such other name as identified by Vector and acceptable to each government authority having jurisdiction;

"Named Executive Officer" or "NEO" means each of the following individuals: (i) the Chief Executive Officer of the corporation; (ii) the Chief Financial Officer of the corporation; (iii) each of the three most highly compensated executive officers of the corporation, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the Chief Executive Officer and Chief Financial Officer, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year; and (iv) each individual who would be a Named Executive Officer under paragraph (iii) but for the fact that the individual was neither an executive officer of the corporation or its subsidiaries, nor acting in a similar capacity, at the end of that financial year;

"Newco" means OpenSesame US Corp., a corporation incorporated under the DGCL and is currently a wholly-owned subsidiary of OSA;

"Newco Finder Warrants" means the Newco Warrants issued as partial consideration to certain finders in connection with the Offering;

"Newco Share(s)" means the common stock in the capital of Newco;

"Newco Subscription Receipts" means the subscription receipts to be issued in connection with the Offering at an issue price of $0.10 per Newco Subscription Receipt, with each one (1) Newco Subscription Receipt automatically converting into: (a) one (1) Newco Shares; and (b) one (1) Newco Subscription Receipt Warrant, upon satisfaction of the Escrow Release Conditions, with each Newco Share then being forthwith exchanged for one (1) Resulting Issuer Share pursuant to the terms of the Merger Agreement;

"Newco Subscription Receipt Warrants" means the Newco Warrants underlying the Newco Subscription Receipts to issued upon satisfaction and/or waiver of the Escrow Release Conditions;

"Newco Warrant" means the warrants to purchase Newco Shares each entitling the holder thereof to acquire a Newco Share at an exercise price of $0.25 per share until June 27, 2028 and immediately following the Transaction will entitle the holder to acquire a Resulting Issuer Share on the substantially the same terms and conditions. For certainty, "Newco Warrant" includes both the Newco Finder Warrants and Newco Subscription Receipt Warrants;

"Non-Arm's Length Party" means in relation to a Company, a promoter, officer, director, other Insider or Control Person of that Company (including an issuer) and any Associates or Affiliates of any such Persons, and in relation to an individual, means any Associate of the individual or any Company of which the individual is a promoter, officer, director, Insider or Control Person;

"Non-Arm's Length Qualifying Transaction" means a proposed Qualifying Transaction where the same party or parties or their respective Associates or Affiliates are Control Persons in both the CPC and in relation to the Significant Assets which are to be the subject of the proposed Qualifying Transaction;

"Offering" means a non-brokered financing of Newco Subscription Receipts at an offering price of $0.10 per Newco Subscription Receipt for minimum gross proceeds of $2,000,000 (in the case of the Minimum Offering) and $3,000,000 (in the case of the Maximum Offering).

"OSA" means OpenSesame Acquisition Corp., a corporation incorporated under the BCBCA;

"OSA Assets" means all of OSA's right, title, estate and interest in and to its property and assets, real and personal, moveable and immovable, of whatsoever nature and kind and wheresoever situate, including but without limitation, the assets as more particularly set forth and described in the OSA Financial Statements;

"OSA Board" means the board of directors of OSA as constituted from time to time;

"OSA Financial Statements" means the audited financial statements of OSA for the years ended December 31, 2025 and 2024;

"OSA MD&A" means, collectively, the management discussion and analysis of the OSA Financial Statements;

"OSA Options" means stock options to purchase OSA Shares;

"OSA Option Plan" means the stock option plan of OSA, which provides that the OSA Board may, from time to time, in its discretion, and in accordance with Exchange requirements, grant to directors, officers, employees and consultants of OSA, options to purchase OSA Shares;

"OSA Preferred Shares" means the preferred shares of OSA;

"OSA Shares" means the common shares in the capital of OSA;

"OSA Shareholder" means a holder of OSA Shares from time to time, and "OSA Shareholders" means all of such holders;

"OSA Warrants" means warrants to purchase OSA Shares.

"Principals" means (i) any person who acted as a Promoter within two (2) years before the Closing, (ii) the officers and directors of the Resulting Issuer, (iii) any person holding securities of the Resulting Issuer carrying more than twenty percent (20%) of the voting rights attached to all Resulting Issuer Shares, and (iv) any person holding securities of the Resulting Issuer carrying more than ten percent (10%) of the voting rights attached to all Resulting Issuer Shares and who has the right to nominate one or more directors or officers of the Resulting Issuer;

"Promoter" has the definition prescribed in applicable Securities Laws;

"Qualifying Transaction" means a transaction where a CPC acquires Significant Assets other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means;

"Resulting Issuer" means OSA immediately following the completion of the Transaction;

"Resulting Issuer Advisory Warrants" means advisory warrants to purchase Resulting Issuer Shares at an exercise price of $0.25 per share under July 31, 2028;

"Resulting Issuer Board" means the board of directors of the Resulting Issuer as constituted following the completion of the Transaction and from time to time thereafter;

"Resulting Issuer Escrow Agreement" means Resulting Issuer Escrow Agreements among the Resulting Issuer, the escrow agent, Principals and/or certain securityholders of the Resulting Issuer, pursuant to which the Resulting Issuer Escrowed Securities will be held and released over time;

"Resulting Issuer Escrowed Securities" means the Resulting Issuer Shares and securities of the Resulting Issuer convertible into Resulting Issuer Shares, as applicable, escrowed under the Resulting Issuer Escrow Agreement;

"Resulting Issuer Options" means stock options to purchase Resulting Issuer Shares;

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"Resulting Issuer Option Plan" means the OSA Option Plan, adopted by the Resulting Issuer upon completion of the Transaction, which provides that the Resulting Issuer Board may, from time to time, in its discretion, and in accordance with Exchange requirements, grant to directors, officers, employees and consultants of the Resulting Issuer, options to purchase Resulting Issuer Shares;

"Resulting Issuer Shares" means the common shares of the Resulting Issuer;

"Resulting Issuer Warrants" means warrants to purchase Resulting Issuer Shares at an exercise price of $0.25 per share under June 27, 2028;

"SAC Agreement" means the amended and restated strategic advisory consulting agreement between Vector and Garett Prins, dated July 29, 2025;

"Securities Laws" means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that are applicable to an issuer;

"Significant Assets" means one or more assets or businesses which, when purchased, optioned or otherwise acquired by the CPC, together with any other concurrent transactions would result in the CPC meeting the initial listing requirements of the Exchange;

"Six Bridges Agreement" means the consulting agreement dated June 1, 2025 between Vector and Six Bridges Advisors, a company controlled by Barry Hix, whereby Mr. Hix provides executive, management and chief commercial officer services to Vector, as amended on December 15, 2025;

"SSRRs" means seed share resale restrictions as set out in Exchange Policy 5.4;

"Transaction" means the business combination between OSA and Vector whereby OSA will acquire Vector by way of the Merger, and which will constitute the Qualifying Transaction of OSA pursuant to Exchange Policy 2.4;

"Vector" means Vector Science and Therapeutics Inc., a corporation incorporated under the laws of the State of Delaware;

"Vector 2025 Unit Offering" means the non-brokered private placement of 5,585,538 Vector Units for a subscription price of $1.00 per Vector Unit for aggregate gross proceeds of $5,585,538 which took place between June and October 2025.

"Vector Advisory Warrants" means the warrants to purchase Vector Shares issued to Cor Capital Inc. under the Consulting Agreement, each Vector Advisory Warrant having an exercise price of $2.50 per Vector Share until July 31, 2028;

"Vector Board" means the board of directors of Vector as constituted from time to time;

"Vector Financial Statements" means, collectively, the audited financial statements for the period from the date of incorporation (December 12, 2023) to August 31, 2024 and the year ended August 31, 2025 and the unaudited interim financial statements for the three month period ended November 30, 2025;

"VectorMist" means the branded trade-name of Vector's laparoscopic atomizing solution system;

"Vector Options" means options to purchase Vector Shares;

"Vector Shareholder" means a holder of Vector Shares from time to time, and "Vector Shareholders" means all of such holders;

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"Vector Shareholder Consent" means a consent executed by the holders of a majority of the outstanding Vector Shares pursuant to Sections 228 and 251(c) of the DGCL, whereby such shareholders approve the Acquisition Agreement and Merger Agreement and the execution, delivery and performance thereof by Vector pursuant thereto;

"Vector Shares" means the Class A common stock in the capital of Vector;

"Vector Warrants" means the warrants to purchase Vector Shares (other than Vector Advisory Warrants), each entitling the holder thereof to acquire a Vector Share at an exercise price of $2.50 per share until June 27, 2028;

"Vector Units" means units of Vector issued pursuant to the Vector 2025 Unit Offering. Each Vector Unit is comprised of one Vector Share and Vector Warrant; and

"Worthington Agreement" means the consulting agreement dated June 1, 2025 between Vector and Dr. W. Bradley Worthington, whereby Dr. Worthington provides executive, management and chief medical officer services to Vector, as amended on December 15, 2025.

SUMMARY OF FILING STATEMENT

The following is a summary of information relating to OSA, Newco, Vector and the Resulting Issuer (assuming completion of the Transaction and the Offering) and should be read together with the more detailed information and financial data and statements contained elsewhere in this Filing Statement. Reference is made to the Glossary for the definitions of certain abbreviations and terms used in this Filing Statement and in this summary.

This Filing Statement is being prepared in accordance with Exchange Policy 2.4 and Form 3B2 – Information Required in a Filing Statement for a Qualifying Transaction of the Manual, in connection with the Transaction.

The Companies

OSA

OSA was incorporated under the BCBCA on April 30, 2021. OSA is a CPC pursuant to Exchange Policy 2.4. Since its incorporation, OSA has not carried on any business or operations other than identifying and evaluating potential business opportunities for the purpose of completing a Qualifying Transaction and activities incidental thereto, including compliance with Exchange listing and filing requirements, payment of professional fees, maintenance of office facilities, and general administrative matters, all subject to the restrictions applicable to Capital Pool Companies under Exchange Policy 2.4.

On July 27, 2022, OSA completed its initial public offering of OSA Shares raising aggregate gross proceeds of $300,000 by issuing 3,000,000 OSA Shares at a price of $0.10 per OSA Share. The OSA Shares commenced trading on the Exchange on July 29, 2022 under the trading symbol “OPEN.P”.

The authorized capital of OSA consists of an unlimited number of OSA Shares and an unlimited number of OSA Preferred Shares, of which 5,500,000 OSA Shares and nil OSA Preferred Shares are currently issued and outstanding. In addition, OSA has 350,000 OSA Options and 300,000 OSA Warrants issued and outstanding, each exercisable to acquire one OSA Share.

The registered and head office of OSA is located at 700 West Georgia St., Suite 2500, Vancouver, British Columbia, V7Y 1B3, Canada.

Prior to the Merger, it is intended for OSA to complete the Name Change.

See “Information Concerning OSA” for further information.

Newco

Newco was incorporated under the DGCL on February 4, 2026, as “Opensesame US Corp.”. Newco is currently a wholly-owned subsidiary of OSA and was incorporated for the purposes of completing the Offering and effecting the Merger. The authorized capital of Newco consists of 10,000 Newco Shares, of which 1 Newco Share is outstanding as of the date hereof, which is held by OSA. In connection with the Transaction, Newco will merge with and into Vector to form Mergeco, Newco’s separate corporate existence will cease, and Mergeco will continue its corporate existence under the DGCL as the surviving corporation in the Merger and as a wholly owned subsidiary of the Resulting Issuer. In connection with the Merger, all holders of Newco Shares (other than OSA) will immediately following the completion of the Merger be issued one (1) Resulting Issuer Share for each Newco Share held immediately prior to the Effective Time.

See “Information Concerning OSA” for further information.

Vector

Vector is a private DGCL company incorporated on December 12, 2023. Vector is engaged in the business of developing and marketing novel, distinctive biomechanical technologies to treat pain, accelerate recovery, regenerate

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musculoskeletal tissue, and deliver medications and biologics non-systemically into targeted anatomical regions, with its principal asset being: (a) cash; and (b) the intellectual property assets further described herein. The authorized capital of Vector consists of 22,000,000 Vector Shares, of which 11,585,538 Vector Shares are issued and outstanding as of the date hereof. In addition to the foregoing, as of the date hereof Vector also has: (a) Vector Warrants exercisable to acquire 5,585,538 Vector Shares; (b) Vector Advisory Warrants exercisable to acquire 386,435 Vector Shares; and (c) Vector Options exercisable to acquire 500,000 Vector Shares. Immediately prior to the Merger, Vector will also issue: (a) 879,900 Vector Shares pursuant to the terms of the SAC Agreement; and (b) Vector Options to acquire 100,000 Vector Shares pursuant to the terms of the Consulting Agreement.

The registered office of Vector is located at 12250 Corporate Parkway, Mequon, WI, 53902 3300.

Vector develops novel biomechanical devices and active transdermal drug delivery platforms to equip clinicians with non-systemic, localized interventions targeting a broad cross-section of diseases and conditions where systemic delivery of interventions compromises the therapeutic effect or introduces unacceptable harm. Vector's product platform has two products under development:

LASS Platform

The LASS Platform is an atomizing solution system designed to deliver therapeutics/anesthetics in a manner that infiltrates tissue to have a specific therapeutic effect. VectorMist is the first product in the LASS Platform. VectorMist is a catheter-based laparoscopic atomizing solution system that is a surgeon/anesthesiologist-defined combination per the LASSO Protocol and that is inserted into a laparoscopic port. It is designed for targeted delivery of atomized therapeutics directly into the surgical field during laparoscopic procedures. This novel approach provides access to the operative field for hernia repairs, laparoscopic cholecystectomy and other procedures. Tissue infiltration without systemic exposure, delivering an analgesic effect that is faster and lasts longer (extending the pain mitigation window into the postoperative recovery phase), resulting in faster patient recovery and quicker recovery-unit discharge.

Vector Biomechanical Transdermal Platform (BTP)

The Vector BTP delivers therapeutic effects as (a) a standalone technology, as a synergistic complement to therapeutic peptides; and (b) as a partner to pharmaceuticals.

See "Information Concerning Vector" for further information.

The Transaction

On November 27, 2024, OSA and Vector entered into a non-binding letter of intent in respect of the Transaction, which letter of intent was amended on March 24, 2025, amended and restated on October 1, 2025, and further amended on December 30, 2025. On April 14, 2026, OSA, Vector, and Newco entered into the Acquisition Agreement, which superseded the letter of intent. Pursuant to the Acquisition Agreement, the Transaction will result in a merger between Vector and Newco, and upon completion of the Merger, Mergeco will be a wholly owned subsidiary of the Resulting Issuer pursuant to the terms of the Acquisition Agreement. Upon completion of the Transaction, the Resulting Issuer will carry on the business of Vector and intends to have its registered office located at 1209 Orange Street, Wilmington, DE 19801.

The Resulting Issuer Board is expected to be comprised of five (5) directors – four (4) nominated by Vector and one (1) nominated by OSA. Following Closing, the Resulting Issuer Shares are expected to trade on the Exchange under the symbol “PAIN”.

In accordance with the terms of the Acquisition Agreement, the Transaction will be structured as arm's length reverse takeover involving OSA, Newco and Vector. Prior to Closing, it is expected that, among other things:

OSA will file articles of amendment to affect the Name Change; and
Newco will complete the Offering.
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At Closing, it is expected that, among other things:

Newco will merge with and into Vector, the separate corporate existence of Newco will cease, and Mergeco will continue its corporate existence under the DGCL as the surviving corporation in the Merger and as a wholly-owned subsidiary of the Resulting Issuer as “VST Operating Corp.”;
Vector Shares will be exchanged for Resulting Issuer Shares at the Exchange Ratio (ten (10) Resulting Issuer Shares for every one (1) Vector Share held immediately before the Effective Time);
Newco Shares (other than the Newco Share held by OSA) will be exchanged for Resulting Issuer Shares on the basis of one (1) Resulting Issuer Share for every one (1) Newco Share held immediately before the Effective Time);
each Vector Warrant will be exchanged for ten (10) Resulting Issuer Warrants with each such Resulting Issuer Warrant entitling the holder thereof to acquire one (1) Resulting Issuer Share at an exercise price of $0.25 per Resulting Issuer Share;
each Vector Advisory Warrant will be exchanged for ten (10) Resulting Issuer Advisory Warrants with each such Resulting Issuer Advisory Warrant entitling the holder thereof to acquire one (1) Resulting Issuer Share at an exercise price of $0.25 per Resulting Issuer Share;
each Vector Option will be exchanged for ten (10) Resulting Issuer Options with each such Resulting Issuer Option entitling the holder thereof to acquire one (1) Resulting Issuer Share at an exercise price of $0.10 per Resulting Issuer Share;
each Newco Warrant will be exchanged for one (1) Resulting Issuer Warrant with each such Resulting Issuer Warrant entitling the holder thereof to acquire one (1) Resulting Issuer Share at an exercise price of $0.25 per Resulting Issuer Share; and
the Resulting Issuer will have obtained conditional approval of the Exchange for the listing on the Exchange of the Resulting Issuer Shares, as required by the policies of the Exchange.

Representations, Warranties and Covenants

The Acquisition Agreement contains customary representations and warranties given by each of OSA and Vector relating to, among other things, their respective organization, capitalization, qualification, operations, compliance with laws and regulations and other matters, including their authority to enter into the Acquisition Agreement and to consummate the Transaction. Pursuant to the Acquisition Agreement, OSA and Vector have each agreed to advise each other of material changes and to use their best efforts to obtain all regulatory and other consents, waivers and approvals required for the consummation of the proposed Transaction. In addition, and pursuant to the Acquisition Agreement, each of the parties has covenanted (among other things) to maintain their respective businesses and not take certain actions outside the ordinary course until the completion of the proposed Transaction.

Conditions of the Transaction

The Acquisition Agreement contains a number of conditions precedent to the obligations of OSA, Newco and Vector thereunder. Unless all such conditions are either satisfied or waived by the party or parties for whose benefit such conditions exist, to the extent they may be capable of waiver, the proposed Transaction will not proceed. There is no assurance that the conditions will be either satisfied or waived on a timely basis, or at all. The mutual conditions precedent can be summarized as follows (collectively, the “Acquisition Agreement Conditions”):

a) Offering. Newco shall have completed the Offering.
b) Regulatory and Government Approvals. At Closing, written consents or approvals, in form and substance satisfactory to each of OSA, Newco and Vector, acting reasonably, of any governmental or regulatory agency or Persons whose consent, waivers, forbearance or other approval to the transactions contemplated hereby is

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required (including pursuant to any contract), and all conditions imposed upon such consents, waivers, forbearance or other approvals have been satisfied, including without limitation, the Exchange.

c) Listing of Securities. The Resulting Issuer Shares, including the Resulting Issuer Shares issuable in connection with the Transaction and the Offering, have been approved for listing and trading on the Exchange.

d) Corporate Proceedings. At Closing, the Vector Shareholders shall have approved the Merger in accordance with the Vector Shareholder Consent.

e) No Prohibition at Law. At Closing, no prohibition at law against the completion of the transactions contemplated by the Acquisition Agreement shall be in existence and no law, regulation or policy shall have been proposed, enacted, promulgated or applied, the effect of which is to cease trade, enjoin, prohibit or impose material limitations or conditions on any parties to the Acquisition Agreement or which, if the Transaction were completed, would have a material adverse effect on any party to the Acquisition Agreement.

f) Closing. The Closing occurs on or prior to June 30, 2026 unless OSA and Vector mutually agree in writing to a later date.

g) Escrow. Any Person who will be a post-Closing shareholder of the Resulting Issuer which is required by the Exchange to sign an escrow agreement in accordance with the policies of the Exchange shall have signed and delivered such agreement.

As disclosed in its news release dated October 6, 2025, the Transaction is not a Non-Arm's Length Qualifying Transaction and, accordingly, OSA is not required to obtain the approval of OSA Shareholders for the Transaction.

Directors and Executive Officers

Upon completion of the Transaction, it is expected that all directors and officers of OSA, except for Scott Kelly in his capacity as a director, will resign, and that the Resulting Issuer Board and management team will be reconstituted to be comprised of the following individuals:

Proposed Officer/Director	Proposed Position with Resulting Issuer
William Jackson	Director, President and Chief Executive Officer
Tommy Thompson	Lead Independent Director
Barry Hix	Chief Commercial Officer and Director
Scott Kelly	Director
Dr. Alexander Dobranowski	Director
Tom Bachinski	Chief Technology Officer
Dr. W. Bradley Worthington	Chief Medical Officer
Stephen Gledhill	Chief Financial Officer and Corporate Secretary

For additional information, please see the discussion under "Information Concerning the Resulting Issuer – Directors and Officers".

Success Fees/Commissions

Pursuant to the terms of the SAC Agreement, and subject to the policies of the Exchange, immediately prior to the closing of the Transaction, Vector will pay to the consultant $879,900 in cash which will immediately thereafter be used by the consultant to subscribe for 879,900 Vector Shares which will ultimately be exchanged for 8,790,900 Resulting Issuer Shares pursuant to the Merger.

In addition to the foregoing, pursuant to the terms of the Consulting Agreement, and subject to the policies of the Exchange, on the date of closing of the Transaction, Vector will issue to Cor Capital Inc. 100,000 Vector Options at an exercise price of $1.00 per Vector Share, exercisable for a period of five years from the date of grant. Upon completion of the Merger, such Vector Options will be exchanged for ten (10) Resulting Issuer Options with each such Resulting Issuer Option entitling the holder thereof to acquire one (1) Resulting Issuer Share.

Non-Brokered Concurrent Private Placement

In connection with the Transaction, Newco will complete the Offering. The Offering will consist of the offering of a minimum of 20,000,000 Newco Subscription Receipts for aggregate gross proceeds of $2,000,000 (in the case of the Minimum Offering) and a maximum of 30,000,000 Newco Subscription Receipts for aggregate gross proceeds of $3,000,000 (in the case of the Maximum Offering).

Upon satisfaction and/or waiver of the Escrow Release Conditions, Newco will pay to certain finders: (a) cash consideration in an amount equal to eight percent (8%) of the gross proceeds of the Offering received; and (b) Newco Finder Warrants in an amount equal to eight percent (8%) of the total Newco Subscription Receipts subscribed, by purchasers that were introduced to Newco by such finders.

Upon the satisfaction and/or waiver of the Escrow Release Conditions, each Newco Subscription Receipt shall be automatically converted and exchanged, without any further action on the part of the holder thereof and for no additional consideration, into: (a) one (1) Newco Share; and (b) one (1) Newco Subscription Receipt Warrant, with each Newco Share and Newco Subscription Receipt Warrant then being forthwith exchanged for one (1) Resulting Issuer Share and one (1) Resulting Issuer Warrants, respectively, pursuant to the terms of the Merger Agreement.

On closing of the Offering, the Escrowed Funds will be delivered to and will be held in escrow by the Escrow Agent on behalf of Newco Subscription Receipt holders. The Escrowed Funds will be released to Newco upon the satisfaction and/or waiver (to the extent such waiver is permitted) of the Escrow Release Conditions at or before the Escrow Release Deadline, at which time each Newco Subscription Receipt shall automatically be exchanged as described above.

In the event that the Escrow Release Conditions are not satisfied and/or waiver (to the extent such waiver is permitted) at or before the Escrow Release Deadline, the Escrowed Proceeds will be returned to each holder of Newco Subscription Receipts in an amount equal to the aggregate purchase price for the Newco Subscription Receipts held by such holder. To the extent that the Escrowed Funds are insufficient to refund such amounts to the holders of the Newco Subscription Receipts, Newco will be liable for and will be required to contribute such amounts as are necessary to satisfy any shortfall.

The net proceeds of the Offering, in addition to other funds available to the Resulting Issuer, are expected to be used for the commercial development of its products, FDA approvals, the commercial launch of its first product, VectorMist, and for working capital and general corporate purposes.

For more information, please see “Information Concerning the Resulting Issuer – Available Funds and Principal Purposes”.

Merger

On April 14, 2026, OSA, Vector and Newco entered into the Acquisition Agreement. Pursuant to the Merger Agreement, the form of which is affixed to the Acquisition Agreement, among other things, it is expected that at the Effective Time the following will occur without further act or formality:

(i) Newco will merge with and into Vector;
(ii) the separate corporate existence of Newco will cease;
(iii) Vector will continue its corporate existence under the DGCL as Mergeco in the Merger;

(iv) each Vector Share outstanding immediately prior to the Effective Time shall be exchanged for ten (10) Resulting Issuer Shares;

(v) each Newco Share (other than Newco Shares held by OSA) outstanding immediately prior to the Effective Time shall be exchanged for one (1) Resulting Issuer Share;

(vi) each Vector Warrant will be exchanged for ten (10) Resulting Issuer Warrants with each such Resulting Issuer Warrant entitling the holder thereof to acquire one (1) Resulting Issuer Share at an exercise price of $0.25 per Resulting Issuer Share;

(vii) each Vector Advisory Warrant will be exchanged for ten (10) Resulting Issuer Advisory Warrants with each such Resulting Issuer Advisory Warrant entitling the holder thereof to acquire one (1) Resulting Issuer Share at an exercise price of $0.25 per Resulting Issuer Share;

(viii) each Vector Option will be exchanged for ten (10) Resulting Issuer Options with each such Resulting Issuer Option entitling the holder thereof to acquire one (1) Resulting Issuer Share at an exercise price of $0.10 per Resulting Issuer Share;

(ix) each Newco Warrant will be exchanged for one (1) Resulting Issuer Warrant with each such Resulting Issuer Warrant entitling the holder thereof to acquire one (1) Resulting Issuer Share at an exercise price of $0.25 per Resulting Issuer Share;

(x) all property, rights, privileges, immunities, powers, franchises, licenses, and authority of Vector and Newco shall vest in Mergeco (as the surviving entity), and all debts, liabilities, obligations, restrictions, and duties of each of Vector and Newco shall become the debts, liabilities, obligations, restrictions, and duties of Mergeco; and

(xi) Mergeco will be a direct wholly-owned subsidiary of the Resulting Issuer.

Following the Effective Time, if the aggregate number of Resulting Issuer Shares, to which a former holder of Vector Shares or Newco Shares, respectively, would otherwise be entitled pursuant to the Acquisition Agreement is not a whole number, then the number of Resulting Issuer Shares, as the case may be, shall be rounded down to the nearest whole number of such Resulting Issuer Shares and no cash or other compensation shall be paid in respect of such fractional interest.

Based on the foregoing and the number of Vector Shares and securities convertible into Vector Shares currently outstanding or anticipated to be outstanding immediately prior to the Merger pursuant to the terms of the Acquisition Agreement, 124,654,380 Resulting Issuer Shares are expected to be issued to the Vector Shareholders in exchange for 12,465,438 Vector Shares, being all of the Vector Shares which are expected to be issued and outstanding immediately prior to the Merger (including for certainty those Vector Shares issued in connection with the SAC Agreement).

For more information See "The Proposed Transaction - Merger".

Interests of Insiders, Promoters or Control Persons

Upon completion of the Transaction, it is expected that management of the Resulting Issuer will consist of William Jackson (President and Chief Executive Officer), Barry Hix (Chief Commercial Officer), Tom Bachinski (Chief Technology Officer), Dr. W. Bradley Worthington (Chief Medical Officer), and Stephen Gledhill (Chief Financial Officer and Corporate Secretary). It is further expected that the Resulting Issuer Board will consist of William Jackson (Chair), Tommy Thompson (Lead Independent Director), Barry Hix, Scott Kelly and Dr. Alexander Dobranowski. All directors and officers of OSA, except Scott Kelly (in his capacity as a director), will resign at or prior to the closing of the Transaction. See "Information Concerning the Resulting Issuer - Directors, Officers and Promoters".

The ownership (beneficially, directly or indirectly) by Insiders, Promoters and Control Persons of OSA with respect to OSA Shares is, and the ownership (beneficially, directly or indirectly) by Insiders, Promoters and Control Persons of the Resulting Issuer with respect to Resulting Issuer Shares, will be, in each case on a non-diluted basis, as follows:

Insider, Promoter, Control Person	Position	Number and Percentage of OSA Shares beneficially, directly or indirectly held as at the Date of the Filing Statement^{(1)}		Number and Percentage of Resulting Issuer Shares beneficially, directly or indirectly held upon Completion of the Transaction^{(2)}
Scott Kelly^{4}	CEO, CFO, Corporate Secretary & Director of OSA / Director of the Resulting Issuer	700,000	12.73%	700,000	0.47%
Patrick O’Flaherty^{3}	Director of OSA	20,000	0.36%	20,000	0.01%
Stephen Kenwood^{35}	Director of OSA	600,000	10.91%	600,000	0.40%
Gerald Kelly^{3}	Director of OSA	Nil	0%	Nil	0%
Estate of Ronald Husband	Insider of OSA	700,000	12.73%	700,000	0.47%
William Jackson^{6}	Chief Executive Officer and Chair of the Resulting Issuer Board	Nil	0%	15,350,000	10.22%
Tommy Thompson	Lead Independent Director of the Resulting Issuer Board	Nil	0%	Nil	0%
Barry Hix	Chief Commercial Officer and Director of the Resulting Issuer	Nil	0%	15,000,000	9.99%
Tom Bachinski	Chief Technology Officer of the Resulting Issuer	Nil	0%	15,000,000	9.99%
Dr. W. Bradley Worthington^{7}	Chief Medical Officer of the Resulting Issuer	Nil	0%	15,000,000	9.99%
Stephen Gledhill	Chief Financial Officer and Corporate Secretary of the Resulting Issuer	Nil	0%	Nil	0%
Dr. Alexander Dobranowski	Director of the Resulting Issuer	Nil	0%	200,000^{7}	0.13%

Notes:
1. As at the date of the Filing Statement, there are 5,500,000 OSA Shares outstanding.
2. Upon completion of the Transaction and assuming closing of the Minimum Offering, it is anticipated that there will be 150,154,380 Resulting Issuer Shares outstanding.
3. Will resign as officer and/or director of OSA concurrently with the closing of the Transaction and will not be an Insider of the Resulting Issuer.
4. Scott Kelly will resign as officer of OSA, concurrently with the closing of the Transaction. He will remain as a director of OSA. The registered holder of the OSA Shares held by Scott Kelly is Haywood Securities Inc.
5. OSA Shares held by Stephen Kenwood are held by 0713708 B.C. Ltd., over which he maintains direct control and ownership.
6. Of the Resulting Issuer Shares held by William Jackson, 15,000,000 are held by Jackson Family Ventures LLC, a company over which Mr. Jackson has control and direction, and 350,000 are held directly by Mr. Jackson.
7. The Resulting Issuer Shares held by Dr. W. Bradley Worthington are held by The 2025 Worthington Family Trust, a trust to which Dr. Worthington’s wife is the trustee and beneficiary.
8. It is expected that Dr. Dobranowski will purchase 200,000 Newco Subscription Receipts in the Offering.

Arm's Length Transaction

The Transaction is not a Non-Arm’s Length Qualifying Transaction.

Available Funds and Principal Purposes

As at the most recent month end before the date of the filing statement, being March 31, 2026, OSA had a working capital of $nil and Vector had a working capital surplus of approximately $1,600,000. Upon completion of the Transaction, it is anticipated that gross proceeds of $2,000,000 in the case of the Minimum Offering or $3,000,000 in the case of the Maximum Offering will be available to the Resulting Issuer, and the pro forma working capital of the Resulting Issuer will be $3,290,000 (in the case of the Minimum Offering) or $4,210,000 (in the case of the Maximum Offering).

The Resulting Issuer is expected to use the funds available to it in furtherance of its stated business objectives. The following table shows the foreseeable available funds and the principal purposes for which the available funds will be used by the Resulting Issuer for the next twelve (12) months, based on currently available information:

Available Funds:	Estimated Amount (Minimum Offering) ($)	Estimated Amount (Maximum Offering) ($)
Estimated Consolidated Working Capital Surplus (as at March 31, 2026)	1,600,000	1,600,000
Net Proceeds from the Offering	1,840,000	2,760,000
Estimated Remaining Transaction Costs	(150,000)	(150,000)
Total Available Funds	3,290,000	4,210,000
Anticipated Uses of Funds: (1)
Research and Development Costs	1,845,000	2,200,000
Administrative	240,000	465,000
Consulting and Professional Fees (2)	1,040,000	1,310,000
Shareholder and Public Reporting (3)	25,000	25,000
Unallocated Working Capital	140,000	210,000
Total Uses	3,240,000	4,160,000

Note:
1. For additional information please see “Information Concerning The Resulting Issuer – Description of the Business – Business Objectives and Milestones”.
2. Administrative fees are attributable to general administrative costs, travel costs, office costs and estimated payroll (not including consulting fees paid to officers and directors).
3. Consulting and professional fees are comprised of management consulting agreements with each of the officers and directors and auditor and legal fees.

The above uses of available funds should be considered estimates only. Please see the discussion under “Forward-Looking Information”.

For additional information, please see the discussion under the headings “Information Concerning the Resulting Issuer – Available Funds and Principal Purposes” and “Information Concerning the Resulting Issuer – Business Objectives & Milestones”.

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Selected Pro Forma Consolidated Financial Information

The following sets out selected pro forma financial information of the Resulting Issuer after giving effect to the Transaction (assuming the Minimum Offering). This table should be read in conjunction with the unaudited pro forma consolidated balance sheet of the Resulting Issuer included in this Filing Statement as Schedule "G".

	Pro Forma Balance Sheet ($)
Current Assets	3,226,930
Non-current Assets	118,235
Total Liabilities	(324,069)
Shareholders’ Equity	3,021,098

Exchange Listing and Market Price

The OSA Shares are currently listed under Tier 2 on the Exchange under the trading symbol “OPEN.P” and began trading on the Exchange on July 29, 2022. The closing market price of the OSA Shares on the last day on which there was a trade of OSA Shares prior to the announcement of the Transaction on December 30, 2024, was $0.05 per OSA Share. It is anticipated that the Resulting Issuer Shares will resume trading on the Exchange upon completion of the Transaction under the trading symbol “PAIN”.

For more information, please see the sections entitled "Information Concerning OSA – General Development of the Business – History".

The Vector Shares are not listed on any stock exchange and there is currently no public market for the Vector Shares.

Conflicts of Interest

Other than as disclosed below, as of the date of this Filing Statement and to the knowledge of the directors and officers of OSA and Vector, there are no existing conflicts of interest between the Resulting Issuer and any of the individuals proposed for appointment as directors or officers following the completion of the Transaction.

Directors and officers of the Resulting Issuer may also serve as directors and/or officers of other companies engaged in the same line of business as the Resulting Issuer from time to time. Accordingly, certain directors and officers of the Resulting Issuer or a subsidiary of the Resulting Issuer may be presented from time to time with situations or opportunities which give rise to apparent conflicts of interest that cannot be resolved by arm’s-length negotiations but only through exercise by the officers and directors of such judgment consistent with their fiduciary duties to the Resulting Issuer or subsidiary of the Resulting Issuer, as applicable. These fiduciary duties arise under applicable corporate law, especially insofar as taking advantage, directly or indirectly, of information or opportunities acquired in their capacities as directors or officers of the Resulting Issuer or a subsidiary of the Resulting Issuer. The BCBCA provides that in the event that a director has a material interest in a contract or proposed contract or agreement that is material to the issuer, the director shall disclose his interest in such contract or agreement and shall refrain from voting on any matter in respect of such contract or agreement, subject to and in accordance with the BCBCA. It is expected that all conflicts of interest will be resolved in accordance with the BCBCA. Further, it is expected that transactions with officers and directors will be on terms consistent with industry standards and sound business practice in accordance with the fiduciary duties of those persons to the Resulting Issuer or a subsidiary of the Resulting Issuer, as applicable, and, depending upon the magnitude of the transactions and the absence of any disinterested board members, may be submitted to the shareholders for their approval.

See "Information Concerning the Resulting Issuer – Other Reporting Issuer Experience".

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Interest of Experts and Others

Davidson & Company LLP is the auditor of OSA and is independent of OSA within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of British Columbia.

McGovern Hurley LLP is the auditor of Vector and is independent of Vector within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario.

Other than as mentioned above, to the knowledge of OSA and Vector, no Person or Company whose profession or business gives authority to a statement made by the Person or Company and who is named as having prepared or certified a part of this Filing Statement or as having prepared or certified a report or valuation described or included in this Filing Statement holds, received, or expects to hold any registered or beneficial interest, direct or indirect, in any securities or other property of OSA, Vector or the Resulting Issuer or of an Associate or Affiliate of OSA, Vector or the Resulting Issuer and no such Person is expected to be elected, appointed or employed as a director, senior officer or employee of OSA, Vector or the Resulting Issuer or of an Associate or Affiliate of OSA, Vector or the Resulting Issuer and no such Person is a promoter of OSA, Vector or the Resulting Issuer or an Associate or Affiliate of OSA, Vector or the Resulting Issuer.

For additional information, please see the discussion under “Information Concerning the Resulting Issuer – Experts – Interest of Experts”.

Risk Factors

AN INVESTMENT IN SECURITIES OF OSA AND, FOLLOWING THE COMPLETION OF THE TRANSACTION, THE RESULTING ISSUER IS HIGHLY SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK AND SHOULD ONLY BE MADE BY INVESTORS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT.

The Resulting Issuer’s business is speculative and involves a high degree of risk. The risk factors listed below could materially affect the Resulting Issuer’s financial condition and/or future operating results and could cause actual events to differ materially from those described in forward-looking statements made by or relating to the Resulting Issuer. Such risks include, but are not limited to: (i) the Transaction may not be completed; (ii) possible termination of the Acquisition Agreement; (iii) limited operating history; (iv) diversion of the attention of management; (v) tax consequences; (vi) loss of material customers; (vi) regulatory oversight of the Resulting Issuer’s business; (vii) ability to obtain required regulatory approvals for the Resulting Issuer’s products; (viii) risk of post-regulatory-approval marketing and use limitations; (ix) ability to achieve market access; (x) anti-bribery and anti-corruption laws and regulations; (xi) reliance on third-party manufacturers; (xii) protection of the Resulting Issuer’s intellectual property rights; (xiii) third party intellectual property infringement; (xiv) intellectual property rights claims against third parties; (xv) reliance on contracts to protect intellectual property; (xvi) ability to complete favourable acquisitions; (xvii) global macroeconomic trends; (xviii) additional financing; (xix) litigation; (xx) insurance and uninsured risks; (xxi) attracting and retaining talented personnel; (xxii) competition; (xxiii) conflicts of interest; (xxiv) volatility of market for Resulting Issuer Shares; (xxv) dilution risk; (xxvi) dividends; (xxvii) public company costs and regulatory compliance; (xxviii) uncertainty of revenue growth; and (xxix) uncertainty of use of proceeds.

For more detailed information, please see the discussion under “Risk Factors”.

CONDITIONAL ACCEPTANCE OF THE EXCHANGE

OSA received conditional acceptance of the Exchange for the completion of the Transaction on April 14, 2026. Final acceptance of the Exchange is subject to OSA fulfilling all of the requirements for final acceptance of the Exchange. There can be no assurance that OSA will be able to satisfy the requirements of the Exchange.

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INFORMATION CONCERNING OSA

The following information is presented on a pre-Transaction basis. Please see the discussion under “Information Concerning the Resulting Issuer” for pro forma business, financial and share capital information relating to the Resulting Issuer.

Corporate Structure

Name and Incorporation

OSA was incorporated under the BCBCA on April 30, 2021, under the corporate name “1303105 B.C. LTD.” On May 20, 2021, OSA changed its name to “OpenSesame Acquisition Corp.” The registered and head office of OSA is located at 700 West Georgia Street, 25th Floor, Vancouver, BC V7Y 1K8.

OSA does not have any subsidiaries other than Newco, a corporation incorporated under the DGCL, which was incorporated as a wholly-owned subsidiary of OSA for the purpose of completing the Offering and consummating the Merger. The registered and head office of Newco is located at Paracorp Incorporated, 2140 South Dupont Highway, Camden, Kent County, Delaware 19934. The authorized capital of Newco consists of 10,000 Newco Shares, of which 1 Newco Share is legally and beneficially owned by OSA and which has been duly issued and are outstanding as fully paid and non-assessable as at the date hereof. In connection with the Transaction, Newco will merge with and into Vector to form Mergeco, Newco’s separate corporate existence will cease, and Mergeco will continue its corporate existence under the DGCL as the surviving corporation in the Merger and as a wholly owned subsidiary of the Resulting Issuer.

General Development of the Business

History

OSA is a CPC pursuant to Exchange Policy 2.4, and since its incorporation it has not carried on any business or operations other than identifying and evaluating business opportunities for the purposes of completing a Qualifying Transaction, and once identified and evaluated, negotiating an acquisition or participation, subject to acceptance by the Exchange, to complete a Qualifying Transaction in accordance with the policies of the Exchange. OSA has not conducted any material commercial operations since incorporation other than entering into the Acquisition Agreement with Vector.

On July 27, 2022, OSA completed its initial public offering of OSA Shares raising aggregate gross proceeds of $300,000 by issuing 3,000,000 OSA Shares at a price of $0.10 per OSA Share. The OSA Shares were subsequently listed for trading on the Exchange under the trading symbol “OPEN.P”.

In connection with its initial public offering, OSA paid Haywood Securities Inc., acting as the agent for OSA, a cash commission of $30,000 being ten percent (10%) of the gross proceeds of the initial public offering, a corporate finance fee of $10,000 plus applicable sales tax, cash for legal fees and other reasonable expenses. OSA also granted OSA Warrants to Haywood Securities Inc. entitling the holder to purchase 300,000 OSA Shares at an exercise price of $0.10 per OSA Share until July 27, 2027.

On November 27, 2024, OSA entered into a letter of intent with Vector in respect of OSA’s proposed Qualifying Transaction, which letter of intent was amended on March 24, 2025, amended and restated on October 1, 2025, and further amended on December 30, 2025.

On April 14, 2026, OSA, Newco, and Vector entered into the Acquisition Agreement, providing for, among other things, the Merger. For a description of the Acquisition Agreement, please see the discussion under the heading “The Proposed Transaction – Acquisition Agreement”.

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Description of the Qualifying Transaction & Financing

For more information, please see the sections entitled “Summary of the Filing Statement – The Transaction” and “The Proposed Transaction”.

Selected Financial Information

Since incorporation, OSA has incurred costs in carrying out its initial public offering, in seeking, evaluating and negotiating potential Qualifying Transactions, and in meeting the disclosure obligations imposed upon it as a reporting issuer listed for trading on the Exchange.

The following table sets out certain selected financial information of OSA for the periods indicated. This selected financial information has been derived from the OSA Financial Statements, which are attached to this Filing Statement as Schedule “A” and should be read in conjunction with the notes thereto:

($)	Fiscal Year End December 31, 2025	Fiscal Year Ended December 31, 2024
Revenue	Nil	Nil
Net income or (Loss)	(118,659)	(50,072)
Total Assets	96,501	206,090
Total Liabilities	39,699	30,629
Total Shareholders' Equity	56,802	175,461
Dividends	Nil	Nil

Following completion of the Transaction, it is expected that the Resulting Issuer will change its year end from December 31st to August 31st.

Management's Discussion and Analysis

The OSA MD&A is attached to this Filing Statement as Schedule B. The OSA MD&A can also be retrieved on OSA’s SEDAR+ profile, which can be accessed at https://www.sedarplus.ca. The OSA MD&A highlight OSA’s performance during the periods covered by the OSA Financial Statements. The OSA MD&A complement and supplement the OSA Financial Statements and should be read in conjunction with the related notes of same.

Description of Securities

The authorized capital of OSA consists of an unlimited number of OSA Shares and an unlimited number of OSA Preferred Shares.

OSA Shares

5,500,000 OSA Shares are issued and outstanding as at the date of this Filing Statement.

The holders of OSA Shares are entitled to: (i) receive notice of and to vote at every meeting of shareholders of OSA and shall have one (1) vote thereat for each such OSA Share so held; (ii) receive such dividend as the OSA Board may from time to time, by resolution, declare on the OSA Shares; and (iii) in the event of liquidation, dissolution or winding up of OSA to share equally in such assets of OSA as are distributable to the holders of OSA Shares.

Pursuant to the CPC Escrow Agreement, OSA has deposited 2,500,000 OSA Shares and 350,000 OSA Options in escrow. Upon completion by OSA of a Qualifying Transaction, as defined in Exchange Policy 2.4, all OSA Options

granted prior to the date of the Final Exchange Bulletin, and all OSA Shares issued upon the exercise of such OSA Options, will be released from escrow on the date of the Final Exchange Bulletin. Notwithstanding the foregoing, OSA Options granted prior to OSA’s initial public offering with an exercise price that is less than the issue price of the OSA Shares at the time of the initial public offering, and any OSA Shares issued upon the exercise of such OSA Options, will be released from escrow in accordance with the escrow release schedule applicable to OSA Shares.

In addition to the foregoing, on the date of the Final Exchange Bulletin, twenty-five percent (25%) of the OSA Shares held pursuant to the CPC Escrow Agreement shall be released. The remaining seventy-five percent (75%) will be released in twenty-five percent (25%) allotments on the dates that are six (6) months, twelve (12) months and eighteen (18) months following the date of the initial release. See “Information Concerning the Resulting Issuer – Escrowed Securities”.

Offering

On or before the completion of the Transaction, Newco shall complete the Offering. The Offering will consist of the offering of a minimum of 20,000,000 Newco Subscription Receipts for aggregate gross proceeds of $2,000,000 (in the case of the Minimum Offering) and a maximum of 30,000,000 Newco Subscription Receipts for aggregate gross proceeds of $3,000,000 (in the case of the Maximum Offering).

On closing of the Offering, the Escrowed Funds will be delivered to and will be held in escrow by the Escrow Agent on behalf of Newco Subscription Receipt holders. The Escrowed Funds will be released to Newco upon the satisfaction and/or waiver of the Escrow Release Conditions at or before the Escrow Release Deadline, at which time each Newco Subscription Receipt shall automatically be exchanged as described above.

In the event that the Escrow Release Conditions are not satisfied and/or waived at or before the Escrow Release Deadline, the Escrowed Proceeds will be returned to each holder of Newco Subscription Receipts in an amount equal to the aggregate purchase price for the Newco Subscription Receipts held by such holder. To the extent that the Escrowed Funds are insufficient to refund such amounts to the holders of the Newco Subscription Receipts, Newco will be liable for and will be required to contribute such amounts as are necessary to satisfy any shortfall.

OSA Warrants

OSA has 300,000 OSA Warrants issued and outstanding. Each OSA Warrant entitles the holder to acquire one OSA Share at an exercise price of $0.10 per OSA Share until July 27, 2027. The OSA Warrants were issued to Haywood Securities Inc. pursuant to the Agency Agreement on July 27, 2022.

OSA Options

OSA has 350,000 OSA Options issued and outstanding under the Stock Option Plan, each entitling the holder to acquire one OSA Share at an exercise price of $0.10 per OSA Share, with an expiry date of July 27, 2032. As at the date hereof, NEOs hold 175,000 of the 350,000 issued and outstanding OSA Options.

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OSA Option Plan

OSA has in place the 10% rolling OSA Option Plan, which was approved by the OSA Board and OSA Shareholders. A summary of the material provisions of the OSA Option Plan is as follows:

a) the OSA Option Plan reserves, for issue pursuant to OSA Options, a maximum number of OSA Shares equal to 10% of the outstanding OSA Shares from time to time;

b) an optionee must either be a director, senior officer, employee, management company employee or consultant of OSA at the time the OSA Option is granted in order to be eligible;

c) in accordance with Exchange Policy 2.4, the OSA Option Plan provides that as long as the OSA remains a Capital Pool Company (as defined by the Exchange), no OSA Options may be granted to any eligible person under the OSA Option Plan, unless such person has entered into an escrow agreement agreeing to deposit the OSA Options and any OSA Shares issuable thereunder into escrow;

d) the maximum aggregate number of OSA Shares issuable pursuant to all security-based compensation (including OSA Options) granted to any one person in any 12-month period may not exceed 5% of the outstanding OSA Shares at the time of grant without Disinterested Shareholder Approval;

e) the maximum aggregate number of OSA Shares issuable pursuant to all security-based compensation (including OSA Options) granted to any one Consultant (as defined by the Exchange) in any 12-month period may not exceed 2% of the outstanding OSA Shares at the time of grant;

f) as long as OSA remains a Capital Pool Company (as defined by the Exchange), OSA shall not grant any OSA Options to Investor Relations Service Provider (as defined by the Exchange). If OSA completes a Qualifying Transaction (as defined by the Exchange) and is no longer a Capital Pool Company, the maximum aggregate number of OSA Options granted to all Investor Relations Service Providers in any 12-month period may not exceed 2% of the outstanding OSA Shares at the time of grant;

g) Investor Relations Service Providers (as defined by the Exchange) may not receive any compensation involving the issuance or potential issuance of OSA Shares, other than OSA Options;

h) the aggregate number of OSA Shares reserved for issue to insiders must not exceed 10% of the issued OSA Shares at any point in time without Disinterested Shareholder Approval (as defined in the OSA Option Plan);

i) the aggregate number of OSA Shares issuable pursuant to all security-based compensation (including OSA Options) granted to insiders (as a group) in a 12-month period must not exceed 10% of the issued OSA Shares, calculated at the time of grant, without Disinterested Shareholder Approval;

j) the OSA Option Plan provides that no OSA Options may be granted under the OSA Option Plan until the requisite yearly shareholder approval of the OSA Option Plan has been obtained;

k) the exercise price per OSA Share for an OSA Option shall be determined by the OSA Board and may not be less than the Discounted Market Price (as determined pursuant to the policies of the Exchange), subject to the minimum exercise price permitted under the policies of the Exchange at the time of grant. This is an amendment to the current Stock Option Plan which also contemplates that the minimum exercise price shall not be less than $0.10;

l) OSA Options may have a term not exceeding ten (10) years;

m) OSA Options issued to Investor Relations Service Providers (as defined by the Exchange) must vest such that: (i) no more than ¼ of the OSA Options vest no sooner than three months after the OSA Options were granted; (ii) no more than another ¼ of the OSA Options vest no sooner than six months after the OSA Options were granted; (iii) no more than another ¼ of the OSA Options vest no sooner than nine months

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after the OSA Options were granted; and (iv) the remainder of the OSA Options vest no sooner than 12 months after the OSA Options were granted;

n) other than in the case of (i) death, (ii) termination for cause, or (iii) as a result of prevention by order of a regulatory authority with appropriate jurisdiction, OSA Options will cease to be exercisable no later than the earlier of the Expiry Date (as defined in the OSA Option Plan) and 90 days after the optionee ceases to be a Director, Officer, Employee, Consultant, or Management Company Employee (each as defined in OSA Option Plan) or for a “reasonable period” (not exceeding 12-months) after the optionee ceases to serve in such capacity, as determined by the OSA Board;

o) OSA Options are non-assignable and non-transferable;

p) the OSA Option Plan contains a “cashless exercise” provision and a “net exercise” provision. The “cashless exercise” provision provides a mechanism for a brokerage firm to facilitate the exercise of an OSA Option by loaning funds to the optionee. The “net exercise” provision allows for a method of OSA Option exercise under which the optionee does not make any payment to the issuer for the exercise of their OSA Options and receives, on exercise, a number of OSA Shares equal to the value (current market price less the exercise price) of the OSA Option valued at the current market price. The current market price must be the 5-day volume weighted average trading price prior to OSA Option exercise. The “net exercise” provision is not available for use by Investor Relations Service Providers (as defined by the Exchange);

q) the OSA Option Plan contains provisions for adjustment (subject to prior Exchange acceptance, if applicable) in the number of OSA Shares or other property issuable on exercise of OSA Options in the event of a share consolidation, split, reclassification or other relevant change in the OSA Shares, or a stock dividend, arrangement, amalgamation, merger or combination, or other relevant change in OSA’s corporate structure, or any other relevant change in OSA’s capitalization; and

r) Disinterested Shareholder Approval will be obtained for (i) any reduction in the exercise price of, or extension to the term of, a OSA Option if the optionee is an insider of OSA at the time of the proposed amendment, (ii) for any amendment resulting in a benefit to an insider of OSA, and (iii) for any increase to the limits prescribed by the OSA Option Plan, including any grant that would result in such limits being exceeded, and for any other type of compensation granted through the issuance of OSA Shares.

As of the date of this Filing Statement, OSA has granted 350,000 OSA Options to its directors and officers to purchase an aggregate of 350,000 OSA Shares pursuant to the OSA Option Plan, exercisable until July 27, 2032 at an exercise price of $0.10 per OSA Share.

Prior Sales

Since the date of incorporation, 5,500,000 OSA Shares have been issued and are currently outstanding. During the 12-month period prior to the date of this Filing Statement, OSA has not issued any OSA Shares or securities that are convertible or exchangeable into OSA Shares.

Trading Price and Volume

The OSA Shares were listed and posted for trading on the Exchange on July 29, 2022, under the trading symbol “OPEN.P”, but have been halted since December 30, 2024, and are expected to remain halted until the completion of the Transaction. The following table sets out trading information for the OSA Shares for the periods indicated as reported by the Exchange.

Period	High	Low	Trading Volume
March, 2026	0.05	0.05	Nil

Period	High	Low	Trading Volume
February, 2026	0.05	0.05	Nil
January, 2026	0.05	0.05	Nil
December, 2025	0.05	0.05	Nil
November, 2025	0.05	0.05	Nil
October, 2025	0.05	0.05	Nil
September, 2025	0.05	0.05	Nil
August, 2025	0.05	0.05	Nil
July, 2025	0.05	0.05	Nil
June, 2025	0.05	0.05	Nil
May, 2025	0.05	0.05	Nil
April, 2025	0.05	0.05	Nil

Non-Arm's Length Transactions

Other than as disclosed herein, there has been no acquisition of assets or services or provision of assets or services in any transaction within the five (5) years before the date of this Filing Statement, or in any proposed transaction, where OSA has obtained such assets or services from:

a) any director, officer or Promoter of OSA;
b) a security holder disclosed in this Filing Statement as a principal security holder, either before or after giving effect to the Transaction; or
c) an Associate or Affiliate of any of the persons or companies referred to in paragraphs (a) or (b) above.

The following amounts were paid to a director for accounting services:

Year Ended	Amount Paid
As at December 31, 2025	$12,976
December 31, 2024	$9,000
December 31, 2023	$6,500
December 31, 2022	$5,625

Arm's Length Transactions

The Transaction does not constitute a Non-Arm's Length Qualifying Transaction, within the meaning of Exchange Policy 2.4. Accordingly, the OSA Shareholders are not required to approve the Transaction.

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Legal Proceedings

There are no actual or pending material legal proceedings to which OSA is, or has been, a party or of which any of its assets is, or has been, the subject matter, and management of OSA is not aware of any such legal proceedings contemplated against OSA.

Auditor, Transfer Agent and Registrar

Auditor

The auditors of OSA are Davidson & Company LLP, Chartered Professional Accountants, located at 1200-609 Granville Street, PO Box 10372, Pacific Centre, Vancouver, British Columbia, Canada, V7Y 1G6.

Transfer Agent and Registrar

OSA’s transfer agent and registrar is Computershare Investor Services Inc., located at 510 Burrard Street, 3rd Floor, Vancouver, British Columbia, Canada, V6C 3B9.

Material Contracts

OSA has not entered into any material contracts, other than contracts entered into in the ordinary course of business, except:

a) the CPC Escrow Agreement;
b) the Agency Agreement; and
c) the Acquisition Agreement.

Copies of the foregoing contracts will be available for inspection at the offices of OSA, located at 25th Floor, 700 West Georgia Street, Vancouver, BC V7Y 1K8 Attention: Scott Kelly, at any time during ordinary business hours until the Closing and for a period of thirty (30) days thereafter.

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INFORMATION CONCERNING VECTOR

The following information has been provided by Vector and is presented on a pre-Transaction basis. Please see the discussion under "Information Concerning the Resulting Issuer" for pro forma business, financial and share capital information relating to the Resulting Issuer following the Transaction. Unless otherwise specified, all references to anticipated dates, timelines, or periods in this section refer to the fiscal year of Vector, which ends on August 31st of each calendar year.

Corporate Structure

Name and Incorporation

Vector was incorporated under the DGCL on December 12, 2023 under the corporate name "Vector Science and Therapeutics Inc.". Vector's head office is located at 12250 Corporate Parkway, Mequon, WI, 53092 3300 and its registered office is located at 16192 Coastal Hwy in the City of Lewes, County of Sussex, State of Delaware.

Vector is not a "reporting issuer" under applicable securities legislation and its securities are not listed or posted for trading on any stock exchange.

Intercorporate Relationships

As of the date of this Filing Statement, Vector does not have any subsidiaries.

Directors and Officers of Vector

The following table sets forth the directors and officers of Vector:

Officers	Directors
William Jackson
Chief Executive Officer	Tommy Thompson
Lead Independent Director
Stephen Gledhill
Chief Financial Officer	William Jackson
Chair of the Board
Barry Hix
Chief Commercial Officer	Barry Hix
Director
Tom Bachinski
Chief Technical Officer	Tom Bachinski
Director
Dr. W. Bradley Worthington
Chief Medical Officer	Dr. W. Bradley Worthington
Director

Description of the Business

What Vector Does

Vector Science & Therapeutics develops novel biomechanical devices and active transdermal drug and peptide delivery platforms to equip clinicians with non-systemic, localized interventions targeting a broad cross-section of diseases and conditions where systemic delivery of interventions compromises the therapeutic effect or introduces unacceptable harm. All products are beyond prototype phase.

Vector is committed to improving the lives of patients and the practice of medicine by developing and commercializing technologies that improve clinical outcomes, reduce the economic burden of treatment for patients and payers, and leverage insight secured across the patient's journey with Vector's products to equip medical professionals to deliver personalized intervention.

What Problem is Vector Addressing

Most drugs and therapeutics are delivered either orally (pills or capsules) or via injection. These systemic methods do not target the specific site or tissue intended for treatment. Systemic delivery exposes the entire body to the drug, creating significant risk for drug-to-drug and drug-to-disease complications.

When multiple medications circulate systemically, they can compete for the same metabolic pathways, leading to unpredictable interactions that can diminish therapeutic efficacy or amplify toxicity. Similarly, systemic exposure can exacerbate comorbid conditions, as medications intended for one disease may adversely affect another condition the patient is managing. These complications are particularly pronounced in elderly and chronically ill populations and patients with multiple diseases requiring polypharmacy.

The economic burden of these complications is substantial. In the United States, adverse drug reactions cause approximately 4 hospitalizations per 1,000 people annually and rank among the top 10 causes of death, with associated costs estimated between $30 billion and $180 billion per year. $^{1}$ The opioid epidemic further compounds these challenges, costing Americans an estimated $2.7 trillion in 2023, equivalent to $9.7\%$ of GDP, through healthcare expenditures, lost productivity, and premature death. $^{2}$

Vector's Product Platforms and Applications

Vector develops non-systemic delivery technologies that target specific tissues and regions of the body without relying on traditional injection or oral dosing. By taking a targeted approach, Vector's offerings aim to deliver precise doses while reducing the side effects associated with systemic exposure. Vector's sustained-release capabilities extend therapeutic duration, decreasing the need for multiple doses, improving treatment compliance, and reducing the potential for drug abuse.

Three principles define how Vector delivers therapeutic advantage across every product in its portfolio:

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SMART

Adaptive. Data-driven. Patient-responsive.

Smart delivery means the platform optimizes the therapeutic effect in response to measurable physiological signals rather than relying on population-average dosing schedules.

MECHANISM

Biomarker-responsive dosing

CLINICAL BENEFIT

Optimized therapeutic index per patient

ADVANTAGE

Eliminates fixed-protocol underdosing and overdosing risk

EXPRESSED IN · VectorMist · Biomechanical Module · Transdermal Platform

STEERED

Site-directed. Non-systemic. On target.

Steered delivery is not simply local administration; it is mechanically guided delivery to a precise anatomical target, enabling therapeutic concentrations at the site while eliminating systemic drug burden.

MECHANISM

Mechanically guided non-systemic delivery

CLINICAL BENEFIT

Full therapeutic concentration at target; zero systemic burden

ADVANTAGE

Directly supports 510(k) non-systemic classification

EXPRESSED IN · VectorMist · Biomechanical Module · Transdermal Platform

SUSTAINED

Continuous effect. No compliance required

Sustained delivery keeps the therapeutic in the targeted anatomical region to help ensure the desired clinical effect while also addressing the single greatest failure point in outpatient therapeutics: the gap between prescribed and consumed.

MECHANISM

Extended-duration site-directed release

CLINICAL BENEFIT

Therapeutic window maintained without patient action

ADVANTAGE

Eliminates compliance gap — the #1 failure point in outpatient therapy

EXPRESSED IN · VectorMist · Biomechanical Module · Transdermal Platform

Vector's platforms provide the following advantages compared to conventional drug delivery, systemic injection and current durable medical equipment ("DME"):

Attribute	Vector Platforms	Conventional Drug Delivery	Systemic Injection	Current DME
Non-systemic delivery	✓ Yes	X No	X No	X No
No injection required	✓ Yes	X No	X No	✓ Yes
Targeted tissue delivery	✓ Yes	◎ Partial	X No	◎ Partial
Sustained effect	✓ Yes	◎ Partial	X No	◎ Partial
Opioid-free pathway	✓ Yes	◎ Partial	X No	✓ Yes
Smart dosing / biomarkers	✓ Yes	X No	X No	X No
Multi-therapeutic platform	✓ Yes	X No	X No	X No

LASS Platform

VectorMist is a catheter-based system designed for targeted delivery of atomized therapeutics directly into the surgical field during laparoscopic procedures. This novel approach provides access to the operative field for procedures such as hernia repairs and laparoscopic cholecystectomy. A prototype of VectorMist is shown below.

The device delivers an atomized combination of drugs through the catheter into the operating field, with the specific therapeutic combination determined by the surgeon and anesthesiologist during surgery. A visual of the device is shown below.

By delivering medication directly to the target tissue rather than systemically, patients experience less nausea, faster recovery, and shorter stays in the recovery unit. Direct tissue infiltration also produces a quicker onset of analgesia, longer duration and minimal exposure of drug influence on non-targeted organs.

With approximately 15 million laparoscopic surgeries performed each year globally, nearly 5 million in the United States, VectorMist addresses a substantial market opportunity.

VectorMist is designed and Vector has a design lock down on the atomizing device. Performance testing is completed and commercial production catheters have been made. Additionally, Vector has a tray design with samples made.

The 510(k) submission presents a clear compelling case for substantial equivalence including device description with specifications, substantial equivalence discussion, biocompatibility summary, performance testing results, clinical data, proposed labeling, and quality system information. Vector’s submission strategy emphasizes completeness and clarity, anticipating reviewer questions. Regulatory consultants review draft submissions identifying potential deficiencies before formal submission.

The LASSO Protocol

Establishing the LASSO Protocol as the clinical standard requires deliberate engagement of the surgeons and institutions who shape peer behavior, generate publishable evidence, and set the expectations of early adopters in laparoscopic surgery.

Vector will target the participation of surgeons, institutions and medical professionals, focusing on the following:

High-volume laparoscopic surgeons (the clinical champions)

General and minimally invasive surgeons performing 20 or more laparoscopic cases per month are the primary target. These practitioners have the procedure volume to generate outcomes data rapidly, the peer credibility to influence adoption within their practice group, and the clinical authority to champion protocol changes in their ASC or hospital system. Early adopters become the reference surgeons who anchor VectorMist’s published case series and registry data.

Anesthesiology partners (the perioperative integrators)

Anesthesiologists control perioperative pain management protocols and are natural allies in opioid-sparing initiatives. Their endorsement of the LASSO Protocol as a multimodal analgesia component is intended to validate the pharmacologic rationale for atomized delivery and creates a cross-disciplinary adoption pathway. Enhanced Recovery After Surgery (ERAS) protocol committees within health systems represent a structured entry point for institutional integration.

Surgical Society Key Opinion Leaders (“KOLs”) (the protocol validators)

KOLs affiliated with Society of American Gastrointestinal and Endoscopic Surgeon, American College of Surgeons, and specialty societies carry disproportionate influence over protocol adoption across the surgical community. Engaging two to four KOLs to present LASSO Protocol outcomes at major annual meetings creates a peer-validation halo that accelerates adoption beyond what direct sales can achieve. Podium presentations and peer-reviewed publications authored by recognized names establish scientific legitimacy.

ASC Medical Directors (the institutional gatekeepers)

Medical directors at high-volume laparoscopic ASCs function as both clinical leaders and operational decision-makers. Their adoption of the LASSO Protocol as a facility standard drives systematic, repeatable use across every surgeon on staff, multiplying impact beyond a single champion relationship. Clinical data identifying top-volume laparoscopic ASCs enables precision targeting of these influencers at the facility level.

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Vector Biomechanical Transdermal Platform

The Vector BTP delivers therapeutic effects as (a) a standalone technology, (b) a synergistic complement to therapeutic peptides, and (c) a partner to pharmaceuticals. Built on three core principles, Smart, Steered, and Sustained delivery, the device provides therapeutic benefit through its biomechanical action while simultaneously enabling targeted transdermal drug delivery with attributes which favor tissue permeability:

Smart: The platform incorporates intelligence through biomarker monitoring that optimizes biomechanical dosing in real time, ensuring patients receive optimized therapeutic levels. The BTP's built-in capability to track utilization and monitor biomarkers such as gait quality as a surrogate for pain enables real-time adherence monitoring and outcome validation.
Steered: Therapeutics are directed into targeted tissue, bypassing systemic circulation and concentrating medication where it is needed most while minimizing exposure to non-targeted areas.
Sustained: Using a combination of patent-pending molecular transport technologies, the device enables controlled delivery aimed at maintaining consistent therapeutic levels over time.

This approach offers significant advantages over traditional oral and injectable routes, including improved bioavailability, reduced side effects, enhanced patient compliance, and the elimination of painful injections. A photo of the Vector BTP and its interaction with a mobile device is set out below.

The Vector BTP is in the development stage. Vector has various design prototypes and circuits which have been tested and function as intended. Vector still has substantial work needed to get to commercial-ready prototypes. Vector expects to achieve design lock down in calendar year 2027.

To achieve FDA compliance, Vector will first file as a device for mechanical pain management without drug delivery. This sets Vector up for an easier path with the drug delivery, given the device will already be approved. Vector expects to file on the non-drug delivery device in early 2027. The filing on the drug delivery is anticipated in late 2027.

As standalone therapeutic device, the Vector BTP likely qualifies for $510(\mathrm{k})$ clearance claiming substantial equivalence to physical therapy modalities including ultrasound, pulsed electromagnetic field, or other energy-based therapeutic devices. When used as drug delivery platform, the BTP may pursue $510(\mathrm{k})$ as drug delivery system, with specific drug-device combinations potentially requiring separate submissions or falling under pharmaceutical partner filings.

The BTP standalone development targets design verification and validation within 15 to 18 months, pilot clinical studies within 24 months, 510(k) submission within 30 months, FDA clearance and commercial launch within 36 months. Drug delivery platform development through pharmaceutical partnerships has longer timelines with pharmacokinetic studies within twenty-four months, Phase II efficacy studies within 36 to 48 months, and regulatory submissions within 48 to 60 months.

Testing and Validation of Vector Products

Design verification and validation of Vector’s products follow FDA guidance and ISO 13485 requirements. For VectorMist, verification confirms atomization particle size distribution, flow rates, catheter integrity, drug delivery accuracy, and sterility maintenance. Validation demonstrates the device performs as intended in actual surgical conditions including field coverage, tissue penetration, therapeutic duration, and user satisfaction.

For the BTP, verification confirms biomechanical energy delivery, biomarker monitoring accuracy, utilization tracking reliability, and drug delivery profiles. Validation demonstrates therapeutic benefit as standalone intervention, outcome improvements with drug delivery, adherence monitoring correlation with outcomes, and workflow integration across clinical settings.

Biocompatibility testing of Vector’s products follows ISO 10993 standards appropriate to device classification and contact duration. Electrical safety for the transdermal device follows IEC 60601 standards. Software validation follows IEC 62304 standards. Usability engineering follows FDA human factors guidance, with formative studies informing design and summative validation confirming safe effective use across user groups.

Pivotal studies for 510(k) clearance enroll one hundred fifty to two hundred patients across five to seven sites including academic and community hospitals. Study design emphasizes pragmatic endpoints meaningful to clinical practice. Primary effectiveness endpoints demonstrate non-inferiority or superiority for analgesia duration and opioid consumption. Primary safety endpoints address adverse events. Secondary endpoints measure recovery time, length of stay, satisfaction, and health economics.

Clinical Development

The Vector BTP pursues parallel tracks validating standalone therapeutic benefit and demonstrating enhanced drug delivery through pharmaceutical partnerships. Standalone device validation begins with pilot studies in collegiate athletes with acute musculoskeletal injuries, comparing device treatment to standard care. Enrollment of forty to sixty athletes allows comparison of recovery time, return to play, pain trajectories, and functional outcomes through gait analysis.

Subsequent studies expand to workers' compensation patients, older adults with osteoarthritis, and post-surgical orthopedic patients, emphasizing return to work, healthcare utilization, satisfaction, and total costs. Biomarker monitoring provides objective outcomes differentiating our device from competitors unable to document adherence or quantify functional improvement.

Drug delivery platform studies can occur through pharmaceutical partnerships with study design tailored to specific drugs and indications. Early-phase pharmacokinetic studies compare transdermal delivery to existing formulations. Efficacy studies compare drug-device combinations to standard care using regulatory-endorsed endpoints.

Marketing Strategy

The anticipated launch date of VectorMist is early calendar Q4, 2026. The VectorMist target markets will be ASCs, academic medical centers and hospitals performing high volumes of laparoscopic procedures. Although not technically required for regulatory approval, the VectorMist’s clinical development follows a staged approach generating evidence supporting FDA clearance while building adoption momentum. Clinical specialists are intended to provide training and support to ensure successful adoption and consistent outcomes. The below chart sets out the current distribution, projected annual growth and strategic relevance for VectorMist.

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Laparoscopic Surgery: Market Share and Growth by Facility Type

Facility Type	Description & Common Procedures	Facility's Market Share of Surgical Procedures	Annual Growth	Strategic Note
ASCs	Fastest-growing setting. CMS expanding approved procedure list; payers actively pushing volume here due to cost advantages.	72%	+2.5%/yr	Primary VectorMist target. Highest volume, most autonomous surgeons. Physician-owned model reduces VAC friction. Clinical support group can identity high volume ASC sites for prioritized outreach.
Hospital Outpatient Departments	Large, established segment. Same-day surgery now standard for lower-complexity cases, though losing share to ASCs on cost grounds.	18%	+1.8%/yr	Secondary target. Higher institutional complexity with VAC involvement likely. Strong for outcomes data collection and thought leadership given academic HOPD affiliation.
Hospital Inpatient	Declining share as cases migrate outward. Remains home to highest-complexity and highest-quality laparoscopic cases.	10%	-1.0%/yr	Lower priority for early adoption. Complex cases involve longer operative times and conversion risk. Potential for expanded indication as VectorMist clinical data matures.

The Vector BTP target markets are segments where objective outcome tracking provides maximum competitive advantage, including professional and collegiate athletic programs, physical therapy practices, sports medicine clinics, occupational health programs, and workers' compensation carriers. Professional and collegiate athletic programs represent an ideal initial target because these organizations already invest in advanced rehabilitation technologies and face increasing pressure to demonstrate return on investment. Workers' compensation programs represent a second priority segment where the device's outcome tracking capabilities directly address payer demands for demonstrated efficacy and cost-effectiveness. The sales model of Vector BTP will utilize the phased approach of the VectorMist product, while adapting to differing buying dynamics.

Vector's marketing strategy also is intended to emphasize thought leadership development through peer-reviewed publications, conference presentations at major medical meetings, white papers on biomechanical drug delivery science, and case studies demonstrating clinical outcomes.

In the medical devices industry, both Vector's chief executive officer and chief commercial officer have extensive marketing experience and have developed multiple multi sales channels. Further, they have established clinical and distribution relationships that will be leveraged as Vector moves to full operations, distribution and sales.

In connection with VectorMist and the BTP, Vector holds two primary patent applications in the United States:

Multimodal neuromodulatory pain management and active vectored transdermal pharmaceutical platform delivery system; and
Interoperative drug delivery catheter for spraying fluid-based medicine into endoscopic body cavities.

Vector intends to file additional patent applications in 2026.

Supply Chain and Quality Assurance

Critical VectorMist components include medical-grade tubing, atomization nozzles, sterile packaging, and drug vials. Supplier selection emphasizes quality history, regulatory compliance, financial stability, and growth capacity. Vector’s preferred suppliers demonstrate ISO 13485 certification, medical device relationships, validation support willingness, and competitive pricing.

Initially, Vector’s design controls, testing and overall quality assurance are achieved through its existing relationship with MPP Group through quality agreements, in order to define responsibilities to ensure the devices meet specifications, including product specifications emphasizing atomization performance, manufacturing process descriptions, change control procedures, non-conformance handling, audit rights, regulatory inspection support, and document control. Agreements address out-of-specification atomization results, process deviations, complaints potentially related to atomization, and supply disruptions. During 2026 and 2027 (and thereafter, if necessary) Vector plans to re-evaluate this alliance to ensure continued economies and efficiencies remain and if not, will look to integrating this outsourced process in house.

Vector's quality management system follows FDA Quality System Regulation and ISO 13485 standards and cGMP, establishing policies and procedures governing activities affecting product quality. The system addresses management responsibility, design and development controls, purchasing and supplier management, production and process controls, acceptance activities, corrective and preventive action, and document and record control.

Implementation Roadmap

Year 1 (2026) is intended to establish commercial infrastructure for VectorMist while advancing transdermal platform development, including the: (a) recruitment of initial regional sales leaders; (b) formation of a Scientific Advisory Board; (c) securing FDA clearances for VectorMist; (d) launching Vector’s corporate website; (e) creating marketing materials; (f) publishing foundational research; and (g) securing further funding. Vector’s sales force is expected to increase with focus on early adopter ambulatory surgery centers.

Year 2 (2027) will focus on scaling VectorMist commercialization and initiates transdermal partnerships. Vector intends to expand to national sales coverage with up to twenty-five representatives, negotiate group purchasing organization contracts with major group purchasing organizations, publish VectorMist outcomes data and present at major conferences, execute two to three pharmaceutical partnership agreements for transdermal platform, expand Vector’s team with a vice president of business development and medical affairs professionals, and build payor evidence dossiers.

Year 3 (2028) will emphasize market leadership for VectorMist and acceleration of the Vector BTP commercialization. Vector intends to increase utilization within existing accounts, begin international expansion, establish manufacturing partnerships, advance lead transdermal program through clinical development toward regulatory submission, expand transdermal pipeline with additional indications and partners, secure growth capital financing, and build commercial organization infrastructure for direct commercialization of certain transdermal products. International expansion would require Conformité Européenne marking for European Union sales, Health Canada approval for Canada, Therapeutic Goods Administration approval for Australia, and Pharmaceuticals and Medical Devices Agency approval for Japan. Vector’s international strategy would leverage its existing US approval data in order to minimize duplicative testing. Additionally, Vector would rely on regulatory consultants to guide submissions addressing country-specific requirements.

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Significant Acquisitions

On that as may be described herein, Vector has not completed any significant acquisition or disposition.

Selected Financial Information

A summary of selected financial information of Vector for the audited periods from the date of incorporation (December 12, 2023) to August 31, 2024 and the year ended August 31, 2025, and for the unaudited interim three-month period ended November 30, 2025, is set out below and should be read in conjunction with the Vector Financial Statements attached hereto as Schedule "C".

($)	Three-month Period Ended November 30, 2025 (Unaudited) USD	Period from August 31, 2024 to August 31, 2025 (Audited) USD	Period from date of incorporation (December 12, 2023) to August 31, 2024 (Audited) USD
Revenue	Nil	Nil	Nil
Net Income or (Loss)	(987,788)	(898,009)	Nil
Total assets	2,232,279	3,005,048	600
Total liabilities	1,244,645	1,280,319	Nil
Total shareholders' equity	987,636	1,724,731	600

As of the date of this Filing Statement, Vector had cash and cash equivalents of approximately $400,000.

Management's Discussion and Analysis

The MD&A of Vector for the audited periods from the date of incorporation (December 12, 2023) to August 31, 2024 and the year ended August 31, 2025, and for the unaudited interim three-month period ended November 30, 2025, is attached to this Filing Statement as Schedule "D".

The MD&A should be read in conjunction with the remainder of this Filing Statement, including sections entitled "Pro Forma Financial Information" and "Risk Factors" and each of their respective audited financial statements and related notes thereto. The results for the periods presented are not necessarily indicative of the results that may be expected for any future period. See the discussion under the section "Forward Looking Information".

Description of Securities

Vector Shares:

The authorized capital of Vector consists of 22,000,000 Vector Shares. As of the date of this Filing Statement, there are 11,585,538 Vector Shares issued and outstanding.

Vector issued 5,585,538 Vector Shares in connection with the Vector 2025 Unit Offering. As part of the Merger the holders of Vector Shares will exchange their Vector Shares for Resulting Issuer Shares in an amount equal to the Exchange Ratio (ten (10) Resulting Issuer Shares for every one (1) Vector Share held immediately before the Effective Time).

Pursuant to the terms of the SAC Agreement, immediately prior to the closing of the Transaction, Vector will pay to the consultant $879,900 in cash which will immediately thereafter be used by the consultant to subscribe for 879,900

Vector Shares (at an issue price of $1.00 per Vector Share) which will immediately thereafter be exchanged for 8,790,900 Resulting Issuer Shares pursuant to the Merger.

Other than the stockholders agreement dated December 31, 2024, as amended by an amending agreement dated May 8, 2025, among Vector and the Vector Shareholders, there are no shareholders’ agreements, pooling agreements, voting trusts or other similar agreements with respect to the ownership or voting of any of the Vector Shares.

Vector Warrants:

Vector issued 5,585,538 Vector Warrants pursuant to the Vector 2025 Unit Offering. Each Vector Warrant entitles the holder thereof to acquire one (1) Vector Share at a subscription price of $2.50 until June 27, 2028.

As part of the Merger, each Vector Warrant will be exchanged for ten (10) Resulting Issuer Warrants with each such Resulting Issuer Warrant entitling the holder thereof to acquire one (1) Resulting Issuer Share at an exercise price of $0.25 per Resulting Issuer Share.

Vector Advisory Warrants:

Vector issued 386,435 Vector Advisory Warrants in connection with the Consulting Agreement for a consultant finding certain investors in connection with the Vector 2025 Unit Offering. Each Vector Advisory Warrant entitles the holder to one (1) Vector Share at an exercise price of CAD$2.50 per Vector Share until July 31, 2028.

As part of the Merger, each Vector Advisory Warrant will be exchanged for ten (10) Resulting Issuer Advisory Warrants with each such Resulting Issuer Warrant entitling the holder thereof to acquire one (1) Resulting Issuer Share at an exercise price of $0.25 per Resulting Issuer Share.

Vector Options:

On November 16, 2025, the Vector Board appointed Tommy Thompson to the Vector Board. In conjunction with his appointment, Vector issued 500,000 Vector Options. In addition to the foregoing, pursuant to the terms of the Consulting Agreement, and subject to the policies of the Exchange, on the date of closing of the Transaction, Vector will issue to Cor Capital Inc. 100,000 Vector Options at an exercise price of $1.00 per Vector Share, exercisable for a period of five years from the date of grant.

Each Vector Option entitles the holder to purchase one (1) Vector Share at an exercise price of $1.00 per Vector Share for a period of five (5) years from the date of grant. As part of the Merger, each Vector Option will be exchanged for ten (10) Resulting Issuer Options with each such Resulting Issuer Option entitling the holder thereof to acquire one (1) Resulting Issuer Share at an exercise price of $0.10 per Resulting Issuer Share;

Other than the (i) Vector Warrants; (ii) Vector Advisory Warrants; (iii) Vector Options; and (iv) the securities issuable under the SAC Agreement and Consulting Agreement, Vector does not have, directly or indirectly any outstanding subscriptions, options, rights, warrants or other agreements or commitments obligating Vector to sell or issue any additional shares or securities of any class of Vector or any securities convertible or exercisable into any shares of any class of Vector.

Consolidated Capitalization

The following table outlines the capitalization of Vector as at November 30, 2025, and as at the date of the Filing Statement. The table should be read in conjunction with the Vector Financial Statements.

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Designation of Security	Amount Authorized	Outstanding as of November 30, 2025	Outstanding as of date of Filing Statement prior to giving effect to the Transaction
Vector Shares	22,000,000	11,585,538	11,585,538
Vector Warrants	N/A	5,585,538	5,585,538
Vector Advisory Warrants	N/A	386,435	386,435
Vector Options	N/A	500,000	500,000

Stock Option Plan

Vector has not adopted an incentive stock option plan.

Prior Sales

Since the date of incorporation, 11,585,538 Vector Shares have been issued and are currently outstanding. Other than as described under “Description of Securities” above, Vector has not issued any other Vector Shares or securities that are convertible or exchangeable into Vector Shares during the 12-month period prior to the date of this Filing Statement.

Trading Price and Volume

The Vector Shares are not listed for trading on any stock exchange or market.

Executive Compensation

William Jackson, Chief Executive Officer, Stephen Gledhill, Chief Financial Officer, Barry Hix, Chief Commercial Officer, Thomas Bachinski, Chief Technology Officer and Dr. W. Bradley Worthington, Chief Medical Officer are the Named Executive Officers of Vector.

Tommy Thompson, William Jackson, Barry Hix, Tom Bachinski and Dr. W. Bradley Worthington are the members of the Vector Board.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets forth the compensation paid, payable, awarded granted, given or otherwise provided, directly or indirectly, to each director and Named Executive Officer of Vector during the period from December 12, 2023 (when Vector was formed) to August 31, 2025.

Name and principal position(s)	Period Ended August 31	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	All other compensation ($)	Total compensation ($)
Tommy Thompson
Lead Independent Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2025	Nil	Nil	Nil	Nil	Nil	Nil
William Jackson	2024	Nil	Nil	Nil	Nil	Nil	Nil

Chair of Vector Board and Chief Executive Officer^{1)}	2025	41,763	Nil	Nil	Nil	Nil	41,763
Barry Hix
Director and Chief Commercial Officer^{2)}	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2025	56,380	Nil	Nil	Nil	Nil	56,380
Tom Bachinski
Director and Chief Technology Officer^{3)}	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2025	66,821	Nil	Nil	Nil	Nil	66,821
Dr. W. Bradley
Worthington
Director and Chief Medical Officer	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2025	41,763	Nil	Nil	Nil	Nil	41,763
Stephen Gledhill
Chief Financial Officer^{4)}	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2025	22,500	Nil	Nil	Nil	Nil	22,500

Note:
1. Mr. Jackson’s compensation is made to 628324 Ontario Inc., a company controlled by Mr. Jackson.
2. Mr. Hix’s compensation is made to Six Bridges Advisory, a company controlled by Mr. Hix.
3. Mr. Bachinski’s compensation is made to Futureworks Innovative Engineering, LLC, a company controlled by Mr. Bachinski.
4. Mr. Gledhill was appointed Chief Financial Officer on July 14, 2025.
5. Mr. Gledhill’s compensation if made to Keshill Consulting Associates Inc., a company controlled by Mr. Gledhill.

Compensation Discussion and Analysis

The Vector Board performs the duties of a compensation committee, as such entities do not have a defined compensation committee. The purpose of this compensation discussion and analysis is to provide information about executive compensation philosophy, objectives and processes and to discuss compensation decisions relating to Vector’s senior officers and directors for the financial year ended August 31, 2025.

The Vector Board did not establish any quantifiable criteria during the financial year ended August 31, 2025 with respect to base compensation payable, bonuses, director fees, or the amount of equity compensation granted to Named Executive Officers or directors and did not benchmark against a peer group of companies.

Vector has not adopted an incentive stock option plan. Vector does not maintain any defined benefit, contribution, or pension plans and no Named Executive Officer or director of Vector was eligible for any payments or other benefits in connection with retirement under any defined benefit, contribution, or pension plan during the fiscal year ended August 31, 2025, or at any time from August 31, 2025 to the date of this Filing Statement.

Compensation Governance

The Vectors Board administers Vector’s executive compensation program and is responsible for, among other things, reviewing and making decisions with respect to the compensation policies and practices of Vector and annually reviewing and approving the remuneration of the senior officers of Vector. The Vector Board ensures that total compensation paid to Named Executive Officers is fair, reasonable and consistent with Vector’s compensation philosophy.

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Philosophy and Objectives

The Vector Board oversees executive compensation in accordance with the terms of consulting and management consulting agreements between Vector and its directors and named executive officers. These agreements govern compensation arrangements approved by the Board, with the objective of supporting Vector's operations and aligning the interests of management and shareholders through prudent governance and clear contractual terms. Achievement of corporate objectives is expected to contribute to shareholder value.

Elements of Executive Compensation

Vector provides its executive officers with fixed compensation consisting of fees as set out in their respective consulting and management consulting agreements approved by the Vector Board. The amount, timing, and any adjustments to such compensation are determined pursuant to those agreements and applicable corporate approvals. For more information on such agreements, see the section under the heading “Information Concerning Vector – Employment, Consulting and Management Agreements” below.

Risks

The Vector Board recognizes that compensation structures can create incentives for inappropriate or excessive risk-taking. Vector mitigates this risk by establishing executive fees under written consulting and management consulting agreements approved by the Vector Board. These agreements set out fixed compensation parameters, scope of services, and approval and review mechanisms, which provide clear governance over compensation and limit discretion.

Stock Options and Other Compensation Securities

No option-based awards or share-based awards value vested during the financial year ended August 31, 2025, and no non-equity incentive plan compensation was earned during the financial year ended August 31, 2025 for any Named Executive Officer or director of Vector.

Incentive Plan Awards

There were no incentive based awards outstanding as at August 31, 2025. Other than the 500,000 Vector Options issued to Mr. Thompson upon him joining the Vector Board, no incentive based awards have been granted to any NEO or director of Vector since December 12, 2023 (the date of incorporation).

Pension Plan Benefits

Vector does not provide a pension to any of its Named Executive Officers or directors.

Employment, Consulting and Management Agreements

Other than as set out below, during the most recently completed financial year, Vector was not a party to any agreement or arrangement under which compensation was provided or is payable in respect of services provided to Vector that were performed by a director or Named Executive Officer or performed by any other party that are services typically provided by a director or a Named Executive Officer.

638324 Ontario Inc.

Vector has entered into the 638324 Agreement with 638324 Ontario Inc., a company controlled by William Jackson, whereby Mr. Jackson provides executive, management and Chief Executive Officer services to Vector.

Pursuant to the 638324 Agreement, 638324 Ontario Inc. is entitled to monthly fee of $13,921 (US$10,000). The 638324 Agreement provides for standard indemnity provisions in favour of Vector. The 638324 Agreement terminates

on May 31, 2026. The 638324 Agreement automatically renews each June 1st unless terminated by either party with a minimum of thirty (30) days’ notice to the other.

FutureWorks Innovative Engineering, LLC

Vector has entered into the FutureWorks Agreement with FutureWorks Innovative Engineering, LLC, a company controlled by Thomas Bachinski, whereby Mr. Bachinski provides Chief Technology Officer services to Vector.

Pursuant to the FutureWorks Agreement, FutureWorks Innovative Engineering, LLC is entitled to monthly fee of $22,273 (US$16,000). The FutureWorks Agreement provides for standard indemnity provisions in favour of Vector. The FutureWorks Agreement automatically renews each June 1st unless terminated by either party with a minimum of thirty (30) days’ notice to the other.

Dr. Bradley Worthington

Vector has entered into the Worthington Agreement with Dr. W. Bradley Worthington, whereby Dr. Worthington provides executive, management and Chief Medical Officer services to Vector.

Pursuant to the Worthington Agreement, Dr. Worthington is entitled to monthly fee of $13,921 (US$10,000). The Worthington Agreement provides for standard indemnity provisions in favour of Vector. The Worthington Agreement automatically renews each June 1st unless terminated by either party with a minimum of thirty (30) days’ notice to the other.

Six Bridges Advisors

Vector has entered the Six Bridges Agreement with Six Bridges Advisors, a company controlled by Barry Hix, whereby Mr. Hix provides executive, management and Chief Commercial Officer services to Vector.

Pursuant to the Six Bridges Agreement, Six Bridges Advisors is entitled to monthly fee of $18,793 (US$13,500). The Six Bridges Agreement provides for standard indemnity provisions in favour of Vector. The Six Bridges Agreement automatically renews each June 1st unless terminated by either party with a minimum of thirty (30) days’ notice to the other.

Keshill Consulting Associates Inc.

Vector has entered into the Keshill Agreement with Keshill Consulting Associates Inc., a company controlled by Stephen Gledhill, whereby Mr. Gledhill provides executive, management and Chief Financial Officer services to Vector.

Pursuant to the Keshill Agreement, Keshill Consulting Associates Inc. is entitled to monthly fee of $10,441 (US $7,500) (plus HST, if applicable). Keshill Consulting Associates Inc. is also entitled to the reimbursement of reasonable business expenses, provided such that expenses are approved by Vector. The Keshill Agreement provides for standard indemnity provisions in favour of Keshill Consulting Associates Inc. The Keshill Agreement automatically renews each July 1st for a one-year period unless terminated by either party with ninety (90) days’ notice to the other.

Non-Arm's Length Party Transactions

Vector engages in transactions in the normal course of operations which were measured at the exchange amount, which is the amount of consideration established and agreed to by related parties. The parties are related by virtue of common ownership. Included in related party transactions are transactions with key managers and executive compensation to key managers. Key management includes the directors and Named Executive Officers. Others include the Company’s Chief Commercial Officer, Chief Medical Officer and Chief Technology Officer. Related party activity for the year ended August 31, 2025 is as follows:

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	As at August 31, 2025
Transactions with key managers	$250,000
Executive compensation to key managers	$164,814
Transactions with shareholders	$2
Total:	$414,816

Transactions with Key Managers

During the year ended August 31, 2025, Vector entered into a statement of work ("SOW1") with Attwill, a company in which William Jackson, Vector's Chief Executive Officer and Director, is a shareholder. Pursuant to SOW1, Vector paid Attwill a fee of $348,000 (US$250,000) and Attwill provided services and deliverables representing engineering evaluations, testing, regulatory approvals (as necessary), trials and manufacturing of Vector's pilot and prototype VectorMist and its BTP products.

On November 27, 2025, in order to expand on its product offerings to clinicians and pharmacies, Vector entered into a second statement of work ("SOW2") with Attwill. SOW2 sets out that Attwill will provide services and deliverables for the formulation development, filling and freeze-drying as well as any testing, regulatory approvals required for two additional drug options for insertion in its VectorMist and BTP products. Pursuant to SOW2, Vector will pay a total of $418,000 (US$300,000) over a period of six (6) months.

Executive compensation to Key Managers

Executive compensation paid to key managers is made pursuant to the Executive Agreements (see the "Employment, Consulting and Management Agreements" section, above).

Amounts included in due from/(to) related parties totaling $(224) are as follows:

	As at August 31, 2025
Due from related parties	$450
Due to related parties (expense reimbursement)	$(674)

Amounts due to related parties are due on demand, have no fixed term of repayment and bear an interest rate of 0% per annum.

Legal Proceedings

There are no legal proceedings material to Vector to which Vector is a party or of which any of its property is the subject matter, since the beginning of Vector's most recently completed financial year. Additionally, to the reasonable knowledge of the management of Vector there are no such proceedings contemplated.

Notwithstanding the foregoing, in early 2026, certain of the co-founders received correspondence from an individual that he and his wife (the "Complainants") developed the original Vector concept through a prior entity ("Prior Entity"). The Prior Entity was formed and subsequently abandoned by the Complainants without the knowledge, participation, or authorization of any Vector founder, none of whom held any interest in the Prior Entity. No intellectual property, technology, or protectable assets of any kind were developed within or contributed by the Prior Entity, and no founder's contribution to Vector derived from the Prior Entity. Vector believes that there is no basis

for this claim. In mid-January 2026, Vector requested any documents supporting the allegations. Since the date of such request, no such documents have been provided.

Investor Relations Agreements

The Exchange has determined that the services being provided under following agreements are considered investor relations services in accordance with Exchange Policy 3.4:

The SAC Agreement. Pursuant to the terms of the SAC Agreement, the consultant provided consulting services consisting of providing Vector information, introductions, advisory services and assistance in connection with the Transaction. These services included research on reverse takeover and going public opportunities and finding OSA, introductions to advisors including legal counsel and Vector’s Chief Financial Officer, advice on capital structure and transaction structure, and facilitating the Transaction. In exchange for such services, immediately prior to the closing of the Transaction, Vector will pay to the consultant a success fee which will in turn be used to subscribe for Vector Shares. Except for Vector’s obligation to pay the success fee, the engagement concluded on September 30, 2025.
The Consulting Agreement. Pursuant to the terms of the Consulting Agreement, the consultant was engaged to provide consulting services, consisting of introducing Vector to the consultant’s network of institutional investors, high net worth investors and investment advisers, and providing advice with respect to capital structure, corporate development and financing, merger and capital raising opportunities for the purpose of developing Vector’s business. In consideration for these services, the consultant: (a) was paid a monthly consulting fee; (b) is entitled to be issued 100,000 Vector Options on the date of closing of the Transaction; and (c) was entitled to a cash fee equal to 8% of the proceeds received by Vector from the issuance of securities to investors introduced to Vector by the consultant and Advisory Warrants equal to 8% of the number of securities issued to investors introduced to Vector by the consultant. The consultant used the monthly consulting fee to subscribe for Vector Units. Except for the obligation to issue the Vector Options, the engagement concluded on August 31, 2025.
An amended and restated advisory agreement between Vector and August D&J Capital, LLC dated October 31, 2025. Per the terms of this agreement, for a monthly advisory fee, the advisor was engaged to, inter alia, introduce Vector to the advisor’s network of institutional investors, high net worth investors and investment advisers and leverage existing relationships for the benefit of Vector. The advisor used the monthly advisory fee to subscriber for Vector Units. The engagement concluded on December 5, 2025.

Material Contracts

Vector has not entered into any material contracts, other than in the ordinary course of business, except:

the Acquisition Agreement;
the SOW1, as noted above;
the SOW2, as noted above;
the SAC Agreement;
the 638324 Agreement;
the Worthington Agreement;
the FutureWorks Agreement;
the Six Bridges Agreement;
the assignment of patent agreement between William Bradley Worthington, Barry Hix and Thomas J. Bachinski, as inventors, and Vector, as assignee, dated February 10, 2025; and
the assignment of patent agreement between William Bradley Worthington, Thomas J. Bachinski, Barry Hix, Bill Jackson, as assignors, and Vector, as assignee, dated November 17, 2025, as amended on February 28, 2026.

For a description of the Acquisition Agreement, see “The Proposed Transaction – Acquisition Agreement”.

Copies of these contracts may be inspected without charge during regular business hours at the office located at 12250 Corporate Parkway, Mequon, WI, 53902 3300, Attention: Chief Financial Officer, until the Closing and for a period of thirty (30) days thereafter.

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THE PROPOSED TRANSACTION

Details of the Transaction

Since OSA’s initial listing on the Exchange, management has selectively reviewed certain opportunities to complete a Qualifying Transaction, including a merger or business combination with other corporations with assets or business activities which would meet the initial listing requirements of the Exchange. After the consideration of several factors and the review of various documents relating to the business, assets, and liabilities of Vector, on November 27, 2024, OSA and Vector entered into a letter of intent with Vector in respect of OSA’s proposed Qualifying Transaction, describing the principal terms and conditions of the Transaction, which letter of intent was amended on March 24, 2025, amended and restated on October 1, 2025, and further amended on December 30, 2025.

Acquisition Agreement

On April 14, 2026, OSA, Newco and Vector entered into the Acquisition Agreement. Pursuant to the Acquisition Agreement, the Transaction will result in a merger between Vector and Newco, and upon completion of the Merger, Mergeco will be a wholly owned subsidiary of OSA. Upon completion of the Transaction, the Resulting Issuer will carry on the business of Vector and intends to have its registered office located at 1209 Orange Street, Wilmington, DE 19801. Completion of the Transaction is subject to satisfaction of a number of conditions precedent, including, but not limited to, completion of the Offering, receipt of the approval of the Exchange and listing of the Resulting Issuer Shares on the Exchange.

Representations, Warranties and Covenants

The Acquisition Agreement contains certain customary representations and warranties of each of OSA and Vector relating to, among other things, their respective organization, capitalization, qualification, operations, compliance with laws and regulations and other matters, including their authority to enter into the Acquisition Agreement and to complete the Transaction. Pursuant to the Acquisition Agreement, the parties have agreed to use their best efforts to obtain all regulatory and other consents, waivers and approvals required for the completion of the Transaction.

The Acquisition Agreement contains several conditions precedent to the obligations of OSA and Vector thereunder. If any parties' respective conditions are not fulfilled or waived in writing by the other party at or prior to Closing, the Acquisition Agreement may be rescinded by written notice and the Transaction will not be completed.

There is no assurance that the conditions will be satisfied or waived on a timely basis, or at all. The conditions to the Transaction becoming effective are set out in the Acquisition Agreement, and certain conditions are summarized below.

Mutual Conditions

The obligation of each of OSA, Newco and Vector to complete the transactions contemplated by this Agreement, is subject to the fulfillment of each of the following conditions precedent, unless waived in writing by OSA, Newco or Vector, as applicable:

(a) Offering. Newco shall have completed the Offering.

(b) Regulatory and Government Approvals. At Closing, written consents or approvals, in form and substance satisfactory to each of OSA, Newco and Vector, acting reasonably, of any governmental or regulatory agency or Persons whose consent, waivers, forbearance or other approval to the transactions contemplated hereby is required (including pursuant to any contract), and all conditions imposed upon such consents, waivers, forbearance or other approvals have been satisfied, including without limitation, the Exchange.

(c) Listing of Securities. The Resulting Issuer Shares, including the Resulting Issuer Shares issuable in connection with the Transaction and the Offering, have been approved for listing and trading on the Exchange.

(d) Corporate Proceedings. Vector Shareholders shall have approved the Merger in accordance with the Vector Shareholder Consent.

(e) No Prohibition at Law. No prohibition at law against the completion of the transactions contemplated by the Acquisition Agreement shall be in existence and no law, regulation or policy shall have been proposed, enacted, promulgated or applied, the effect of which is to cease trade, enjoin, prohibit or impose material limitations or conditions on either OSA or Vector or which, if the Transaction were completed, would have a material adverse effect on either OSA or Vector.

(f) U.S. Securities Law Exemptions. The issuance of Resulting Issuer Shares to Vector Shareholders and Newco Shareholders to be issued in connection with the Transaction pursuant to the Acquisition Agreement shall be exempt or excluded from, or not subject to, the registration requirements of the U.S. Securities Act (as defined in the Acquisition Agreement) and all applicable state securities laws.

(g) Closing. The Closing occurs on or prior to June 30, 2026 unless Vector and OSA mutually agree in writing to a later date.

(h) Escrow. Any Person who will be a post-Closing shareholder of the Resulting Issuer which is required by the Exchange to sign an escrow agreement in accordance with the policies of the Exchange shall have signed and delivered such agreement.

OSA's Conditions

The obligations of OSA to complete the transactions contemplated herein, are subject to the fulfillment of the following conditions precedent, unless waived in writing by OSA:

(a) Vector's Representations, Warranties and Covenants. Vector shall have executed, delivered and performed all covenants on its part to be performed in the Acquisition Agreement and all representations and warranties contained in the Acquisition Agreement shall be true and correct in all material respects, except where any failure of such representations and warranties to be so true and correct would not, either individually or in the aggregate, have a material adverse effect on Vector, and in each case as of the Closing as if made on and as of such date, except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be accordingly true and correct as of such earlier date, with the same effect as if made on and as of such date, and a certificate to that effect signed by a duly authorized officer of Vector shall have been delivered to OSA as of the Closing;

(b) No Material Change. There must be no material adverse change in the condition (financial or otherwise), assets, liabilities or capitalization of Vector from that described in the Acquisition Agreement, and a certificate to that effect must be signed by a duly authorized officer of Vector and delivered to OSA as of the Closing;

(c) Corporate Proceedings. All necessary steps and corporate proceedings shall have been taken by Vector, the Vector Board and the Vector Shareholders to permit the closing of the Merger;

(d) No Investigations. There must be no inquiry or investigation (either formal or informal), in relation to Vector or any of its directors or officers, commenced or threatened by any officer or official of the Exchange, any Canadian securities commission, or any similar regulatory body having jurisdiction such that the outcome of such inquiry or investigation could have a material adverse effect on Vector, OSA or the Resulting Issuer on Closing;

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(e) No Legal or Regulatory Proceedings. No act, action, suit, proceeding or injunction shall have been threatened or taken before or by any government authority or private Person with respect to Vector, which if decided against Vector would have a material adverse effect on Vector; and

(f) Closing Documents. Vector must have executed and delivered to OSA all documents as OSA may reasonably request for the purposes of completing the Transaction in accordance with the terms of the Acquisition Agreement.

Vector's Conditions

The obligation of Vector to complete the transactions contemplated by the Acquisition Agreement, is subject to the fulfillment of each of the following conditions precedent, unless waived in writing by Vector:

(a) OSA's Representations, Warranties and Covenants. OSA shall have executed, delivered and performed all covenants on its part to be performed hereunder and all representations and warranties contained in the Acquisition Agreement shall be true and correct in all material respects, except where any failure of such representations and warranties to be so true and correct would not, either individually or in the aggregate, have a material adverse effect on OSA, and in each case as of the Closing as if made on and as of such date, except (i) to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be accordingly true and correct as of such earlier date, with the same effect as if made on and as of such date, and a certificate to that effect signed by a duly authorized officer of OSA shall have been delivered to Vector as of the Closing; and (ii) with respect to the issued and outstanding capital of Newco which will reflect securities issued under the Offering, and a certificate to that effect signed by a duly authorized officer of OSA shall have been delivered to Vector as of Closing (which certificate shall reflect the securities issued under the Offering);

(b) No Material Change. There shall not have been any material adverse change in the condition (financial or otherwise), of the OSA Assets, liabilities, capitalization, or business from that described in the Acquisition Agreement and a certificate to that effect signed by a duly authorized officer of OSA shall have been delivered to Vector as of Closing;

(i) the Name Change shall have been completed (including the filing of all requisite material to effect same); and

(ii) all necessary steps and corporate proceedings, as approved by Vector, shall have been taken to permit the Resulting Issuer Shares to be duly and regularly issued by the Resulting Issuer as contemplated in this Agreement;

(d) No Investigations. There must have been no inquiry or investigation (either formal or informal), in relation to OSA, Newco or any of their respective directors or officers, commenced or threatened by any officer or official of the Exchange, any Canadian securities commission, or any similar regulatory body having jurisdiction such that the outcome of such inquiry or investigation could have a material adverse effect on OSA or Newco;

(e) No Legal or Regulatory Proceedings. No act, action, suit, proceeding or injunction shall have been threatened or taken before or by any government authority or private Person with respect to OSA, which if decided against OSA would have a material adverse effect on Vector;

(f) Closing Documents. OSA and Newco shall have executed and delivered to Vector all documents as Vector may reasonably request for the purposes of completing the Transaction in accordance with the terms of the Acquisition Agreement; and

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(g) Resignation and Appointment of Officers and Directors. OSA shall have delivered resignations and mutual releases (in form and substance satisfactory to Vector, acting reasonably) of all current:

(i) officers of OSA; and
(ii) directors of OSA (other than Scott Kelly),

to take effect on Closing, which resignations shall be staged in such a manner that new directors as directed by Vector can be appointed by the remaining board members to fill each vacancy and the board of directors of OSA shall have signed such resolutions as may be necessary to give effect to this reorganization of the board of directors of OSA on Closing.

Termination of Acquisition Agreement

The Acquisition Agreement may be terminated as follows:

(a) At any time prior to Closing upon written agreement of all the parties.
(b) By OSA or Vector by giving notice to the other if the Merger is not completed by 5:00pm (Toronto time) on June 30, 2026 or such later date as OSA and Vector may agree upon in writing.
(c) If, at any time prior to Closing, any representation and warranty, or covenant (which by its terms must be complied with or fulfilled at such time), made or given by Vector in the Acquisition Agreement is not, in the case of a representation and warranty true and correct with the same force and effect as if given at and of such time, and, in the case of a covenant, is not being complied with or fulfilled in all material respects and if such representation and warranty or covenant is not made true and correct or complied with or fulfilled in all material respects by action of Vector within ten (10) days of Vector receiving notice to that effect from OSA, then OSA, at the expiry of such period, by giving notice to Vector, may terminate the Acquisition Agreement and its obligations thereunder.
(d) If, at any time prior to Closing, any representation and warranty, or covenant (which by its terms must be complied with or fulfilled at such time), made or given by OSA in the Acquisition Agreement is not, in the case of a representation and warranty true and correct with the same force and effect as if given at and of such time, and, in the case of a covenant, is not being complied with or fulfilled in all material respects and if such representation and warranty or covenant is not made true and correct or complied with or fulfilled in all material respects by action of OSA within ten (10) days of OSA receiving notice to that effect from Vector, then Vector, at the expiry of such period, by giving notice to OSA, may terminate this Agreement and its obligations hereunder.

A copy of the Acquisition Agreement will be available under OSA's company profile on SEDAR+ at www.sedarplus.ca. The summary of the Acquisition Agreement contained in this Filing Statement is qualified in its entirety by reference to the full version of the Acquisition Agreement.

Offering

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On closing of the Offering, the Escrowed Funds will be delivered to and will be held in escrow by the Escrow Agent on behalf of Newco Subscription Receipt holders. The Escrowed Funds will be released to Newco upon the satisfaction and/or waiver of the Escrow Release Conditions at or before the Escrow Release Deadline, at which time each Newco Subscription Receipt shall automatically be exchanged as described above.

In the event that the Escrow Release Conditions are not satisfied and/or waiver at or before the Escrow Release Deadline, the Escrowed Proceeds will be returned to each holder of Newco Subscription Receipts in an amount equal to the aggregate purchase price for the Newco Subscription Receipts held by such holder. To the extent that the Escrowed Funds are insufficient to refund such amounts to the holders of the Newco Subscription Receipts, Newco will be liable for and will be required to contribute such amounts as are necessary to satisfy any shortfall.

Name Change

Immediately prior to the Merger, OSA is required to file articles of amendment to affect the Name Change.

Merger

Pursuant to the Merger Agreement, the form of which is affixed to the Acquisition Agreement, among other things, it is expected that at the Effective Time the following will occur without further act or formality:

(i) Newco will merge with and into Vector, the separate corporate existence of Newco will cease, and Mergeco will continue its corporate existence under the DGCL as the surviving corporation in the Merger and as a wholly-owned subsidiary of the Resulting Issuer as "VST Operating Corp.";

(ii) Vector Shares will be exchanged for Resulting Issuer Shares at the Exchange Ratio (ten (10) Resulting Issuer Shares for every one (1) Vector Share held immediately before the Effective Time);

(iii) Newco Shares (other than Newco shares held by OSA) will be exchanged for Resulting Issuer Shares on the basis of one (1) Resulting Issuer Share for every one (1) Newco Share held immediately before the Effective Time);

(iv) each Vector Warrant will be exchanged for ten (10) Resulting Issuer Warrants with each such Resulting Issuer Warrant entitling the holder thereof to acquire one (1) Resulting Issuer Share at an exercise price of $0.25 per Resulting Issuer Share;

(v) each Vector Advisory Warrant will be exchanged for ten (10) Resulting Issuer Advisory Warrants with each such Resulting Issuer Advisory Warrant entitling the holder thereof to acquire one (1) Resulting Issuer Share at an exercise price of $0.25 per Resulting Issuer Share;

(vi) each Vector Option will be exchanged for ten (10) Resulting Issuer Options with each such Resulting Issuer Option entitling the holder thereof to acquire one (1) Resulting Issuer Share at an exercise price of $0.10 per Resulting Issuer Share; and

(vii) each Newco Warrant will be exchanged for one (1) Resulting Issuer Warrant with each such Resulting Issuer Warrant entitling the holder thereof to acquire one (1) Resulting Issuer Share at an exercise price of $0.25 per Resulting Issuer Share.

No fractional Resulting Issuer Shares will be issued in connection with the Merger. Following the Effective Time, if the Vector or Newco shareholder would otherwise be entitled to receive a fractional number of Resulting Issuer Shares,

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the number of OSA Shares issued to the Vector Shareholder shall be rounded down to the nearest whole number and no cash or other compensation shall be paid in respect of such fractional interest.

Based on the foregoing and the number of Vector Shares currently outstanding or anticipated to be outstanding immediately prior to the Merger, pursuant to the terms of the Acquisition Agreement, 124,654,380 Resulting Issuer Shares are expected to be issued to the Vector Shareholders in exchange for 12,465,438 Vector Shares, being all of the Vector Shares which are expected to be issued and outstanding immediately prior to the Merger.

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INFORMATION CONCERNING THE RESULTING ISSUER

The following information is presented on a post-Transaction basis and is reflective of the projected business, financial and share capital position of the Resulting Issuer. This section only includes information respecting the Resulting Issuer that is materially different from information provided earlier in this Filing Statement. Following the completion of the Transaction, the Resulting Issuer will carry on the business of Vector. Please see the discussion under the various headings in the sections entitled "Information Concerning OSA", and "Information Concerning Vector" for additional information regarding OSA and Vector, respectively. See also the Pro Forma Financial Statements of the Resulting Issuer attached hereto as Schedule "G".

Name and Incorporation

The Resulting Issuer will continue to be a corporation governed by the BCBCA, and it is expected that its corporate name will be "Vector Science and Therapeutics Corp.", or such other name determined by Vector and acceptable to each government authority having jurisdiction.

It is expected that the Resulting Issuer's registered office will be located at 1209 Orange Street, Wilmington, DE 19801.

Intercorporate Relationships

Following Closing, OSA will acquire all of the issued and outstanding securities of Vector by way of the Merger, which will constitute an arm's length reverse takeover transaction. Mergeco will be a wholly-owned subsidiary of the Resulting Issuer as "VST Operating Corp.".

Description of the Business

Following completion of the Transaction, the business of the Resulting Issuer will be the business of Vector. For a description of the business of Vector, refer to the discussion under the headings in the section entitled "Information Concerning Vector - Description of the Business". The Resulting Issuer is expected to be listed on Tier 2 of the Exchange as a "Technology and Life Science Issuer".

Business Objectives & Milestones

The business objectives that the Resulting Issuer expects to accomplish over the next twelve (12) months using the available funds described below under the heading "Information Concerning the Resulting Issuer - Available Funds and Principal Purposes" include the following.

The Resulting Issuer expects to accomplish a number of key strategic objectives over the coming 12 months:

LASS Platform/VectorMist

Completion of discussions with FDA regarding Q-submission (a Q-submission a document companies are allowed to submit to the FDA free of charge, in an attempt to clarify areas where the submitter may have concerns and want guidance from the FDA. By doing this, the concerns are addressed in advance of making an FDA submission and it is more likely the submission will proceed with fewer questions from the FDA);
Finalization of packaging, sterilization validation and accelerated aging for 1-year and 2-year claims;
Filing of 510(k) with FDA on the atomization device; (a 510(k) is a form of submission for pre-market clearance of a class 2 medical device, the company will typically advise the FDA the product that submission is for is substantially equivalent to another product already approved by the FDA for a similar use. The indications for use will be similar to the substantially equivalent product identified in the submission. This process typically does not require the company to do a clinical trial and results in a fairly fast approval (sometimes as short as 90 days);
FDA approval in calendar Q4 2026; (an FDA 510(k) approval allows a company to begin to sell its products. It is the critical approval that is required in the United States that allows a company to begin generating revenue from a product. Many countries around the world will allow a company to launch a product in their jurisdiction if the product is 510(k) approved;
Soft launch of LASS with key influencers;
Marketing clinical trials;
Establishment of sales and distribution channel; and
Full national launch of VectorMist in later calendar Q4 2026.

BTP

Completion of design of Vector BTP device for non-drug delivery in early calendar Q3 2027; and
Q-submission completed and submitted to FDA in late calendar Q4 2027.

The net proceeds of the Offering, in addition to other funds available to the Resulting Issuer, are expected to be used to advance the key strategic objectives noted above, and for working capital and general corporate purposes. As previously noted under the "Information Concerning the Resulting Issuer – Available Funds and Principal Purposes" section, the Resulting Issuer expects to spend $2,940,000 or $3,860,000 over the next 12 months to accomplish these strategic objectives, assuming completion of the Minimum Offering or Maximum Offering, respectively.

Description of Securities

Resulting Issuer Shares

The share structure of the Resulting Issuer will be the same as the share structure of OSA, and the rights associated with each Resulting Issuer Share will be the same as the rights associated with the OSA Shares. Please see the discussion under the heading "Information Concerning OSA - Description of Securities".

Immediately following completion of the Transaction, it is anticipated that the Resulting Issuer will have 150,154,380 Resulting Issuer Shares (assuming completion of the Minimum Offering) or 160,154,380 Resulting Issuer Shares (assuming completion of the Maximum Offering) outstanding on an undiluted basis, and 238,124,110 Resulting Issuer Shares (based on a Minimum Offering) or 258,924,110 Resulting Issuer Shares (based on a Minimum Offering) outstanding on a diluted basis, of which consists of:

115,855,380 Resulting Issuer Shares held by existing Vector Shareholders;
8,799,000 Resulting Issuer Shares to be issued in connection with the SAC Agreement;
5,500,000 Resulting Issuer Shares held by existing OSA Shareholders; and
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20,000,000 Resulting Issuer Shares to be held by subscribers participating in the Offering (assuming completion of the Minimum Offering) or 30,000,000 Resulting Issuer Shares (assuming completion of the Maximum Offering).

Options

Immediately following completion of the Transaction, a total of 6,350,000 Resulting Issuer Shares will be reserved for issuance for the exercise of Resulting Issuer Options, representing approximately 4.23% of the then outstanding Resulting Issuer Shares (assuming completion of the Minimum Offering) and 3.96% of the then outstanding Resulting Issuer Shares (assuming completion of the Maximum Offering), representing:

6,000,000 Resulting Issuer Shares held by existing holders of Vector Options and the Vector Options to be issued under the Consulting Agreement; and
350,000 Resulting Issuer Shares held by existing OSA Options.

Warrants

Following the completion of the Transaction, a total of: (a) 81,619,730 Resulting Issuer Shares, representing approximately 34.28% (assuming completion of the Minimum Offering); or (b) 92,419,730 Resulting Issuer Shares, representing 35.69% (assuming completion of the Maximum Offering), of the then outstanding Resulting Issuer Shares will be reserved for issuance, upon the exercise of Resulting Issuer Warrants and Resulting Issuer Advisory Warrants outstanding, representing:

55,855,380 Resulting Issuer Warrants held by existing holders of Vector Warrants;
300,000 Resulting Issuer Warrants held by existing holders of OSA Warrants;
3,864,350 Resulting Issuer Advisory Warrants held by existing holders of the Vector Advisory Warrants;
1,600,000 Resulting Issuer Warrants held by existing holders of Newco Finder Warrants (assuming completion of Minimum Offering) or 2,400,000 Resulting Issuer Warrants (assuming completion of the Maximum Offering); and
20,000,000 Resulting Issuer Warrants to be held by subscribers participating in the Offering (assuming completion of the Minimum Offering) or 30,000,000 Resulting Issuer Warrants (assuming completion of the Maximum Offering).

Immediately following completion of the Transaction, a total of 3,864,350 Resulting Issuer Shares will be reserved for issuance for the exercise of Resulting Issuer Advisory Warrants, representing approximately 2.57% of the then outstanding Resulting Issuer Shares (assuming completion of the Minimum Offering) and 2.41% of the then outstanding Resulting Issuer Shares (assuming completion of the Maximum Offering).

Pro Forma Consolidated Capitalization

The following table outlines the expected pro forma share capital of the Resulting Issuer as at December 31, 2025, on a consolidated basis, after giving effect to the Transaction, based on the pro forma consolidated balance sheet attached to this Filing Statement as Schedule "G".

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Designation of Security	Number Authorized or to be Authorized	Number Outstanding After Giving Effect to the Transaction(2)
Resulting Issuer Shares	Unlimited	150,154,380 (Minimum Offering)	160,154,380 (Maximum Offering)
Resulting Issuer Options	10% of the number of outstanding Resulting Issuer Shares(1)	6,350,000
Resulting Issuer Warrants	N/A	77,755,380 (Minimum Offering)	88,555,380 (Maximum Offering)
Resulting Issuer Advisory Warrants	N/A	3,864,350

Notes:
1. The aggregate maximum number of Resulting Issuer Shares that will be reserved for issuance under the Resulting Issuer Option Plan may not exceed ten percent (10%) of the number of issued and outstanding Resulting Issuer Shares from time to time. See “Information Concerning the Resulting Issuer – Resulting Issuer Option Plan” for more information with respect to the Resulting Issuer Option Plan.
2. Calculated on a non-diluted basis.

Fully Diluted Share Capital

The following table outlines the expected number and percentage of Resulting Issuer Shares to be outstanding on a fully diluted basis after giving effect to the Transaction:

Resulting Issuer Pro Forma Shareholdings	On a Minimum Offering Basis		On a Maximum Offering Basis
	Total Number of Securities	Percent of Resulting Issuer Shares (Fully Diluted)	Total Number of Securities	Percent of Resulting Issuer Shares (Fully Diluted)
Resulting Issuer Shares held by former holders of OSA Shares	5,500,000	2.31%	5,500,000	2.12%
Resulting Issuer Shares held by former holders of Vector Shares	115,855,380	48.65%	115,855,380	44.74%
Resulting Issuer Shares reserved for Vector Options	6,000,000	2.52%	6,000,000	2.32%
Resulting Issuer Shares reserved for Vector Warrants	55,855,380	23.46%	55,855,380	21.57%
Resulting Issuer Shares reserved for Vector Advisory Warrants	3,864,350	1.62%	3,864,350	1.49%
Resulting Issuer Shares reserved for OSA Warrants	300,000	0.13%	300,000	0.12%
Resulting Issuer Shares reserved for OSA Options	350,000	0.15%	350,000	0.14%
Resulting Issuer Shares reserved for the Offering	20,000,000	8.40%	30,000,000	11.59%
Resulting Issuer Shares reserved for Newco Finder Warrants	1,600,000	0.67%	2,400,000	3.40%
Resulting Issuer Shares issuable pursuant to the SAC Agreement	8,799,000	3.70%	8,799,000	3.40%
Resulting Issuer Shares reserved for Resulting Issuer Warrants to be held	20,000,000	8.40%	30,000,000	11.59%

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by subscribers participating in the Offering
Total diluted share capital of the Resulting Issuer	238,124,110	100.00%	258,924,110	100.00%

Available Funds and Principal Purposes

As at March 31, 2026, OSA had a working capital of $nil and Vector had a working capital surplus of approximately $1,600,000. Upon completion of the Transaction, it is anticipated that gross proceeds of $2,000,000 from the Offering (in the case of the Minimum Offering) and $3,000,000 (in the case of the Maximum Offering) will be available to the Resulting Issuer and the pro forma working capital of the Resulting Issuer will be $3,290,000 (in the case of the Minimum Offering) and $4,210,000 (in the case of the Maximum Offering).

Available Funds:	Estimated Amount (Minimum Offering) ($)	Estimated Amount (Maximum Offering) ($)
Estimated Consolidated Working Capital Surplus (as at March 31, 2026)	1,600,000	1,600,000
Net Proceeds from the Offering	1,840,000	2,760,000
Estimated Remaining Transaction Costs	(150,000)	(150,000)
Total Available Funds	3,290,000	4,210,000
Anticipated Uses of Funds: (1)
Research and Development	1,845,000	2,200,000
Administrative(2)	240,000	465,000
Consulting and Professional(3)	1,040,000	1,310,000
Shareholder and Public Reporting	25,000	25,000
Unallocated Working Capital	140,000	210,000
Total Uses	3,240,000	4,160,000

The above uses of available funds should be considered estimates only. Please see the discussion under “Forward-Looking Information”.

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Dividends

There will be no restrictions in the Resulting Issuer's articles or elsewhere which would prevent the Resulting Issuer from paying dividends subsequent to the completion of the Transaction. It is not currently contemplated that any dividends will be paid on the Resulting Issuer Shares in the immediate future following completion of the Transaction, as it is anticipated that all available funds will be invested to finance the growth of the Resulting Issuer's business. The directors of the Resulting Issuer will determine if, as and when dividends will be declared and paid in the future from funds properly applicable to the payment of dividends based on the Resulting Issuer's financial position at the relevant time. All of the Resulting Issuer Shares are entitled to an equal share in any dividends declared and paid. Please see the discussion under "Forward-Looking Information".

Principal Securityholders

The following table sets out each securityholder anticipated to own of record or beneficially, directly or indirectly, or exercise control or direction over more than ten percent (10%) of the Resulting Issuer Shares after giving effect to the Transaction:

Name and municipality of residence of securityholder	Resulting Issuer Shares
	Number	Percentage Held Prior to the Offering on a Non-diluted Basis	Percentage Held After the Offering on a Non-diluted Basis
			Minimum Offering	Maximum Offering
William Jackson^{1}
Hamilton, Ontario	15,350,000	11.79%	10.22%	9.58%

After giving effect to the Transaction, William Jackson will beneficially own 350,000 Resulting Issuer Shares directly and indirectly exercise control or direction over a total of 15,000,000 Resulting Issuer Shares through the Jackson Family Ventures LLC. On a fully diluted basis, William Jackson will hold 6.45% (on a Minimum Offering basis) or 5.93% (on a Maximum Offering basis) of the Resulting Issuer Shares after giving effect to the Transaction.

Directors, Officers and Promoters

Name, Address, Occupation and Security Holdings

The following table sets forth certain information regarding the proposed directors and officers of the Resulting Issuer, including their municipality of residence, the position(s) and office(s) to be held with the Resulting Issuer, their principal occupation within the five (5) preceding years, the period during which each proposed director has served as a director of OSA or Vector and the approximate number and percentage of Resulting Issuer Shares proposed to be beneficially owned, directly or indirectly, or over which control or direction is proposed to be exercised by each of them, upon completion of the Transaction, on a non-diluted basis:

Name, City, Province/State, Country of Residence, Age, Proposed Position	Principal Occupation for the previous five years	Anticipated number and percentage of Resulting Issuer Shares owned, directly or indirectly, or over which control or direction is proposed to be exercised on completion of the Transaction
		Number	Minimum Offering	Maximum Offering
William Jackson (Hamilton, Ontario, Canada)
Age: 68
Proposed Chief Executive Officer and Chair of the Resulting Issuer Board	Mr. Jackson currently serves on the board of directors of Revive Therapeutics Ltd. (CNSX: RVV) and MyndTec Inc. (CNSX: MYTC).

Until February 2026, Mr. Jackson was the Chief Executive Officer of Attwill Vascular Technologies Inc, a pharma services and anti-infection medical device company operating in Lodi, Wisconsin. | 15,350,000 | 10.22% | 9.58% |
| Tommy Thompson^{(1) (2) (3) (5)} (Prairie du Sac, Wisconsin, USA)
Age: 84
Proposed Lead Independent Director | Governor Thompson currently serves on the board of directors of United Therapeutics Corporation (NASDAQ: UTHR), Healthpeak Properties, Inc. (NYSE: DOC) and TherapeuticsMD, Inc. (NASDAQ: TXMD).

Governor Thompson is the Chief Executive Officer of Thompson Family Holdings, LLC, a consulting and investment firm. He served as Interim President of the University of Wisconsin System from July 2020 through March 2022. | Nil | 0% | 0% |
| Barry Hix^{(4)} (Birmingham, Alabama, USA)
Age: 61
Proposed Chief Commercial Officer and Director | Mr. Hix is currently the Managing Director of Six Bridges Advisors, LLC.

He was previously the Managing Director of Hix Group, LLC. | 15,000,000 | 9.99% | 9.37% |
| Scott Kelly^{(1) (2) (3) (6)} (North Vancouver, British Columbia, Canada)
Age: 51
Proposed Director | Chief Financial Officer of Dryden Gold Corp. Self-employed management consultant. | 700,000 | 0.47% | 0.44% |
| Dr. Alexander Dobranowski^{(1) (2)}^{(3)} (Toronto, Ontario, Canada)
Age: 42
Proposed Director | Dr. Dobranowski currently serves as President of HEALWELL AI Inc. (TSX:AIDX).

He previously served as Clinical Director of Technology of MCI Medical Clinics Inc. from January 2019 to August 2020. | 200,000^{(8)} | 0.13% | 0.12% |

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Name, City, Province/State, Country of Residence, Age, Proposed Position	Principal Occupation for the previous five years	Anticipated number and percentage of Resulting Issuer Shares owned, directly or indirectly, or over which control or direction is proposed to be exercised on completion of the Transaction
		Number	Minimum Offering	Maximum Offering
Tom Bachinski (Lakeville, Minnesota, USA)
Age: 65
Proposed Chief Technology Officer	Mr. Bachinski currently serves as the Managing Director of FutureWorks Innovative Engineering, LLC.	15,000,000	9.99%	9.37%
Dr. W. Bradley Worthington (Nashville, Tennessee, USA)
Age: 69
Proposed Chief Medical Officer	Dr. Worthington is currently the Chief Executive and Medical Officer of Hutchinson Health LLC.	15,000,000	9.99%	9.37%
Stephen Gledhill^{(7)} (Cobourg, Ontario, Canada)
Age: 65
Proposed Chief Financial Officer and Corporate Secretary	Mr. Gledhill currently serves as the CFO of POSaBIT Systems Corporation CSE:PBIT), Director and Audit Chair of VVT Med Inc. (formerly DXI Capital Corp., TSXV: VVTM) and Director and a previous Audit Chair of Grown Rogue International (CSE: GRIN) and is the Founder and President of Keshill Consulting Associates Inc.

Mr. Gledhill previously served as Director and CFO of Bhang Inc. (CNSX: BHNG.CN), Chief Financial Officer and Corporate Secretary of CO2 Gro Inc. (TSXV: GROW.V), Corporate Secretary of Tombill Mines Inc. (TSXV: TBLL) and Chief Financial Officer and Corporate Secretary of DelphX Capital Markets Inc. (TSXV: DELX). | Nil | 0% | 0% |

Notes:
1. Proposed member of the Audit Committee
2. Proposed member of the corporate governance committee.
3. Proposed member of the compensation committee.
4. Barry Hix has served as a director of Vector since its formation on December 12, 2023.
5. Tommy Thompson has served as a director of Vector since November 16, 2025.
6. Scott Kelly has served as a director of OSA since April 30, 2021.
7. Stephen Gledhill has been an officer of Vector since July 14, 2025.
8. It is expected that Dr. Dobranowski will purchase 200,000 Newco Subscription Receipts in the Offering.

Upon completion of the Transaction, it is expected that the proposed directors and officers of the Resulting Issuer, as a group, will beneficially own, directly or indirectly, or exercise control or direction over, 61,250,000 Resulting Issuer Shares, representing approximately $40.79\%$ of the then outstanding Resulting Issuer Shares (assuming completion of the Minimum Offering) and $38.24\%$ of the then outstanding Resulting Issuer Shares (assuming completion of the Maximum Offering).

Occupations and Experience of Proposed Directors and Officers

William Jackson (Age: 68) – Proposed Chief Executive Officer and Chair of the Resulting Issuer Board

William Jackson brings over 25 years of medical device industry experience as an entrepreneur and C-suite executive specializing in building, growing, and successfully exiting healthcare businesses. He holds a business degree from Windsor University.

William’s proven track record includes co-founding and, until February 2026, acting as CEO of Attwill Vascular Technologies Inc., a leader in US contract lyophilization, co-founding Preferred Medical Products (sold to Ballard Medical Products, a Tyco Group company) and co-founding TSXV listed Covalon Technologies Ltd., where he served as CFO, COO, and audit committee chair for six years. He participated in forming Synergist Medical Inc., a CPC, for the reverse takeover that became Titan Medical Inc. in 2008.

His industry foundation includes top-10 worldwide producer roles at medical device leaders Karl Storz and Stryker. He currently serves on the board of directors of CSE-listed companies Revive Therapeutics Ltd. and MyndTec Inc.

Tommy Thompson (Age: 84) – Proposed Lead Independent Director

Tommy Thompson served as the 19th United States secretary of Health and Human Services (HHS) from 2001 to 2005 in the cabinet of President George W. Bush. Prior to leading HHS, Tommy served as the 42nd governor of Wisconsin from 1987 to 2001. Mr. Thompson is the longest-serving governor in Wisconsin history and is the only person to be elected to the office four times.

As HHS secretary, Tommy led the administration’s successful passage and implementation of the Medicare prescription drug benefit for America’s seniors. He also led the effort to reinvigorate the nation’s public health infrastructure by providing states and communities the resources needed to respond to terrorist attacks or other public health emergencies.

From 2003 to 2005, Tommy served as chairman of the Global Fund to Fight AIDS, Tuberculosis and Malaria.

Throughout his career, Tommy served in numerous leadership positions, including chair of Amtrak and chairman of various organizations such as the National Governors Association (1995-1996), the Republican Governors Association, and the Council of Great Lakes Governors.

Barry Hix (Age: 61) – Proposed Chief Commercial Officer and Director

Barry Hix is a proven commercial strategist with extensive experience in establishing adoption and market penetration for life science, medtech, and drug delivery products.

Barry brings a unique lens developed through decades of working with healthcare’s diverse ecosystem of stakeholders – patients, physicians, clinicians, payers, and key influencers – and has a proven ability to secure activation, adoption, and loyalty from these critical groups.

Mr. Hix is the Managing Director of Six Bridges Advisors, LLC. Previously, he was the Managing Director of Hix Group, LLC from January 2016 until April 2023.

He holds a Bachelor of Science, Industrial Management from the Georgia Institute of Technology, a Masters in Business Administration from Georgia State University and a Masters degree in Public Health from Emory University.

Scott Kelly (Age: 51) – Proposed Director

Scott Kelly is a self-employed businessperson with over 22 years of capital market experience. Mr. Kelly has acted as a director and/or chief financial officer of the following public companies listed on the TSX.V or CSE: Dryden Gold Corp., South Pacific Metals Corp., Mako Mining Corp., Ely Gold Royalties Corp., and Windfall Geotek Inc. Mr. Kelly

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received a Bachelor of Commerce degree from Royal Roads University in 2001. Mr. Currently is currently the Chief Executive Officer and a director of OSA.

Dr. Alexander Dobranowski (Age: 42) – Proposed Director

Dr. Alexander Dobranowski is the President and co-founder of HEALWELL AI Inc. With over 15 years of specialized clinical and healthcare technology experience, Dr. Dobranowski has successfully led multiple teams in the development and execution of innovative technology solutions to complex healthcare problems.

Dr. Dobranowski attended business school at McMaster University and the University of Tennessee before attending the University of Adelaide Medical School (Australia) to earn his Bachelor of Medicine and Bachelor of Surgery.

Dr. Dobranowski has published a number of medical research papers and book chapters, and he co-authored "Radiology: Chest X-Ray Interpretation", a medical textbook that received the prestigious British Medical Association's book of the year award in 2014.

Dr. Dobranowski co-founded and developed the technology for a data-driven diagnostic imaging artificial intelligence venture (deepscreen.ai) and he has collaborated with a number of artificial intelligence experts on data-driven healthcare initiatives. Dr. Dobranowski then worked as the Clinical Director of Technology at MCI Medical Inc. and Altima Dental Inc., where he led the development and scaling of clinical and patient interfacing applications that have been applied to a patient population of over 3 million. Subsequent to this, Dr. Dobranowski then became the CEO of MCI Onehealth technologies Inc and led an initial public offering of the company on the TSX on January 6th 2021 and raised $30,000,000 in proceeds.

As a former distinguished athlete, Dr. Dobranowski was a Canadian national track and field champion in the decathlon and Canadian national junior record holder. He competed internationally for Canada while being a scholarship member on the track and field team at the University of Tennessee (Division I). During his athletic career, Dr. Dobranowski qualified and competed in the Pan-American games (2003, Barbados), and earned the esteemed “Blue” Award (2008) for his athletic achievements while attending medical school.

Tom Bachinski (Age: 65) – Proposed Chief Technology Officer

Tom Bachinski is an engineer of 30 years with over 100 patents to his name ranging across orthopedics, neurology, drug delivery, electrostimulation and pain management. Tom has spent the past 15 years in pain management product commercialization including e-stem, iontophoretic drug delivery, wearable muscle stimulation, bone growth, magnetic field devices and interferential/PreMod devices.

Tom was Vice President of Engineering / Research and Development at DJO Global and has relationships at the Cleveland Clinic and the Mayo Clinic. Tom attended the University of Wisconsin where he earned a degree in engineering and has an MBA.

Mr. Bachinski is the Managing Director of FutureWorks Innovative Engineering, LLC.

Dr. W. Bradley Worthington, MD FASA DABA Anesthesia, CC, PM (Age: 69) – Proposed Chief Medical Officer

Dr. Worthington has 40 years in clinical academic and private medical practice. He is board-certified in anesthesiology, critical care and pain medicine. Brad was a former associate clinical professor and medical director at Vanderbilt University Medical Center. Dr. Worthington was on the Board of Directors of the American Society of Anesthesiologists (1998-2015), Tennessee Society of Anesthesiologists (1997-2011) and was given the distinguished service award in 2012. Dr. Worthington is the Chief Executive and Medical Officer of Hutchison Health LLC.

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Stephen Gledhill (Age: 65) – Proposed Chief Financial Officer and Corporate Secretary

Stephen Gledhill is a seasoned executive leader with over 30 years of C-suite and senior management experience. He is a Chartered Professional Accountant (CPA). Mr. Gledhill has built his career on his meritorious and professional conduct and his experiences encompass both the corporate and entrepreneurial sectors. He is a successful business executive, entrepreneur, partner and trusted advisor to numerous organizations and start-up companies within various industries including mining / minerals exploration, commercial real estate, property management, pharmaceuticals / nutraceuticals, manufacturing, government, and pension plans.

Mr. Gledhill currently serves as the CFO of POSaBIT Systems Corporation (CSE:PBIT), a Director and Audit Chair of VVT Med Inc. (formerly DXI Capital Corp., TSXV: VVTM) and Director (and former Audit Chair) of Grown Rogue International (CSE: GRIN). He previously served as a Director of Bhang Inc. (CNSX: BHNG.CN) from July 2019 until March 2025 and Chief Financial Officer of Bhang Inc. from July 2019 until January 2024, Corporate Secretary of Tombill Mines Inc. (TSXV: TBLL) from February 2021 until September 2022 and Chief Financial Officer and Corporate Secretary of DelphX Capital Markets Inc. (TSXV: DELX) from February 2018 until 2021. Prior to his public company experience, Mr. Gledhill served in several executive capacities most recently as Senior Vice-President and Chief Financial Officer of Borealis Capital Corporation, a leading independent manager of alternative capital assets –infrastructure, real estate and private equity – with assets under management of $9 billion.

Committees of the Resulting Issuer Board

Following the completion of the Transaction, the Resulting Issuer intends to establish an audit committee, corporate governance committee and compensation committee.

Resulting Issuer Audit Committee

The audit committee will be comprised of Scott Kelly (independent), Alexander Dobranowski (independent) and Tommy Thompson (independent). All members of the audit committee meet the requirements for independence under NI 58-101 and NI 52-110. Alexander Dobranowski will be the Chair of the audit committee. Each of the proposed members of the audit committee is financially literate within the meaning of NI 52-110 and possesses education or experience that is relevant for the performance of their responsibilities as an audit committee member. For the education and experience of each member of the audit committee, see "Information Concerning the Resulting Issuer – Occupations and Experience of Proposed Directors and Officers" above.

The mandate of the audit committee will be to assist the Resulting Issuer Board in fulfilling its oversight responsibilities relating to financial accounting, reporting and internal controls for the Resulting Issuer. The audit committee will be responsible for: conducting reviews and discussions with management and the external auditors relating to the audit and financial reporting; assessing the integrity of internal controls and financial reporting procedures; ensuring implementation of internal controls and procedures; reviewing the quarterly and annual financial statements and management's discussion and analysis of the Resulting Issuer; selecting and monitoring the independence, performance and remuneration of the external auditors; oversight of all disclosure relating to financial information. The audit committee will also be responsible for reviewing and following the procedures established in the Resulting Issuer's codes, policies and guidelines as may be established from time to time.

The full text of the proposed audit committee charter is attached as Schedule "F". Part 8 of Form 52-110F2 – Disclosure by Venture Issuers has been relied upon to be exempt from the requirements of Part 7 (External Auditor Service Fees (By Category)) of Form 52-110F2 and Section 6.1 (Composition of the Audit Committee) of NI 52-110 for the purposes of this section.

Resulting Issuer Corporate Governance Committee

The Resulting Issuer's corporate governance committee will be comprised of Tommy Thompson (independent), Scott Kelly (independent) and Alexander Dobranowski (independent). It is expected that Tommy Thompson will be the chair of the corporate governance committee. The corporate governance committee will be responsible for establishing sound corporate governance practices that are in the interest of shareholders and contribute to effective and efficient

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decision making and filling vacancies on the Resulting Issuer Board and recommending potential nominees for directors. The corporate governance committee will analyze the needs of the Resulting Issuer Board when vacancies arise and identify any propose new nominees who have the necessary competencies and characteristics to meet those needs. In order to foster an objective nomination process, the independent members of the Resulting Issuer Board will be encouraged to recommend nominees for the Resulting Issuer Board. In addition, the corporate governance committee is expected to have responsibilities for, amongst other things, monitoring and ensuring board independence, encouraging and promoting a culture of ethical business conduct, establishing procedures for Resulting Issuer Board meetings to ensure that Resulting Issuer Board members possess an appropriate balance of skills and areas of expertise needed to effectively govern the Resulting Issuer's affairs, establishing position descriptions for the key members of the Resulting Issuer Board and senior management and overseeing the Resulting Issuer Board's diversity, renewal, orientation and continuing education. For additional details regarding the relevant experience of each member of the Resulting Issuer's corporate governance committee, see the relevant biographical experiences for each of the Resulting Issuer's directors and officers under the heading "Information Concerning the Resulting Issuer – Directors, Officers and Promoters".

Resulting Issuer Compensation Committee

The Resulting Issuer's compensation committee is expected to be comprised of Tommy Thompson (independent), Scott Kelly (independent) and Alexander Dobranowski (independent). It is expected that Alexander Dobranowski will be the chair of the compensation committee. The Compensation Committee will be responsible for ensuring that the Resulting Issuer has in place an appropriate plan for executive compensation and for making recommendations to the Resulting Issuer Board with respect to the compensation of the officers of the Resulting Issuer. The Compensation Committee will ensure that total compensation paid to officers of the Resulting Issuer is fair, reasonable and consistent with the Resulting Issuer's compensation mandate.

Promoter Consideration

No Person or Company will be a promoter of the Resulting Issuer, or has been, within the two (2) years immediately preceding the date of this Filing Statement, a promoter of OSA, Newco, or Vector, as applicable.

Corporate Cease Trade Orders or Bankruptcies

Other than as disclosed below, no proposed director or executive officer of the Resulting Issuer, or a personal holding company of any such Persons, within ten (10) years before the date of the Filing Statement, has been a director, chief executive officer or chief financial officer of any Person or Company that, (a) while that Person was acting in that capacity, was the subject of a cease trade or similar order, or an order that denied the other Person or Company access to any exemptions under applicable securities law, for a period of more than thirty (30) consecutive days or (b) was subject to such an order after the director or executive officer ceased to be acting in such capacity and which resulted from an event that occurred while that person was acting in such capacity.

Stephen Gledhill was the subject an insider black-out policy reflecting the principals in section 9 of National Policy 11-207 Failure-to-file Cease Trade Orders and Revocations in Multiple Jurisdictions as a result of DelphX Capital Markets Inc.'s ("DelphX") reliance on relief provided by Ontario Instrument 51-502 Temporary Exemption from Certain Corporate Finance Requirements and similar instruments in other jurisdictions (the "Relief"). The Relief extended the filing of DelphX's 2019 Annual Financial information until June 13, 2020 and its 2020 first quarter reporting until July 14, 2020 (together, the "Relief Filings"), due to the outbreak of COVID-19. On June 12, 2020, DelphX made application to the Ontario Securities Commission ("OSC") for a Management Cease Trade Order ("MCTO") with respect to its expected delay in its Relief Filings. On June 17, 2020, the OSC granted a MCTO pursuant to which the DelphX's chief financial officer and chief executive officer would not be able to trade in securities of DelphX until the Relief Filings were made. The MCTO was lifted on July 15, 2020, when DelphX filed its Relief Filings. Mr. Gledhill served as chief financial officer and secretary of DelphX Capital Markets Inc. from April 2018 until November 2021.

On May 16, 2016 an OSC hearing was convened with regard to the issuance of a permanent MCTO in the matter of CO2 Gro Inc.'s ("CO2", formerly BlueOcean Nutra Sciences Inc. ("BOC")) failure to file its annual financial statements as at and for the year ended December 31, 2015. The MCTO precluded members of BOC's management

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(including Stephen Gledhill as chief financial officer) from the direct and indirect trading in and acquisition of BOC’s securities until 2 full days following the receipt by the OSC of BOC’s annual materials (audited financial statements, related management discussion and analysis and applicable officer certificates). Subsequent to the filing of the annual materials, and effective end of day on July 21, 2016, the MCTO was lifted. On May 7, 2024, CO2 was the subject of a proceeding by the OSC whereby a Failure-to-file Cease Trade Order (“FFCTO”) was issued in the matter of CO2’s failure to file its annual financial statements as at and for the year ended December 31, 2023. The FFCTO prohibited a person or company from trading in the securities of CO2. The FFCTO remains in force. On September 15, 2025, CO2’s shares were transferred for listing on the NEX. On November 18, 2025, CO2 was delisted in accordance with NEX Policy, Section 15. Mr. Gledhill was the chief financial officer and corporate secretary of CO2 from March 2012 until January 2025.

Stephen Gledhill is the subject of a proceeding of a proceeding by the OSC, regarding a MCTO and following FFCTO issued to Bhang Inc. (“Bhang”). On April 14, 2023, Bhang applied for a MCTO in the matter of Bhang’s failure to file its annual financial statements as at and for the year ended December 31, 2022. The MCTO prohibited Bhang’s CEO (Graham Simmonds) and CFO (Stephen Gledhill) from the direct and indirect trading in and acquisition of Bhang’s securities until 2 full days following the receipt by the OSC of Bhang’s annual materials (audited financial statements, related management discussion and analysis and applicable officer certificates). Bhang was unable to file its annual materials and on May 5, 2023 and FFCTO was issued and is still in force.

Other than as described below, no proposed director or executive officer of the Resulting Issuer or a securityholder anticipated to hold a sufficient number of securities of the Resulting Issuer to affect materially the control of the Resulting Issuer, or a personal holding company of any such Persons, is or has been within ten (10) years before the date of the Filing Statement, has been a director or executive officer of any Person or Company that, while that Person was acting in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

On January 12, 2016 (further to an Exchange Bulletin dated January 11, 2016), Gemoscan Canada, Inc.’s (“GES”) shares were suspended from trading on the Exchange for failing to maintain Exchange requirements, GES having made assignment into bankruptcy. Effective January 13, 2016, GES’s listing was transferred to the NEX. Stephen Gledhill served as chief financial officer of GES from August 2010 to November 2015.

Penalties or Sanctions

No proposed director or executive officer of the Resulting Issuer, or a securityholder anticipated to hold sufficient securities of the Resulting Issuer to affect materially the control of the Resulting Issuer, or a personal holding company of any such Persons, has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body, including a self-regulatory body, that would be likely to be considered important to a reasonable securityholder making a decision about the Transaction.

Personal Bankruptcies

No proposed director or executive officer of the Resulting Issuer, or securityholder anticipated to hold sufficient securities of the Resulting Issuer to affect materially the control of the Resulting Issuer, or a personal holding company of any such Persons has, within the ten (10) years before the date of the Filing Statement, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, officer or promoter.

Conflicts of Interest

Other than as disclosed below, there are no existing or potential material conflicts of interest between the Resulting Issuer or a subsidiary of the Resulting Issuer and any proposed director, officer or promoter of the Resulting Issuer or

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a subsidiary of the Resulting Issuer other than potential conflicts arising from the involvement of certain proposed directors and officers of the Resulting Issuer with other corporations or businesses which may be in competition with the business of the Resulting Issuer.

Accordingly, certain directors and officers of the Resulting Issuer or a subsidiary of the Resulting Issuer may be presented from time to time with situations or opportunities which give rise to apparent conflicts of interest that cannot be resolved by arm's-length negotiations but only through exercise by the officers and directors of such judgment consistent with their fiduciary duties to the Resulting Issuer or subsidiary of the Resulting Issuer, as applicable. These fiduciary duties arise under applicable corporate law, especially insofar as taking advantage, directly or indirectly, of information or opportunities acquired in their capacities as directors or officers of the Resulting Issuer or a subsidiary of the Resulting Issuer. The BCBCA provides that in the event that a director has a material interest in a contract or proposed contract or agreement that is material to the issuer, the director shall disclose his interest in such contract or agreement and shall refrain from voting on any matter in respect of such contract or agreement, subject to and in accordance with the BCBCA. It is expected that all conflicts of interest will be resolved in accordance with the BCBCA. Further, it is expected that transactions with officers and directors will be on terms consistent with industry standards and sound business practice in accordance with the fiduciary duties of those persons to the Resulting Issuer or a subsidiary of the Resulting Issuer, as applicable, and, depending upon the magnitude of the transactions and the absence of any disinterested board members, may be submitted to the shareholders for their approval.

Other Reporting Issuer Experience

The following table sets out the proposed directors, officers and promoters of the Resulting Issuer that are, or have been within the last five (5) years, directors, officers or promoters of other reporting issuers:

Name	Name and Jurisdiction of Reporting Issuer	Name of Exchange or Trading Market	Position	From	To
William Jackson	Revive Therapeutics Ltd. Ontario	CSE	Director	January 2013	Present
	MyndTec Inc. Ontario	CSE	Director	June 2023	Present
Tommy Thompson	United Therapeutics Corporation Delaware	Nasdaq	Director	January 2010	Present
	TherapeuticsMD, Inc. Nevada	Nasdaq	Chairman of the Board	August 2012	Present
	Healthpeak Properties, Inc. (formerly Physicians Realty Trust) Maryland	NYSE	Director	August 2013	Present
	Centene Corporation Delaware	NYSE	Director	April 2005	January 2022
	Scilex Holding Company Delaware	Nasdaq	Director	July 2022	July 2023
Scott Kelly	Dryden Gold Corp. British Columbia	TSX-V	Director & Chief Financial Officer	November 2021	Present
	South Pacific Metals Corp. British Columbia	TSX-V	Chief Financial Officer	May 2024	Present

Name	Name and Jurisdiction of Reporting Issuer	Name of Exchange or Trading Market	Position	From	To
Stephen Gledhill	VVT Med Inc. (formerly DXI Capital Corp.) British Columbia	TSX-V	Director and Audit Chair	July 2025	Present
	Grown Rogue International Inc. Ontario	CSE	Director and former Audit Chair	November 2018	Present
	Bhang Inc. Ontario	CSE	Director and Chief Financial Officer	July 2019	Director – March 2025
CFO – January 2024
	POSaBIT Systems Corporation British Columbia	CSE	Chief Financial Officer and Corporate Secretary	September 2018	Present
Corporate Secretary – August 2023
	CO2 Gro Inc. Ontario	TSX-V	Chief Financial Officer and Corporate Secretary	March 2012	January 2025
	Tombill Mines Inc. Ontario	TSX-V	Corporate Secretary	February 2021	September 2022
	DelphX Capital Markets Inc. Ontario	TSX-V	Chief Financial Officer and Corporate Secretary	February 2018	October 2021
Dr. Alexander Dobranowski	HEALWELL AI Inc. Ontario	TSX	Founder, President, Director	January 2020	Present

Executive Compensation

The following section sets out the anticipated compensation for the Resulting Issuer's Named Executive Officers for the 12-month period after giving effect to the Transaction.

Proposed Executive Compensation

Upon completion of the Transaction, the Resulting Issuer will have five (5) Named Executive Officers. All compensation will be reviewed and considered by the Resulting Issuer’s compensation committee. The following table sets forth the proposed compensation for the Resulting Issuer's proposed NEOs, for the 12-month period after giving effect to the Transaction based on the agreements disclosed in the section “Information Concerning Vector – Employment, Consulting and Management Agreements”, above:

Name and principal position	Salary ($)	Share-based awards ($)	Option-based awards ($)	Non-equity incentive plan compensation ($)		Pension value ($)	All other compensation ($)	Total compensation ($)
				Annual incentive plans	Long-term incentive plans
William Jackson (Chief Executive Officer)	167,000	-	-	-	-	-	-	167,000
Stephen Gledhill (Chief Financial Officer and Corporate Secretary)	125,000	-	-	-	-	-	-	125,000
Barry Hix (Chief Commercial Officer)	225,500	-	-	-	-	-	-	225,500
Thomas Bachinski (Chief Technology Officer)	267,000	-	-	-	-	-	-	267,000
Dr. Bradley Worthington (Chief Medical Officer)	167,000	-	-	-	-	-	-	167,000

The compensation amounts disclosed for the NEOs in the table above represent fees payable pursuant to consulting and management services agreements between each applicable NEO and Vector. For more information on such agreements, see the disclosure under the heading "Information Concerning Vector – Employment, Consulting and Management Agreements" above.

In addition to the foregoing, the Resulting Issuer's NEOs may be granted option-based awards. The terms, conditions and grant levels of any such awards will be determined by the Resulting Issuer's compensation committee, which has not yet been formed.

Director Compensation

Following the formation of the Resulting Issuer's compensation committee, the Resulting Issuer Board will, on the recommendation of the compensation committee, determine the compensation of directors. It is currently anticipated that compensation for independent directors will consist of a combination of cash compensation and share-based incentives.

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Indebtedness of Directors and Officers

Upon completion of the Transaction, no director, executive officer or senior officer, and no proposed management nominee for election as a director of the Resulting Issuer or any associate thereof, will be indebted to the Resulting Issuer.

Investor Relations Arrangements

No written or oral agreement or understanding has been reached with any Person to provide any promotional or investor relations services for the Resulting Issuer.

Security Based Compensation

Upon completion of the Transaction, the Resulting Issuer is expected to adopt the OSA Option Plan (hereinafter referred to the Resulting Issuer Option Plan).

For a summary of the Resulting Issuer Option Plan, see “Information Concerning OSA – OSA Option Plan”

The following table provides information as to the Resulting Issuer Options to purchase Resulting Issuer Shares that, as of the date of this Filing Statement, are expected to be outstanding immediately following the Closing.

Category	Number of Resulting Issuer Options	Exercise Price	Expiry Date
All proposed officers of the Resulting Issuer, as a group	TBD^{(1)}	TBD^{(1)}	TBD^{(1)}
All proposed directors of the Resulting Issuer who are not also officers, as a group	5,000,000	$0.10	November 20, 2030
	175,000	$0.10	July 27, 2032
All other employees of the Resulting Issuer, as a group	TBD^{(1)}	TBD^{(1)}	TBD^{(1)}
All consultants of the Resulting Issuer, as a group	1,000,000^{(2)}	$0.10	5 years after completion of the Transaction
Any other Person or Company	175,000	$0.10	July 27, 2032

Note:
1. The number of options, exercise price and expiry date will be determined by the Resulting Issuer Board following the formation of the Resulting Issuer’s compensation committee. All issuances will be pursuant to the Resulting Issuer Option Plan.
2. Options to be issued on the date of Closing under the Consulting Agreement.

Other than the Resulting Issuer Option Plan, the Resulting Issuer will not have any other security based compensation plan.

Escrowed Securities

Exchange policies require that all Resulting Issuer securities held by Principals of the Resulting Issuer on the Closing, and certain others, are to be subject to escrow restrictions. The Principals of the Resulting Issuer and others as a group will beneficially own, directly or indirectly, or exercise control or direction over, an aggregate of 61,250,000 Resulting Issuer Shares. As a Tier 2 issuer, other than 200,000 Resulting Issuer Shares expected to be purchased under the Offering, all of those securities will be subject to escrow and will be subject to release in accordance with Exchange Policy 5.4 under the Resulting Issuer Escrow Agreement rules.

Until their release from escrow, holders of Resulting Issuer Escrowed Securities may not sell, transfer, assign, mortgage, enter into a derivative transaction concerning, or otherwise deal in any way with the same except as permitted by the Exchange. Exchange permitted transfers or dealings within escrow include: (i) transfers to existing or, upon their appointment, incoming directors and senior officers of the Resulting Issuer or of a material operating subsidiary; (ii) transfers to an RRSP or similar trustee plan; (iii) transfers upon bankruptcy to the trustee in bankruptcy or another person entitled to the Resulting Issuer Escrowed Securities on bankruptcy; and (iv) pledges or mortgages to a financial institution as collateral for a loan.

		Prior to Giving Effect to the Transaction		After Giving Effect to the Transaction
Name	Designation of Class	Number of Securities held in Escrow(3)	Percentage of Class(1)	Number of Securities to be held in Escrow	Percentage of Class(2)
Scott Kelly	OSA Shares	700,000(3)	12.73%	700,000(3)(5)	0.47%
Stephen Kenwood	OSA Shares	600,000(6)	10.91%	600,000(3)(6)	0.40%
Pamela Hansen	OSA Shares	500,000	9.09%	500,000(3)	0.33%
Ronald Husband	OSA Shares	700,000(7)	12.73%	700,000(3)(7)	0.47%
Total Escrowed OSA Shares / Resulting Issuer Shares		2,500,000	45.45%	2,500,000	1.66%
William Jackson	Vector Shares	Nil	0.00%	15,350,000(4)(8)	10.22%
Barry Hix	Vector Shares	Nil	0.00%	15,000,000(4)	9.99%
Tom Bachinski	Vector Shares	Nil	0.00%	15,000,000(4)	9.99%
Dr. W. Bradley Worthington	Vector Shares	Nil	0.00%	15,000,000(4)(9)	9.99%
Total Escrowed Vector Shares/Resulting Issuer Shares		Nil	0.00%	60,350,000	39.36%
Scott Kelly	OSA Options	175,000	50.00%	175,000(3)	2.76%
Stephen Kenwood	OSA Options	175,000	50.00%	175,000(3)	2.76%
Total Escrowed Open Options/Resulting Issuer Options		350,000	100%	350,000	5.51%
William Jackson	Vector Warrants	Nil	0.00%	350,000(4)	0.43%
Total Escrowed Vector Warrants/Resulting Issuer Warrants		Nil	0.00%	350,000	0.43%

Notes:
1. As of the date hereof, there are 5,500,000 OSA Shares and 350,000 OSA Options outstanding, and 11,585,538 Vector Shares outstanding.

Upon completion of the Transaction, and assuming completion of the Minimum Offering, it is anticipated that 150,154,380 Resulting Issuer Shares, 6,350,000 Resulting Issuer Options and 81,619,730 Resulting Issuer Warrants/Resulting Issuer Advisory Warrants will be outstanding.
These CPC Escrowed Securities are escrowed pursuant to Exchange Policy 2.4 described below under the heading “CPC Escrow Agreement”.
These Resulting Issuer Escrowed Securities are escrowed pursuant to Exchange Policy 5.4, whereby all Principal Securities (as defined by Exchange Policy 5.4) upon completion of the Transaction are subject to escrow and will be held pursuant to the Resulting Issuer Escrow Agreement described below under the heading “Resulting Issuer Escrow Agreement”.
The registered holder of such OSA Shares is Haywood Securities Inc.
Held by 0713708 B.C. Ltd., over which Stephen Kenwood maintains direct control and ownership.
Held by the estate of Ronald Husband.
Of the total Resulting Issuer Shares held by William Jackson, 15,000,000 will be held by Jackson Family Ventures LLC, over which William Jackson maintains direct control and ownership.
The Resulting Issuer Shares held by Dr. W. Bradley Worthington are held by The 2025 Worthington Family Trust, a trust to which Dr. Worthington’s wife is the trustee and beneficiary.

CPC Escrow Agreement

As of the date of this Filing Statement, an aggregate of 2,500,000 OSA Shares (representing 45.45% of the issued and outstanding OSA Shares on a non-diluted basis) and an aggregate of 350,000 OSA Options (collectively, the “CPC Escrowed Securities”) originally issued prior to or in connection with the initial public offering of OSA are subject to escrow pursuant to the terms of the CPC Escrow Agreement. The table above sets out the particulars with respect to the holders of the CPC Escrowed Securities.

Release of CPC Escrowed Securities

Upon completion by OSA of a Qualifying Transaction, as defined in Exchange Policy 2.4, all OSA Options granted prior to the date of the Final Exchange Bulletin, and all OSA Shares issued upon the exercise of such OSA Options, will be released from escrow on the date of the Final Exchange Bulletin. Notwithstanding the foregoing, OSA Options granted prior to OSA’s initial public offering with an exercise price that is less than the issue price of the OSA Shares at the time of the initial public offering, and any OSA Shares issued upon the exercise of such OSA Options, will be released from escrow in accordance with the escrow release schedule applicable to OSA Shares.

Except for the OSA Options and OSA Shares released from escrow on the date of the Final Exchange Bulletin as provided for in the foregoing paragraph, the remaining CPC Escrowed Securities will be released from escrow in accordance with the following schedule:

Percentage of Escrowed Shares Released from Escrow	Release Date
25%	Date of Final Exchange Bulletin
25%	Date 6 months from Final Exchange Bulletin
25%	Date 12 months from Final Exchange Bulletin
25%	Date 18 months from Final Exchange Bulletin

In the event of the death of a holder of CPC Escrowed Securities, the CPC Escrowed Securities of such deceased holder will be released to his legal representatives.

Dealing with CPC Escrowed Securities

Subject to certain exceptions set forth in the CPC Escrow Agreement, a holder of CPC Escrowed Securities may:

pledge, mortgage or charge its CPC Escrowed Securities to a financial institution as collateral for a loan, provided that no CPC Escrowed Securities or any share certificates or other evidence of escrow securities will be transferred or delivered by the escrow agent to the financial institution for this purpose;
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exercise voting rights attached to its CPC Escrowed Securities, other than in support of one or more arrangements that would result in the repayment of capital being made on the CPC Escrowed Securities prior to a winding up of OSA;
receive a dividend or other distribution on its CPC Escrowed Securities, and elect the manner of payment; and
exercise its rights to exchange or convert its CPC Escrowed Securities in accordance with the CPC Escrow Agreement.

Permitted Transfers within Escrow

The CPC Escrowed Securities held pursuant to the CPC Escrow Agreement may not be sold, assigned, transferred, redeemed, surrendered or otherwise dealt with in any manner except as provided by the CPC Escrow Agreement. The CPC Escrowed Securities may be transferred within escrow to an individual who is a director or senior officer of OSA or a material operating subsidiary of OSA, provided that certain requirements of the Exchange are met, including that the new proposed transferee agrees to be bound by the terms of the CPC Escrow Agreement. In the event of the bankruptcy of a holder of CPC Escrowed Securities, the CPC Escrowed Securities held by such holder may be transferred within escrow to the trustee in bankruptcy or other person legally entitled to such CPC Escrowed Securities provided that certain prescribed Exchange requirements are met. The CPC Escrowed Securities may be transferred within escrow to a Person or Company that, before the transfer, holds greater than twenty percent (20%) of the voting rights attached to OSA Shares or after the transfer will hold more than ten percent (10%) of the voting rights attached to OSA Shares and has the right to elect or appoint one or more directors or senior officers of OSA or its material operating subsidiaries. CPC Escrowed Securities may also be transferred within escrow by a holder of CPC Escrowed Securities to a registered retirement savings plan ("RRSP") or a registered retirement income fund ("RRIF"), provided that the Exchange receives proper notice of the same, the holder of such CPC Escrowed Securities is the sole beneficiary of the RRSP or RRIF and the trustee of the RRSP or RRIF agrees to be bound by the terms of the CPC Escrow Agreement.

Cancellation of CPC Escrowed Securities

CPC Escrowed Securities that were purchased prior to the CPC initial public offering at a discount to the initial public offering price by Related Parties (as defined in the Manual) of OSA may be cancelled by OSA and the escrow agent pursuant to the CPC Escrow Agreement. In addition, any CPC Escrowed Securities that have not been released pursuant to the CPC Escrow Agreement on the 10th anniversary of the date of delisting from the Exchange must immediately be cancelled.

Termination of CPC Escrow Agreement

The CPC Escrow Agreement may be terminated with respect to all parties in certain circumstances including, without limitation: (i) upon agreement of all parties of the CPC Escrow Agreement, provided that (a) the agreement to terminate is evidenced by a memorandum in writing signed by all parties; (b) if OSA is listed on the Exchange, the termination of the CPC Escrow Agreement has been consented to in writing by the Exchange; and has been approved by a majority vote of securityholders of OSA excluding in each case, the holders of CPC Escrowed Securities; or (ii) when all of the CPC Escrowed Securities have been released from escrow pursuant to the CPC Escrow Agreement.

Resulting Issuer Escrow Agreement

In accordance with Exchange Policy 5.4, upon completion of the Transaction 60,350,000 Resulting Issuer Shares will be held in escrow pursuant to the Resulting Issuer Escrow Agreement.

Release of Resulting Issuer Escrowed Securities

The Resulting Issuer Escrowed Securities are subject to a 36-month escrow period and are scheduled to be released from escrow as follows:

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Percentage of Escrowed Shares Released from Escrow	Release Date
10%	Date of Final Exchange Bulletin
15%	Date 6 months from Final Exchange Bulletin
15%	Date 12 months from Final Exchange Bulletin
15%	Date 18 months from Final Exchange Bulletin
15%	Date 24 months from Final Exchange Bulletin
15%	Date 30 months from Final Exchange Bulletin
15%	Date 36 months from Final Exchange Bulletin

In the event of the death of a holder of Resulting Issuer Escrowed Securities, the Resulting Issuer Escrowed Securities of such deceased holder will be released to his legal representatives.

Early Release – Graduation to Tier 1

If the Resulting Issuer becomes a Tier 1 Issuer (as defined in Exchange Policy 5.4), the release schedule for its escrow securities will be replaced with an 18-month escrow period as follows:

Percentage of Escrowed Shares Released from Escrow	Release Date
25%	Date of Final Exchange Bulletin
25%	Date 6 months from Final Exchange Bulletin
25%	Date 12 months from Final Exchange Bulletin
25%	Date 18 months from Final Exchange Bulletin

Dealing with Resulting Issuer Escrowed Securities

The Resulting Issuer Escrowed Securities held pursuant to the Resulting Issuer Escrow Agreement may not be sold, assigned, transferred, redeemed, surrendered or otherwise dealt with in any manner except as provided by the Resulting Issuer Escrow Agreement. Subject to certain exceptions set forth in the Resulting Issuer Escrow Agreement, a holder of Resulting Issuer Escrowed Securities may:

pledge, mortgage or charge its Resulting Issuer Escrowed Securities to a financial institution as collateral for a loan, provided that no Resulting Issuer Escrowed Securities or any share certificates or other evidence of escrow securities will be transferred or delivered by the escrow agent to the financial institution for this purpose;
exercise voting rights attached to its Resulting Issuer Escrowed Securities, other than in support of one or more arrangements that would result in the repayment of capital being made on the Resulting Issuer Escrowed Securities prior to a winding up of the Resulting Issuer;
receive a dividend or other distribution on its Resulting Issuer Escrowed Securities, and elect the manner of payment; and
exercise its rights to exchange or convert its Resulting Issuer Escrowed Securities in accordance with the Resulting Issuer Escrow Agreement.

Permitted Transfers within Escrow

The Resulting Issuer Escrowed Securities may be transferred within escrow to an individual who is a director or senior officer of the Resulting Issuer or a material operating subsidiary of Resulting Issuer, provided that certain requirements of the Exchange are met, including that the new proposed transferee agrees to be bound by the terms of the Resulting Issuer Escrow Agreement.

In the event of the bankruptcy of a holder of Resulting Issuer Escrowed Securities, the Resulting Issuer Escrowed Securities held by such holder may be transferred within escrow to the trustee in bankruptcy or other person legally entitled to such Resulting Issuer Escrowed Securities provided that certain prescribed Exchange requirements are met.

The Resulting Issuer Escrowed Securities may be transferred within escrow to a Person or Company that, before the transfer, holds greater than twenty percent (20%) of the voting rights attached to Resulting Issuer Shares or after the transfer will hold more than ten percent (10%) of the voting rights attached to Resulting Issuer Shares and has the right to elect or appoint one or more directors or senior officers of the Resulting Issuer or its material operating subsidiaries, provided that certain requirements of the Exchange are met, including that the new proposed transferee agrees to be bound by the terms of the Resulting Issuer Escrow Agreement.

For Resulting Issuer Escrowed Securities that the holder thereof has pledged, mortgaged or charged to a financial institution as collateral for a loan, the Resulting Issuer Escrowed Securities may be transferred within escrow by a holder of Resulting Issuer Escrowed Securities to such financial institution, provided that certain Exchange requirements are met.

Resulting Issuer Escrowed Securities may also be transferred within escrow by a holder of Resulting Issuer Escrowed Securities to a RRSP or a RRIF, provided that the Exchange receives proper notice of the same, the beneficiary of the RRSP or RRIF is limited to the holder of the Resulting Issuer Escrowed Securities or his/her spouse, children or parents and the trustee of the RRSP or RRIF agrees to be bound by the terms of the Resulting Issuer Escrow Agreement.

Termination of Resulting Issuer Escrow Agreement

The Resulting Issuer Escrow Agreement may be terminated with respect to all parties in certain circumstances including, without limitation: (i) upon agreement of all parties of the Resulting Issuer Escrow Agreement, provided that (a) the agreement to terminate is evidenced by a memorandum in writing signed by all parties; (b) if the Resulting Issuer is listed on the Exchange, the termination of the Resulting Issuer Escrow Agreement has been consented to in writing by the Exchange; and has been approved by a majority vote of securityholders of the Resulting Issuer excluding in each case, the holders of Resulting Issuer Escrowed Securities; or (ii) when all of the Resulting Issuer Escrowed Securities have been released from escrow pursuant to the Resulting Issuer Escrow Agreement.

Escrow of New Securities

If the Resulting Issuer Escrowed Securities are exchanged for new securities in the event of a business combination, merger, or other similar transaction, the new securities received will be subject to escrow in substitution of the tendered Resulting Issuer Escrowed Securities, unless certain requirements of the Exchange are met, including if the holder does not become a Principal of the successor issuer.

Other Resale Restrictions

An aggregate of 24,208,000 Resulting Issuer Shares held by three non-principal shareholders of the Resulting Issuer are expected to be subject to SSRRs pursuant to Exchange Policy 5.4, as detailed in the table below. Commonly, SSRRs are hold periods imposed by the Exchange which apply where seed shares are issued to non-principals by private companies (in the case of the Transaction, Vector) prior to the completion of a Qualifying Transaction and the terms of the applicable SSRRs are based on the length of time such seed shares have been held by the applicable securityholder, and the original price paid for such seed shares. The below securities are subject to SSRR based on the Exchange's determination that certain securities were issued in connection with the performance of investor relations activities under Exchange Policy 3.4 (see "Information Concerning Vector - Investor Relations Agreements").

Designation of Class	Aggregate number of securities subject to SSRRs	% of Class (Minimum Offering)	% of Class (Maximum Offering)	Expiry date of SSRRs
Resulting Issuer Shares	24,208,000	16.12%^{(1)}	15.12%^{(1)}	See note 5

Designation of Class	Aggregate number of securities subject to SSRRs	% of Class (Minimum Offering)	% of Class (Maximum Offering)	Expiry date of SSRRs
Resulting Issuer Warrants	15,409,000	19.82%^{(2)}	17.40%^{(2)}	See note 5
Resulting Issuer Advisory Warrants	3,864,350	100%^{(3)}	100%^{(3)}	See note 5
Resulting Issuer Options	1,000,000	15.75%^{(4)}	15.75%^{(4)}	See note 5

Notes:
1. Percentage of outstanding Resulting Issuer Shares calculated on an undiluted basis, based on an aggregate of 150,154,380 Resulting Issuer Shares expected to be issued and outstanding immediately following completion of the Transaction assuming completion of the Minimum Offering, or 160,154,380 Resulting Issuer Shares assuming completion of the Maximum Offering.
2. Percentage of outstanding Resulting Issuer Warrants calculated on an undiluted basis, based on an aggregate of 77,755,380 Resulting Issuer Warrants expected to be issued and outstanding immediately following completion of the Transaction assuming completion of the Minimum Offering, or 88,555,380 Resulting Issuer Warrants assuming completion of the Maximum Offering.
3. Percentage of outstanding Resulting Issuer Advisory Warrants calculated on an undiluted basis, based on an aggregate of 3,864,350 Resulting Issuer Advisory Warrants expected to be issued and outstanding immediately following completion of the Transaction.
4. Percentage of outstanding Resulting Issuer Options calculated on an undiluted basis, based on an aggregate of 6,350,000 Resulting Issuer Options expected to be issued and outstanding immediately following completion of the Transaction.
5. 20% of the Resulting Issuer Shares, Resulting Issuer Warrants and Resulting Issuer Advisory Warrants subject to SSRRs will be released from the SSRR hold on the issuance of the Final Exchange Bulletin (the "Initial Release Date") and an additional 20% will be released on the dates that are 3 months, 6 months, 9 months, and 12 months following the Initial Release Date.

Auditor, Transfer Agent and Registrar

Auditor

It is expected that McGovern Hurley LLP, the current auditors of Vector, will be appointed as auditors of the Resulting Issuer following the closing of the Transaction. Following completion of the Transaction, it is expected that the Resulting Issuer will change its year end from December 31st to August 31st.

Transfer Agent and Registrar

It is expected that Computershare Investor Services Inc. will serve as the Resulting Issuer's registrar and transfer agent upon completion of the Transaction. It is expected that transfers of the securities of the Resulting Issuer may be recorded at registers maintained by Computershare Investor Services Inc. located at 510 Burrard Street, 3rd Floor, Vancouver, British Columbia, Canada, V6C 3B9.

RISK FACTORS

An investment in the Resulting Issuer Shares should be considered highly speculative, not only due to the nature of Vector's business and operations, but also because of the uncertainty related to completion of the Transaction. In addition to the other information in this Filing Statement, an investor should carefully consider each of, and the cumulative effect of, the following factors, which assume the completion of the Transaction. Except as noted, these risk factors have been drafted in a manner so as to assume the completion of the Transaction.

Risk Factors Relating to OSA

The Transaction May Not Be Completed

Completion of the Transaction is subject to a number of conditions, certain of which may be outside the control of OSA, including, without limitation, completion of the Offering, and receipt of Exchange approval. There can be no assurance, nor can OSA provide any assurance, that these conditions will be satisfied or, if satisfied, when they will be satisfied or that the Transaction will be completed as currently contemplated or at all. The requirement to take certain actions or to agree to certain conditions to satisfy such requirements or obtain any such approvals may have a material adverse effect on the business and affairs of the Resulting Issuer or the trading price of the Resulting Issuer Shares.

Final acceptance of the Transaction by the Exchange will be subject to OSA fulfilling all requirements of the Exchange. If such requirements are not met, the Transaction will not be completed. There is no guarantee that OSA will be able to satisfy the requirements of the Exchange such that it will issue the Final Exchange Bulletin.

If the Transaction is not completed, OSA may be liable for significant consulting, accounting and legal costs relating to the Transaction and will not realize anticipated benefits of the Transaction. If the Transaction is not completed and OSA Board decides to seek another merger or business combination, there can be no assurance that it will be able to find a party that will agree to equivalent or more attractive terms than those of the Transaction.

Possible Termination of the Acquisition Agreement

Each of OSA and Vector has the right to terminate the Acquisition Agreement in certain circumstances. Accordingly, there is no certainty, nor can OSA provide any assurance, that the Acquisition Agreement will not be terminated by either OSA or Vector before the completion of the Transaction. See “The Proposed Transaction – Termination of Acquisition Agreement”.

Limited Operating History

OSA has no assets other than cash. OSA has no history of earnings and will not generate earnings or pay dividends until at least after the completion of the Transaction. Until completion of the Transaction, OSA is not permitted to carry on any business other than the identification and evaluation of potential transactions.

Diversion of the Attention of Management

The Transaction could divert the attention of the management of OSA away from their day-to-day operations. These disruptions could be exacerbated by a delay in the completion of the Transaction and could have a material adverse effect on OSA, regardless of whether the Transaction is ultimately completed, or of the Resulting Issuer if the Transaction is completed.

Tax Consequences

The transactions described herein may have tax consequences in Canada, or elsewhere, depending on each particular existing or prospective securityholder's specific circumstances. Such tax consequences are not described herein and this Filing Statement is not intended to be, nor should it be construed as, legal or tax advice to any particular securityholder. Existing and prospective securityholders should consult their own tax advisors with respect to any such tax considerations.

Risk Factors Relating to the Resulting Issuer

Loss of Material Customers

The Resulting Issuer will carry on the business of Vector, and the post-launch business of Vector will depend on major customers for most of its sales. The loss of all or a substantial portion of Vector's sales from a major customer could have a material adverse effect on the Resulting Issuer's financial condition and results of operations by reducing cash flows and the Resulting Issuer's ability to spread costs over a larger revenue base. In addition, any dispute with a key customer, or an inability or unwillingness of a key customer to pay for the services of the Resulting Issuer may result in the Resulting Issuer incurring significant write-offs of accounts receivable that may have a material adverse effect on its financial condition, results of operations or cash flows.

In addition, Vector's major customers may have an increased ability to influence pricing and other contract terms. Therefore, the renegotiation of a major customer contract may also have an adverse effect on the Resulting Issuer's financial results if such renegotiation involves less favourable terms to the Resulting Issuer.

Regulatory Oversight of the Resulting Issuer's Business

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The Resulting Issuer’s products are regulated by major regulatory bodies like the Food and Drug Administration (“FDA”) and is strictly governed by a series of standardized regulations and guidelines to ensure data and product quality including, but not limited to Good Manufacturing Practices (“GMP”) and Good Laboratory Practices. These guidelines are mandatory standards for most regulatory agencies and designed to ensure the highest quality of research and manufacturing for medical devices. These regulations govern the design, development, testing, clinical trials, premarket clearance and approval, safety, marketing and registration of medical devices, in addition to regulating manufacturing practices, reporting, labeling and recordkeeping procedures. The Vector team has experience in the development and commercialization of medical devices under these regulations. The Vector team has put in place infrastructure to ensure compliance with relevant guidelines, including standard operation procedures and third-party audits. Despite these precautions, it is possible that activities conducted internally or by a third party may be non-compliant with industry standard regulations, with significant negative impact on the Resulting Issuer.

The Resulting Issuer’s products are at various stages of development; risk decreases as the product progresses through the various stages of preclinical and clinical development. Clinical trials of the products may not be successful or may result in unfavourable product profiles, resulting in significantly lower commercial opportunity than currently anticipated. Significant delays and inability to fully realize the value of the products may materially harm the business. Vector has committed significant resources, both human and financial, to the acquisition and development of products. The ability to generate revenues from any of these current or future products will depend heavily on the successful development and eventual commercialization of these products.

During product development, non-compliance with standard guidelines and regulations may invalidate drug product and/or data such that they are not appropriate to support regulatory filings. The Resulting Issuer may be required to repeat development activities as a result, incurring additional development risk and costs. Repeating specific development activities could also delay overall development and commercialization timelines, negatively impacting a product’s revenue potential. Adverse effects on timing and costs could lead to discontinuation of product development. In the event that non-compliance with standard guidelines adversely impacts clinical trial activities and trial participants, the Resulting Issuer could also be exposed to substantial reputational risk and legal liabilities. Regardless of merit or eventual outcome, liability claims may result in decreased demand for any products that it may develop, injury to the Resulting Issuer’s reputation and significant negative media attention, significant costs to defend the related litigation, substantial monetary awards to trial participants, loss of revenue and the inability to commercialize any products that the Resulting Issuer may develop.

For commercial products, non-compliance with standard guidelines and regulations may prevent the Resulting Issuer from releasing product to the market or require the Resulting Issuer to withdraw product from the market. In either case, the Resulting Issuer would incur manufacturing costs for product without the potential to generate revenues. In addition, delays in delivery of product to the market could adversely impact long-term product utilization and drive substitution to competitor products. In the case where product released to the market is retroactively found to be non-compliant with existing guidelines, the Resulting Issuer could also incur significant costs related to the returns, refunds, and destructions of non-compliant product. Additionally, the Resulting Issuer could be exposed to substantial reputational risk and legal liabilities with potential negative consequences outlined above.

In any situation of guideline non-compliance, the Resulting Issuer will be required to undertake a comprehensive investigation and engage in activities to remedy and prevent future deviations. These activities could impose significant costs on the Resulting Issuer and draw resources away from other Resulting Issuer objectives.

Ability to Obtain Required Regulatory Approvals for the Resulting Issuer’s Products

The Resulting Issuer’s products, and the activities associated with their development and commercialization, including their design, testing, manufacture, safety, efficacy, record keeping, labeling, storage, approval, advertising, promotion, sale, and distribution, are subject to comprehensive regulation by the FDA and by comparable authorities in other countries. Failure to obtain regulatory approval for a product will prevent the Resulting Issuer from commercializing the product. The Resulting Issuer has not received regulatory approval to market any of its products in any jurisdiction. The Resulting Issuer has only limited experience in filing and supporting the applications necessary to gain regulatory approvals and expects to rely on third party contract research organizations to assist it in this process.

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The process of obtaining regulatory approvals, both in the United States and abroad, is expensive, may take many years if additional clinical trials are required, and can vary substantially based upon a variety of factors, including the type, complexity and novelty of the products involved. Changes in regulatory approval policies during the development period, changes in or the enactment of additional statutes or regulations, or changes in regulatory review for each submitted product application, may cause delays in the approval or rejection of an application. The FDA and by comparable authorities in other countries have substantial discretion in the approval process and may refuse to accept any application or may decide that the Resulting Issuer’s data is insufficient for approval and require additional preclinical, clinical, or other studies.

A critical factor affecting development timelines is the availability of regulatory agency staff for essential communications, reviews, and approvals. Timely alignment and feedback from agencies such as the FDA are vital to advancing the Resulting Issuer’s programs. However, delays or resource constraints—including staffing shortages—may limit the availability of regulatory input, which can hinder progress and extend review timelines. If the Resulting Issuer experiences delays in obtaining approval or if it fails to obtain approval of its products, the commercial prospects for the Resulting Issuer’s product may be harmed and its ability to generate revenues will be materially impaired.

Risk of Post-Regulatory-Approval Marketing and Use Limitations

Any product for which the Resulting Issuer acquires marketing approval, along with the manufacturing processes, post-approval clinical data, labeling, advertising, and promotional activities for such product, will be subject to continual requirements of, and review by, the FDA and other regulatory authorities. These requirements include, among others, submissions of safety and other post-marketing information and reports, registration and listing requirements, FDA pre-approval inspection of the manufacturing facilities where the proposed product is produced to assess compliance with current GMP requirements (“eGMP”), quality assurance and corresponding maintenance of records and documents, requirements regarding the distribution of samples to physicians and record keeping. Even if regulatory approval of a product is granted, the approval may be subject to limitations on the indicated uses for which the product may be marketed or to the conditions of approval or contain requirements for costly post-marketing testing and surveillance to monitor the safety or efficacy of the product. The FDA closely regulates the post-approval marketing and promotion of medical technology to ensure medical technologies are marketed only for the approved indications and in accordance with the provisions of the approved label. The FDA imposes stringent restrictions on manufacturers’ communications regarding off-label use and if the Resulting Issuer does not market its products for their approved indications, the Resulting Issuer may be subject to enforcement action for off-label marketing.

In addition, later discovery of previously unknown problems with the Resulting Issuer’s products, manufacturers or manufacturing processes, or failure to comply with regulatory requirements, may yield various results, including the restrictions on such products, manufacturers or manufacturing processes; the restrictions on the marketing of a product; the restrictions on product distribution; requirements to conduct post-marketing clinical trials; withdrawal of the products from the market; refusal to approve pending applications or supplements to approved applications that it submits; recall of products; fines, restitution or disgorgement of profits or revenue; suspension or withdrawal of regulatory approvals; refusal to permit the import or export of the Resulting Issuer’s products; product seizure; or injunctions or the imposition of civil or criminal penalties.

Ability to Achieve Market Access

Even if any of the Resulting Issuer’s products receive marketing approval by the FDA and by comparable authorities in other countries, there is no guarantee they will gain sufficient market acceptance by physicians, patients, healthcare practitioners and others in the medical community. If the Resulting Issuer’s products do not achieve sufficient level of acceptance, the Resulting Issuer may not generate sufficient revenues and may not become profitable. The degree of market acceptance of the Resulting Issuer’s products will depend on a number of factors, including the potential advantages the Resulting Issuer’s product provides compared to alternative treatments, the price, the convenience and ease of administration compared to alternative treatments, the willingness of the physicians to prescribe the Resulting Issuer’s new products, the strength of marketing and distribution support through its partners, sufficient third party coverage or reimbursement and the prevalence and severity of any side effects.

The Resulting Issuer’s ability to commercialize any products successfully will also depend on the extent to which coverage and reimbursement for these products and related treatments will be available from government healthcare

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programs, private health insurers, managed care plans, and other organizations. Government authorities and third-party payers, such as private health insurers and health maintenance organizations, decide which medications they will pay for and establish reimbursement levels. A primary trend in the U.S. healthcare industry is cost containment. Government authorities and third-party payers have attempted to control costs by limiting coverage and the amount of reimbursement for particular technologies. The Resulting Issuer cannot be sure that coverage and reimbursement will be available for any product that the Resulting Issuer commercializes and, if reimbursement is available, the level of reimbursement. Reimbursement may impact the demand for, or the price of, any product for which the Resulting Issuer obtains marketing approval. If reimbursement is not available or is available only to limited levels, the Resulting Issuer may not be able to successfully commercialize any product for which the Resulting Issuer obtained marketing approval. There may be significant delays in obtaining coverage and reimbursement for newly developed medical technologies, and coverage may be more limited than the purposes for which the drug is approved by the FDA or other regulatory authorities. Moreover, eligibility for coverage and reimbursement does not imply that a product will be paid for in all cases or at a rate that covers our costs, including research, development, manufacture, sale, and distribution expenses. Interim reimbursement levels for new products, if applicable, may also be insufficient to cover the Resulting Issuer's costs and may not be made permanent. Reimbursement rates may vary according to the use of the product and the clinical setting in which it is used, may be based on reimbursement levels already set for lower cost technologies and may be incorporated into existing payments for other services. Net prices for medical technology products may be reduced by mandatory discounts or rebates required by government healthcare programs or private payers. Third party payers often rely upon Medicare coverage policy and payment limitations in setting their own reimbursement policies. The Resulting Issuer's inability to promptly obtain coverage and profitable payment rates from both government-funded and private payers for any approved products could have a material adverse effect on its operating results, ability to raise capital needed to commercialize products and overall financial condition.

Additionally, current and potential customers, particularly large enterprises, may elect to develop or acquire their own solutions for transdermal drug delivery that would reduce or eliminate the demand for the Resulting Issuer's products.

Anti-Bribery and Anti-Corruption Laws and Regulations

Healthcare providers, physicians and third-party payers play a primary role in the recommendation and prescription of any products for which the Resulting Issuer obtains marketing approval. The Resulting Issuer's future arrangements with third party payers and customers may expose the Resulting Issuer to broadly applicable fraud and abuse and other healthcare laws and regulations that may constrain the business or financial arrangements and relationships through which it markets, sells, and distributes its products for which it obtains marketing approval. Restrictions under applicable United States federal and state healthcare laws and regulations that may impact the Resulting Issuer's activities, include the following:

the federal healthcare anti-kickback statute prohibits, among other things, persons from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, order or recommendation of, any good or service, for which payment may be made under federal and state healthcare programs;
civil penalties could be imposed against individuals or entities for knowingly presenting, or causing to be presented, to the federal government, claims for payment that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government;
criminal and civil liability could be imposed for executing a scheme to defraud any healthcare benefit program and also imposes obligations, including mandatory contractual terms, with respect to safeguarding the privacy, security and transmission of individually identifiable health information;
manufacturers of drugs, devices, biologics, and medical supplies are generally required to report information related to physician payments and other transfers of value and physician ownership and investment interests; and
analogous laws and regulations, such as state anti-kickback and false claims laws, may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third party payers, including private insurers, and some laws require pharmaceutical companies to comply with the pharmaceutical industry's voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government in addition to requiring drug manufacturers to report information related to payments to physicians and other health care providers or marketing expenditures.
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Costs will be substantial to ensure that the Resulting Issuer’s business arrangements with third parties will comply with applicable healthcare laws and regulations in each jurisdiction when the Resulting Issuer products will eventually be offered. It is possible that governmental authorities will conclude that the Resulting Issuer’s business practices may not comply with current or future statutes, regulations or case law involving applicable fraud and abuse or other healthcare laws and regulations. If the Resulting Issuer’s operations are found to be in violation of any of these laws or any other governmental regulations that may apply to it, it may be subject to significant civil, criminal, and administrative penalties, damages, fines, exclusion from government funded healthcare programs, such as Medicare and Medicaid in the United States, and the curtailment or restructuring of the Resulting Issuer’s operations. If any of the physicians or other providers or entities with whom the Resulting Issuer’s expects to do business are found to be not in compliance with applicable laws, they may be subject to criminal, civil or administrative sanctions, including exclusions from government funded healthcare programs.

Reliance on Third Party Manufacturers

The Resulting Issuer currently does not own or operate any manufacturing facilities and does not have any significant in-house manufacturing experience or personnel. As such, the Resulting Issuer relies on third party contract manufacturers to manufacture product candidates and work with multiple third-party suppliers to produce sufficient quantities of materials required for the manufacture of Resulting Issuer’s products for preclinical testing and clinical trials and intends to do so for the commercial manufacture of the Resulting Issuer's products.

Reliance on third party manufacturers entails risks which Resulting Issuer would not be subject if the Resulting Issuer manufactured its product candidates, including the following:

reliance on the third party for regulatory compliance and quality control and assurance;
the possibility of breach of the manufacturing agreement by the third party because of factors beyond the Resulting Issuer’s control (including a failure to manufacture the Resulting Issuer’s products in accordance with the product specifications); and
the possibility of termination or nonrenewal of the agreement by the third party at a time that is costly or damaging to the Resulting Issuer.

The manufacturers may encounter difficulties in scaling up production, including quality control and quality assurance. There may only be a limited number of manufacturers can supply certain components of the Resulting Issuer’s products, and failure by the manufacturer to deliver the required quantities of such components on a timely basis and/or at commercially reasonable prices, may have a material adverse effect on the Resulting Issuer. In the event that a manufacturer stops supplying the required part(s), the Resulting Issuer may need to identify an alternative source of such components, which may cause substantial delays to one or all of the Resulting Issuer’s clinical programs.

The FDA and other regulatory authorities require that Resulting Issuer’s products be manufactured according to cGMP and similar foreign standards. Any discovery of problems with a product, or a manufacturing or laboratory facility used by the Resulting Issuer's collaborators, may result in restrictions on the product or on the manufacturing or laboratory facility, including product recall, suspension of manufacturing, product seizure or a voluntary withdrawal of the product from the market. Any failure by our third-party manufacturers to comply with cGMP or any failure to deliver sufficient quantities of products in a timely manner, could lead to a delay in, or failure to obtain, regulatory approval of any of the Resulting Issuer’s products.

Reliance on Information Made Available by Vector

Vector is not a publicly-listed entity. As a result, all historical information relating to Vector presented in the Filing Statement has been provided in reliance on the information made available by Vector. Although OSA has no reason to doubt the accuracy or completeness of the information provided by Vector, any inaccuracy or omission in such information contained in this Filing Statement could result in unanticipated liabilities or expenses, increase the costs expected to be borne by the Resulting Issuer or adversely affect the operational plans of the Resulting Issuer and its result of operations and financial condition.

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Protection of the Resulting Issuer's Intellectual Property Rights

One of the Resulting Issuer's principal assets is its intellectual property assets. Consequently, the protection of the Resulting Issuer's intellectual property rights is expected to be crucial to the success of its business. The Resulting Issuer has sought to protect the Resulting Issuer's proprietary position by filing patent applications in the United States to its novel technologies and products that are important to its business. This process is expensive and time-consuming, and the Resulting Issuer may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. In addition, patents might not be issued or granted with respect to the Resulting Issuer's patent applications that are currently pending and issued or granted patents might later be found to be invalid or unenforceable, be interpreted in a manner that does not adequately protect the Resulting Issuer's current product or any future products or fail to otherwise provide us with any competitive advantage. The patent position of biotechnology and pharmaceutical companies is generally uncertain because it involves complex legal and factual considerations and in recent years has been the subject of much litigation. The standards applied by the U.S. Patent and Trademark Office and foreign patent offices in granting patents are not always applied uniformly or predictably. As a result, the issuance, scope, validity, enforceability and commercial value of the Resulting Issuer's patent rights are highly uncertain. The degree of future protection that the Resulting Issuer will have on its proprietary products and technology, if any, is uncertain and a failure to obtain adequate intellectual property protection with respect to the Resulting Issuer's products and proprietary technology could have a material adverse impact on the success of its business.

Numerous patents and pending patent applications owned by others exist in the field where the Resulting Issuer has commercialized, and expects to further commercialize, its licensed technology and sell its products. These patents and patent applications might have priority over the Resulting Issuer's current and future intellectual property applications and could subject the Resulting Issuer's applications to invalidation and/or prevent one or more of such applications to be granted to provide an enforceable patent right. The Resulting Issuer may be unable to obtain adequate patent protection or any patent protection for technology claimed in its applications, or such patent protection may not be obtained quickly enough to meet its business needs.

Third Party Intellectual Property Infringement

The Resulting Issuer's success and ability to compete also depends in part on its ability to develop, manufacture, market and sell its products and use its proprietary technologies without infringing, misappropriating or otherwise violating the intellectual property or other proprietary rights of third parties. Third-party intellectual property rights, including trademark registrations, pending trademark applications and non-registered common law use, may cover the Resulting Issuer's patents, the way the Resulting Issuer markets its goods and services, and/or the Resulting Issuer's technology. These third-party rights may preclude the Resulting Issuer from making, using or selling its commercial products and services. This risk exists independently of the Resulting Issuer's licensed patent rights. Current and potential competitors may own patents, copyrights, trademarks and trade secrets and may pursue litigation based on allegations of infringement, misappropriation or other violations of intellectual property rights. The Resulting Issuer may receive notices that claim it has infringed, misappropriated, misused or otherwise violated other parties' intellectual property rights. These other parties may have the capability to dedicate substantial resources to enforce their intellectual property rights and to defend claims that may be brought against them.

Other than as disclosed herein, Vector has not received any notices that it has violated intellectual rights of any third party, to the extent the Resulting Issuer gains greater commercial visibility, the Resulting Issuer faces a higher risk of being the subject of intellectual property infringement, misappropriation or other violation claims. Any intellectual property litigation initiated against the Resulting Issuer may involve non-practicing patent assertion entities or companies who use their patents as a means to extract license fees by threatening costly litigation or that have minimal operations or relevant product revenue. The Resulting Issuer's licensed patent rights may provide little or no deterrence or protection against such non-practicing patent assertion entities. Regardless of the merit of any intellectual property or other legal action, any threatened action that reduces confidence in the technology's long-term viability may adversely affect an investment in the Resulting Issuer. As a result, an intellectual property claim could adversely affect the business and affairs of the Resulting Issuer.

As a result of any such allegations of intellectual property infringement, the Resulting Issuer may need to redesign or rebrand its products and services. This may include developing alternative non-infringing technology or branding,

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which could require significant effort and expense. The Resulting Issuer could be forced to negotiate the rights to the third party’s intellectual property to continue to develop and market the Resulting Issuer’s products and technology. The Resulting Issuer could be required to seek a license for third-party intellectual property. There is no guarantee that the Resulting Issuer will be able to obtain any required license on commercially reasonable terms or at all. Even if the Resulting Issuer was able to obtain a license, it could be non-exclusive, thereby giving its competitors access to the same technologies licensed to the Resulting Issuer. Even if a license were available, The Resulting Issuer could be required to pay significant royalties, which would increase its expenses. If the Resulting Issuer cannot license rights or develop alternative technology for any infringing aspect of its business, it would be forced to limit or stop sales of one or more of its products or services, it could lose existing customers, and it may be unable to compete effectively. In addition, the Resulting Issuer could be found liable for additional monetary damages. Any of these results would materially harm the Resulting Issuer’s business, financial condition, and results of operations. Claims that the Resulting Issuer has misappropriated the confidential information or trade secrets of third parties could have a similar negative impact on its business.

Intellectual Property Rights Claims Against Third Parties

Likewise, the Resulting Issuer may initiate claims or litigation against third parties for infringement, misappropriation or other violation of its intellectual property rights or other proprietary rights or to establish the validity of its intellectual property rights or other proprietary rights. Any such litigation, whether or not resolved in the Resulting Issuer’s favor, could be time-consuming, result in significant expense to and divert the efforts of technical and management personnel. The court may decide in an infringement proceeding that a specific patent held by the Resulting Issuer is not valid or enforceable or may refuse to stop the other party from using the Resulting Issuer’s intellectual technology at issue on the grounds that its patents do not cover the intellectual property being disputed. Attempts to enforce intellectual property rights against third parties could also provoke these third parties to assert their own intellectual property rights or other claims against the Resulting Issuer or result in a holding that invalidates or narrows the scope of the Resulting Issuer’s rights, in whole or in part. Additionally, due to the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of the Resulting Issuer’s confidential information could be compromised by disclosure during this type of litigation.

Third parties may also legitimately and independently develop products, services and technology similar to, or duplicative of, the Resulting Issuer’s products and services. Despite the Resulting Issuer’s best efforts, third parties may attempt to disclose, obtain, copy or use the Resulting Issuer’s intellectual property rights or other proprietary information or technology without authorization. Efforts to protect intellectual property and other proprietary rights may not prevent such unauthorized disclosure or use, misappropriation, infringement, reverse engineering or other infringement of these rights.

Reliance on Contracts to Protect Intellectual Property

The Resulting Issuer’s agreements with customers and other third parties may include indemnification provisions under which it agrees to indemnify them for losses suffered or incurred as a result of third party claims of intellectual property infringement, misappropriation, or other violations of intellectual property rights, damages caused by the Resulting Issuer to property or persons, or other liabilities relating to or arising from its platforms, services, or other contractual obligations. Large indemnity payments could harm the business, financial condition and operations of the Resulting Issuer. Any dispute with a customer with respect to such obligations could have adverse effects on its relationship with that customer, other existing customers and new customers which could harm the business and results of operations.

In addition to protection under intellectual property laws, Vector relies on confidentiality or license agreements that it will generally enter into with corporate partners, employees, consultants, contractors, advisors, vendors and customers. The Resulting Issuer will generally limit access to and distribution of its proprietary information. However, the Resulting Issuer cannot be certain that it will have entered into such agreements with all parties who may have or had access to confidential information or that the agreements entered into will not be breached or challenged or that such breaches will be detected. Furthermore, non-disclosure provisions can be difficult to enforce, and even if successfully enforced, may not be entirely effective. The Resulting Issuer cannot guarantee that any of the measures it will have taken will prevent infringement, misappropriation or other violation of its technology or other intellectual property or

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proprietary rights. The Resulting Issuer also may be a target for a cyberattack, which poses a risk of unauthorized access to, and misappropriation of, its proprietary and competitively sensitive information.

Ability to Complete Favourable Acquisitions

As part of the Resulting Issuer's business strategy, it may attempt to acquire businesses that it believes are a strategic fit with its business. The Resulting Issuer may not be able to complete such acquisitions on favourable terms, if at all. Any future acquisitions may result in unforeseen operating difficulties and expenditures and may absorb significant management attention that would otherwise be available for ongoing development of its business. Since the Resulting Issuer may not be able to accurately predict these difficulties and expenditures, these costs may outweigh the value it realizes from a future acquisition and any acquisition the Resulting Issuer completes could be viewed negatively by its customers. Future acquisitions could result in an issuance of securities that would dilute shareholders' ownership interest, the incurrence of debt, contingent liabilities, amortization of expenses related to other intangible assets, and the incurrence of large, immediate write-offs.

Global Macroeconomic Trends can Impact the Resulting Issuer

Various macroeconomic factors could adversely affect the Resulting Issuer's business and the results of the Resulting Issuer's operations and financial condition, including changes in inflation, interest rates and foreign currency exchange rates, and overall economic conditions and uncertainties, including those resulting from political instability and the current and future conditions in the global financial markets. For instance, if inflation, tariffs or other factors were to significantly increase the Resulting Issuer's business costs, it may not be feasible to pass through price increases. Interest rates, the liquidity of the credit markets and the volatility of the capital markets could also affect the value of the Resulting Issuer's investments and the Resulting Issuer's ability to liquidate the Resulting Issuer's investments in order to fund the Resulting Issuer's operations, if necessary. In addition, interest rates and the ability to access credit markets could also adversely affect the ability of customers to purchase and pay for the Resulting Issuer's services. These factors could adversely affect the Resulting Issuer's business and financial condition.

Additional Financing

The advancement and development of the Resulting Issuer's business may require substantial additional financing. As a result, the Resulting Issuer may be required to seek additional sources of equity financing in the near future. The Resulting Issuer's ability to raise additional equity financing may be affected by numerous factors beyond its control including, but not limited to, adverse market conditions, commodity price changes and economic downturns. There can be no assurance that the Resulting Issuer will be successful in obtaining any additional financing required to continue its business operations or that such financing will be sufficient to meet the Resulting Issuer's objectives.

Litigation

The Resulting Issuer may become subject to disputes with customers, commercial parties with whom it maintains relationships or other parties with whom it does business. Any such dispute could result in litigation between the Resulting Issuer and the other parties.

There is an inherent risk of product liability exposure related to the testing of the Resulting Issuer's products in human clinical trials and the Resulting Issuer will face an even greater risk if it commercially sells any products that it may develop. The Resulting Issuer's current products have not been widely used over an extended period of time, and therefore, safety data is limited.

In addition, any intellectual property rights, including the Resulting Issuer's registered patent rights, may be challenged, narrowed, invalidated, held unenforceable and/or circumvented in litigation or other administrative proceedings, including, where applicable, opposition, re-examination, inter partes review, post-grant review, interference, nullification and derivation proceedings and equivalent proceedings in foreign jurisdictions. Such challenges to the Resulting Issuer's intellectual property rights may result in substantial cost and require significant time from management, even if the eventual outcome is favorable. The Resulting Issuer may be required to spend significant resources to monitor and protect its intellectual property and other proprietary rights. The Resulting Issuer

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may conclude that in at least some instances the benefits of protecting its intellectual property or other proprietary rights may be outweighed by the expense or distraction to its management. Effective protection of the Resulting Issuer’s intellectual property rights, including its licensed patent rights, may not be available in every country in which its products or services are available. The laws of some countries may not be as protective of intellectual property rights as those in the United States and Canada, and mechanisms for enforcement of intellectual property rights may be inadequate. Accordingly, any enforceable patent or other intellectual property rights obtained may be lost or no longer provide the Resulting Issuer meaningful competitive advantages.

Also, any public announcements of the results of hearings, motions or other interim proceedings or developments could be perceived to be negative by securities analysts or investors, leading to a potential adverse effect on the price of the Resulting Issuer Shares.

Whether or not any dispute actually proceeds to litigation, the Resulting Issuer may be required to devote significant resources, including management time and attention, to its successful resolution (through litigation, settlement or otherwise), which would detract from management's ability to focus on the Resulting Issuer's business. Any such resolution could involve the payment of damages or expenses by the Resulting Issuer, which may be significant. In addition, any such resolution could involve the Resulting Issuer's agreement to certain settlement terms that restrict the operation of its business.

Insurance and Uninsured Risks

The Resulting Issuer's business is subject to a number of risks and hazards generally, including industrial accidents, labour disputes, catastrophic equipment failures and changes in the regulatory environment. Such occurrences could result in damage to the Resulting Issuer's facilities, personal injury or death to the Resulting Issuer's properties or the properties of others, monetary losses and possible legal liability.

Although the Resulting Issuer will maintain insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance will not cover all the potential risks associated with the Resulting Issuer's operations. The Resulting Issuer may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Losses from these events may cause the Resulting Issuer to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

Attracting and Retaining Talented Personnel

The Resulting Issuer's success will depend in large measure on the abilities, expertise, judgment, discretion, integrity and good faith of management and other personnel in conducting the business of the Resulting Issuer. The Resulting Issuer will rely on its management team and other key personnel in the areas of marketing and sales, and research and development, among others, and the loss of any of these individuals or the inability to attract suitably qualified staff could materially adversely impact the business. The Resulting Issuer's ability to manage its operating, development, and financing activities will depend in large part on the efforts of these individuals. The Resulting Issuer's success will depend on the ability of management and employees to interpret market data successfully and to interpret and respond to economic, market and other business conditions in order to locate and adopt appropriate investment opportunities, monitor such investments and ultimately, if required, successfully divest such investments. Further, key personnel may not continue their association or employment with the Resulting Issuer, which may not be able to find replacement personnel with comparable skills. The Resulting Issuer has sought to and will continue to ensure that management and any key personnel are appropriately compensated; however, their services cannot be guaranteed. If the Resulting Issuer is unable to attract and retain key personnel, business may be adversely affected. The Resulting Issuer faces intense competition for qualified personnel, especially for employees experienced in designing and developing medical technology products, and there can be no assurance that the Resulting Issuer will be able to attract and retain such personnel.

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Competition

The industries in which the Resulting Issuer will operate are competitive. Some competitor companies can be expected to offer similar services and products and have longer operating histories and more financial resources and marketing experience than the Resulting Issuer. Increased competition by larger and better financed competitors could materially and adversely affect the business, financial condition and results of operations of the Resulting Issuer. Some of these competitors and new entrants may have brands that are or become more widely recognized by consumers than the Resulting Issuer's brand, and they may also have substantially greater financial, marketing, technical or other resources. The Resulting Issuer's competitors may also merge or form strategic partnerships. The Resulting Issuer may face further competition from medical technology companies that focus their efforts on developing and marketing products that are similar in nature to its products, but may offer improvements over the Resulting Issuer's product, in either effectiveness or price. These factors could adversely impact the Resulting Issuer's competitive position. To remain competitive, the Resulting Issuer will require a continued high level of investment in operations, marketing, and sales. Its success will partly depend on its ability to secure superiority in its product and operations and maintain such superiority in the face of new products and competition. The Resulting Issuer may not have sufficient resources to maintain operations, products, marketing, sales and customer support efforts on a competitive basis which could materially and adversely affect the business, financial condition and results of operations of the Resulting Issuer.

If the Resulting Issuer fails to predict customers' needs and demands and achieve further market acceptance in the industry it serves, or if a competitor establishes a similar technological solution that is more widely adopted, it could adversely impact the Resulting Issuer's ability to grow its business and operations could be harmed.

Possible Conflicts of Interest of Directors and Officers of the Resulting Issuer

The directors and officers of the Resulting Issuer may also serve as directors and/or officers of other companies and, consequently, there exists the possibility for such directors and officers to be in a position of conflict. The Resulting Issuer expects that any decision made by any of such directors and officers involving the Resulting Issuer will be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of the Resulting Issuer and its shareholders, but there can be no assurance in this regard.

Volatility of Market for Resulting Issuer Shares

Securities markets throughout the world are cyclical and, over time, tend to undergo high levels of price and volume volatility. A publicly traded company, particularly a medical technology company, experience wide fluctuations in price that are not necessarily related to the operating performance, underlying asset values or prospects of such companies, including:

actual or anticipated changes in the Resulting Issuer's growth rate relative to its competitors;
adverse results or delays in any of the current or projected clinical trials the Resulting Issuer will undertake to develop its products;
regulatory actions with respect to the Resulting Issuer's programs;
unanticipated efficacy, safety or tolerability concerns related to any of the Resulting Issuer's products;
changes in laws or regulations applicable to the Resulting Issuer's current product candidates or any future products, including but not limited to clinical trial requirements for approvals;
the Resulting Issuer's inability to effectively promote and market any of its products once approved;
competition from other Resulting Issuer's existing products or new products that they are developing;
failure to meet or exceed financial estimates and projections of the investment community;
issuance of new or updated research or reports by securities analysts;
fluctuations in the valuation of competitive companies to the Resulting Issuer;
share price and volume fluctuations attributable to inconsistent trading volume levels of the Resulting Issuer's shares;
additions or departures of key management or scientific personnel;
acquiring additional debt or equity financing efforts;
sales of the Resulting Issuer's Shares by the Resulting Issuer, its insiders or other shareholders; and
general economic and market conditions.

In addition, if Resulting Issuer Shareholders on completion of the Transaction sell substantial amounts of Resulting Issuer Shares in the public market, the market price of the Resulting Issuer's Shares could fall. Increased levels of volatility and resulting market turmoil may adversely impact the price of the Resulting Issuer Shares. If the Resulting Issuer is required to access capital markets to carry out its development objectives (as is expected), the state of domestic and international capital markets and other financial systems could affect its respective access to, and cost of, capital. Such capital may not be available on terms acceptable to the Resulting Issuer or at all, and this could have a material adverse impact on its business, financial condition, results of operations or prospects.

Dilution Risk

In order to finance future operations and development efforts, the Resulting Issuer may raise funds through the issue of Resulting Issuer Shares or securities convertible into Resulting Issuer Shares. The constating documents of the Resulting Issuer will allow it to issue, among other things, an unlimited number of Resulting Issuer Shares for such consideration and on such terms and conditions as may be established by the directors of the Resulting Issuer, in many cases, without the approval of shareholders. The size of future issues of Resulting Issuer Shares or securities convertible into Resulting Issuer Shares or the effect, if any, that future issues and sales of the Resulting Issuer Shares will have on the price of the Resulting Issuer Shares cannot be predicted at this time. Any transaction involving the issue of previously authorized but unissued Resulting Issuer Shares or securities convertible into Resulting Issuer Shares would result in dilution, possibly substantial, to present and prospective shareholders of the Resulting Issuer.

Dividends

The Resulting Issuer does not intend to declare dividends for the foreseeable future, as the Resulting Issuer anticipates that any future earnings will be re-invested in the development and growth of the business. Therefore, investors will not receive any funds unless they sell their Resulting Issuer Shares, and shareholders may be unable to sell their shares on favorable terms or at all. Investors cannot be assured of a positive return on investment or that they will not lose the entire amount of their investment in Resulting Issuer Shares.

Public Company Costs and Regulatory Compliance

The Resulting Issuer will incur costs as a public company for regulatory compliance and operations, which could have a material adverse impact on the Resulting Issuer's results of operations, financial condition and cash flows. In addition, future changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to the Resulting Issuer's operations, increased compliance costs or give rise to material liabilities, which could have a material adverse effect on the business, results of operations and financial condition of the Resulting Issuer. The Resulting Issuer's efforts to grow its business may be costlier than expected, and the Resulting Issuer may not be able to increase its revenue enough to offset its higher operating expenses. The Resulting Issuer may incur significant losses in the future for a number of reasons, including the other risks described herein, and unforeseen expenses, difficulties, complications and delays, and other unknown events. If the Resulting Issuer is unable to achieve and sustain profitability, the market price of the Resulting Issuer Shares may significantly decrease.

Uncertainty of Revenue Growth

There can be no assurance that the Resulting Issuer can generate substantial revenue growth, or that any revenue growth that is achieved can be sustained. Revenue growth that the Resulting Issuer has achieved or may achieve may not be indicative of future operating results. In addition, the Resulting Issuer may increase further its operating expenses in order to fund higher levels of sales and marketing efforts and increase its administrative resources in anticipation of future growth. To the extent that increases in such expenses precede or are not subsequently followed by increased revenues, the Resulting Issuer's business, operating results and financial condition will be materially adversely affected.

Uncertainty of Use of Proceeds

Although the Resulting Issuer has set out its intended use of proceeds in this Filing Statement, these intended uses are estimates only and subject to change. While management of Vector does not contemplate any material variation,

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management of the Resulting Issuer retains broad discretion in the application of such proceeds. The failure by the Resulting Issuer to apply these funds effectively could have a material adverse effect on the Resulting Issuer's business, including the Resulting Issuer's ability to achieve its stated business objectives under the heading “Information Concerning the Resulting Issuer – Business Objectives & Milestones”.

GENERAL MATTERS

Experts

The following is a list of persons or companies whose profession or business gives authority to a statement made by a person or company named in this Filing Statement as having prepared or certified a part of that document or report described in the Filing Statement:

Davidson & Company LLP has provided auditor's reports on the audited financial statements of OSA included in this Filing Statement; and
McGovern Hurley LLP has provided auditor's reports on the audited financial statements of Vector included in this Filing Statement.

Interest of Experts

To the knowledge of management of Vector and OSA as of the date hereof, no expert, nor any Associate or Affiliate of such person has any registered or beneficial interest, direct or indirect, in the securities or property of Vector and OSA or is expected to be elected, appointed or employed as a director, officer or employee of the Resulting Issuer or of any Associate or Affiliate thereof.

The financial statements of Vector have been audited by McGovern Hurley LLP, as set forth in their audit reports, copies of which are attached as Schedule “C”. McGovern Hurley LLP is the auditor of Vector and is independent of Vector within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario.

The OSA Financial Statements have been audited by Davidson & Company LLP, as set forth in their audit reports, copies of which are attached as Schedule “A”. Davidson & Company LLP is the auditor of OSA and is independent within the meaning of the Rules of Professional Conduct of the Institute of Chartered Professional Accountants of British Columbia.

Other Material Facts

There are no material facts about OSA, Vector, the Resulting Issuer or the Transaction that are not disclosed under the preceding items and are necessary in order for this Filing Statement to contain full, true and plain disclosure of all material facts relating to OSA, Vector and the Resulting Issuer, assuming completion of the Transaction.

Board Approval

The board of directors of OSA and Vector have approved this Filing Statement. Where information contained in this Filing Statement rests particularly within the knowledge of a person other than OSA or Vector, OSA and Vector have relied upon information furnished by such person.

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CERTIFICATE OF OPENSESAME ACQUISITION CORP.

The foregoing document constitutes full, true and plain disclosure of all material facts relating to the securities of OpenSesame Acquisition Corp. (“OSA”), assuming Closing.

DATED April 14, 2026.

(signed) “Scott Kelly”

Scott Kelly
Chief Executive Officer and Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS OF OPENSESAME ACQUISITION CORP.

(signed) “Patrick O’Flaherty”
Patrick O’Flaherty
Director

(signed) “Stephen Kenwood”
Stephen Kenwood
Director

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CERTIFICATE OF VECTOR SCIENCE AND THERAPEUTICS INC.

The foregoing as it relates to Vector Science and Therapeutics Inc. (“Vector”) constitutes full, true and plain disclosure of all material facts relating to the securities of Vector.

DATED April 14, 2026.

(signed) “William Jackson”

William Jackson
Chief Executive Officer

(signed) “Stephen Gledhill”

Stephen Gledhill
Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS OF VECTOR SCIENCE AND THERAPEUTICS INC.

(signed) “Tommy Thompson”

Tommy Thompson
Lead Independent Director

(signed) “Barry Hix”

Barry Hix
Director

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ACKNOWLEDGEMENT

"Personal Information" means any information about an identifiable individual, and includes information contained in any items in the attached filing statement that are analogous to Items 4.2, 11, 12.1, 15, 17.2, 18.2, 23, 24, 26, 31.3, 32, 33, 34, 35, 36, 37, 38, 40 and 41 of Form 3B2 of the Exchange, as applicable.

The undersigned acknowledges and agrees that it has obtained the express written consent of each individual related or connected to the undersigned to:

(a) the disclosure of Personal Information by the undersigned to the Exchange (as defined in Schedule 6B) pursuant to Form 3B2 of the Exchange; and

(b) the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Schedule 6B or as otherwise identified by the Exchange, from time to time.

OPENSESAME ACQUISITION CORP.

(signed) “Scott Kelly”

Per:
Scott Kelly
Chief Executive Officer

SCHEDULE “A”

Audited Financial Statements of Opensesame Acquisition Corp. for the Years Ended December 31, 2025 and 2024

(See attached)

A-1

OpenSesame Acquisition Corp.

Financial Statements

For the years ended December 31, 2025 and 2024

(Expressed in Canadian Dollars)

DAVIDSON

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of
OpenSesame Acquisition Corp.

Opinion

We have audited the accompanying financial statements of OpenSesame Acquisition Corp. (the "Company"), which comprise the statements of financial position as at December 31, 2025 and 2024 and the statements of loss and comprehensive loss, changes in shareholders' equity, and cash flows for the years then ended, and notes to the financial statements, including material accounting policy information.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards).

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the financial statements, which indicates that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current year period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Except for the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our auditor's report.

Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management's Discussion and Analysis.

DAVIDSON & COMPANY LLP

1200 - 609 Granville Street

PO BOX 10372, Pacific Centre

Vancouver, BC V7Y 1G6

604 687 0947

davidson-co.com

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current year period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Peter Maloff.

Chartered Professional Accountants

Vancouver, Canada

April 10, 2026

OpenSesame Acquisition Corp.

Statement of Financial Position

As at December 31, 2025 and 2024

(Expressed in Canadian dollars)

	December 31, 2025	December 31, 2024
Assets
Current Assets
Cash and cash equivalents	$ 66,812	$ 197,493
GST receivable	5,658	8,597
Prepaid expenses	24,031	-
Total Assets	$ 96,501	$ 206,090
Liabilities and Shareholders' Equity
Current Liabilities
Accounts payable and accrued liabilities	$ 39,699	$ 30,629
	39,699	30,629
Shareholders' Equity
Share Capital (Note 6)	293,507	293,507
Contributed surplus (Note 6)	54,055	54,055
Deficit	(290,760)	(172,101)
	56,802	175,461
	$ 96,501	$ 206,090

Nature of business and continuing operations (Note 1)

Approved on Behalf of the Board on April 10, 2026:

"Scott Kelly"

Scott Kelly - Director

"Stephen Kenwood"

Stephen Kenwood - Director

The accompanying notes are an integral part of these financial statements.

OpenSesame Acquisition Corp.
Statement of Loss and Comprehensive Loss
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)

	2025	2024
Expenses
Accounting fees (Note 5)	$ 12,976	$ 9,000
Office expenses	1,733	2,003
Professional fees (Note 8)	91,864	28,428
Transfer agent and filing fees	16,852	15,347
Travel and promotion	-	3,427
	(123,425)	(58,205)
Other Income (Expense)
Interest income	4,766	8,133

Loss and comprehensive loss	$ (118,659)	$ (50,072)

Weighted average number of common shares outstanding -
Basic and diluted (Note 7)	2,975,000	2,975,000
Basic and diluted loss per share	$ 0.04	$ 0.02

The accompanying notes are an integral part of these financial statements.

OpenSesame Acquisition Corp.

Statement of Changes in Shareholders' Equity

For the years ended December 31, 2025 and 2024

(Expressed in Canadian dollars)

	Share Capital		Contributed
	Number (Note 6)	Amount (Note 6)	Surplus (Note 6)	Deficit	Total Equity
Balance, December 31, 2023	5,500,000	$ 293,507	$ 54,055	$ (122,029)	$ 225,533
Loss and comprehensive loss for the year	-	-	-	(50,072)	(50,072)
Balance, December 31, 2024	5,500,000	293,507	54,055	(172,101)	175,461
Loss and comprehensive loss for the year	-	-	-	(118,659)	(118,659)
Balance, December 31, 2025	5,500,000	$ 293,507	$ 54,055	$ (290,760)	$ 56,802

The accompanying notes are an integral part of these financial statements.

OpenSesame Acquisition Corp.
Statement of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)

	2025	2024
Cash provided by (used for):
Operating Activities:
Loss for the year	$ (118,659)	$ (50,072)
Net change in non-cash working capital items:
GST receivable	2,939	(2,487)
Prepaid expenses	(24,031)	-
Accounts payable and accrued liabilities	9,070	14,900
Net cash (used in) operating activities	(130,681)	(37,659)
Change in cash and cash equivalents for the year	(130,681)	(37,659)
Cash and cash equivalents, beginning of the year	197,493	235,152
Cash and cash equivalents, end of the year	$ 66,812	$ 197,493
Supplemental information:
Interest paid	$ -	$ -
Income taxes	$ -	$ -

There were no non-cash investing or financing transactions during the years ended December 31, 2025 and 2024.

The accompanying notes are an integral part of these financial statements.

OpenSesame Acquisition Corp.

Notes to the Financial Statements

For the years ended December 31, 2025 and 2024

(Expressed in Canadian dollars)

1. NATURE OF BUSINESS AND CONTINUING OPERATIONS

OpenSesame Acquisition Corp (the "Company") was incorporated on April 30, 2021 under the laws of British Columbia. The Company is classified as a Capital Pool Company ("CPC") while the principal business is to identify and evaluate assets or businesses and once identified, to negotiate the acquisition or participation in a business by completing a Qualifying Transaction ("QT"), in certain cases, subject to shareholder approval and acceptance by the TSX Venture Exchange (the "Exchange"). The head office, principal address and the records and registered office is located at 25th Floor, 700 West Georgia Street, Vancouver, BC V7Y 1K8.

On July 27, 2022, the Company completed its initial public offering ("IPO") issuing 3,000,000 common shares of the Company at a price of $0.10 per common share for aggregate gross proceeds of $300,000 pursuant to a final prospectus dated June 28, 2022. Haywood Securities acted as exclusive agent (the "Agent") in respect of the IPO and received a cash commission of $30,000, a corporate finance fee of $10,000 and was reimbursed $16,828 for legal and related costs. The Agent also received 300,000 share purchase warrants entitling the Agent and members of its selling group to purchase 300,000 common shares at $0.10 per common share until July 27, 2027.

The Company's shares were listed on the TSX-V on July 27, 2022 and commenced trading on July 29, 2022 under the symbol 'OPEN.P'.

The Company has an accumulated deficit of $290,760 as at December 31, 2025 (December 31, 2024 - $172,101). The Company's ability to continue its operations is dependent upon obtaining additional financing sufficient to cover its operating costs. All the preceding indicates the existence of a material uncertainty that may cast substantial doubt about the Company's ability to continue as a going concern. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

2. STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

OpenSesame Acquisition Corp.

Notes to the Financial Statements

For the years ended December 31, 2025 and 2024

(Expressed in Canadian dollars)

3. BASIS OF PRESENTATION

The financial statements have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit or loss, which are stated at their fair value. The financial statements are presented in Canadian dollars, which is also the Company's functional currency. In addition, the financial statements have been prepared using the accrual basis of accounting except for cash flow information. The preparation of financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. The areas involving a higher degree of judgement of complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4.

4. MATERIAL ACCOUNTING POLICY INFORMATION

(a) Income taxes

Income tax is recognized in profit or loss except to the extent that it relates to items recognized in other comprehensive income or loss or directly in equity, in which case it is recognized in other comprehensive income or loss or equity.

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the end of the reporting period applicable to the period of expected realization or settlement.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same tax authority and the group intends to settle its current tax assets and liabilities on a net basis.

(b) Cash and cash equivalents

Cash and cash equivalents include cash on hand and cashable guaranteed investment certificates with original maturities of three months or less. As at December 31, 2025, the Company has a cash balance of $15,663 (2024 - $10,216) and cash equivalents of $51,149 (2024 - $187,277).

OpenSesame Acquisition Corp.

Notes to the Financial Statements

For the years ended December 31, 2025 and 2024

(Expressed in Canadian dollars)

4. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

(c) Share capital

Common shares are classified as share capital. Transaction costs directly attributable to the issue of common shares and share purchase options are recognized as a deduction from equity, net of any tax effects.

The proceeds from the issue of units are allocated between common shares and common share purchase warrants based on the residual value method. Under this method, the proceeds are allocated to share capital based on the fair value of the common shares and any residual value is allocated to common share purchase warrants.

(d) Basic and diluted loss per share

The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted loss per share does not adjust the loss attributable to common shareholders or the weighted average number of common shares outstanding when the effect is anti-dilutive.

Contingently issuable common shares are not considered outstanding common shares and consequently are not included in basic and diluted loss per share calculations.

(e) Share-based payments

The Company has a share purchase option plan and accounts for share-based payments using a fair value-based method with respect to all share-based payments to directors, officers, employees, and service providers. Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of the goods or services received or if such fair value is not reliably measurable, at the fair value of the equity instruments issued. The fair value is recognized as an expense with a corresponding increase in contributed surplus. This includes a forfeiture estimate, which is revised for actual forfeitures in subsequent periods.

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the statement of profit or loss over the remaining vesting period.

Upon the exercise of the share purchase option, the consideration received, and the related amount transferred from contributed surplus are recorded as share capital.

OpenSesame Acquisition Corp.

Notes to the Financial Statements

For the years ended December 31, 2025 and 2024

(Expressed in Canadian dollars)

4. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

(f) Financial instrument measurement and valuation

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 Inputs other than quoted prices that are observable for the assets or liability either directly or indirectly; and

Level 3 Inputs that are not based on observable market data.

The measurement of the Company's financial instruments is disclosed in Note 11 to these financial statements. Any financial instrument that is valued using level 2 or 3 inputs will involve estimation uncertainty.

Financial assets

The Company classifies its financial assets in the following categories: at fair value through profit or loss ("FVTPL"), at fair value through other comprehensive income ("FVTOCI") or at amortized cost. The determination of the classification of financial assets is made at initial recognition. Equity instruments that are held for trading (including all equity derivative instruments) are classified as FVTPL; for other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI.

The Company's accounting policy for each of the categories is as follows:

Financial assets at FVTPL: Financial assets carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statement of profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets held at FVTPL are included in the statement of profit or loss in the period.

Financial assets at FVTOCI: Investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income (loss) in which they arise.

Financial assets at amortized cost: A financial asset is measured at amortized cost if the objective of the business model is to hold the financial asset for the collection of contractual cash flows, and the asset's contractual cash flows are comprised solely of payments of principal and interest. They are classified as current assets or non-current assets based on their maturity date and are initially recognized at fair value and subsequently carried at amortized cost less any impairment.

OpenSesame Acquisition Corp.

Notes to the Financial Statements

For the years ended December 31, 2025 and 2024

(Expressed in Canadian dollars)

4. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

(f) Financial instrument measurement and valuation (continued)

Impairment of financial assets at amortized cost: The Company assesses all information available, including on a forward-looking basis, the expected credit losses associated with its assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as the reporting date, with the risk of default as at the date of initial recognition, based on all information available, and reasonable and supportive forward-looking information.

Financial liabilities and equity: Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement. An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recorded at the proceeds received, net of direct issue costs.

The Company classifies its financial liabilities into one of two categories as follows:

Fair value through profit or loss (FVTPL) – This category comprises derivatives and financial liabilities incurred principally for the purpose of selling or repurchasing in the near term. They are carried at fair value with changes in fair value recognized in profit or loss.

Amortized cost – This category consists of liabilities carried at amortized cost using the effective interest method. Accounts payable and accrued liabilities are included in this category. The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled or expire.

(g) Critical accounting estimates and judgments

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, and expenses. Estimates and associated assumptions applied in determining asset or liability values are based on historical experience and various other factors including other sources that are believed to be reasonable under the circumstances but are not necessarily readily apparent or recognizable at the time such estimate or assumption is made. Actual results may differ from these estimates.

Estimates and underlying assumptions used in determining asset and liability values are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

OpenSesame Acquisition Corp.

Notes to the Financial Statements

For the years ended December 31, 2025 and 2024

(Expressed in Canadian dollars)

4. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

(g) Critical accounting estimates and judgments (continued)

Information about critical accounting estimates and judgments in applying accounting policies that have the most significant risk of causing material adjustment to the carrying amounts of assets and liabilities recognized in the financial statements are discussed below:

Judgments

Going concern

The Company's management has made an assessment of the Company's ability to continue as a going concern and is satisfied that the Company has the resources to continue in business for the foreseeable future. The factors considered by management are disclosed in Note 1.

Estimates

Deferred tax assets and liabilities

The estimation of income taxes includes evaluating the recoverability of deferred tax assets based on an assessment of the Company's ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all the deferred income tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. To the extent that management's assessment of the Company's ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets, and future income tax provisions or recoveries could be affected.

(h) Deferred financing costs

Deferred financing costs consist of professional, listing and filing fees related to the Company's initial public offering process (Note 1). The costs were offset to share capital on the completion of the prospectus or charge to operations if the financing does not proceed.

OpenSesame Acquisition Corp.

Notes to the Financial Statements

For the years ended December 31, 2025 and 2024

(Expressed in Canadian dollars)

4. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

(i) Foreign currency translation

Transactions in foreign currencies are translated into the entity's functional currency at the exchange rates at the date of the transactions. Monetary assets and liabilities of the Company's operations denominated in a currency other than the functional currency are translated using the exchange rates prevailing at the date of the statement of financial position. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates in effect at the date of the underlying transaction, except for depreciation related to non-monetary assets, which is translated at historical exchange rates. Exchange differences are recognized in profit or loss in the year in which they occur.

(j) Standards and interpretations issued but not yet effective

Presentation and Disclosure in Financial Statements (IFRS 18) - IFRS 18 will replace IAS 1, Presentation of Financial Statements which aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, in particular additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation and disaggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows. IFRS 18 is effective from January 1, 2027. Companies are permitted to apply IFRS 18 before that date. The Company is not yet able to determine the impact to the financial statements from the adoption of this standard.

Certain pronouncements were issued by the IASB but are not yet effective as at December 31, 2025. The Company intends to adopt these standards when they become effective but does not expect these amendments to have a material effect on its financial statements.

OpenSesame Acquisition Corp.

Notes to the Financial Statements

For the years ended December 31, 2025 and 2024

(Expressed in Canadian dollars)

5. RELATED PARTY TRANSACTIONS

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Key management personnel include persons having the authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has identified its directors and officers as its key management personnel and the compensation costs for key management personnel and companies related to them are recorded at their exchange amounts as agreed upon by transacting parties.

During the year ended December 31, 2025, $12,976 (December 31, 2024 - $9,000) was paid to a director for accounting services.

As at December 31, 2025, $nil was due to related parties (December 31, 2024 - $813).

OpenSesame Acquisition Corp.

Notes to the Financial Statements

For the years ended December 31, 2025 and 2024

(Expressed in Canadian dollars)

6. SHARE CAPITAL

(a) Authorized

Unlimited number of common and preferred shares without par value.

(b) Issued and outstanding

As at December 31, 2025, the issued share capital was comprised of 5,500,000 (December 31, 2024 – 5,500,000) common shares.

During the year ended December 31, 2025, there were no issuances of common shares.

During the year ended December 31, 2024, there were no issuances of common shares.

(c) Escrowed shares

In connection with the Company's IPO, 2,500,000 common shares issued at $0.05 per share are held in escrow pursuant to the requirements of the Exchange. An additional 25,000 shares issued at $0.10 per share are also held in escrow for a total of 2,525,000 shares held in escrow. Twenty five percent of the escrowed common shares will be released from escrow on the issuance of the Final Exchange Bulletin (as defined in the policies of the Exchange) (the "Initial Release") and an additional twenty five percent will be released on each of the dates which are six, twelve and eighteen months following the Initial Release.

OpenSesame Acquisition Corp.

Notes to the Financial Statements

For the years ended December 31, 2025 and 2024

(Expressed in Canadian dollars)

6. SHARE CAPITAL (continued)

(c) Escrowed shares (continued)

All common shares acquired on exercise of stock options granted to directors and officers of the Company prior to completion of the QT, must also be deposited in escrow until the Final Exchange Bulletin is issued.

All common shares acquired in the secondary market prior to completion of a QT by a Control Person (as defined in the policies of the Exchange), are required to be deposited in escrow. Subject to certain permitted exemptions, all securities of the Company held by principals of the resulting issuer will also be subject to escrow.

(d) Stock options

On March 14, 2022, the Company's board of directors adopted a stock option plan, which was amended and replaced on June 6, 2022 by the Company's current stock option plan (the "Stock Option Plan") whereby it can grant incentive stock options to directors, officers, employees, and technical consultants of the Company. The maximum numbers of shares that may be reserved for issuance under the Stock Option Plan is limited to 10% of the issued common shares of the Company at any time. The vesting period for all options is at the discretion of the Board of Directors. The exercise price will be set by the Board of Directors at the time of grant and cannot be less than the discounted market price of the Company's common shares.

The Stock Option Plan provides that the number of common shares that may be reserved for the issuance to any one individual upon exercise of all stock options held by such an individual may not exceed 5% of the issued common shares, if the individual is a director or officer, or 2% of the issued common shares, if the individual is a consultant or engaged in providing investor relations services, on a yearly basis. All options granted under the Stock Option Plan will expire not later than the date that is ten years from the date that such options are granted. Options terminate earlier as follows: (i) immediately in the event of dismissal with cause; (ii) 90 days from date of termination other than for cause; or (iii) one year from the date of death or disability. Options granted under the Stock Option Plan are not transferable or assignable other than by will or other testamentary instrument or pursuant to the laws of succession. All common shares acquired on exercise of stock options granted to directors and officers prior to the completion of a QT must be deposited in escrow until the final exchange bulletin relating to a QT is issued.

As at December 31, 2025, the Company has 350,000 stock options outstanding (December 31, 2024 - 350,000) that are exercisable at $0.10 per common share and expire on July 27, 2032.

OpenSesame Acquisition Corp.

Notes to the Financial Statements

For the years ended December 31, 2025 and 2024

(Expressed in Canadian dollars)

6. SHARE CAPITAL (continued)

(e) Warrants

As at December 31, 2025, the Company has 300,000 (December 31, 2024 – 300,000) warrants outstanding that are exercisable at $0.10 per common share and expire on July 27, 2027.

7. BASIC AND DILUTED LOSS PER SHARE

The calculation of basic and diluted loss per share for the year ended December 31, 2025, was based on the loss attributable to common shareholders of $118,659 (2024 - $50,072) and the weighted average number of common shares outstanding of 2,975,000 (2024 - 2,975,000). The 2,525,000 common shares held in escrow became contingently returnable on completion of the IPO and accordingly are not considered to be outstanding shares for the purposes of loss per share calculations for the years ended December 31, 2025 and 2024.

8. PROFESSIONAL FEES

The Company incurred $91,864 (2024 - $28,428) in professional fees during the year, which consists of $12,628 (2024 - $13,428) in audit and tax related fees and $79,236 (2024 - $15,000) in legal fees.

OpenSesame Acquisition Corp.

Notes to the Financial Statements

For the years ended December 31, 2025 and 2024

(Expressed in Canadian dollars)

9. INCOME TAXES

The following table reconciles the amount of income tax recoverable on application of the combined statutory Canadian federal and provincial income tax rates:

	2025	2024
Loss before income taxes	$ (118,659)	$ (50,072)
Expected income tax recovery at statutory rates	(32,000)	(14,000)
Change in unrecognized deferred tax assets	32,000	14,000
Income tax expense (recovery)	$ -	$ -

Significant components of the Company's deferred income tax assets (liabilities) not recognized are shown below:

	2025	2024
Non-capital losses carried forward	$ 346,000	$ 206,000
Share issuance costs	$-	$22,000

As at December 31, 2025, the Company had approximately $346,000 (December 31, 2024 - $206,000) of non-capital loss carry forwards and $nil (December 31, 2024 - $22,000) of share issuance costs available to reduce taxable income for future years. These unrecognized deferred income tax assets start to expire in 2026.

10. MANAGEMENT OF CAPITAL

Capital is comprised of the Company's shareholders' equity and any debt that it may issue. The Company's objectives when managing capital are to maintain financial strength and to protect its ability to meet its ongoing liabilities, to continue as a going concern, to maintain creditworthiness and to maximize returns for shareholders over the long term. Protecting the ability to pay current and future liabilities includes maintaining capital above minimum regulatory levels, current financial strength rating requirements and internally determined capital guidelines and calculated risk management levels.

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Company. These restrictions apply until completion of a QT by the Company as defined under the policies of the Exchange. The Company's approach to capital management has not changed from the prior years.

OpenSesame Acquisition Corp.

Notes to the Financial Statements

For the years ended December 31, 2025 and 2024

(Expressed in Canadian dollars)

11. FINANCIAL INSTRUMENTS

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Market Risk

Market risk is the risk that the fair value or future cash flows from a financial instrument will fluctuate because of changes in market prices or prevailing conditions. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk and are disclosed as follows:

(i) Currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company holds no financial instruments that are denominated in a currency other than Canadian dollars. As at December 31, 2025 and 2024, the Company is not exposed to currency risk.

(ii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in market risk. The Company's sensitivity to interest rates relative to its cash balances is currently immaterial. The Company also has no long-term debt with variable interest rates, so it has no negative exposure to changes in the market interest rate.

Credit Risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its liquid financial assets including cash and cash equivalents. The Company limits the exposure to credit risk by only investing its cash and cash equivalents with high-credit quality financial institutions. Management believes that the credit risk related to its cash and cash equivalents is negligible.

OpenSesame Acquisition Corp.

Notes to the Financial Statements

For the years ended December 31, 2025 and 2024

(Expressed in Canadian dollars)

11. FINANCIAL INSTRUMENTS (continued)

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. At December 31, 2025, the Company has no sources of revenue but has a cash and cash equivalents balance of $66,812 (December 31, 2024 - $197,493) to settle current liabilities of $39,699 (December 31, 2024 - $30,629). The Company has no source of revenue and will require financing in the future if it does not close its qualifying transaction in a timely manner (Note 12).

Fair Value Measurements

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, and
Level 3 – Inputs that are not based on observable market date.

As at December 31, 2025 and 2024 the Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued liabilities. Cash and cash equivalents, accounts payable and accrued liabilities are classified as amortized cost. The fair value approximates carrying value because of the short-term nature of the instruments.

OpenSesame Acquisition Corp.

Notes to the Financial Statements

For the years ended December 31, 2025 and 2024

(Expressed in Canadian dollars)

12. QUALIFYING TRANSACTION

On November 27, 2024, the Company entered into a non-binding letter agreement (the "Letter Agreement") with Vector Science and Therapeutics Inc. ("Vector"), setting out indicative terms of a business combination by way of amalgamation, arrangement share exchange or similar structure pursuant to which the Company will acquire all of the issued and outstanding securities of Vector (the "Acquisition"), which the parties intend to constitute the Company's qualifying transaction as defined in Policy 2.4 (Capital Pool Companies) ("Policy 2.4") of the Exchange.

Completion of the proposed Acquisition is subject to a number of conditions, including, but not limited to, negotiation of a comprehensive Agreement in Principal (as defined in the Policies of the TSXV) in respect of the proposed Acquisition, completion and execution of a definitive agreement in respect of the proposed transaction, completion by parties of satisfactory due diligence, satisfaction by the parties of all applicable filing and listing requirements pursuant to TSXV Policy 2.4, and acceptance and receipt of all applicable regulatory, corporate and shareholder approvals, including the approval of the TSXV.

The Company subsequently entered into a series of amendments to the Letter Agreement whereby both parties agreed to work in good faith to negotiate and settle the terms of the definitive agreement for execution. The Company anticipates that the closing of the qualifying transaction will occur in the second quarter of 2026.

B-1

SCHEDULE “B”

Management's Discussion and Analysis of Opensesame Acquisition Corp. for the Years Ended December 31, 2025 and 2024

(See attached)

OPENSESAME ACQUISITION CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended December 31, 2025

Page 2 of 8

OPENSESAME ACQUISITION CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Introduction

This Management Discussion and Analysis ("MD&A") of OpenSesame Acquisition Corp. (the "Company") should be read in conjunction with the Company's audited financial statements for the years ended December 31, 2025 and 2024 and the related notes therein. The financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). All dollar figures included therein and in the following MD&A are quoted in Canadian dollars. Additional information relevant to the Company's activities can be found on SEDAR at www.sedar.com.

This MD&A is current as at April 10, 2026.

Forward-Looking Statements

Certain statements contained in the following Quarterly Highlights constitute forward-looking statements. Such forward-looking statements involve risks, uncertainties and other factors which may cause the actual results, performance or achievements of the company to be materially different from the results, performance or achievements expressed or implied by such forward-looking statements. These risks include, but are not limited to, the Company completing a Qualifying Transaction, and its ability to maintain sufficient capital for short-term operations and to fund a Qualifying Transaction. Readers are cautioned not to place undue reliance on these forward-looking statements.

The Company

The Company was incorporated on April 30, 2021 under the laws of British Columbia.

On July 27, 2022 the Company completed its Initial Public Offering (IPO) and on July 29, 2022 commenced trading on the TSX Venture Exchange ("TSX-V") under the symbol "OPEN.P".

Upon completion of the IPO, the Company became a Capital Pool Company ("CPC") as defined in the TSX-V Policy 2.4 ("Policy 2.4"). As a CPC, the Company's objective is to identify and acquire either operating assets or a business, subject to regulatory approval, that meets the criteria of a Qualifying Transaction as defined by the TSX-V ("Qualifying Transaction"). Until such time that a Qualifying Transaction is completed, the Company will have no significant revenue and will incur expenses primarily for Qualifying Transaction investigation, TSX-V listing and filing requirements, professional services and office facilities and administration, subject to certain restrictions under Policy 2.4.

Page 3 of 8

Highlights

As of December 31, 2025, the Company’s issued and outstanding equity instruments include:

5,500,000 common shares of which 2,525,000 are held in escrow and will be released over a period of up to 18 months following a Qualifying Transaction;
350,000 stock options exercisable for common shares at a price of $0.10 and expiring on July 27, 2032; and
300,000 warrants exercisable for common shares at a price of $0.10 and expiring on July 27, 2027.
The Company had working capital of $56,802.

Overall Performance and Discussion of Operations

The key factors pertaining to the Company’s overall performance for the year ended December 31, 2025 are as follows:

The Company had working capital of $56,802 as at December 31, 2025, compared to working capital of $175,461 as at December 31, 2024. The decrease was due to general working capital requirements and working through the potential qualifying transaction.
The Company incurred a net loss of $118,659 for the year ended December 31, 2025, compared to a net loss of $50,072 for the year ended December 31, 2024. The increase of $68,587 was due to the following:
an increase in professional fees of $63,436,
an increase in accounting fees of $3,976,
a decrease in travel and promotion of $3,472,
an increase in interest income of $3,367.

The key factors pertaining to the Company’s overall performance for the three months ended December 31, 2025 are as follows:

The Company incurred a net loss of $66,695 for the three months ended December 31, 2025, compared to a net loss of $16,665 for the three months ended December 31, 2024. The increase of $50,030 was due to the following:
an increase in professional fees of $50,003,
a decrease in accounting fees of $3,274,
a decrease in travel and promotion of $527,
a decrease in interest income of $639.

Proposed Transaction

Page 4 of 8

Selected Annual Information

The following table sets forth summary financial information for the Company for year ended December 31, 2025, 2024 and 2022. This information has been summarized from the Company's audited financial statements for the same periods and should only be read in conjunction with the Company's audited financial statements for those periods, including the notes thereto.

	Year ended December 31, 2025	Year ended December 31, 2024	Year ended December 31, 2023
Total revenue	$Nil	$Nil	$Nil
Net (loss) income and comprehensive (loss) income	($118,659)	($50,072)	($45,447)
Basic (loss) income per common share	(0.04)	(0.02)	(0.02)
Total assets	$96,501	$206,090	$241,262
Total liabilities	$39,699	$30,629	$15,729
Cash dividends per common share	Nil	Nil	Nil

Summary of Quarterly Results

The following financial data was derived from the Company's financial statements for each of the Company's completed financial quarters since incorporation:

Quarter Ended	Revenue	Net comprehensive Income (loss)	Basic and Diluted net income (loss) per common Share
31/12/2025	-	(66,675)	(0.02)
30/09/2025	-	(21,768)	(0.01)
30/06/2025	-	(23,158)	(0.01)
31/03/2025	-	(7,058)	(0.00)
31/12/2024	-	(16,665)	(0.01)
30/09/2024	-	(9,323)	(0.00)
30/06/2024	-	(22,388)	(0.01)
31/03/2024	-	(1,696)	(0.00)

Page 6 of 8

Liquidity and Capital Resources

The Company has not identified a qualifying transaction and therefore has no cash flow from operations. The Company's only source of funds since incorporation has been from the sale of common shares. As at December 31, 2025, the Company had a cash balance of $66,812 (December 31, 2024 - $197,493) and working capital of $56,802 (December 31, 2024 - $175,461). The Company's current cash balance is sufficient to pay its existing accounts payable and accrued liabilities, to maintain its existing level of operations for the next 12 months, and to pursue a Qualifying Transaction.

As a CPC, the Company's routine expenses are limited to general administrative costs such as TSX-V listing and filing fees, audit fees, legal fees and expenses for corporate and administrative services. Additional legal or other costs may be incurred to pursue a potential Qualifying Transaction, regardless of whether the transaction is ultimately completed.

While the information in this MD&A has been prepared in accordance with IFRS on a going concern basis, which presumes the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future, there are conditions and events that cast significant doubt on the validity of this presumption. The Company's ability to continue as a going concern is dependent upon achieving profitable operations and upon obtaining additional financing. While the Company is making its best efforts in this regard, the outcome of these matters cannot be predicted at this time.

Related Party Transactions

During the year ended December 31, 2025, $12,976 (December 31, 2024 - $9,000) was paid to a director for accounting services.

As at December 31, 2025, $nil was due to related parties (December 31, 2024 - $813).

Page 7 of 8

Disclosure of Outstanding Security Data

As of the date of this MD&A, the Company has the following securities issued and outstanding:

Common shares	5,500,000
Stock options	350,000
Warrants	300,000
Total	6,150,000

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Changes in Accounting Policies Including Initial Adoption

A detailed summary of all the Company's significant accounting policies is included in Note 4 of the annual audited financial statements. The Company periodically reviews accounting policy changes implemented within its industry and updates its policies accordingly.

Financial Instruments

Market Risk

(i) Currency risk

(ii) Interest rate risk

(iii) Price rate risk

The Company has exposure to price risk with respect to equity prices as the Company is listed on the TSX-V. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market.

Credit Risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to its liquid financial assets including cash. The Company limits the exposure to credit risk by only investing its cash with high-credit quality financial institutions. Management believes that the credit risk related to its cash is negligible.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. At December 31, 2025, the Company has no sources of revenue but has a cash balance of $66,812 (December 31, 2024 - $197,493) to settle current liabilities of $39,699 (December 31, 2024 - $30,629). The Company has no source of revenue and will require financing in the future if it does not close its qualifying transaction in a timely manner.

Fair Value Measurements

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, and
Level 3 – Inputs that are not based on observable market date.

As at December 31, 2025 and 2024 the Company’s financial instruments consist of cash and accounts payable and accrued liabilities. Cash is classified as fair value using Level 1 measurement. Accounts payable and accrued liabilities are classified as amortized cost. The fair value of accounts payable and accrued liabilities approximates its carrying value because of the short-term nature of the instruments.

Page 8 of 8

SCHEDULE “C”

Audited Financial Statements of Vector Science and Therapeutics Inc. for the period from the date of incorporation (December 12, 2023) to August 31, 2024 and the year ended August 31, 2025, and the Unaudited Interim Financial Statements for the Three-Month Period Ended November 30, 2025

(See attached)

C-1

Vector Science and Therapeutics Inc.

Financial Statements

Year ended August 31, 2025

and

As at and for the period from December 12, 2023 (date of incorporation) to August 31, 2024

(expressed in United States Dollars, unless stated otherwise)

Independent Auditor's Report...1 - 3
Statements of Financial Position...4
Statements of Loss and Comprehensive Loss...5
Statements of Changes in Equity...6
Statements of Cash Flow...7
Notes to the Financial Statements...8 - 23

McGovern Hurley

Audit. Tax. Advisory.

Independent Auditor's Report

To the Board of Directors of Vector Science and Therapeutics Inc.

Opinion

We have audited the financial statements of Vector Science and Therapeutics Inc. the "Company"), which comprise the statements of financial position as at August 31, 2025 and 2024, and the statements of loss and comprehensive loss, statements of changes in equity and statements of cash flows for the year ended August 31, 2025 and the period from December 12, 2023 to August 31, 2024, and notes to the financial statements, including material accounting policy information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at August 31, 2025 and 2024 and its financial performance and its cash flows for the year ended August 31, 2025 and the period from December 12, 2023 to August 31, 2024 in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

Basis for opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other information

Management is responsible for the other information. The other information comprises Management's Discussion and Analysis and the information, other than the financial statements and our auditor's report thereon, included in the Annual Report.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

251 Consumers Road, Suite 800

Toronto, Ontario

M2J 4R3

mcgovernhurley.com

t. 416-496-1234

McGovern Hurley

Responsibilities of management and those charged with governance for the financial statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risks of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Page 2

Page 3

McGovern
Hurley

Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

McGovern Hurley LLP
McGovern Hurley LLP
Chartered Professional Accountants
Licensed Public Accountants

Toronto, Ontario
April 14, 2026

Vector Science and Therapeutics Inc.
Statements of Financial Position
As at August 31, 2025 and 2024
(Expressed in United States Dollars, unless stated otherwise)

	2025	2024
ASSETS	$	$
Current assets
Cash (note 5)	2,881,525	-
Due from related parties (note 8)	-	600
Prepaid expenses (note 12)	100,050	-
Total current assets	2,981,575	600
Patents (notes 4.9, 6 & 9)	23,475	-
Total assets	3,005,050	600
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities	252,226	-
Due to related parties (note 9)	226	-
Total current liabilities	252,452	-
Warrants liability (note 7)	1,027,867
Total liabilities	1,280,319	-
Shareholders’ equity
Common stock (note 8)	2,507,969	600
Warrant reserve (note 8)	114,771	-
Deficit	(898,009)	-
Total shareholders’ equity	1,724,731	600
Total liabilities and shareholders’ equity	3,005,050	600

Nature of operations and going concern (note 1)
Commitments and litigation (note 14)
Subsequent events (note 16)

Approved for filing by the Board of Directors, April 14, 2026

“William Jackson”

William Jackson
Director

“Barry Hix”

Barry Hix
Director

The accompanying notes are an integral part of these financial statements.

Vector Science and Therapeutics Inc.
Statements of Loss and Comprehensive Loss
Year ended August 31, 2025 and
Period from December 12, 2023 (date of incorporation) to August 31, 2024
(Expressed in United States Dollars, unless stated otherwise)

	2025	Period from December 12, 2023 (date of incorporation) to August 31 2024
	$	$
OPERATING EXPENSES
Administrative costs	7,851	-
Consulting expense (note 9)	164,814	-
Marketing	11,644	-
Professional fees	122,737	-
Research and development (note 12)	150,046	-
Total operating expenses	457,092	-
Other income (expenses)
Finance costs (note 11)	(485,677)	-
Foreign exchange	(14,748)	-
Change in fair value of warrant liability (note 7)	59,508	-
Total other income (expenses)	(440,917)	-
NET LOSS AND COMPREHENSIVE LOSS	(898,009)	-
Basic and fully-diluted loss per common share (note 4.1)	(0.129)	-
Weighted average number of common shares outstanding - basic and fully-diluted (note 4.1)	6,951,846	6,000,000

The accompanying notes are an integral part of these financial statements.

Vector Science and Therapeutics Inc.
Statements of Changes in Equity
(Expressed in United States Dollars, unless stated otherwise)

	Common shares		Warrant reserve	Deficit	Total
	Number	Amount
	-	$	$	$	$
December 12, 2023 (date of incorporation)	-	-	-	-	-
Shares issued for cash	6,000,000	600	-	-	600
August 31, 2024	6,000,000	600	-	-	600
Shares issued for cash	5,409,828	3,955,931	-	-	3,955,931
Cost of issuance	-	(277,977)	-	-	(277,977)
Fair value of warrants issued (note 7)	-	(1,087,375)	-	-	(1,087,375)
Fair value of advisor warrants Issued (note 8)	-	(83,210)	114,771	-	31,561
Net loss and comprehensive loss	-	-	-	(898,009)	(898,009)
August 31, 2025	11,409,828	2,507,969	114,771	(898,009)	1,724,731

The accompanying notes are an integral part of these financial statements.

Vector Science and Therapeutics Inc.
Statements of Cash Flow
Period from December 12, 2023 (date of incorporation) to August 31, 2024 and
Year ended August 31, 2025
(Expressed in United States Dollars, unless stated otherwise)

	2025	Period from December 12, 2023 (date of incorporation) to August, 31 2024
OPERATING ACTIVITIES	$	$
Net loss	(898,009)	-
Adjustment for non-cash items
Change in fair value of warrant liability (note 7)	(59,508)	-
Non-cash finance fees	31,562	-
Working capital changes in operating assets and liabilities (note 13)	152,176	-
Cash used for operating activities	(773,779)	-
INVESTING ACTIVITIES
Patent costs (note 6)	(23,473)	-
Cash used for investing activities	(23,473)	-
FINANCING ACTIVITIES
Advances from related parties (note 9)	824	(600)
Issuance of common shares for cash, net of issuance costs of $277,977 (note 8)	3,677,953	600
Cash provided by financing activities	3,678,777	-
Change in cash during the year	2,881,525	-
Cash, beginning of year	-	-
Cash, end of year	2,881,525	-

Supplemental cash flow information (note 13).

The accompanying notes are an integral part of these financial statements.

Vector Science and Therapeutics Inc.
Notes to the Financial Statements
For the period from December 12, 2023 (date of incorporation) to August 31, 2024 and
Year ended August 31, 2025
(Expressed in United States Dollars, unless stated otherwise)

1. NATURE OF OPERATIONS AND GOING CONCERN

Vector Science and Therapeutics Inc. ("Vector" or the "Company"), was incorporated on December 12, 2023, pursuant to the laws of the State of Delaware. The Company develops novel biomechanical devices and active transdermal drug delivery platforms to equip clinicians with non-systemic, localized interventions targeting a broad cross-section of diseases and conditions where systemic delivery of interventions compromises the therapeutic effect or introduces unacceptable harm.

The Company's head office is located at 12250 Corporate Parkway, Mequon, WI, 53092 3300. The Company's registered office is located at 16192 Coastal Hwy in the City of Lewes, County of Sussex, State of Delaware.

These financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due. In assessing whether the going concern assumption is appropriate, management considers all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. The financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and classification of assets and liabilities that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations for the foreseeable future. These adjustments could be material.

The Company has incurred a net loss of $898,009 and had negative cash flow from operations of $773,779 for the year ended August 31, 2025. The Company will depend on future operating cash flows and financings before it is able to drive cash flows from its operations.

2. BASIS OF PREPARATION

2.1 Statement of compliance

The financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and Interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

The financial statements were approved and authorized for issuance by the Board of Directors (the "Board") on April 14, 2026.

2.2 Basis of presentation and measurement

The financial statements have been prepared on the historical cost basis, modified where applicable. In addition, the financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

3. ADOPTION OF NEW AND REVISED STANDARDS

Presentation and Disclosure in Financial Statements (IFRS 18)

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. The new standards replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new categories and required subtotals in the statement of profit and loss and also requires disclosure of management-defined performance measures. It also includes new requirements for the location, aggregation and disaggregation of financial information.

The standard is effective for annual reporting periods beginning on or after January 1, 2027, including interim financial statements. Retrospective application is required.

Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)

In May 2024, the IASB issued amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments – Disclosures. The amendments clarify the derecognition of financial liabilities and introduces an accounting policy option to derecognize financial liabilities that are settled through an electronic payment system. The amendments also clarify how to assess the contractual cash flow characteristics of financial assets that include environmental, social and governance (ESG)-linked features and other similar contingent features and the treatment of non-recourse assets and contractually linked instruments (CLIs). Further, the amendments mandate additional disclosures in IFRS 7 for financial instruments with contingent features and equity instruments classified at FVOCI.

The amendments are effective for annual periods starting on or after January 1, 2026. Retrospective application is required and early adoption is permitted.

4. SUMMARY OF MATERIAL ACCOUNTING POLICIES

4.1 Loss per common share – basic and fully-diluted

The basic loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The diluted net loss per common share reflects the potential dilution of common-share equivalents (the "Potentially Dilutive Instruments"), such as outstanding stock options and share purchase warrants, in the weighted average number of common shares outstanding during the year, if dilutive. The "treasury stock method" is used for the assumed proceeds upon the exercise of the options and warrants that are used to purchase common shares at the average market price during the year. In certain circumstances, basic loss per common share may also be adjusted for the effect of assumed conversion of the Potentially Dilutive Instruments.

4.2 Cash and cash equivalents

The Company considers all investments with original maturities of three months or less, that are highly liquid and readily convertible into cash, to be cash equivalents. As at the reporting date, the Company has no cash equivalents.

4.3 Equity

The common stock is classified as equity. Costs, such as commissions, professional fees and regulatory fees directly attributable to common shares that are issued, are deducted from the proceeds of the offering. The Company uses the Black-Scholes option pricing model to calculate the fair value of warrants.

4.4 Financial instruments

4.4.1 Financial assets

Recognition and initial measurement

The Company recognizes financial assets when it becomes party to the contractual provisions of the instrument. Financial assets are measured initially at their fair value plus, in the case of financial assets not subsequently measured at fair value through profit or loss, transaction costs that are directly attributable to their acquisition. Transaction costs attributable to the acquisition of financial assets subsequently measured at fair value through profit or loss are expensed in profit or loss when incurred.

Classification and subsequent measurement

All recognized financial assets are subsequently measured at amortized cost, fair value through other comprehensive income ("FVOCI") or fair value through profit or loss ("FVTPL"). The Company determines the classification of its financial assets, together with any embedded derivatives, based on the business model for managing the financial assets and their contractual cash flow characteristics.

Financial assets are classified as follows:

Amortized cost - Assets that are held for collection of contractual cash flows where those cash flows are solely payments of principal and interest ("SPPI") are measured at amortized cost. Interest revenue is calculated using the effective interest method and gains or losses arising from impairment, foreign exchange and derecognition are recognized in profit or loss. Financial assets measured at amortized cost are comprised of cash.
Fair value through other comprehensive income - Assets that are held for collection of contractual cash flows and for selling the financial assets, and for which the contractual cash flows meet the SPPI test, are measured at fair value through other comprehensive income. Interest income calculated using the effective interest method and gains or losses arising from impairment and foreign exchange are recognized in profit or loss. All other changes in the carrying amount of the financial assets are recognized in other comprehensive income. Upon derecognition, the cumulative gain or loss previously recognized in other comprehensive income is reclassified to profit or loss. The Company does not hold any financial assets measured at fair value through other comprehensive income.
Mandatorily at fair value through profit or loss - Assets that do not meet the criteria to be measured at amortized cost, or fair value through other comprehensive income, or non-trading assets that do not meet the SPPI test, are measured at fair value through profit or loss. All interest income and changes in the financial assets' carrying amount are

recognized in profit or loss. The Company does not hold any financial assets measured at fair value through profit or loss.

Designated at fair value through profit or loss – On initial recognition, the Company may irrevocably designate a financial asset to be measured at fair value through profit or loss in order to eliminate or significantly reduce an accounting mismatch that would otherwise arise from measuring assets or liabilities, or recognizing the gains and losses on them, on different bases. All interest income and changes in the financial assets' carrying amount are recognized in profit or loss. The Company does not hold any financial assets measured at fair value through profit or loss.

Business model assessment

The Company assesses the objective of its business model for holding a financial asset at a level of aggregation which best reflects the way the business is managed and information is provided to management. Information considered in this assessment includes stated policies and objectives.

Contractual cash flow assessment

The cash flows of financial assets are assessed as to whether they are solely payments of principal and interest on the basis of their contractual terms. For this purpose, 'principal' is defined as the fair value of the financial asset on initial recognition. 'Interest' is defined as consideration for the time value of money, the credit risk associated with the principal amount outstanding, and other basic lending risks and costs. In performing this assessment, the Company considers factors that would alter the timing and amount of cash flows such as prepayment and extension features, terms that might limit the Company's claim to cash flows, and any features that modify consideration for the time value of money.

Impairment of financial assets

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to twelve month expected credit losses. Impairment losses on financial assets carried at amortized cost are reversed in subsequent periods if the amount of the loss decreases and the decrease can be objectively related to an event occurring after the impairment was recognized.

Derecognition of financial assets

The Company derecognizes a financial asset when its contractual rights to the cash flows from the financial asset expire.

4.4.2 Financial liabilities

Recognition and initial measurement

Financial liabilities are designated as either (i) fair value through profit or loss (FVTPL); or (ii) other financial liabilities. All financial liabilities are classified and subsequently measured at amortized cost except for financial liabilities at FVTPL. The classification determines the method by which the financial liabilities are carried on the statement of financial position subsequent to inception and how changes in value are recorded. Financial liabilities measured at amortized cost are comprised of accounts payable and accrued liabilities.

Embedded derivatives

Warrants which are exercisable into a variable number of shares or into a fixed number of shares for a variable amount of consideration, are accounted for as an embedded derivative, which is separated from the host contract. Upon initial recognition, the derivative liability is valued at fair value using an option pricing model. Any directly attributable transaction costs allocated to the derivative liability are expensed. The derivative liability is subsequently measure at fair value at the date of each reporting period.

Derecognition of financial liabilities

The Company derecognizes a financial liability only when its contractual obligations are discharged, cancelled or expire.

4.4.3 Fair value hierarchy

Fair value determination is classified within a three-level hierarchy, based on observability of significant inputs, as follows:

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 - Unobservable inputs for the asset or liability. Inputs into the determination of the fair value require management judgment or estimation.

If different levels of inputs are used to measure a financial instrument's fair value, the classification within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. Changes to valuation methods may result in transfers into or out of an investment's assigned level.

4.5 Impairment of non-financial assets

At the end of each reporting period, the Company reviews the carrying amounts of its non-financial assets to determine whether there is an indication that those assets have suffered an impairment loss. If any such indication exists, or when annual impairment testing for an asset is required, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an

individual asset, the Company estimates the recoverable amount of the cash generating unit to which the assets belong.

The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are considered.

If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.

If the recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash generating unit) is reduced to its recoverable amount.

An impairment loss is recognized immediately in profit or loss, unless the relevant asset is carried at a re-valued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash generating unit) in prior years. A previously-recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset's recoverable amount since the last impairment loss was recognised.

4.6 Functional and presentation currency

The financial statements are presented in United States dollars, which is the functional and presentation currency of the Company. The functional currency of an entity is determined using the currency of the primary economic environment in which that entity operates.

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the period-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

4.7 Income taxes

Income tax comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income, in which case the income tax is also recognized directly in equity or other comprehensive income.

Current tax is the expected tax payable (or recoverable) on the taxable income (loss) for the year, using tax rates enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years. Current tax assets and current tax liabilities are only offset

if a legally enforceable right exists to offset the amounts and the Company intends to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Deferred tax is recognized in respect of all qualifying temporary differences arising between the tax basis of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the end of the reporting period and are expected to apply when the deferred tax asset or liability is settled. Deferred tax assets are recognized to the extent that it is probable that the assets can be recovered. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.

Deferred tax assets are recognized to the extent future recovery is probable. At each reporting period end, deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the asset to be recovered.

Income tax estimates

Provisions for taxes (recoveries) are made using the best estimate of the amount expected to be paid (recovered) based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.

4.8 Related-party transactions

A party is related to an entity if the party directly or indirectly controls, is controlled by or is under common control with the entity; or if it has an interest in the entity that gives it significant influence over the entity; or if it has joint control over the entity or is an associate or a joint venture of the entity. In addition, members and dependents of the key management personnel of the entity (Board of Directors and Executive Management) are also considered related parties.

4.9 Patents and Other Intangible Assets

Initial recognition

Intangible assets acquired in a business combination are initially recognized at fair value. Assets are capitalized if they are identifiable, controlled and expected to generate future economic benefits.

Internally developed intangibles are not recognized as assets unless the Company can demonstrate technical feasibility of completing the intangible. Research costs are expensed in the period that they are incurred.

The useful life of each patent is 17 years, amortized on a straight-line basis over that period. No amortization is taken in the quarter of acquisition or addition.

Subsequent measurement

Amortization

Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives. Intangible assets with indefinitely useful lives are not amortized.

Impairment

Intangible assets with indefinite useful lives are tested at least annually for impairment. Impairment testing is also completed if events or changes in circumstance indicate they may be impaired. Intangible assets with finite useful lives are tested for impairment only when there is an indication that they may be impaired.

Impairment losses are recognized in the statement of loss in the period in which they occur. Impairment losses on goodwill cannot be reversed in subsequent periods.

4.10 Significant accounting estimates and judgements

Application of accounting policies requires management to use estimates and judgments that can have significant effect on the revenues, expenses, assets and liabilities recognised and disclosures made in the financial statements.

Management's best estimates concerning the future are based on the facts and circumstances available at the time estimates are made.

Management uses historical experience, general economic conditions and assumptions regarding probable future outcomes as the basis for determining estimates. Estimates and their underlying assumptions are reviewed periodically, and the effects of any changes are recognized immediately. Actual results could differ from the estimates used.

The following areas require management's significant accounting estimates and judgments:

Significant accounting estimates include:

i. Income taxes – see note 15.

Significant accounting judgments include:

i. The classification of financial assets and financial liabilities.
ii. The evaluation of the Company's ability to continue as a going concern.
iii. The determination of the functional currency of the Company.
iv. The determination of fair value of warrants liability.

5. FUNDS HELD IN TRUST

Included in cash are funds held in trust with the Company's legal counsel in the amount of $165,329 (August 31, 2024 - $nil).

6. PATENTS

A continuity of the Company’s patents is detailed below:

Cost	$
August 31, 2024	-
Acquisitions	2
Additions	23,473
August 31, 2025	23,475

The balance at August 31, 2025 of $23,473 (2024 - $nil), is comprised of the acquisition cost of the patents and legal fees incurred in the application for and maintenance of the Company’s provisional and non-provisional patent claims.

The Patents were acquired at nominal cost from four shareholders (the “Founders”) on February 10, 2025 and August 14, 2025. The Company assumed no liabilities, guarantees or other commitments with this acquisition.

The Founders incurred approximately $10,500 is historical development costs for the Patents during the year ended August 31, 2024. These costs have not been recorded to Patents.

7. WARRANTS LIABILITY

During the year ended August 31, 2025, the Company completed a non-brokered financing by way of issuance of Units (note 8.2.1).

A continuity of the warrants liability follows:

As at August 31,	2025	2024
	$	$
Beginning balance	-	-
Additions	1,087,375	-
Revaluation	(59,508)	-
Ending balance	1,027,867	-

8. SHARE CAPITAL

Common shares

8.1 Authorized

The Company is authorized to issue 22,000,000 Class A common stock having a par value of $0.0001 each.

8.2 Issued and outstanding

Year ended August 31, 2025

8.2.1

In July 2025, the Company completed a private placement (the “Private Placement”) consisting of 5,409,828 units, raising gross proceeds of $3,955,931 (C$5,409,828). Each unit consists of 1 Class A common shares and 1 warrant. A total of 5,409,828 warrants were issued, are exercisable until June 27, 2028 at a price of C$2.50. The relative fair value of the 2025 Warrants was estimated at $1,087,375 using the Black-Scholes option pricing model with the following assumptions: estimated life of 3 years, risk-free interest rate of 2.63%, expected volatility of 100.0%, dividends of $0.00 and an underlying share price of C$0.725. The fair value of the warrants has been recorded to warrant liability (note 7) on the statements of financial position.

Total cash transaction costs of $376,215 have been allocated as follows: To common shares in the amount of $277,977 (allocated on the same basis as the warrants); to financing costs in the amount of $87,638; and to legal fees in the amount of $10,600.

Pursuant to the Private Placement, the Company issued 386,435 advisor warrants exercisable until July 31, 2028 at a price of C$1.00. The fair value of the advisor warrants was estimated at $114,771 using the Black-Scholes option pricing model with the following assumptions: estimated life of 3 years, risk-free interest rate of 2.77%, expected volatility of 100.0%, dividends of $0.00 and an underlying share price of C$0.725. The fair value of the advisor warrants was allocated as follows: To common shares in the amount of $83,209 (the basis as the warrants); and to non-cash financing fees in the amount of $31,562.

$25,592 (C$35,000) of the Private Placement was subscribed for by a shareholder.

Period from December 12, 2023 (date of incorporation) to August 31, 2024

8.2.2

In December 2023, the Company issued 6,000,000 Class A common shares to the founders of the Company for total proceeds of $600.

Warrants reserve

2025

During the year ended August 31, 2025, the Company issued 5,409,828 warrants (note 8.2.1). The initial fair value of the warrants was allocated to Warrants Liability (note 7).

During the year ended August 31, 2025, the Company issued 386,435 Advisor Warrants (note 8.2.1).

A continuity of the Company’s outstanding warrants follows:

	Number of warrants	Exercise price
Outstanding at August 31, 2024
Issued	-
5,796,263	$
-
C2.50
Balance, August 31, 2025	5,796,263	C2.50

The outstanding issued warrants balance as at August 31, 2025, is comprised of the following items:

Date of expiry	Type	Number of warrants	Exercise price
July 31, 2028	Advisor Warrants	386,435	$
C2.50
June 27, 2028	Warrants	5,409,828	C2.50
Balance, August 31, 2025		5,796,263	C2.50

9. RELATED PARTY TRANSACTIONS

Related parties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is a related party transaction when there is a transfer of resources or obligations between related parties.

Key management includes those individuals having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly. Key management includes the directors, named executive officers, being the Chief Executive Officer and the Chief Financial Officer or companies that they control. Others include the Company's Chief Commercial Officer, Chief Medical Officer and Chief Technology Officer, or companies that they control. Compensation paid or payable to key management is detailed below:

As at August 31,	2025	2024
	$	$
Transactions with key managers (notes 12 & 14)	250,000	-
Executive compensation to key managers	164,814	-
Transactions with shareholders, acquisition of Patents (note 6)	2	-
Total	414,816	-

Amounts due to related parties of $224 (due from of $600, August 31, 2024), are due to/from on demand, have no fixed term of repayment and bear an interest rate of 0% per annum.

See more details on related party share subscriptions in note 8.2.1.

10. FINANCIAL RISK MANAGEMENT

As at August 31, 2025 and 2024, the Company's financial instruments consist of cash, due from related parties, accounts payable and accrued liabilities and due to related parties. The fair values of cash and accounts payable approximate their carrying values due to the relatively short-term to maturity.

Financial risk factors

The Company's activities expose it to a variety of financial risks: liquidity risk, capital management risk and foreign exchange risk. The Company's overall risk management program and business practices seek to minimize any potential adverse effects on the Company's financial performance. Risk management is carried out by the senior management team.

a) Liquidity risk

Liquidity risk is the risk that the Company is unable to generate or obtain sufficient cash or its equivalents in a cost-effective manner to fund its obligations as they come due. All of the Company's financial liabilities, other than warrants liability, have contractual maturity of less than 90 days and are subject to normal trade terms. The Company has limited credit risk regarding its funds held in trust as that cash is held by a large Canadian law firm.

b) Capital management risk

The Company's objectives when managing capital are to safeguard its ability to continue as a going concern to provide returns to the shareholders and to maintain an optimal capital structure to minimize the cost of capital. The Company considers shareholders' equity as capital.

To maintain or adjust the capital structure, the Company may issue new shares to shareholders or sell assets. There are no changes in the Company's capital management policies for the year ended August 31, 2025 and for the period from December 12, 2023 (date of incorporation) through August 31, 2024. There are no external capital management requirements or covenants as at August 31, 2025 and August 31, 2024.

c) Foreign exchange risk

The Company's operations are mainly completed in US dollars. However, the Company does have transactions denominated in Canadian dollars. As well, it has raised capital in Canadian dollars. As such, the Company is susceptible to changes in foreign exchange rates, mainly for translation of Canadian-dollar denominated borrowings, trade payables and operating expenses. Based on Management's knowledge and experience of the financial markets, the Company believes that a 10% strengthening of the Canadian dollar against the USD at August 31, 2025, would have decreased the net asset position of the Company by approximately $276,000. A 10% weakening of the Canadian dollar against the same would have had an equal but opposite effect.

11. FINANCE COSTS

The Company incurred cash costs of $376,215 (2024 - $nil) regarding the Private Placement of which, $277,977 has been recorded as a deduction from and netted against the gross proceeds. The remainder of $98,238 has been allocated to finance costs of $87,638 and legal fees of $10,600.

The Company's finance costs are detailed as follows:

	Year ended August 31, 2025	Period from December 12, 2023 (date of incorporation) to August 31 2024
	$	$
Finance advisory fees	366,477	-
Fair value of advisory warrants (not allocated to warrants)	31,562	-
Cash costs to issue shares (not allocated to common shares)	87,638	-
	485,677	-

12. RESEARCH AND DEVELOPMENT

For the year ended August 31, 2025, $150,046 (2024 - $nil) has been incurred with regard to the Company's testing and pilot project underway to complete its U.S. Food and Drug Administration application for approval for its laparoscopic atomizing solution system, and has prepaid expenses of $100,050 (2024 - $nil).

13. CASH FLOW INFORMATION

Working capital changes in operating assets and liabilities

	Year ended August 31, 2025	Period from December 12, 2023 (date of incorporation) to August 31 2024
Prepaid expenses and other assets	$ (100,050)	$ -
Accounts payable and accrued liabilities	252,226	-
Working capital changes in operating assets and liabilities	152,176	-

14. COMMITMENTS AND LITIGATION

The Company has commitments of $1,220,385 over the next twelve months, regarding advisory/consulting agreements with executive management and development expenditures. The advisory agreements have expiry dates of December 31, 2025 and May 31, 2026 but automatically renew for successive one-year periods until terminated by the Company or the other party by providing 5 days' written notice prior to December 31, to the other. See note 9 for amounts paid to related parties for year ended August 31, 2025 and for the period from December 12, 2023 (date of incorporation) to August 31, 2024.

The Company may be, from time to time, involved in various claims and legal proceedings. When the Company cannot reasonably predict the likelihood or outcome of any claim, no provision is made within the statements of loss.

15. INCOME TAXES

The reconciliation of the combined federal income tax rate of 28.9% (2024 – 28.9%) to the effective tax rate is as follows:

	Year ended August 31, 2025	Period from December 12, 2023 (date of incorporation) to August 31, 2024
Loss before recovery of income taxes	$ (898,009)	$ -
Expected income tax (recovery) expense	(259,525)	-
Tax rate changes and other adjustments	37,584	-
Change in tax benefits not recognized	221,941	-
Income tax recovery	-	-

The following table summarizes the components of deferred tax:

	Year ended August 31, 2025	Period from December 12, 2023 (date of incorporation) to August 31, 2024
Deferred tax assets	$	$
Net operating losses	224,000	-
Total	224,000	-

Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the group can utilize the benefits therefrom.

The Company's operating tax losses expire as follows:

Year	$
indefinite	775,000

16. SUBSEQUENT EVENTS

16.1 Letter Agreement and the Transaction

In October of 2025, the Company entered into a letter agreement ("Agreement") that amended, restated and replaced in its entirety the letter of intent originally executed on November 27, 2024 and amended on March 24, 2025, with OpenSesame Acquisition Corp. ("Open"), a "Capital Pool Company" trading on the TSV Venture Exchange ("TSXV") under the symbol OPEN.P. Pursuant to the Agreement, it is proposed that Open will acquire of all of the issued and outstanding shares of Vector by way of a business combination, structured as a three-cornered merger (the "Transaction") that is intended to be Open's Qualifying Transaction, as defined in TSXV Policy 2.4 – Capital Pool Companies.

Pursuant to the terms of the Transaction:

Open will acquire all of the issued and outstanding securities (common shares, options, warrants and advisor warrants) of Vector ("Vector Securities") from Vector shareholders in consideration for the issuance of similar securities of Open ("Open Securities") on the basis of 10 Open Securities for each 1 Vector Security (the "Exchange Ratio"), at a deemed price per Open common share of C$0.10 based on the Exchange Ratio and the value per equity security of Vector issued for the Private Placement.
On or before the closing of the Transaction, as part of the Transaction, a wholly-owned subsidiary of Open will complete an equity financing at a price per security equal to C$0.10 per equity security for aggregate proceeds of between C$2,000,000 and C$3,000,000 (the "Concurrent Financing").

On closing of the Transaction, the board of directors and senior officers of the Resulting Issuer will be comprised of a majority of nominees nominated by Vector and a minority of directors nominated by Open.

Completion of the Transaction is subject to a number of conditions, including, among other items, the entering into of a definitive agreement between the parties in respect of the Transaction and receipt of all required shareholder, regulatory and third-party consents, including approval of the Transaction by the TSX Venture Exchange. There can be no assurance that the Transaction will be completed as contemplated or at all.

16.2 Issuance of securities

In October 2025, the Company issued a further 175,710, 2025 units, raising $125,346 (C$175,710). Each unit consists of 1 Class A common share and 1 warrant. Warrants are exercisable until June 27, 2028 at a price of C$2.50.

In November 2025, the Company issued 500,000 options, vesting immediately and exercisable for 5 years at C$1.00 per option, to a member of the Board.

Vector Science and Therapeutics Inc.

Unaudited Condensed Interim Financial Statements

As at and for the three months ended

November 30, 2025 and 2024

(expressed in United States Dollars, unless stated otherwise)

Management's responsibility for Financial Reporting ... 1
Unaudited Condensed Interim Statements of Financial Position ... 2
Unaudited Condensed Interim Statements of Loss and Comprehensive Loss ... 3
Unaudited Condensed Interim Statements of Changes in Equity ... 4
Unaudited Condensed Interim Statements of Cash Flow ... 5
Notes to the Unaudited Condensed Interim Financial Statements ... 6 - 18

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

The accompanying unaudited interim financial statements of Vector Science and Therapeutics Inc. (the "Company") are the responsibility of the management and the Board of Directors (the "Board") of the Company and have been prepared in accordance with the accounting policies disclosed in the notes to the unaudited condensed interim financial statements. Where necessary, management has made informed judgments and estimates in accounting for transactions which were not complete at the statement of financial position date. In the opinion of management, the interim unaudited financial statements have been prepared within acceptable limits of materiality and are in accordance with International Accounting Standard 34 Interim Financial Reporting of International Financial Reporting Standards using accounting policies consistent with International Financial Reporting Standards appropriate in the circumstances.

The Board is responsible for reviewing and approving the unaudited interim consolidated financial statements together with other financial information of the Company and for ensuring that management fulfills its financial reporting responsibilities.

MANAGEMENT'S ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING ("ICFR")

Management is responsible for establishing and maintaining adequate internal control over the Company's financial reporting.

The Company and Management are not required to include representations relating to the evaluation, design, establishment and/or maintenance of disclosure controls and procedures ("DC&P") and/or ICFR, as defined in NI 52-109, nor has it completed such an evaluation. Inherent limitations on the ability of the certifying officers to design and implement on a cost-effective bases DC&P and ICFR for the Company may result in additional risks of quality, reliability, transparency and timeliness of interim filings and other reports provided under securities legislation.

"William Jackson"
William Jackson
President and Chief Executive Officer
April 14, 2026

"Stephen M. Gledhill"
Stephen M. Gledhill
Chief Financial Officer
April 14, 2026

Vector Science and Therapeutics Inc.
Unaudited Condensed Interim Statements of Financial Position
(Expressed in United States Dollars, unless stated otherwise)

	November 30, 2025	August 31, 2025
ASSETS	$	$
Current assets
Cash (note 6)	2,051,713	2,881,525
Prepaid expenses (note 7)	62,331	100,050
Total current assets	2,114,044	2,981,575
Equipment (note 8)	81,070	-
Patents (note 9)	37,167	23,475
Total assets	2,232,281	3,005,050
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities (note 12)	294,128	252,226
Due to related parties (note 12)	976	226
Total current liabilities	295,104	252,452
Warrants liability (note 10)	949,541	1,027,867
Total liabilities	1,244,645	1,280,319
Shareholders’ equity
Common stock (note 11.1)	2,575,662	2,507,969
Warrants reserve (note 11.3)	114,771	114,771
Contributed surplus (note 11.2)	183,000	-
Deficit	(1,885,797)	(898,009)
Total shareholders’ equity	987,636	1,724,731
Total liabilities and shareholders’ equity	2,232,281	3,005,050

Nature of operations and going concern (note 1)
Commitments and litigation (note 17)

Approved for filing by the Board of Directors, April 14, 2026

"William Jackson"

William Jackson
Director

"Barry Hix"

Barry Hix
Director

The accompanying notes are an integral part of these
unaudited condensed interim financial statements.

Vector Science and Therapeutics Inc.
Unaudited Condensed Interim Statements of Loss and Comprehensive Loss
Three months ended November 30, 2025 and 2024
(Expressed in United States Dollars, unless stated otherwise)

	2025	2024
	$	$
OPERATING EXPENSES
Administrative costs	55,243	-
Amortization and depreciation	2,633	-
Consulting fees (note 12)	177,189	-
Marketing	15,753	-
Professional fees	39,754	-
Research and development (note 15)	309,189	-
Share-based compensation (note 11.2)	183,000	-
Total operating expenses	782,761	-
Other income (expenses)
Change in fair value of warrants liability (note 10)	110,305	-
Finance costs	(35,668)	-
Foreign exchange	(71,638)
Transaction costs (note 14)	(208,296)	-
Total other income (expense)	(205,027)	-
Net loss and comprehensive loss	(987,788)	-
Basic and fully-diluted loss per common share	(0.086)	-
Weighted average number of common shares outstanding - basic and fully-diluted	11,469,685	6,000,000

The accompanying notes are an integral part of these
unaudited condensed interim financial statements.

Vector Science and Therapeutics Inc.
Unaudited Condensed Interim Statements of Changes in Equity
(Expressed in United States Dollars, unless stated otherwise)

	Common shares		Warrant reserve	Contributed surplus	Deficit	Total
	Number	Amount
		$	$	$	$	$
August 31, and November 30, 2024	6,000,000	600	-	-	-	600
Shares issued for cash	5,409,828	3,955,930	-	-	-	3,955,930
Cost of issuance	-	(277,977)	-	-	-	(277,977)
Fair value of warrants issued	-	(1,087,375)	-	-	-	(1,087,375)
Fair value of advisor warrants issued	-	(83,209)	114,771	-	-	31,562
Net loss and comprehensive loss	-	-	-	-	(898,009)	(898,009)
August 31, 2025	11,409,828	2,507,969	114,771	-	(898,009)	1,724,731
Shares issued for cash	175,710	125,346	-	-	-	125,346
Cost of issuance	-	(25,674)	-	-	-	(25,674)
Fair value of warrants issued (note 11.1.2.1)	-	(31,979)	-	-	-	(31,979)
Share-based compensation	-	-	-	183,000	-	183,000
Net loss and comprehensive loss	-	-	-	-	(987,788)	(987,788)
November 30, 2025	11,585,538	2,575,662	114,771	183,000	(1,885,797)	987,636

The accompanying notes are an integral part of these unaudited condensed interim financial statements.

Vector Science and Therapeutics Inc.
Unaudited Condensed Interim Statements of Cash Flow
Three months ended November 30, 2025 and 2024
(Expressed in United States Dollars, unless stated otherwise)

	2025	2024
OPERATING ACTIVITIES	$	$
Net loss and comprehensive loss	(987,788)	-
Adjustment for non-cash items
Amortization and depreciation	2,633	-
Share-based compensation	183,000	-
Change in fair value of warrant liability (note 10)	(110,305)	-
Working capital changes in operating assets and liabilities (note 16 )	79,621	-
Cash used for operating activities	(832,839)	-
INVESTING ACTIVITIES
Equipment (note 8)	(83,149)	-
Patent costs (note 9)	(14,246)	-
Cash used for investing activities	(97,395)	-
FINANCING ACTIVITIES
Advances from related parties	750	-
Issuance of common shares for cash, net of issuance costs of $25,674 (note 11.1.2.1)	99,672	-
Cash provided by (used in) financing activities	100,422	-
Change in cash during the year	(829,812)	-
Cash, beginning of year	2,881,525	-
Cash, end of period	2,051,713	-

The accompanying notes are an integral part of these
unaudited condensed interim financial statements.

Vector Science and Therapeutics Inc.
Notes to the Unaudited Condensed Interim Financial Statements
As at and for the three months ended November 30, 2025 and 2024
(Expressed in United States Dollars, unless stated otherwise)

1. NATURE OF OPERATIONS AND GOING CONCERN

Vector Science and Therapeutics Inc. ("Vector" or the "Company") was incorporated on December 12, 2023, pursuant to the laws of the State of Delaware. The Company develops novel biomechanical devices and active transdermal drug delivery platforms to equip clinicians with non-systemic, localized interventions targeting a broad cross-section of diseases and conditions where systemic delivery of interventions compromises the therapeutic effect or introduces unacceptable harm.

These unaudited interim financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due. In assessing whether the going concern assumption is appropriate, management considers all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. The financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and classification of assets and liabilities that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations for the foreseeable future. These adjustments could be material.

The Company has incurred a net loss of $987,788 (2024 - $nil) and has negative cash flow from operations of $832,839 for the three months ended November 30, 2025 (2024 - $nil). The Company will depend on future operating cash flows and financings before it is able to drive cash flows from its operations.

2. BASIS OF PREPARATION

2.1 Statement of compliance

The financial statements, including comparatives, have been prepared in accordance with International Accounting Standards ("IAS") 34 'Interim Financial Reporting' using accounting policies consistent with the IFRS issued by the International Accounting Standards Board ("IASB") and Interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

The financial statements were approved and authorized for issuance by the Board on April 14, 2026.

2.2 Basis of presentation and measurement

3. NEW AND REVISED STANDARDS ISSUED BUT NOT YET EFFECTIVE

The following revised standards are applicable to the Company but are not yet effective nor have they been adopted by the Company.

Presentation and Disclosure in Financial Statements (IFRS 18)

The standard is effective for annual reporting periods beginning on or after January 1, 2027, including interim financial statements. Retrospective application is required and early adoption is permitted.

Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)

The amendments are effective for annual periods starting on or after January 1, 2026. Retrospective application is required and early adoption is permitted.

4. NEWLY-ADOPTED ACCOUNTING POLICIES

The Company's material accounting policies are detailed in its Annual Financial Statements for the year ended August 31, 2025 and for the period from December 12, 2023 (date of incorporation) to August 31, 2024. Newly-adopted policies are detailed below:

Equipment

Equipment is recorded at cost less accumulated depreciation. Cost includes all expenditures incurred to bring the assets to the location and condition necessary for them to be operated in the manner intended by management. Equipment is amortized on a straight-line basis over an estimated five-year useful life.

Where an item of equipment comprises major components with different useful lives, the components are accounted for as separate items of equipment. Expenditures incurred to replace a component of an item of equipment that is accounted for separately, including major inspection and overhaul expenditures are capitalized.

5. QUALIFYING TRANSACTION

In October of 2025, the Company entered into a letter agreement ("Agreement") that amended, restated and replaced in its entirety the letter of intent originally executed on November 27, 2024

and amended on March 24, 2025, with OpenSesame Acquisition Corp. (“Open”), a “Capital Pool Company” trading on the TSV Venture Exchange (“TSXV”) under the symbol OPEN.P. Pursuant to the Agreement, it is proposed that Open will acquire of all of the issued and outstanding shares of Vector by way of a business combination, structured as a three-cornered merger (the “Transaction”) that is intended to be Open’s Qualifying Transaction, as defined in TSXV Policy 2.4 – Capital Pool Companies.

Pursuant to the terms of the Transaction:

Open will acquire all of the issued and outstanding securities (common shares, options, warrants and advisor warrants) of Vector (“Vector Securities”) from Vector shareholders in consideration for the issuance of similar securities of Open (“Open Securities”) on the basis of 10 Open Securities for each 1 Vector Security (the “Exchange Ratio”), at a deemed price per Open common share of C$0.10 based on the Exchange Ratio and the value per equity security of Vector issued for the Private Placement.
On or before the closing of the Transaction, as part of the Transaction, a wholly-owned subsidiary of Open will complete an equity financing at a price per security equal to C$0.10 per equity security for aggregate proceeds of between C$2,000,000 and C$3,000,000 (the “Concurrent Financing”).
On closing of the Transaction, the board of directors and senior officers of the Resulting Issuer will be comprised of a majority of nominees nominated by Vector and a minority of directors nominated by Open.

6. FUNDS HELD IN TRUST

Included in cash are funds held in trust with the Company’s legal counsel in the amount of $125,041 (August 31, 2025 - $165,329).

7. PREPAID EXPENSES

	November 30, 2025	August 31, 2025
	$	$
Consulting fees (note 12)	60,813	-
Professional fees	1,518	-
Research and development costs (note 12)	-	100,050
	62,331	100,050

8. EQUIPMENT

Cost	$
August 31, 2024 and August 31, 2025	-
Additions	83,149
November 30, 2025	83,149
Accumulated depreciation	$
August 31, 2024 and August 31, 2025	-
Depreciation	2,079
November 30, 2025	2,079
Net book value	$
August 31, 2025	-
November 30, 2025	81,070

9. PATENTS

The balance at is comprised of legal fees incurred in the application for and maintenance of the Company's provisional and non-provisional patent claims:

Cost	$
August 31, 2024	-
Acquisitions (note 12)	2
Additions	23,473
August 31, 2025	23,475
Additions	14,246
November 30, 2025	37,721

Accumulated amortization

	$
August 31, 2024 and August 31, 2025	-
Amortization	554
November 30, 2025	554

Net realizable value

	$
August 31, 2025	23,475
November 30, 2025	37,167

The balance at November 30, 2025 of $37,167, is comprised of the acquisition cost of the patents (made from shareholders, note 9) and legal fees incurred in the application for and maintenance of the Company's provisional and non-provisional patent claims.

The Patents were acquired at nominal cost in non arms length assignment from shareholders on February 10, 2025 and August 14, 2025. The Company assumed no liabilities, guarantees or other commitments with this acquisition.

10. WARRANTS LIABILITY

During the year ended August 31, 2025, the Company completed a non-brokered financing by way of issuance of Units (note 11.1.2.2).

On October 31, 2025, the Company issued a further 175,710 Units (note 11.1.2.1).

A continuity of the warrants liability follows:

	$
Balance, August 31, 2024	-
Additions	1,087,375
Revaluation	(59,508)
Balance, August 31, 2025	1,027,867
Additions	31,979
Revaluation	(110,305)
Ending balance	949,541

11. SHARE CAPITAL

11.1 Common shares

11.1.1 Authorized

The Company is authorized to issue 22,000,000 Class A common stock having a par value of $0.0001 each.

11.1.2 Issued and outstanding

Three months ended November 30, 2025

11.1.2.1 In October 2025, the Company issued a further 175,710, 2025 Units (defined below) pursuant to the Financing, raising gross proceeds of $125,346. Each Unit consisted of 175,710 Class A common shares together with 175,710 warrants (the "October Warrants"). The October Warrants are exercisable until June 27, 2028 at a price of C$2.50. The relative fair value of the October Warrants was estimated at $31,979 using the Black-Scholes option pricing model with the following assumptions: estimated life of 3 years, risk-free interest rate of 2.40%, estimated volatility of 100.0%, dividends of $0.00 and an underlying share price of C$0.725. The fair value of the October Warrants has been recorded to warrants liability (note 10) on the statements of financial position.

Further cash transaction costs of $35,412 have been allocated as follows: To common shares in the amount of $25,674 (allocated on the same basis as the warrants) and to financing costs in the amount of $9,738.

Year ended August 31, 2025

11.1.2.2 In July 2025, the Company completed the Financing, which consisted of 5,409,828 units (each a "2025 Unit"), raising gross proceeds of $3,955,930 (C$5,409,828). Each 2025 Unit consists of 1 Class A common shares and 1 warrant (each a "2025 Warrant"). A total of 5,409,828, 2025 Warrants were issued, are exercisable until June 27, 2028 at a price of C$2.50. The relative fair value of the 2025 Warrants was estimated at $1,087,375 using the Black-Scholes option pricing model with the following assumptions: estimated life of 3 years, risk-free interest rate of 2.63%, estimated volatility of 100.0%, dividends of $0.00 and an underlying share price of C$0.725. The fair value of the 2025 Warrants has been recorded to derivative liability (note 10) on the statements of financial position.

Pursuant to the Private Placement, the Company issued 386,435 advisor warrants (each, an "Advisor Warrant") exercisable until July 31, 2028 at a price of C$1.00. The fair value of the Advisor Warrants was estimated at $114,771 using the Black-Scholes option pricing model with the following assumptions: estimated life of 3 years, risk-free interest rate of 2.77%, cumulative volatility of 100.0%, dividends of $0.00 and an underlying share price of C$0.725. The fair value of the Advisor

warrants was allocated as follows: To common shares in the amount of $83,209 (the basis as the warrants); and to non-cash financing fees in the amount of $31,562.

$25,592 (C$35,000) of the Financing was subscribed for by a related party.

11.2 Options

During the quarter ended November 30, 2025, the Company issued 500,000 options (the "Options") to a member of the Board of Directors. The fair value of $183,000 of the Options was estimated using the Black-Scholes option pricing model with the following assumptions: estimated life of 5 years, risk-free interest rate of 2.80%, estimated volatility of 100.0%, dividends of $0.00 and an underlying share price of C$0.725.

During the three months ended November 30, 2025, the Company incurred $183,000 (2024 - $nil) in share-based compensation, which has been recorded in the statements of loss and comprehensive loss.

11.3 Warrants reserve

During the three months ended November 30, 2025, the Company issued 175,710 October Warrants (note 11.1.2.1).

A continuity of the Company's outstanding warrants follows:

	Number of warrants	Exercise price
		$
Outstanding at August 31, 2024	-	-
Issued	5,796,263	C2.50
Balance, August 31, 2025	5,796,263	C2.50
Issued	175,710	C2.50
Balance, August 31 and November 30, 2025	5,971,973	C2.50

The outstanding issued warrants balance as at November 30, 2025, is comprised of the following items:

Date of expiry	Type	Number of warrants	Exercise price
			$
June 27, 2028	Warrants	5,585,538
July 31, 2028	Advisor Warrants	386,435	C2.50
Balance, November 30, 2025		5,971,973	C2.50

12. RELATED PARTY TRANSACTIONS

Key management includes those individuals having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly. Key management includes the directors, named executive officers, being the Chief Executive Officer and the Chief Financial Officer, or companies controlled by them. Others include the Company's Chief Commercial Officer, Chief Medical Officer and Chief Technology Officer, or companies controlled by them. Compensation paid or payable to key management is detailed below:

As at November 30,	2025	2024
	$	$
Transactions with key managers (notes 15 & 17)	200,000	-
Executive compensation to key managers	177,000	-
Share-based compensation	183,000	-
Total	560,000	-

Prepaid expenses include $60,813 (August 31, 2025 - $100,050) of amounts prepaid to related parties.

Accounts payable and accrued liabilities include $22,493 (August 31, 2025 - $38,935) of amounts due to related parties.

Amounts due to related parties of $976 (August 31, 2025-$224), are due on demand, have no fixed term of repayment and bear an interest rate of 0% per annum.

13. FINANCIAL RISK MANAGEMENT

As at November 30, 2025, the Company's financial instruments consist of cash, accounts payable and accrued liabilities and due to related parties. The fair values of cash and accounts payable approximate their carrying values due to the relatively short-term to maturity.

Financial risk factors

a) Liquidity risk

b) Capital management risk

To maintain or adjust the capital structure, the Company may issue new shares to shareholders or sell assets. There are no changes in the Company's capital management policies for the three months ended November 30, 2025 and for the year ended August 31, 2025. There are no external capital management requirements or covenants as at November 30, 2025 and August 31, 2025.

c) Foreign exchange risk

The Company's operations are mainly completed in US dollars. However, the Company does have transactions denominated in Canadian dollars. As well, it has raised capital in Canadian dollars. As such, the Company is susceptible to changes in foreign exchange rates, mainly for translation of Canadian-dollar denominated borrowings, trade payables and operating expenses. Based on Management's knowledge and experience of the financial markets, the Company believes that a 10% strengthening of the Canadian dollar against the USD at November 30, 2025, would have decreased the net asset position of the Company by approximately $180,000. A 10% weakening of the Canadian dollar against the same would have had an equal but opposite effect.

TRANSACTION COSTS

The Company incurred the following Transactions costs:

Three months ended November 30,	2025	2024
	$	$
Legal fees	200,119	-
Regulatory fees	8,177	-
Total transaction costs	208,296	-

RESEARCH AND DEVELOPMENT

For the three months ended November 30, 2025, $309,189 (2024 - $nil) has been incurred with regard to the Company's testing and pilot project underway to complete its U.S. Food and Drug Administration application for approval for its laparoscopic atomizing solution system.

16. CASH FLOW INFORMATION

Working capital changes in operating assets and liabilities

Three months ended November 30,	2025	2024
	$	$
Prepaid expenses and other assets	37,719	-
Accounts payable and accrued liabilities	41,902	-
Working capital changes in operating assets and liabilities	79,621	-

17. COMMITMENTS AND LITIGATION

The Company has commitments of $865,000 remaining for fiscal 2026, regarding consulting agreements with executive management and development expenditures. The consulting agreements have expiry dates of December 31, 2026 and May 31, 2026, but automatically renew for successive one-year periods until terminated by the Company or the other party by providing 5 days' written notice prior to December 31, to the other. See note 12 for amounts paid to related parties for three months ended November 30, 2025 and 2024.

D-1

SCHEDULE “D”

Management's Discussion and Analysis of Vector Science and Therapeutics Inc. for the period from the date of incorporation (December 12, 2023) to August 31, 2024 and the year ended August 31, 2025 for the Three-Month Period Ended November 30, 2025

(See attached)

Vector Science and Therapeutics Inc.

Management's Discussion and Analysis

Year ended August 31, 2025

(Expressed in United States dollars)

April 14, 2026

Vector Science and Therapeutics Inc.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Year ended August 31, 2025

(Expressed in United States dollars, unless stated otherwise)

This management discussion and analysis ("MD&A") has been prepared based on information available to Vector Science and Therapeutics Inc. ("Vector" or the "Company") as at April 14, 2026. This MD&A is based on information available to Vector up to the date of this MD&A and should be read in conjunction with the Company's audited financial statements and the related notes as at and for the year ended August 31, 2025, and for the period from December 12, 2023 (date of incorporation) to August 31, 2024 (the "Financial Statements"). The Financial Statements have been prepared by management in accordance with International Financial Reporting Standards ("IFRS") and all amounts are expressed in United States dollars unless otherwise noted. Other information contained in this MD&A has also been prepared by management and is consistent with the data contained in the Financial Statements.

MANAGEMENT'S ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING ("ICFR")

Management of the Company ("Management") is responsible for establishing and maintaining adequate internal control over the Company's financial reporting. The Company and Management are not required to include representations relating to the evaluation, design, establishment and/or maintenance of disclosure controls and procedures ("DC&P") and/or internal control over financing reporting ("ICFR"), nor has it completed such an evaluation. Inherent limitations on the ability of the certifying officers to design and implement on a cost-effective bases DC&P and ICFR for the issuer may result in additional risks of quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS

This document contains "forward-looking statements", which may include, but are not limited to, statements with respect to the future financial or operating performance of Vector or future events related to Vector, which reflect expectations regarding growth, results of operations, performance, business prospects or opportunities or industry performance or trends. These forward-looking statements reflect Vector's current internal projections, expectations or beliefs and are based on information currently available to Vector. Often, but not always, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "intend", "plan", "anticipate", "believe", "predict", "potential", "continue", "budget", "schedule", "estimate", "forecast" or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements expressed or implied by the forward-looking statements to differ materially from those anticipated in such statements. Such factors include, among others: general business, economic, competitive, political and social uncertainties; changes in labour costs and other costs of materials, equipment or processes to operate as anticipated; the ability to attract and retain qualified personnel; market competition; governmental regulation and approvals; and, the factors discussed in the Other risks and uncertainties section of this MD&A. Although Vector has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date of this MD&A and, unless otherwise required by applicable securities laws, Vector disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

MD&A

April 14, 2026

Page | 1

Vector Science and Therapeutics Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Year ended August 31, 2025
(Expressed in United States dollars, unless stated otherwise)

General

Vector was incorporated on December 12, 2023, pursuant to the laws of the State of Delaware. The Company's head office is located at 12250 Corporate Parkway, Mequon, WI, 53092 3300. The Company's registered office is located at 16192 Coastal Hwy in the City of Lewes, County of Sussex, State of Delaware.

Any reference to "note" or "notes" in this MD&A refer to the Notes to the Financial Statements.

The Financial Statements were authorized for issuance by the Board of Directors of the Company (the "Board") on April 14, 2026.

The Company's newly-adopted standards and its accounting policies are detailed in notes 3 and 4, respectively, of the Financial Statements.

Qualifying Transaction (the "Transaction")

On October 1, 2025, the Company entered into a non-binding letter of intent ("Agreement") that amended, restated and replaced in its entirety the letter of intent originally executed on November 27, 2024, as amended effective March 24, 2025, with OpenSesame Acquisition Corp. ("Open"), a "Capital Pool Company" trading on the TSX Venture Exchange ("TSXV") under the symbol OPEN.P. Pursuant to the Agreement, it is proposed that Open will acquire of all of the issued and outstanding shares of Vector by way of a business combination, structured as a three-cornered merger that is intended to be Open's Qualifying Transaction, as defined in TSXV Policy 2.4 – Capital Pool Companies.

The main terms of the Transaction are as follows:

Open will acquire all of the issued and outstanding securities (common shares, options, warrants and advisor warrants) of Vector ("Vector Securities") from Vector shareholders in consideration for the issuance of similar securities of Open ("Open Securities") on the basis of 10 Open Securities for each 1 Vector Security (the "Exchange Ratio"), at a deemed price per Open common share of C$0.10 based on the Exchange Ratio and the value per equity security of Vector issued for the Private Placement. Immediately following the completion of the Transaction, Open will affect a name change to "Vector Science and Therapeutics Corp.".
On or before the closing of the Transaction, as part of the Transaction, a wholly-owned subsidiary of Open will complete an equity financing at a price per security equal to C$0.10 per equity security for aggregate proceeds of between C$2,000,000 and C$3,000,000 (the "Concurrent Financing").
On closing of the Transaction, the board of directors and senior officers of Open will be comprised of a majority of nominees nominated by Vector and a minority of directors nominated by Open.

MD&A
April 14, 2026
Page | 2

Vector Science and Therapeutics Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Year ended August 31, 2025
(Expressed in United States dollars, unless stated otherwise)

Description of Business

Vector develops novel biomechanical devices and active transdermal drug delivery platforms to equip clinicians with non-systemic, localized interventions targeting a broad cross-section of diseases and conditions where systemic delivery of interventions compromises the therapeutic effect or introduces unacceptable harm. All products are beyond prototype phase and one product has advanced to the FDA Q submission stage.

Vector is committed to improving the lives of patients and the practice of medicine by developing and commercializing technologies that improve clinical outcomes, reducing the economic burden of treatment for patients and payers, and leveraging insight secured across the patient's journey with Vector's products to equip medical professionals to deliver personalized intervention.

The economic burden of these complications is substantial. In the United States, adverse drug reactions cause approximately 4 hospitalizations per 1,000 people annually and rank among the top 10 causes of death, with associated costs estimated between $30 billion and $180 billion per year.¹ The opioid epidemic further compounds these challenges, costing Americans an estimated $2.7 trillion in 2023, equivalent to 9.7% of GDP, through healthcare expenditures, lost productivity, and premature death.²

Product platforms and applications

1. Laparoscopic Atomizing Solution System ("LASS")

MD&A
April 14, 2026
Page | 3

Vector Science and Therapeutics Inc.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Year ended August 31, 2025

(Expressed in United States dollars, unless stated otherwise)

With approximately 15 million laparoscopic surgeries performed each year globally, nearly 5 million in the United States, $^{3}$ VectorMist addresses a substantial market opportunity.

MD&A

April 14, 2026

Page | 4

Vector Science and Therapeutics Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Year ended August 31, 2025
(Expressed in United States dollars, unless stated otherwise)

VectorMist pursues 510(k) clearance as Class II medical device claiming substantial equivalence to predicate devices for local anesthetic delivery. As such, pre-market approval, required for high-risk, Class III devices, is not required for LASS. This pathway typically requires six to twelve months from submission to clearance. Pre-submission documentation includes detailed device description, intended use, preliminary substantial equivalence comparison, proposed testing protocols, clinical trial protocols, and draft labeling.

The 510(k) submission presents a clear compelling case for substantial equivalence including device description with specifications, substantial equivalence discussion, biocompatibility summary, performance testing results, clinical data, proposed labeling, and quality system information. Vector's submission strategy emphasizes completeness and clarity, anticipating reviewer questions. Regulatory consultants review draft submissions identifying potential deficiencies before formal submission.

Based on the above productization, the VectorMist timeline from current state to commercial launch spans approximately three to six months. Vector has substantially prepared the file for the first 510(k) and has filed an FDA Q-submission to clarify any concerns the FDA may have prior to submitting the formal application, which is intended to be filed in January 2026. As the FDA has 90 days to respond, Vector has assumed 180 days for approval and a launch in late Q4 2026.

Biomechanical Transdermal Device ("BTP").

Vector BTP is an electrical biomechanical platform that functions as both a standalone therapeutic intervention and a drug delivery platform competing directly with sustained acoustic medicine devices and pulsed electromagnetic field devices ("PEMF") in regenerative and sports medicine segments. Built on three core principles, smart, steered, and sustained delivery, the device provides therapeutic benefit through its biomechanical action while simultaneously enabling targeted transdermal drug delivery with attributes which favor tissue permeability:

Smart: The platform incorporates intelligence through biomarker monitoring that optimizes biomechanical dosing in real time, ensuring patients receive optimized therapeutic levels. The Vector BTP's built-in capability to track utilization and monitor biomarkers such as gait quality as a surrogate for pain enables real-time adherence monitoring and outcome validation.
Steered: Therapeutics are directed into targeted tissue, bypassing systemic circulation and concentrating medication where it is needed most while minimizing exposure to non-targeted areas.
Sustained: Using a combination of patent-pending molecular transport technologies, the device enables controlled delivery aimed at maintaining consistent therapeutic levels over time.

MD&A
April 14, 2026
Page | 5

Vector Science and Therapeutics Inc.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Year ended August 31, 2025

(Expressed in United States dollars, unless stated otherwise)

To achieve FDA compliance, Vector will first file as a device for mechanical pain management without drug delivery. This sets Vector up for an easier path with the drug delivery, given the device will already be approved. Vector expects to file on the non-drug delivery device in late 2026 or early 2027. The filing on the drug delivery is anticipated in late 2027.

As standalone therapeutic device, the BTP likely qualifies for 510(k) clearance claiming substantial equivalence to physical therapy modalities including ultrasound, pulsed electromagnetic field ("PEMF"), or other energy-based therapeutic devices. When used as drug delivery platform, the Vector BTP may pursue 510(k) as drug delivery system, with specific drug-device combinations potentially requiring separate submissions or falling under pharmaceutical partner filings.

The Vector BTP standalone development targets design verification and validation within 15 to 18 months, pilot clinical studies within 24 months, 510(k) submission within 30 months, FDA clearance and commercial launch within 36 months. Drug delivery platform development through pharmaceutical partnerships has longer timelines with pharmacokinetic studies within 24 months, Phase II efficacy studies within 36 to 48 months, and regulatory submissions within 48 to 60 months.

Patents

In support of the above platforms, the Company has two primary patent applications in the United States (the "Patents Claims"):

USP Non-Provisional Application US19/063,568, Multimodal Neuromodulatory Pain Management and Active Vectored Transdermal Pharmaceutical Platform Delivery System; and

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April 14, 2026

Page | 6

Vector Science and Therapeutics Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Year ended August 31, 2025
(Expressed in United States dollars, unless stated otherwise)

USP Provisional Application US63/862,851, Drug Delivery Catheter – Interoperative Drug/Compound Material Transdermal Platform Delivery System.

Financial Position

As at August 31, 2025, the Company had assets totaling $3,005,050 and shareholders' equity of $1,724,131. This compares with assets of $600 and shareholders' equity of $600, as at August 31, 2024.

During the year ended August 31, 2025, the Company's net assets increased by $1,724,131 from the 2024 financial position, the result of an increase in assets of $3,004,450, offset by an increase in liabilities of $1,280,319.

The changes in the Company's net assets are detailed as follows:

Item	Change	Explanation of change
Cash	$ 2,881,525	The Company completed a private placement (note 8.2.1) (the “Financing”) raising gross proceeds of $3.95M. The change is represented by cash used for operations of $773,780 less cash used for investing activities of $23,473 increased by cash provided from financing activities of $3,678,780. Included in cash, is a portion ($165,329) of the gross proceeds raised from the Financing, which was placed in trust with Company counsel to be used for legal fees and other Transaction costs.
Prepaid expenses and other assets	100,050	The increase relates to development expenditures not yet completed at the reporting date.
Patents	23,475	The amount represents legal and application fees incurred in the maintenance of the Company's Patent Claims.
Accounts payable and accrued liabilities	(252,226)	Increase in payables and accruals is due to normal operational variation in timing of payments.
Due to/(from) related parties	(826)	Miscellaneous change in related party amounts owing (note 9).
Warrant liability	(1,027,867)	See note 7 for details.
	1,724,131

MD&A
April 14, 2026
Page | 7

Vector Science and Therapeutics Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Year ended August 31, 2025
(Expressed in United States dollars, unless stated otherwise)

Operations

Selected annual financial information

	Year ended August 31, 2025	Period from December 12, 2023 (date of incorporation) to August 31, 2024
Statements of loss	$	$
Total operating expenses	(457,092)	-
Other expenses	(440,917)	-
Net loss	(898,009)	-
Statements of cash flow
Cash used for operations	(773,779)	-
Cash used for investing activities	(23,473)	-
Cash provided from financing activities	3,678,777	-
Increase in cash	2,881,525	-
Loss per share
Basic and diluted loss per common share	(0.129)	-
Weighted average number of Class A common shares outstanding	#	#
	6,951,846	6,000,000
Statements of financial position as at August 31,	2025	2024
Cash	2,881,525	-
Total assets	3,005,050	600
Total liabilities	(1,280,319)	-
Shareholders' equity	1,724,731	600

MD&A
April 14, 2026
Page | 8

Vector Science and Therapeutics Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Year ended August 31, 2025
(Expressed in United States dollars, unless stated otherwise)

Summary of quarterly results

Period ended	4^{th} Quarter 2025 (31-Aug-25)	3^{rd} Quarter 2025 (31-May-25)	2^{nd} Quarter (28-Feb-25)	1^{st} Quarter 2025 (30-Nov-25)
	$	$	$	$
Total operating expenses	(457,092)	-	-	-
Other expenses	(440,917)	-	-	-
Net loss	(898,009)	-	-	-
Basic and diluted loss per Class A common share	(0.129)	(0.000)	(0.000)	(0.000)
Total assets	3,005,050	5,600	5,600	5,600
Total liabilities	(1,280,319)	(5,000)	(5,000)	(5,000)
Shareholders' equity	1,724,731	600	600	600
Cash dividends declared per Class A common share	-	-	-	-
Period ended	4^{th} Quarter 2024 (31-Aug-24)	3^{rd} Quarter 2024 (31-May-24)	2^{nd} Quarter 2024 (12-Dec-23 (date of incorporation) to 29-Feb-24)
---	---	---	---
	$	$	$
Total operating expenses	-	-	-
Other expenses	-	-	-
Net loss	-	-	-
Basic and diluted loss per Class A common share	(0.000)	(0.000)	(0.000)
Total assets	600	600	600
Total liabilities	-	-	-
Shareholders' equity	600	600	600
Cash dividends declared per Class A common share	-	-	-

Results of operations

Year ended August 31, 2025 and the period from December 12, 2023 (date of incorporation) to August 31, 2024

Vector incurred losses during 2025. Loss for the year was $898,009 (2024 – $nil) or $(0.129) (2024 - $nil) per Class A common share. Changes year-over-year are not detailed as it is Vector's first year of non-dormant operations and all comparative amounts are nil.

MD&A
April 14, 2026
Page | 9

Vector Science and Therapeutics Inc.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Year ended August 31, 2025

(Expressed in United States dollars, unless stated otherwise)

Operating expenses of $457,092 (2024 - $nil)

Administrative costs of $7,851 (2024 - $nil)

General of $5,906 (2024 - $nil)
Representation and travel of $1,945 (2024 - $nil)

Consulting costs of $164,814 (2024 - $nil)

Consulting costs consist of those fees charged to the Company by its executive and senior management, under advisory contracts (as opposed to employment contracts) (note 9).

Marketing of $11,644 (2024 - $nil)

Professional fees of $122,737 (2024 - $nil)

Professional fees consist of legal and audit fees.

Research and development ("R&D") of $150,046 (2024 - $nil)

R&D consists of development costs expended on bringing the Company's VectorMist and BTP products to market.

Other income (expenses) of $(440,917) (2024 - $nil)

Change in fair value of warrants liability of $59,508 (2024 - $nil)

Finance Costs of $(485,677) (2024 - $nil)

Finance costs consist of cash and non-cash costs incurred regarding the Private Placement (as hereinafter defined) not directly charged to common stock or warrants (note 13) plus finance advisory fees.

Foreign exchange charges of $14,748 (2024 - $nil)

Financings

Subsequent to the reporting period

In October 2025, the Company issued 175,710 additional 2025 Units (as defined below), raising gross proceeds of $125,346 (C$175,710) (note 16.2).

Year ended August 31, 2025

Unit financing

In June and July 2025, the Company issued 5,409,828 units (each a “2025 Unit”), raising gross proceeds of $3,955,931 (C$5,409,828), pursuant to a private placement (the “Private Placement”). Each 2025 Unit consists of 1 Class A common stock of the Company (each a “Vector Share”) and 1 warrant (each a “2025 Warrant”). A total of 5,409,828 2025 Warrants were issued and are exercisable until June 27, 2028, at a price of C$2.50 per Vector Share. The relative fair value of the 2025 Warrants was estimated at $1,087,375 using the Black-Scholes option pricing model with the following assumptions: estimated life of 3 years, risk-free interest rate of 2.63%, expected volatility of 100.0%, dividends of $0.00 and an underlying share price of C$0.725. The fair value of the 2025 Warrants has been recorded to warrants liability (note 7) on the statements of financial position.

MD&A

April 14, 2026

Page | 10

Vector Science and Therapeutics Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Year ended August 31, 2025
(Expressed in United States dollars, unless stated otherwise)

Pursuant to the Private Placement, the Company issued 386,435 advisor warrants (each, an "Advisor Warrant") exercisable until July 31, 2028, at an exercise price of C$2.50. The fair value of the Advisor Warrants was estimated at $114,771 using the Black-Scholes option pricing model with the following assumptions: estimated life of 3 years, risk-free interest rate of 2.77%, cumulative volatility of 100.0%, dividends of $0.00 and an underlying share price of C$0.725. The fair value of the Advisor warrants was allocated as follows: To common shares in the amount of $83,209 (the same basis as the warrants); and to non-cash financing fees in the amount of $31,562.

$25,592 (C$35,000) of the Private Placement was subscribed for by a shareholder.

Period from December 12, 2023 (date of incorporation) to August 31, 2024

In December 2023, the Company issued 6,000,000 Class A common shares with a fair value of $600 to the founders of the Company (notes 8.2.2 and 9).

Options

In November 2025, the Company issued 500,000 options, vesting immediately and exercisable for 5 years at C$1.00 per option, to a member of the Board.

Related-party Transactions and Balances

Parties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is a related party transaction when there is a transfer of resources or obligations between related parties.

The Company's transactions with related parties were, in the opinion of management, carried out on normal commercial terms and in the ordinary course of the Company's business.

Key management compensation

Key management includes those individuals having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly. Key management includes the directors and named executive officers, being the Chief Executive Officer and the Chief Financial Officer. Others include the Company's Chief Commercial Officer, Chief Medical Officer and Chief Technology Officer. Compensation paid or payable to key management is detailed below:

MD&A
April 14, 2026
Page | 11

Vector Science and Therapeutics Inc.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Year ended August 31, 2025

(Expressed in United States dollars, unless stated otherwise)

As at August 31,	2025	2024
	$	$
Transactions with key managers (notes 12 & 14)	250,000	-
Executive compensation to key managers	164,814	-
Transactions with shareholders (note 6)	2
Total	414,816	-

See more details on related party share subscriptions in note 8.2.1 and option issuance (note 16.3.2).

Amounts due to related parties of $224 (due from of $600, August 31, 2024), are due on demand, have no fixed term of repayment and bear an interest rate of 0% per annum.

Financial Risk Management

Financial Risk Factors

a) Liquidity risk

Liquidity risk is the risk that the Company is unable to generate or obtain sufficient cash or its equivalents in a cost-effective manner to fund its obligations as they come due. All of the Company's financial liabilities, other than warrants liability, have contractual maturity of less than 90 days and are subject to normal trade terms. The Company has limited credit risk regarding its funds held trust as that cash is held by a large Canadian law firm.

b) Capital management risk

c) Foreign exchange risk

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April 14, 2026

Page | 12

Vector Science and Therapeutics Inc.
MANAGEMENT’S DISCUSSION AND ANALYSIS
Year ended August 31, 2025
(Expressed in United States dollars, unless stated otherwise)

susceptible to changes in foreign exchange rates, mainly for translation of Canadian-dollar denominated borrowings, trade payables and operating expenses. Based on Management's knowledge and experience of the financial markets, the Company believes that a 10% strengthening of the Canadian dollar against the USD at August 31, 2025, would have decreased the net asset position of the Company by approximately $276,000. A 10% weakening of the Canadian dollar against the same would have had an equal but opposite effect.

Other Risks and Uncertainties

The Transaction May Not Be Completed

Completion of the Transaction is subject to a number of conditions, certain of which may be outside the control of Vector and/or Open, including, without limitation, completion of the Concurrent Financing, and receipt of TSXV approval. There can be no assurance, nor can Vector provide any assurance, that these conditions will be satisfied or, if satisfied, when they will be satisfied or that the Transaction will be completed as currently contemplated or at all. The requirement to take certain actions or to agree to certain conditions to satisfy such requirements or obtain any such approvals may have a material adverse effect on the business and affairs of the Company or the trading price of the common shares once Vector is public.

Final acceptance of the Transaction by the TSXV will be subject to Open fulfilling all requirements of the TSXV. If such requirements are not met, the Transaction will not be completed. There is no guarantee that Open will be able to satisfy the requirements of the TSXV such that it will issue the Final Exchange Bulletin.

If the Transaction is not completed, Vector will be liable for significant consulting, accounting and legal costs relating to the Transaction and will not realize anticipated benefits of the Transaction. If the Transaction is not completed and the Board decides to seek another merger or business combination, there can be no assurance that it will be able to find a party that will agree to equivalent or more attractive terms than those of the Transaction.

Loss of Material Customers

Upon the launch of its products (expected in Q4, 2026), Vector will likely depend on major customers for most of its sales. The loss of all or a substantial portion of Vector's sales from a major customer could have a material adverse effect on Vector's financial condition and results of operations by reducing cash flows and its ability to spread costs over a larger revenue base. In addition, any dispute with a key customer, or an inability or unwillingness of a key customer to pay for the services of Vector may result in Vector incurring significant write-offs of accounts receivable that may have a material adverse effect on its financial condition, results of operations or cash flows.

In addition, Vector's major customers may have an increased ability to influence pricing and other contract terms. Therefore, the renegotiation of a major customer contract may also have an adverse effect on Vector's financial results if such renegotiation involves less favourable terms to Vector.

Regulatory Oversight of Vector’s Business

Vector's products will be regulated by major regulatory bodies like the Food and Drug Administration ("FDA") and is strictly governed by a series of standardized regulations and guidelines to ensure data and product quality including, but not limited to Good Manufacturing Practices ("GMP") and Good Laboratory Practices. These guidelines are mandatory standards for most regulatory agencies and designed to ensure the highest quality of research and manufacturing for medical devices. These regulations govern the design, development, testing, clinical trials, premarket clearance and approval, safety, marketing and registration of medical devices, in addition to regulating manufacturing practices, reporting, labeling and recordkeeping procedures. Vector team has experience in the development and commercialization of medical devices under these regulations. Vector team has put in place infrastructure to ensure compliance with relevant guidelines, including standard operation

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procedures and third-party audits. Despite these precautions, it is possible that activities conducted internally or by a third party may be non-compliant with industry standard regulations, with significant negative impact on Vector.

Vector's products are at various stages of development; risk decreases as the product progresses through the various stages of preclinical and clinical development. Clinical trials of the products may not be successful or may result in unfavourable product profiles, resulting in significantly lower commercial opportunity than currently anticipated. Significant delays and inability to fully realize the value of the products may materially harm the business. Vector has committed significant resources, both human and financial, to the acquisition and development of products. The ability to generate revenues from any future products will depend heavily on the successful development and eventual commercialization of these products.

During product development, non-compliance with standard guidelines and regulations may invalidate drug product and/or data such that they are not appropriate to support regulatory filings. Vector may be required to repeat development activities as a result, incurring additional development risk and costs. Repeating specific development activities could also delay overall development and commercialization timelines, negatively impacting a product's revenue potential. Adverse effects on timing and costs could lead to discontinuation of product development. In the event that non-compliance with standard guidelines adversely impacts clinical trial activities and trial participants, Vector could also be exposed to substantial reputational risk and legal liabilities. Regardless of merit or eventual outcome, liability claims may result in decreased demand for any products that it may develop, injury to Vector's reputation and significant negative media attention, significant costs to defend the related litigation, substantial monetary awards to trial participants, loss of revenue and the inability to commercialize any products that Vector may develop.

For commercial products, non-compliance with standard guidelines and regulations may prevent Vector from releasing product to the market or require Vector to withdraw product from the market. In either case, Vector would incur manufacturing costs for product without the potential to generate revenues. In addition, delays in delivery of product to the market could adversely impact long-term product utilization and drive substitution to competitor products. In the case where product released to the market is retroactively found to be non-compliant with existing guidelines, Vector could also incur significant costs related to the returns, refunds, and destructions of non-compliant product. Additionally, Vector could be exposed to substantial reputational risk and legal liabilities with potential negative consequences outlined above.

In any situation of guideline non-compliance, Vector will be required to undertake a comprehensive investigation and engage in activities to remedy and prevent future deviations. These activities could impose significant costs on Vector and draw resources away from other Vector objectives.

Ability to Obtain Required Regulatory Approvals for Vector's Products

Vector's products, and the activities associated with their development and commercialization, including their design, testing, manufacture, safety, efficacy, record keeping, labeling, storage, approval, advertising, promotion, sale, and distribution, are subject to comprehensive regulation by the FDA and by comparable authorities in other countries. Failure to obtain regulatory approval for a product will prevent Vector from commercializing the product. Vector has not received regulatory approval to market any of its products in any jurisdiction. The Company has only limited experience in filing and supporting the applications necessary to gain regulatory approvals and expects to rely on third party contract research organizations to assist it in this process.

The process of obtaining regulatory approvals, both in the United States and abroad, is expensive, may take many years if additional clinical trials are required, and can vary substantially based upon a variety of factors, including the type, complexity and novelty of the products involved. Changes in regulatory approval policies during the development period, changes in or the enactment of additional statutes or regulations, or changes in regulatory review for each submitted product application, may cause delays in the approval or rejection of an application. The FDA and by comparable authorities in other countries has substantial discretion in the approval process and may

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refuse to accept any application or may decide that Vector's data is insufficient for approval and require additional preclinical, clinical, or other studies.

A critical factor affecting development timelines is the availability of regulatory agency staff for essential communications, reviews, and approvals. Timely alignment and feedback from agencies such as the FDA are vital to advancing Vector's programs. However, delays or resource constraints—including staffing shortages—may limit the availability of regulatory input, which can hinder progress and extend review timelines. If Vector experiences delays in obtaining approval or if it fails to obtain approval of its products, the commercial prospects for Vector's product may be harmed and its ability to generate revenues will be materially impaired.

Risk of Post-Regulatory-Approval Marketing and Use Limitations

Any product for which Vector acquires marketing approval, along with the manufacturing processes, post-approval clinical data, labeling, advertising, and promotional activities for such product, will be subject to continual requirements of, and review by, the FDA and other regulatory authorities. These requirements include, among others, submissions of safety and other post-marketing information and reports, registration and listing requirements, FDA pre-approval inspection of the manufacturing facilities where the proposed product is produced to assess compliance with current GMP requirements ("cGMP"), quality assurance and corresponding maintenance of records and documents, requirements regarding the distribution of samples to physicians and record keeping. Even if regulatory approval of a product is granted, the approval may be subject to limitations on the indicated uses for which the product may be marketed or to the conditions of approval or contain requirements for costly post-marketing testing and surveillance to monitor the safety or efficacy of the product. The FDA closely regulates the post-approval marketing and promotion of medical technology to ensure medical technologies are marketed only for the approved indications and in accordance with the provisions of the approved label. The FDA imposes stringent restrictions on manufacturers' communications regarding off-label use and if Vector does not market its products for their approved indications, Vector may be subject to enforcement action for off-label marketing.

In addition, later discovery of previously unknown problems with Vector's products, manufacturers or manufacturing processes, or failure to comply with regulatory requirements, may yield various results, including the restrictions on such products, manufacturers or manufacturing processes; the restrictions on the marketing of a product; the restrictions on product distribution; requirements to conduct post-marketing clinical trials; withdrawal of the products from the market; refusal to approve pending applications or supplements to approved applications that it submits; recall of products; fines, restitution or disgorgement of profits or revenue; suspension or withdrawal of regulatory approvals; refusal to permit the import or export of Vector's products; product seizure; or injunctions or the imposition of civil or criminal penalties.

Ability to Achieve Market Access

Even if any of Vector's products receive marketing approval by the FDA and by comparable authorities in other countries, there is no guarantee they will gain sufficient market acceptance by physicians, patients, healthcare practitioners and others in the medical community. If Vector's products do not achieve sufficient level of acceptance, Vector may not generate sufficient revenues and may not become profitable. The degree of market acceptance of Vector's products will depend on a number of factors, including the potential advantages Vector's product provides compared to alternative treatments, the price, the convenience and ease of administration compared to alternative treatments, the willingness of the physicians to prescribe Vector's new products, the strength of marketing and distribution support through its partners, sufficient third party coverage or reimbursement and the prevalence and severity of any side effects.

The Company's ability to commercialize any products successfully will also depend on the extent to which coverage and reimbursement for these products and related treatments will be available from government healthcare programs, private health insurers, managed care plans, and other organizations. Government authorities and third-party payers, such as private health insurers and health maintenance organizations, decide which medications

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they will pay for and establish reimbursement levels. A primary trend in the U.S. healthcare industry is cost containment. Government authorities and third-party payers have attempted to control costs by limiting coverage and the amount of reimbursement for particular technologies. Vector cannot be sure that coverage and reimbursement will be available for any product that Vector commercializes and, if reimbursement is available, the level of reimbursement. Reimbursement may impact the demand for, or the price of, any product for which Vector obtains marketing approval. If reimbursement is not available or is available only to limited levels, the Company may not be able to successfully commercialize any product for which Vector obtained marketing approval. There may be significant delays in obtaining coverage and reimbursement for newly developed medical technologies, and coverage may be more limited than the purposes for which the drug is approved by the FDA or other regulatory authorities. Moreover, eligibility for coverage and reimbursement does not imply that a product will be paid for in all cases or at a rate that covers our costs, including research, development, manufacture, sale, and distribution expenses. Interim reimbursement levels for new products, if applicable, may also be insufficient to cover Vector's costs and may not be made permanent. Reimbursement rates may vary according to the use of the product and the clinical setting in which it is used, may be based on reimbursement levels already set for lower cost technologies and may be incorporated into existing payments for other services. Net prices for medical technology products may be reduced by mandatory discounts or rebates required by government healthcare programs or private payers.

Third party payers often rely upon Medicare coverage policy and payment limitations in setting their own reimbursement policies. The Company's inability to promptly obtain coverage and profitable payment rates from both government-funded and private payers for any approved products could have a material adverse effect on its operating results, ability to raise capital needed to commercialize products and overall financial condition.

Anti-Bribery and Anti-Corruption Laws and Regulations

Healthcare providers, physicians and third-party payers play a primary role in the recommendation and prescription of any products for which Vector obtains marketing approval. Vector's future arrangements with third party payers and customers may expose Vector to broadly applicable fraud and abuse and other healthcare laws and regulations that may constrain the business or financial arrangements and relationships through which it markets, sells, and distributes its products for which it obtains marketing approval. Restrictions under applicable United States federal and state healthcare laws and regulations that may impact Vector's activities, include the following:

the federal healthcare anti-kickback statute prohibits, among other things, persons from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, order or recommendation of, any good or service, for which payment may be made under federal and state healthcare programs;
civil penalties could be imposed against individuals or entities for knowingly presenting, or causing to be presented, to the federal government, claims for payment that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government;
criminal and civil liability could be imposed for executing a scheme to defraud any healthcare benefit program and also imposes obligations, including mandatory contractual terms, with respect to safeguarding the privacy, security and transmission of individually identifiable health information;
manufacturers of drugs, devices, biologics, and medical supplies are generally required to report information related to physician payments and other transfers of value and physician ownership and investment interests; and
analogous laws and regulations, such as state anti-kickback and false claims laws, may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third party payers, including private insurers, and some laws require pharmaceutical companies to comply with the pharmaceutical industry's voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government in addition to requiring drug manufacturers

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to report information related to payments to physicians and other health care providers or marketing expenditures.

Costs will be substantial to ensure that Vector's business arrangements with third parties will comply with applicable healthcare laws and regulations in each jurisdiction when Vector products will eventually be offered. It is possible that governmental authorities will conclude that Vector's business practices may not comply with current or future statutes, regulations or case law involving applicable fraud and abuse or other healthcare laws and regulations. If Vector's operations are found to be in violation of any of these laws or any other governmental regulations that may apply to it, it may be subject to significant civil, criminal, and administrative penalties, damages, fines, exclusion from government funded healthcare programs, such as Medicare and Medicaid in the United States, and the curtailment or restructuring of Vector's operations. If any of the physicians or other providers or entities with whom Vector's expects to do business are found to be not in compliance with applicable laws, they may be subject to criminal, civil or administrative sanctions, including exclusions from government funded healthcare programs.

Reliance on Third Party Manufacturers

Vector currently does not own or operate any manufacturing facilities and does not have any significant in-house manufacturing experience or personnel. As such, Vector relies on third party contract manufacturers to manufacture product candidates and work with multiple third-party suppliers to produce sufficient quantities of materials required for the manufacture of Vector's products for preclinical testing and clinical trials and intends to do so for the commercial manufacture of Vector's products.

Reliance on third party manufacturers entails risks which Vector would not be subject if Vector manufactured its product candidates, including the following:

reliance on the third party for regulatory compliance and quality control and assurance;
the possibility of breach of the manufacturing agreement by the third party because of factors beyond Vector's control (including a failure to manufacture Vector's products in accordance with the product specifications); and
the possibility of termination or nonrenewal of the agreement by the third party at a time that is costly or damaging to Vector.

The manufacturers may encounter difficulties in scaling up production, including quality control and quality assurance. There may only be a limited number of manufacturers can supply certain components of Vector's products, and failure by the manufacturer to deliver the required quantities of such components on a timely basis and/or at commercially reasonable prices, may have a material adverse effect on Vector. In the event that a manufacturer stops supplying the required part(s), Vector may need to identify an alternative source of such components, which may cause substantial delays to one or all of Vector's clinical programs.

The FDA and other regulatory authorities require that Vector's products be manufactured according to cGMP and similar foreign standards. Any discovery of problems with a product, or a manufacturing or laboratory facility used by Vector's collaborators, may result in restrictions on the product or on the manufacturing or laboratory facility, including product recall, suspension of manufacturing, product seizure or a voluntary withdrawal of the product from the market. Any failure by our third-party manufacturers to comply with cGMP or any failure to deliver sufficient quantities of products in a timely manner, could lead to a delay in, or failure to obtain, regulatory approval of any of Vector's products.

Protection of Vector's Intellectual Property Rights

One of Vector's principal assets is its intellectual property assets. Consequently, the protection of Vector's intellectual property rights is expected to be crucial to the success of its business. Vector has sought to protect Vector's proprietary position by filing patent applications in the United States to its novel technologies and products

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that are important to its business. This process is expensive and time-consuming, and Vector may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. In addition, patents might not be issued or granted with respect to Vector's patent applications that are currently pending and issued or granted patents might later be found to be invalid or unenforceable, be interpreted in a manner that does not adequately protect Vector's current product or any future products or fail to otherwise provide us with any competitive advantage. The patent position of biotechnology and pharmaceutical companies is generally uncertain because it involves complex legal and factual considerations and in recent years has been the subject of much litigation. The standards applied by the U.S. Patent and Trademark Office and foreign patent offices in granting patents are not always applied uniformly or predictably. As a result, the issuance, scope, validity, enforceability and commercial value of Vector's patent rights are highly uncertain. The degree of future protection that Vector will have on its proprietary products and technology, if any, is uncertain and a failure to obtain adequate intellectual property protection with respect to Vector's products and proprietary technology could have a material adverse impact on the success of its business.

Numerous patents and pending patent applications owned by others exist in the field where Vector has commercialized, and expects to further commercialize, its licensed technology and sell its products. These patents and patent applications might have priority over Vector's current and future intellectual property applications and could subject Vector's applications to invalidation and/or prevent one or more of such applications to be granted to provide an enforceable patent right. Vector may be unable to obtain adequate patent protection or any patent protection for technology claimed in its applications, or such patent protection may not be obtained quickly enough to meet its business needs.

Third Party Intellectual Property Infringement

Vector's success and ability to compete also depends in part on its ability to develop, manufacture, market and sell its products and use its proprietary technologies without infringing, misappropriating or otherwise violating the intellectual property or other proprietary rights of third parties. Third-party intellectual property rights, including trademark registrations, pending trademark applications and non-registered common law use, may cover Vector's patents, the way Vector markets its goods and services, and/or Vector's technology. These third-party rights may preclude Vector from making, using or selling its commercial products and services. This risk exists independently of Vector's licensed patent rights. Current and potential competitors may own patents, copyrights, trademarks and trade secrets and may pursue litigation based on allegations of infringement, misappropriation or other violations of intellectual property rights. The Company may receive notices that claim it has infringed, misappropriated, misused or otherwise violated other parties' intellectual property rights. These other parties may have the capability to dedicate substantial resources to enforce their intellectual property rights and to defend claims that may be brought against them.

Although to-date Vector has not received any notices that it has violated intellectual rights of any third party, to the extent Vector gains greater commercial visibility, Vector faces a higher risk of being the subject of intellectual property infringement, misappropriation or other violation claims. Any intellectual property litigation initiated against Vector may involve non-practicing patent assertion entities or companies who use their patents as a means to extract license fees by threatening costly litigation or that have minimal operations or relevant product revenue. Vector's licensed patent rights may provide little or no deterrence or protection against such non-practicing patent assertion entities. Regardless of the merit of any intellectual property or other legal action, any threatened action that reduces confidence in the technology's long-term viability may adversely affect an investment in Vector. As a result, an intellectual property claim could adversely affect the business and affairs of Vector.

As a result of any such allegations of intellectual property infringement, Vector may need to redesign or rebrand its products and services. This may include developing alternative non-infringing technology or branding, which could require significant effort and expense. Vector could be forced to negotiate the rights to the third party's intellectual property to continue to develop and market Vector's products and technology. Vector could be required to seek a license for third-party intellectual property. There is no guarantee that Vector will be able to obtain any required

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license on commercially reasonable terms or at all. Even if Vector was able to obtain a license, it could be non-exclusive, thereby giving its competitors access to the same technologies licensed to Vector. Even if a license were available, Vector could be required to pay significant royalties, which would increase its expenses. If Vector cannot license rights or develop alternative technology for any infringing aspect of its business, it would be forced to limit or stop sales of one or more of its products or services, it could lose existing customers, and it may be unable to compete effectively. In addition, Vector could be found liable for additional monetary damages. Any of these results would materially harm Vector's business, financial condition, and results of operations. Claims that Vector has misappropriated the confidential information or trade secrets of third parties could have a similar negative impact on its business.

Intellectual Property Rights Claims Against Third Parties

Likewise, Vector may initiate claims or litigation against third parties for infringement, misappropriation or other violation of its intellectual property rights or other proprietary rights or to establish the validity of its intellectual property rights or other proprietary rights. Any such litigation, whether or not resolved in Vector's favor, could be time-consuming, result in significant expense to and divert the efforts of technical and management personnel. The court may decide in an infringement proceeding that a specific patent held by Vector is not valid or enforceable or may refuse to stop the other party from using Vector's intellectual technology at issue on the grounds that its patents do not cover the intellectual property being disputed. Attempts to enforce intellectual property rights against third parties could also provoke these third parties to assert their own intellectual property rights or other claims against Vector or result in a holding that invalidates or narrows the scope of Vector's rights, in whole or in part. Additionally, due to the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of Vector's confidential information could be compromised by disclosure during this type of litigation.

Third parties may also legitimately and independently develop products, services and technology similar to, or duplicative of, Vector's products and services. Despite Vector's best efforts, third parties may attempt to disclose, obtain, copy or use Vector's intellectual property rights or other proprietary information or technology without authorization. Efforts to protect intellectual property and other proprietary rights may not prevent such unauthorized disclosure or use, misappropriation, infringement, reverse engineering or other infringement of these rights.

Reliance on Contracts to Protect Intellectual Property

Vector's agreements with customers and other third parties may include indemnification provisions under which it agrees to indemnify them for losses suffered or incurred as a result of third party claims of intellectual property infringement, misappropriation, or other violations of intellectual property rights, damages caused by Vector to property or persons, or other liabilities relating to or arising from its platforms, services, or other contractual obligations. Large indemnity payments could harm the business, financial condition and operations of Vector. Any dispute with a customer with respect to such obligations could have adverse effects on its relationship with that customer, other existing customers and new customers which could harm the business and results of operations.

In addition to protection under intellectual property laws, Vector relies on confidentiality or license agreements that it will generally enter into with corporate partners, employees, consultants, contractors, advisors, vendors and customers. Vector will generally limit access to and distribution of its proprietary information. However, Vector cannot be certain that it will have entered into such agreements with all parties who may have or had access to confidential information or that the agreements entered into will not be breached or challenged or that such breaches will be detected. Furthermore, non-disclosure provisions can be difficult to enforce, and even if successfully enforced, may not be entirely effective. Vector cannot guarantee that any of the measures it will have taken will prevent infringement, misappropriation or other violation of its technology or other intellectual property or proprietary rights. The Company also may be a target for a cyberattack, which poses a risk of unauthorized access to, and misappropriation of, its proprietary and competitively sensitive information.

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Ability to Complete Favourable Acquisitions

As part of Vector's business strategy, it may attempt to acquire businesses that it believes are a strategic fit with its business. Vector may not be able to complete such acquisitions on favourable terms, if at all. Any future acquisitions may result in unforeseen operating difficulties and expenditures and may absorb significant management attention that would otherwise be available for ongoing development of its business. Since Vector may not be able to accurately predict these difficulties and expenditures, these costs may outweigh the value it realizes from a future acquisition and any acquisition Vector completes could be viewed negatively by its customers. Future acquisitions could result in an issuance of securities that would dilute shareholders' ownership interest, the incurrence of debt, contingent liabilities, amortization of expenses related to other intangible assets, and the incurrence of large, immediate write-offs.

Global Macroeconomic Trends can Impact Vector

Various macroeconomic factors could adversely affect Vector's business and the results of Vector's operations and financial condition, including changes in inflation, interest rates and foreign currency exchange rates, and overall economic conditions and uncertainties, including those resulting from political instability and the current and future conditions in the global financial markets. For instance, if inflation, tariffs or other factors were to significantly increase Vector's business costs, it may not be feasible to pass through price increases. Interest rates, the liquidity of the credit markets and the volatility of the capital markets could also affect the value of Vector's investments and Vector's ability to liquidate Vector's investments in order to fund Vector's operations, if necessary. In addition, interest rates and the ability to access credit markets could also adversely affect the ability of customers to purchase and pay for Vector's services. These factors could adversely affect Vector's business and financial condition.

Additional Financing

The advancement and development of Vector's business may require substantial additional financing. As a result, Vector may be required to seek additional sources of equity financing in the near future. Vector's ability to raise additional equity financing may be affected by numerous factors beyond its control including, but not limited to, adverse market conditions, commodity price changes and economic downturns. There can be no assurance that Vector will be successful in obtaining any additional financing required to continue its business operations or that such financing will be sufficient to meet Vector's objectives.

Litigation

Vector may become subject to disputes with customers, commercial parties with whom it maintains relationships or other parties with whom it does business. Any such dispute could result in litigation between Vector and the other parties.

There is an inherent risk of product liability exposure related to the testing of Vector's products in human clinical trials and Vector will face an even greater risk if it commercially sells any products that it may develop. The Company's current products have not been widely used over an extended period of time, and therefore, safety data is limited.

In addition, any intellectual property rights, including Vector's licensed patent rights, may be challenged, narrowed, invalidated, held unenforceable and/or circumvented in litigation or other administrative proceedings, including, where applicable, opposition, re-examination, inter partes review, post-grant review, interference, nullification and derivation proceedings and equivalent proceedings in foreign jurisdictions. Such challenges to Vector's intellectual property rights may result in substantial cost and require significant time from management, even if the eventual outcome is favorable. Vector may be required to spend significant resources to monitor and protect its intellectual property and other proprietary rights. Vector may conclude that in at least some instances the benefits of protecting its intellectual property or other proprietary rights may be outweighed by the expense or distraction to its

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management. Effective protection of Vector's intellectual property rights, including its licensed patent rights, may not be available in every country in which its products or services are available. The laws of some countries may not be as protective of intellectual property rights as those in the United States and Canada, and mechanisms for enforcement of intellectual property rights may be inadequate. Accordingly, any enforceable patent or other intellectual property rights obtained may be lost or no longer provide Vector meaningful competitive advantages. Also, any public announcements of the results of hearings, motions or other interim proceedings or developments could be perceived to be negative by securities analysts or investors, leading to a potential adverse effect on the price of Vector Shares, should the Transaction be completed.

Whether or not any dispute actually proceeds to litigation, Vector may be required to devote significant resources, including management time and attention, to its successful resolution (through litigation, settlement or otherwise), which would detract from management's ability to focus on Vector's business. Any such resolution could involve the payment of damages or expenses by Vector, which may be significant. In addition, any such resolution could involve Vector's agreement to certain settlement terms that restrict the operation of its business.

Insurance and Uninsured Risks

Vector's business is subject to a number of risks and hazards generally, including industrial accidents, labour disputes, catastrophic equipment failures and changes in the regulatory environment. Such occurrences could result in damage to Vector's facilities, personal injury or death to Vector's properties or the properties of others, monetary losses and possible legal liability.

Although Vector will maintain insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance will not cover all the potential risks associated with Vector's operations. Vector may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Losses from these events may cause Vector to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

Attracting and Retaining Talented Personnel

Vector's success will depend in large measure on the abilities, expertise, judgment, discretion, integrity and good faith of management and other personnel in conducting the business of Vector. Vector will rely on its management team and other key personnel in the areas of marketing and sales, and research and development, among others, and the loss of any of these individuals or the inability to attract suitably qualified staff could materially adversely impact the business. Vector's ability to manage its operating, development, and financing activities will depend in large part on the efforts of these individuals. Vector's success will depend on the ability of management and employees to interpret market data successfully and to interpret and respond to economic, market and other business conditions in order to locate and adopt appropriate investment opportunities, monitor such investments and ultimately, if required, successfully divest such investments. Further, key personnel may not continue their association or employment with Vector, which may not be able to find replacement personnel with comparable skills. Vector has sought to and will continue to ensure that management and any key personnel are appropriately compensated; however, their services cannot be guaranteed. If Vector is unable to attract and retain key personnel, business may be adversely affected. Vector faces intense competition for qualified personnel, especially for employees experienced in designing and developing medical technology products, and there can be no assurance that Vector will be able to attract and retain such personnel.

Competition

The industries in which Vector will operate are competitive. Some competitor companies can be expected to offer similar services and products and have longer operating histories and more financial resources and marketing experience than Vector. Increased competition by larger and better financed competitors could materially and

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adversely affect the business, financial condition and results of operations of Vector. Some of these competitors and new entrants may have brands that are or become more widely recognized by consumers than Vector's brand, and they may also have substantially greater financial, marketing, technical or other resources. Vector's competitors may also merge or form strategic partnerships. The Company may face further competition from medical technology companies that focus their efforts on developing and marketing products that are similar in nature to its products, but may offer improvements over Vector's product, in either effectiveness or price. These factors could adversely impact Vector's competitive position. To remain competitive, Vector will require a continued high level of investment in operations, marketing, and sales. Its success will partly depend on its ability to secure superiority in its product and operations and maintain such superiority in the face of new products and competition. Vector may not have sufficient resources to maintain operations, products, marketing, sales and customer support efforts on a competitive basis which could materially and adversely affect the business, financial condition and results of operations of Vector.

If Vector fails to predict customers' needs and demands and achieve further market acceptance in the industry it serves, or if a competitor establishes a similar technological solution that is more widely adopted, it could adversely impact Vector's ability to grow its business and operations could be harmed.

Possible Conflicts of Interest of Directors and Officers of Vector

The directors and officers of Vector may also serve as directors and/or officers of other companies and, consequently, there exists the possibility for such directors and officers to be in a position of conflict. Vector expects that any decision made by any of such directors and officers involving Vector will be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of Vector and its shareholders, but there can be no assurance in this regard.

Dividends

Vector does not intend to declare dividends for the foreseeable future, as Vector anticipates that any future earnings will be re-invested in the development and growth of the business. Therefore, investors will not receive any funds unless they sell their Vector Shares, assuming completion of the Transaction, and shareholders may be unable to sell their shares on favorable terms or at all. Investors cannot be assured of a positive return on investment or that they will not lose the entire amount of their investment in Vector Shares.

Public Company Costs and Regulatory Compliance

Once public, Vector will incur costs as a public company for regulatory compliance and operations, which could have a material adverse impact on Vector's results of operations, financial condition and cash flows. In addition, future changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to Vector's operations, increased compliance costs or give rise to material liabilities, which could have a material adverse effect on the business, results of operations and financial condition of Vector. Vector's efforts to grow its business may be costlier than expected, and Vector may not be able to increase its revenue enough to offset its higher operating expenses. The Company may incur significant losses in the future for a number of reasons, including the other risks described herein, and unforeseen expenses, difficulties, complications and delays, and other unknown events. If Vector is unable to achieve and sustain profitability, the market price of Vector Shares may significantly decrease.

Uncertainty of Revenue Growth

There can be no assurance that Vector can generate substantial revenue growth, or that any revenue growth that is achieved can be sustained. Revenue growth that Vector has achieved or may achieve may not be indicative of future operating results. In addition, Vector may increase further its operating expenses in order to fund higher levels of sales and marketing efforts and increase its administrative resources in anticipation of future growth. To

MD&A

April 14, 2026

Page | 22

Vector Science and Therapeutics Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Year ended August 31, 2025
(Expressed in United States dollars, unless stated otherwise)

the extent that increases in such expenses precede or are not subsequently followed by increased revenues, Vector's business, operating results and financial condition will be materially adversely affected.

Outstanding Securities

As at the date of this MD&A, Vector has the following securities issuable or outstanding:

Security	Number outstanding
Common shares	11,585,538
Options (exercisable – 500,000)	500,000
Warrants	5,585,538
Advisor warrants	386,435

MD&A
April 14, 2026
Page | 23

April 14, 2026

Vector Science and Therapeutics Inc.
Interim Management's Discussion and Analysis
Quarterly Highlights

Three months ended November 30, 2025
(Expressed in United States dollars)

Vector Science and Therapeutics Inc.

INTERIM MANAGEMENT'S DISCUSSION AND ANALYSIS

QUARTERLY HIGHLIGHTS

Three months ended November 30, 2025
(Expressed in United States dollars)

This interim management discussion and analysis- quarterly highlights (“Interim MD&A”) has been prepared based on information available to Vector Science and Therapeutics Inc. (“Vector” or the “Company”) as at April 14, 2026. This Interim MD&A is based on information available to Vector up to the date of this MD&A and should be read in conjunction with the Company’s audited financial statements and the related notes as at and for the year ended August 31, 2025, and for the period from December 12, 2023 (date of incorporation) to August 31, 2024 (the “Audited Financial Statements”) and the unaudited condensed interim financial statements and the related notes as at and for the three months ended November 30, 2025 and 2024 (the “Interim Financial Statements”). Both the Audited Financial Statements and the Interim Financial Statements have been prepared by management in accordance with International Financial Reporting Standards (“IFRS”) and all amounts are expressed in United States dollars unless otherwise noted. Other information contained in this Interim MD&A has also been prepared by management and is consistent with the data contained in the Interim Financial Statements.

MANAGEMENT'S ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING ("ICFR")

Management of the Company (“Management”) is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting. The Company and Management are not required to include representations relating to the evaluation, design, establishment and/or maintenance of disclosure controls and procedures (“DC&P”) and/or internal control over financing reporting (“ICFR”), nor has it completed such an evaluation. Inherent limitations on the ability of the certifying officers to design and implement on a cost-effective bases DC&P and ICFR for the issuer may result in additional risks of quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS

This document contains “forward-looking statements”, which may include, but are not limited to, statements with respect to the future financial or operating performance of Vector or future events related to Vector, which reflect expectations regarding growth, results of operations, performance, business prospects or opportunities or industry performance or trends. These forward-looking statements reflect Vector’s current internal projections, expectations or beliefs and are based on information currently available to Vector. Often, but not always, forward-looking statements can be identified by terminology such as “may”, “will”, “should”, “expect”, “intend”, “plan”, “anticipate”, “believe”, “predict”, “potential”, “continue”, “budget”, “schedule”, “estimate”, “forecast” or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward- looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements expressed or implied by the forward-looking statements to differ materially from those anticipated in such statements. Such factors include, among others: general business, economic, competitive, political and social uncertainties; changes in labour costs and other costs of materials, equipment or processes to operate as anticipated; the ability to attract and retain qualified personnel; market competition; governmental regulation and approvals; and, the factors discussed in the Other risks and uncertainties section of the Company’s Annual MD&A. Although Vector has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date of this MD&A and, unless otherwise required by applicable securities laws, Vector disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

MD&A
April 14, 2026
Page | 1

Vector Science and Therapeutics Inc.
INTERIM MANAGEMENT'S DISCUSSION AND ANALYSIS
QUARTERLY HIGHLIGHTS
Three months ended November 30, 2025
(Expressed in United States dollars)

General

The Company has two product platforms and applications:

Laparoscopic Atomizing Solution System (“LASS”)

Biomechanical Transdermal Device (“BTP”)

Vector BTP is an electrical biomechanical platform that functions as both a standalone therapeutic intervention and a drug delivery platform competing directly with sustained acoustic medicine devices and pulsed electromagnetic field devices in regenerative and sports medicine segments. Built on three core principles, smart, steered, and sustained delivery, the device provides therapeutic benefit through its biomechanical action while simultaneously enabling targeted transdermal drug delivery with attributes which favor tissue permeability.

Any reference to “note” or “notes” in this MD&A refer to the Notes to the Interim Financial Statements.

The Interim Financial Statements were authorized for issuance by the Board of Directors of the Company (the “Board”) on April 14, 2026.

The Company's newly-adopted standards and its accounting policies are detailed in note 4 of the Interim Financial Statements.

Qualifying Transaction (the “Transaction”)

On October 1, 2025, the Company entered into a non-binding letter of intent (“Agreement”) that amended, restated and replaced in its entirety the letter of intent originally executed on November 27, 2024, as amended effective March 24, 2025, with OpenSesame Acquisition Corp. (“Open”), a “Capital Pool Company” trading on the TSX Venture Exchange (“TSXV”) under the symbol OPEN.P. Pursuant to the Agreement, it is proposed that Open will acquire of all of the issued and outstanding shares of Vector by way of a business combination, structured as a three-cornered merger that is intended to be Open’s Qualifying Transaction, as defined in TSXV Policy 2.4 – Capital Pool Companies.

MD&A
April 14, 2026
Page | 2

Vector Science and Therapeutics Inc.
INTERIM MANAGEMENT'S DISCUSSION AND ANALYSIS
QUARTERLY HIGHLIGHTS
Three months ended November 30, 2025
(Expressed in United States dollars)

The main terms of the Agreement are as follows:

Open will acquire all of the issued and outstanding securities (common shares, options, warrants and advisor warrants) of Vector ("Vector Securities") from Vector shareholders in consideration for the issuance of similar securities of Open ("Open Securities") on the basis of 10 Open Securities for each 1 Vector Security (the "Exchange Ratio"), at a deemed price per Open common share of C$0.10 based on the Exchange Ratio and the value per equity security of Vector issued for the Private Placement. Immediately following the completion of the Transaction, Open will affect a name change to "Vector Science and Therapeutics Corp."
On or before the closing of the Transaction, as part of the Transaction, a wholly-owned subsidiary of Open will complete an equity financing at a price per security equal to C$0.10 per equity security for aggregate proceeds of between C$2,000,000 and C$3,000,000 (the "Concurrent Financing").
On closing of the Transaction, the board of directors and senior officers of Open will be comprised of a majority of nominees nominated by Vector and a minority of directors nominated by Open.

Changes to Company Securities

Common shares

In October 2025, the Company issued a further 175,710, 2025 Units (defined below) pursuant to the Financing (note 11.1.2.1), consisting of 175,710 Class A common shares together with 175,710 warrants (the "October Warrants"). The October Warrants are exercisable until June 27, 2028, at a price of C$2.50. The relative fair value of the October Warrants was estimated at $31,979 using the Black-Scholes option pricing model with the following assumptions: estimated life of 3 years, risk-free interest rate of 2.40%, estimated volatility of 100.0%, dividends of $0.00 and an underlying share price of C$0.725. The fair value of the October Warrants has been recorded to derivative liability (note 10) on the statements of financial position.

Warrants

During the three months ended November 30, 2025, the October Warrants were issued.

Options

Financial Position

As at November 30, 2025, the Company had assets totaling $2,232,281 and shareholders' equity of $987,636. This compares with assets of $3,005,050 and shareholders' equity of $1,724,731, as at August 31, 2025.

MD&A
April 14, 2026
Page | 3

Vector Science and Therapeutics Inc.
INTERIM MANAGEMENT'S DISCUSSION AND ANALYSIS
QUARTERLY HIGHLIGHTS
Three months ended November 30, 2025
(Expressed in United States dollars)

During the three months ended November 30, 2025, the Company's net assets decreased by $737,095 from its financial position as at August 31, 2025, the result of a decrease in assets of $772,769 offset by a decrease in liabilities of $35,674.

The changes in the Company's net assets are detailed as follows:

Item	Change	Explanation of change
Cash	$ (829,812)	The change is represented by cash used for operations of $832,839 less cash used for investing activities of $97,395 increased by cash provided from financing activities of $100,422. The Company utilized a portion of the funds held in trust to settle legal fees.
Prepaid expenses and other assets	(37,719)	The decrease is a result of normalized variation in expenditures paid in advance and monthly expenses.
Equipment	81,070	The change represents gross expenditures of equipment of $83,149 offset by depreciation of $2,079.
Patents	13,692	The amount represents legal and application fees of $14,246, incurred in the maintenance of the Company's Patent Claims, less $554 of amortization
Accounts payable and accrued liabilities	(41,901)	Increase in payables and accruals is due to normal operational variation in timing of payments.
Due to/(from) related parties	(750)	Miscellaneous change in related party amounts owing (note 12).
Warrants liability	78,326	See note 10 for details.
	(737,095)

Results of Operations

Three months ended November 30, 2025 and 2024

Vector incurred losses during the quarter. Loss for the three months ended November 30, 2025, was $987,788 (2024 - $nil) or $(0.086) (2024 - $nil) per Class A common share. Period-over-period changes are not detailed as it is Vector's first year of non-dormant operations and all comparative amounts are nil.

Operating expenses of $782,761 (2024 - $nil)

Amortization and depreciation of $2,633 (2024 - $nil)

Administrative costs of $55,243 (2024 - $nil)

General expenses of $13,281 (2024 - $nil)

Salaries and wages of $41,962 (2024 - $nil)

MD&A
April 14, 2026
Page | 4

Vector Science and Therapeutics Inc.

INTERIM MANAGEMENT'S DISCUSSION AND ANALYSIS

QUARTERLY HIGHLIGHTS

Three months ended November 30, 2025
(Expressed in United States dollars)

Consulting costs of $177,189 (2024 - $nil)

Consulting costs consist of those fees charged to the Company by its executive and senior management, under advisory contracts (as opposed to employment contracts) (note 12).

Marketing of $15,753 (2024 - $nil)

Professional fees of $39,754 (2024 - $nil)

Professional fees consist of legal and audit fees.

Research and development ("R&D") of $309,189 (2024 - $nil)

R&D consists of development costs expended on bringing the Company's LASS and BTP products to market. These costs have not been capitalized as the requirements pursuant to IAS 38 – Intangible Assets for such capitalization, have not been met.

Share-based compensation of $183,000 (2024 - $nil)

Other income (expenses) of $(205,027) (2024 - $nil)

Change in fair value of warrants liability of $110,305 (2024 – $nil).

Finance Costs of $(35,668) (2024 - $nil).

Finance costs consist of finance advisory fees.

Foreign exchange charges of $(71,368) (2024 - $nil)

Transaction costs of $(208,296) (2024 - $nil).

Transaction costs consist of legal fees and payments made to the TSXV, regarding the Transaction.

Financings

In October 2025, the Company issued 175,710 additional 2025 Units (note 11.1.2.1), raising gross proceeds of $125,346 (C$175,710).

Options

During the quarter, the Company issued 500,000 options (each a "Board Option") to the newly appointed lead independent director of the Board. The Board Options vested immediately with the appointment and are exercisable at C$1.00 for a period of 5 years after issue. The fair value of $183,000 of the Options was estimated using the Black-Scholes option pricing model with the following assumptions: estimated life of 5 years, risk-free interest rate of 2.80%, cumulative volatility of 100.0%, dividends of $0.00 and an underlying share price of C$0.725.

MD&A
April 14, 2026
Page | 5

Vector Science and Therapeutics Inc.
INTERIM MANAGEMENT'S DISCUSSION AND ANALYSIS
QUARTERLY HIGHLIGHTS
Three months ended November 30, 2025
(Expressed in United States dollars)

Related-party Transactions and Balances

Key management compensation

Key management includes those individuals having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly. Key management includes the directors and named executive officers, being the Chief Executive Officer and the Chief Financial Officer. Others include the Company's Chief Commercial Officer, Chief Medical Officer and Chief Technology Officer. Compensation paid or payable to key management is detailed below:

As at November 30,	2025	2024
	$	$
Transactions with key managers (notes 15 & 17)	200,000	-
Executive compensation to key managers	177,000	-
Share-based compensation	183,000	-
Total	560,000	-

Prepaid expenses include $60,813 (August 31, 2025 - $100,050) of amounts prepaid to related parties.

Accounts payable and accrued liabilities include $22,493 (August 31, 2025 - $38,935) of amounts due to related parties.

Amounts due to related parties of $976 (August 31, 2025-$224), are due on demand, have no fixed term of repayment and bear an interest rate of 0% per annum.

Litigation

The Company is, from time to time, involved in various claims and legal proceedings. When the Company cannot reasonably predict the likelihood or outcome of any claim, no provision is made within the consolidated statements of comprehensive loss.

Outstanding Securities

As at the date of this Interim MD&A, Vector has the following securities issuable or outstanding:

Security	Number outstanding
Common shares	11,585,538
Options (exercisable – 500,000)	500,000
Warrants	5,585,538
Advisor warrants	386,435

MD&A
April 14, 2026
Page | 6

SCHEDULE “E”

Pro Forma Financial Statements of the Resulting Issuer

(See attached)

E-1

VECTOR SCIENCE AND THERAPEUTICS CORP.
(formerly, OpenSesame Acquisition Corp.)

PRO FORMA
CONSOLIDATED FINANCIAL STATEMENTS
(constructed periods – see notes to these Pro forma Consolidated Financial Statements)
(Presented in United States dollars, unless noted otherwise)

As at December 31, 2025
(UNAUDITED)

VECTOR SCIENCE AND THERAPEUTICS CORP.
(formerly, Opensesame Acquisition Corp.)
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
DECEMBER 31, 2025
United States dollars, unless noted otherwise

| | A
(audited) | B
(translated) | C
(reviewed) | D
(unaudited) | | B+C+D
(unaudited) |
| --- | --- | --- | --- | --- | --- | --- |
| | OpenSesame
Acquisition
Corp.
(CDN) | OpenSesame
Acquisition Corp.
(USD) | Vector Science
and
Therapeutic
Inc.
(USD) | Pro forma
adjustments
(USD) | No
t
e
s | Consolidated
(USD) |
| | 31-Dec-25 | 31-Dec-25 | 30-Nov-25 | 31-Dec-25 | | 31-Dec-25 |
| | $ | $ | $ | $ | | $ |
| Assets | | | | | | |
| Current Assets | | | | | | |
| Cash and cash equivalents | 66,812 | 48,747 | 2,051,713 | (300,000) | 2(b) | - |
| | - | - | - | 1,459,215 | 3(d)(i) | |
| | - | - | - | (116,737) | 3(d)(iii) | 3,142,938 |
| GST recoverable | 5,658 | 4,128 | - | - | | 4,128 |
| Prepaid expenses | 24,031 | 17,533 | 62,331 | - | | 79,864 |
| Total current assets | 96,501 | 70,408 | 2,114,044 | 1,042,478 | | 3,226,930 |
| Non-current assets | | | | | | |
| Equipment | - | - | 81,070 | - | | 81,070 |
| Intangible asset (patents) | - | - | 37,167 | - | | 37,165 |
| Total assets | 96,501 | 70,408 | 2,232,281 | 1,042,478 | | 3,345,167 |
| Liabilities | | | | | | |
| Current liabilities | | | | | | |
| Accounts payable and accrued liabilities | 39,699 | 28,965 | 294,128 | - | | 323,093 |
| Due to related parties | - | - | 976 | - | | 976 |
| Total current liabilities | 39,699 | 28,965 | 295,104 | - | | 324,069 |
| Non-current liabilities | | | | | | |
| Warrants liability | - | - | 949,541 | (1,119,353) | 3(a)(i) | - |
| | - | - | - | 169,812 | 3(a)(ii) | - |
| Total liabilities | 39,699 | 28,965 | 1,244,645 | (949,541) | | 324,069 |
| Shareholders' equity | | | | | | |
| Common shares | 293,507 | 231,306 | 2,575,662 | 401,284 | 2(a)(i) | - |
| | - | - | - | (231,306) | 2(c) | - |
| | - | - | - | 1,459,215 | 3(d)(i) | - |
| | - | - | - | 641,982 | 3(c) | - |
| | - | - | - | (396,000) | 3(d)(ii) | - |
| | - | - | - | (34,173) | 3(d)(iii)(A) | - |
| | - | - | - | (84,519) | 3(d)(iv)(A) | 4,563,451 |
| Contributed surplus | 54,055 | 40,730 | 183,000 | 14,577 | 2(a)(ii) | - |
| | - | - | - | (40,730) | 2(c) | - |
| | - | - | - | 37,662 | 3(b) | 235,239 |
| Warrant reserves | - | - | 114,771 | 6,280 | 2(a)(iii) | - |
| | - | - | - | 1,119,353 | 3(a)(i) | - |
| | - | - | - | 396,000 | 3(d)(ii) | - |
| | - | - | - | 47,200 | 3(d)(iii) | - |
| | - | - | - | (32,218) | 3(d)(iv)(B) | 1,651,386 |
| Shareholders' equity | (290,760) | (214,664) | (1,885,797) | (380,698) | 2(a)(iv) | - |
| | - | - | - | (41,433) | 2(c) | - |
| | - | - | - | (300,000) | 2(b) | - |
| | - | - | - | 256,107 | 2(c) | - |
| | - | - | - | (37,662) | 3(b) | - |
| | - | - | - | (641,982) | 3(c) | - |
| | - | - | - | (169,812) | 3(c)(ii) | - |
| | - | - | - | (13,027) | 3(d)(iii)(A) | (3,428,978) |
| Currency translation reserve | - | (15,929) | - | 15,929 | 2(c) | - |
| Total shareholders' equity | 56,802 | 41,443 | 987,636 | 1,992,019 | | 3,021,098 |
| Total liabilities and shareholders' equity | 96,501 | 70,408 | 2,232,281 | 1,042,478 | | 3,345,167 |

VECTOR SCIENCE AND THERAPEUTICS CORP.

(formerly, Opensesame Acquisition Corp.)

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF COMPREHENSIVE NET LOSS

YEAR ENDED DECEMBER 31, 2025

United States dollars, unless noted otherwise

| | A
(audited) | B
(translated) | C
(audited) | D
(reviewed) | E
(reviewed) | F = C + D - E
(constructed) | G
(unaudited) | H = B + F + G
(unaudited) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | OpenSesame
Acquisition
Corp.
(CDN) | OpenSesame
Acquisition
Corp.
(USD) | Vector
Science and
Therapeutics
Inc.
(USD) | Vector
Science and
Therapeutics
Inc.
(USD) | Vector
Science and
Therapeutics
Inc.
(USD) | Vector
Science and
Therapeutics
Inc.
(USD) | Pro forma
adjustments
(USD) | Consolidated
(USD) |
| | Year ended
31-Dec-25 | Year ended
31-Dec-25 | Year ended
31-Aug-25 | 3 mts ended
30-Nov-25 | 3 mts ended
30-Nov-24^{1} | Year ended
30-Nov-25 | Year ended
31-Dec-25 | Year ended
31-Dec-25 |
| | $ | $ | $ | $ | $ | $ | $ | $ |
| Expenses | | | | | | | | |
| Accounting fees | 12,976 | 9,286 | - | - | - | - | - | 9,286 |
| Amortization and depreciation | - | - | - | 2,633 | - | 2,633 | - | 2,633 |
| Consulting fees | - | - | 164,814 | 177,189 | - | 342,003 | - | 342,003 |
| Marketing | - | - | 11,644 | 15,753 | - | 27,397 | - | 2,7397 |
| Office costs | 1,733 | 1,239 | 7,851 | 55,243 | - | 63,094 | - | 64,333 |
| Professional fees | 91,864 | 65,737 | 122,7737 | 39,754 | - | 162,491 | - | 228,228 |
| Research and development | - | - | 150,046 | 309,189 | - | 459,235 | - | 459,235 |
| Share-based compensation | - | - | - | 183,000 | - | 183,000 | 37,662 | 220,662 |
| Transfer agent fees | 16,852 | 12,060 | - | - | - | - | - | 12,060 |
| Total expenses | 123,425 | 88,322 | 457,092 | 782,761 | - | 1,239,853 | 37,662 | 1,365,837 |
| Other income (expenses) | | | | | | | | |
| Change in fair value of
warrants liability | - | - | 59,508 | 110,305 | - | 169,813 | (169,813) | 3(a)(ii) |
| Finance fees | - | - | (485,677) | (35,668) | - | (521,345) | (641,982) | 3(b) |
| | - | - | - | - | - | - | (13,027) | 3(c)(iii) |
| Foreign exchange | - | - | (14,748) | (71,368) | - | (86,116) | - | (86,116) |
| Interest income | 4,766 | 3,411 | - | - | - | - | - | 3,411 |
| Listing fees | - | - | - | - | - | - | (380,698) | 2(a)(iv) |
| Transaction costs | - | - | - | (208,296) | - | (208,286) | (251,253) | 2(b) |
| Total other
income (expenses) | 4,766 | 3,411 | (440,917) | (205,027) | - | (645,944) | (1,456,772) | (2,099,305) |
| Net loss | (118,659) | (84,911) | (898,009) | (987,788) | - | (1,885,797) | (1,494,434) | (3,456,142) |
| Other comprehensive income | | | | | | | | |
| Currency translation | - | 4,412 | - | - | - | - | (4,412) | 2(c) |
| Comprehensive net loss | (118,659) | (80,499) | (898,009) | (987,788) | - | (1,885,797) | (1,498,846) | (3,456,142) |
| Loss per share | (0.040) | (0.029) | (0.129) | (0.086) | - | (0.077) | (0.012) | (0.023) |
| Weighted average number
of shares outstanding | 2,975,000 | 2,975,000 | 6,951,846 | 11,435,619 | - | 24,387,465 | 121,034,815 | 148,397,280 |

1There is no operating activity for Vector for the period of September 1, 2024, through November 30, 2024.

VECTOR SCIENCE AND THERAPEUTICS CORP.

(formerly, Opensesame Acquisition Corp.)

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

Presented in United States dollars, unless noted otherwise

1. BASIS OF PRESENTATION

The accompanying unaudited pro forma consolidated financial statements (the "Pro forma Consolidated Financial Statements") of Vector Science and Therapeutics Corp. (formerly Open Sesame Acquisition Corp.) (the "Company") have been prepared by management of Vector Science and Therapeutics Inc. ("Vector") and management of Open Sesame Acquisition Corp. ("Open") for inclusion in the Filing Statement of Open in connection with a Qualifying Transaction (the "Transaction") (as such is defined pursuant to TSX Venture Exchange ("TSXV") Policy 2.4, involving the Company and Vector.

The Pro forma Consolidated Financial Statements, have been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting' using accounting policies consistent with International Financial Reporting Standards ("IFRS") appropriate in the circumstances and has been reported in United States dollars.

The Pro forma Consolidated Financial Statements are presented in United States dollars, unless noted otherwise. The functional currency of the Company is the Canadian dollar. The functional currency of Vector is the US dollar. The functional currency of each entity is determined using the currency of the primary economic environment in which that entity operates.

The Pro Forma Consolidated Financial Statements have been compiled from and include:

(a) Unaudited pro forma consolidated statement of financial position as at December 31, 2025 combining:

i. The audited statement of financial position of Open as at December 31, 2025, translated into US dollars; and
ii. The unaudited interim statement of financial position of Vector as at November 30, 2025.

(b) Unaudited pro forma statements of comprehensive net loss for the year ended December 31, 2025, combining:

i. The audited statements of comprehensive loss of Open for the year ended December 31, 2025, translated to US dollars; and
ii. The unaudited statements of comprehensive loss of Vector for the year ended November 30, 2025, constructed as follows:

a) The audited statement of comprehensive net loss of Vector for the year ended August 31, 2025; plus
b) The unaudited statement of comprehensive net loss of Vector for the three months ended November 30, 2025; less
c) The unaudited statement of comprehensive net loss of Vector the three months ended November 30, 2024.

The Pro forma Consolidated Financial Statements should be read in conjunction with the following financial statements:

VECTOR SCIENCE AND THERAPEUTICS CORP.

(formerly, Opensesame Acquisition Corp.)

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

Presented in United States dollars, unless noted otherwise

i. The audited financial statements of Open as at and for the years ended December 31, 2025 and 2024 and notes included therein (the "Open Financial Statements").

ii. The audited financial statements of Vector as at and for the year ended August 31, 2025 and as at and for the period from incorporation (December 12, 2023) to August 31, 2024, and notes included therein.

iii. The unaudited interim condensed financial statements of Vector as at and for the three months ended November 30, 2025 and 2024, and the notes included therein.

Together, (ii) and (iii) are the "Vector Financial Statements".

It is management's opinion that the Pro forma Consolidated Financial Statement have been prepared within acceptable limits of materiality and are in accordance with IFRS using accounting policies consistent with IFRS standards appropriate in the circumstances and that the Pro forma Consolidated Financial Statement include all adjustments necessary for the fair presentation of the transactions described herein and are in accordance with IFRS applied on a basis consistent with the Company's accounting policies. The Pro forma Consolidated Financial Statements are not intended to reflect the financial position or operations as at and for the year ended December 31, 2025, which would have actually resulted had the transactions been affected on the dates indicated. Furthermore, the unaudited consolidated pro forma financial information is not necessarily indicative of the results of operations that may be obtained in the future. Actual amounts recorded upon consummation of the transactions will differ from those recorded in the Pro forma Consolidated Financial Statements and the differences may be material.

2. PRO FORMA TRANSACTIONS

The accompanying Pro forma Financial Statement of the Company give effect to the Transaction pursuant to a three-cornered merger agreement whereby a newly-incorporated subsidiary of Open (specifically formed to complete the Transaction) and Vector will merge, and the surviving corporation will be a wholly-owned subsidiary of Open, which will be renamed Vector Science and Therapeutics Corp. The definitive merger agreement provides that existing shareholders, optionholders and warrant-holders of Vector will receive 10 common shares, options or warrants, respectively (the "Exchange Ratio"), of the Company. Unless otherwise stated, all references to common shares, options or warrants reflect the Exchange Ratio.

The Transaction will constitute a reverse take-over of Open but does not meet the definition of a business, as defined in IFRS 3 – Business Combinations. As a result, the reverse take-over has been accounted for as an asset acquisition in accordance with IFRS 2 – Share-based Payments:

a) Open is treated as the acquiree and Vector is treated as the acquirer. As a result, the go-forward entity (Company) is deemed to be a continuation of Vector and Vector is deemed to have acquired control of the assets and business of Open in the consideration of the issuance of capital, options and warrants, as applicable.

For accounting purposes, Vector is deemed to have issued the following securities:

i) 5,500,000 shares (the "Open Common Shares") with fair value of $0.073 (C$0.10) per share for total of $401,284 (C$550,000).

VECTOR SCIENCE AND THERAPEUTICS CORP.

(formerly, Opensesame Acquisition Corp.)

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

Presented in United States dollars, unless noted otherwise

ii) 350,000 options (the “Open Options”) with a fair value of $0.042 per Open Option for total fair value of $14,577. See note 3(f) for Black-Sholes assumptions used to estimate the fair value of the Open Options.

iii) 300,000 Open Agent Warrants (the “Open Agent Warrants”) with a fair value of $0.021 per Agent Warrant for total fair value of $6,280. See note 3(f) for the Black-Scholes assumptions used to estimate the fair value of the Open Agent Warrants. Altogether, the “Issued Securities”.

iv) The difference between the fair value of the Issued securities of $422,141 and the net assets of Open, $41,443, is $380,698 and such amount has been charged to consolidated pro forma statement of comprehensive net loss as a listing expense.

b) Transaction costs have been estimated at $300,000. Per RTO accounting, transaction costs may only be charged directly to retained earnings to the extent of Open’s cash balance, being $66,812. Estimated transaction costs have been allocated as follows: $48,747 directly to retained earnings and $251,253 to transaction costs.

c) Share capital, contributed surplus and accumulated other comprehensive income of Open are eliminated by a charge to retained earnings.

3. PRO FORMA ASSUMPTIONS AND ADJUSTMENTS

The unaudited pro forma statement of financial position has been prepared using accounting policies and practices consistent with those used in the preparation of the financial statements of Open and Vector.

Certain significant estimates have been made by management in preparation of these pro forma financial statements, in particular, the determination of the fair value of Open’s assets and liabilities acquired and the fair value of the consideration given by Vector. The actual fair values of the assets and liabilities will be determined as of the effective date of the Transaction and may differ materially from the amounts disclosed in the assumed pro forma purchase price allocation because of changes in fair value of the assets and liabilities up to the date of effective date of the Transaction, and as further analysis is completed.

The Pro forma Consolidated Financial Statements as at December 31, 2025, give effect to the following adjustments:

(a) As the functional currency of Open is the Canadian dollar, upon completion of the Transaction, the warrants liability of the Company ceases. Adjustments to eliminate the warrants liability of $949,541 were made, as follows:

(i) Increase to warrant reserves for the original fair value of the Vector warrants:

(A) Issued for the year ended August 31, 2025, for $1,087,375; plus

(B) Issued for the three months ended November 30, 2025, for $31,979.

(ii) Reversal of changes in fair value of warrants liability:

(A) For the year ended August 31, 2025, of $59,508; plus

VECTOR SCIENCE AND THERAPEUTICS CORP.

(formerly, Opensesame Acquisition Corp.)

NOTES TO UNAUDITED PRO FORMA CONSOLDATED FINANCIAL STATEMENTS

December 31, 2025

Presented in United States dollars, unless noted otherwise

(B) For the three months ended November 30, 2025, of $110,305.

(b) On completion of the Transaction and listing on the TSXV, the Company issued 1,000,000 advisor options (the "Advisor Options"), with fair value of $37,662, an exercise price of C$0.10 per Advisor Option and a term of 5 years. See note 3(e) for Black-Sholes assumptions used to estimate the fair value of the Advisor Options.

(c) On completion of the Transaction and listing on the TSXV, the Company issued 8,799,000 common shares at a fair value of $641,982 (C$879,900).

(d) Concurrent with the completion of the Transaction and listing on the TSXV, the Company completed a financing (the "Financing") consisting of

i) 20,000,000 units (each a "Unit"), raising gross proceeds of $1,459,215 (C$2,000,000).

ii) Each Unit consisted of 1 common share plus 1 share purchase warrant (a "Warrant"). Each Warrant is exercisable at $0.18 (C$0.25) for a period of 3 years after issue. See note 3(e) for Black-Sholes assumptions used to estimate the relative fair value of $396,000 of the Warrants, which was deducted from common shares.

iii) In connection with the Financing, 1,600,000 advisor warrants (each, an "Advisor Warrant") were issued. Each Advisor Warrant is exercisable at $0.072 (C$0.100) for a period of 3 years. The fair value of the Advisor Warrants of $47,200 has been deducted from common shares. See note 3(e) for Black-Sholes assumptions used to estimate the fair value of the Advisor Warrants. The fair value of the Advisor Warrants has been allocated to (A) common shares, $34,173 and (B) finance fees, $13,027, being the same basis as the Warrants.

iv) A cash advisor fee of $116,737 (C$160,000) was also paid. The fee was allocated to (A) common shares, $84,518 and (B) warrants, $32,219, being the same basis as the Warrants.

(e) The matrix below discloses the Black-Scholes assumptions used by Vector and the Company in estimating the fair values of the noted transactions:

Transaction (reference)	Assumptions				Black-Scholes value (CDN)	Black-Scholes value (USD)	Number of securities	Total value (USD)
	Remain. Life (Yrs)	Exercise / Share Price (CDN)	Risk-free rate (%)	Volatility (%)
Open Options (2(a)(ii))	6.6	0.100	2.86	100.0	0.057	0.041	350,000	14,577
Open Agent Warrants (2(a)(iii))	1.6	0.100	2.47	100.0	0.029	0.021	300,000	6,280
Vector Advisor Options (3(b))	5.0	0.100	2.74	100.0	0.052	0.038	1,000,000	37,662
Warrants (3(d)(ii))	3.0	0.100	2.47	100.0	0.028	0.020	20,000,000	396,000
Advisor Warrants (3(d)(iii))	3.0	0.100	2.47	100.0	0.041	0.030	1,600,000	47,200

VECTOR SCIENCE AND THERAPEUTICS CORP.
(formerly, Opensesame Acquisition Corp.)
NOTES TO UNAUDITED PRO FORMA CONSOLDATED FINANCIAL STATEMENTS
December 31, 2025
Presented in United States dollars, unless noted otherwise

PRO FORMA SHARE CAPITAL

	Note	Number of common shares	Amount
Existing Vector common shares (after giving effect to the Exchange Ratio)	-	115,855,380	2,575,661
Existing Open common shareholders (as at December 31, 2025)	2(a)(i)	5,500,000	401,284
Vector common shares issued for advisory fees	3(c)	8,799,000	641,982
Issued pursuant to the Financing	3(d)(i)	20,000,000	1,459,215
Fair value of Warrants issued pursuant to the Financing	3(d)(ii)	-	(396,000)
Fair value of Advisor Warrants issued pursuant to the Financing	3(d)(iii)(A)	-	(34,173)
Cash costs of the Financing	3(d)(iv)(A)	-	(84,518)
Pro forma balance at December 31, 2025		150,154,380	4,563,451

PRO FORMA WARRANTS

	Note	Type of Warrant	Number of Warrants	Amount
Existing Vector warrants (after giving effect to the Exchange Ratio)	-	Warrant	55,855,380	1,119,354
Existing Vector Advisor Warrants (after giving effect to the Exchange Ratio)	-	Advisor	3,864,350	114,771
Existing Open Agent Warrants	2(a)(iii)	Agent	300,000	6,280
Issued for Financing	3(d)(ii)	Warrant	20,000,000	396,000
Issued for Financing	3(d)(iii)	Advisor	1,600,000	47,200
Cash costs of Financing	3(d)(iv)(B)	-	-	(32,219)
Pro forma balance at December 31, 2025			81,619,730	1,651,386

PRO FORMA CONTRIBUTED SURPLUS

	Note	Number of Options	Amount
Existing Open options	2(a)(ii)	350,000	14,577
Vector Options	-	5,000,000	183,000
Advisor Options issued by Vector	3(b)	1,000,000	37,662
Pro forma balance at December 31, 2025		6,350,000	238,794

VECTOR SCIENCE AND THERAPEUTICS CORP.

(formerly, Opensesame Acquisition Corp.)

NOTES TO UNAUDITED PRO FORMA CONSOLDATED FINANCIAL STATEMENTS

December 31, 2025

Presented in United States dollars, unless noted otherwise

PRO FORMA EARNINGS PER SHARE (EPS)

Year ended	Year ended 31-Dec-25
Weighted average shares outstanding of Vector	114,098,280
Weighted average shares outstanding of Open	2,975,000
Vector shares issuable on completion of Transaction	8,799,000
Open shares issuable on completion of Transaction	2,525,000
Issued for the Financing	20,000,000
Pro forma basic and diluted weighted average shares outstanding	148,397,280
Pro forma adjusted net loss	$(3,465,142)
Pro forma adjusted basic and diluted loss per share	$(0.023)

F-1

SCHEDULE "F"

Audit Committee Charter

(See attached)

VECTOR SCIENCE AND THERAPEUTICS CORP.
AUDIT COMMITTEE CHARTER

A. Overview and Mandate

The Audit Committee (the “Committee”) is responsible to the Board of Directors (the “Board”) of Vector Science and Therapeutics Corp. (the “Corporation”). The Committee shall review the annual consolidated financial statements of the Corporation and shall report thereon to the Board before such annual consolidated financial statements are approved by the Board, and shall oversee the accounting and financial reporting processes of the Corporation and the audits of the financial statements of the Corporation. The Committee also shall perform the duties as described under “Duties and Responsibilities” below.

The Committee, in its capacity as a committee of the Board, shall be directly responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged (including for the resolution of disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attestation services for the Corporation (the “auditor”), and each auditor must report directly to the Committee.

It is recognized that the Committee will be acting only within the terms of reference set out herein and it is not intended that the Committee shall usurp any of the powers or responsibilities of the Board as set out in the Business Corporation Act (British Columbia) and/or the constating documents of the Corporation.

The Committee may engage independent counsel or other advisors as it determines necessary to carry out its duties.

The Corporation shall provide for appropriate funding, as determined by the Committee in its capacity as a committee of the Board, for payment of:

a. compensation to any auditor;
b. compensation to any independent counsel or adviser employed by the Committee pursuant to this charter; and
c. ordinary administrative expenses of the Committee that are necessary or appropriate in respect of the performance by the Committee of its duties.

B. Membership and Attendance at Meetings

The members of the Committee shall consist of not fewer than three (3) members each of whom shall be a director of the Corporation and be chosen by the Board.
A majority of members of the Committee shall satisfy the independence requirements applicable to members of audit committees under National Instrument 52-110 – Audit Committees of certain of the Canadian Securities Administrators and the requirements of any other applicable legislation or stock exchange rules, subject to any exemptions or relief that may be granted from such requirements (collectively, the “Independence Requirements”).
Each member of the Committee shall have, or shall acquire within a reasonable time following appointment to the Committee, the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.
The Chair of the Committee shall be appointed by the Board and shall be responsible for the overall operation of the Committee and shall satisfy the Independence Requirements.

-F-1-

Members of the Committee shall serve one-year terms and may serve consecutive terms.
The auditor of the Corporation is entitled to receive notice of every meeting of the Committee and be heard thereat.
In its discharge of its responsibilities and duties set out herein, the Committee shall have free and unrestricted access at all times, either directly or through its duly appointed representatives, to the relevant accounting books, records and systems of the Corporation and shall discuss with the officers of the Corporation such books, records, systems and other matters considered appropriate.

C. Duties and Responsibilities

The Committee shall fulfill the following duties arising from its mandate set out above:

Review and assess the adequacy of this charter on an annual basis, or more often if deemed appropriate.
Review and recommend for Board approval the annual consolidated financial statements of the Corporation, notes thereto, related management discussion and analyses (“MD&As”) and press releases.
Review and recommend for Board approval the quarterly financial statements, notes thereto, related MD&As and press releases.
Review and recommend for Board approval all public disclosure documents that contain the annual consolidated financial statements or quarterly financial statements of the Corporation (e.g., prospectuses, registration statements, annual information forms and/or press releases).
Review, and approve, all earnings guidance provided to the investment community, including analysts and rating agencies, as appropriate, (including any “pro forma” or “adjusted” non-GAAP information included therein).
Review, and approve, the planned scope of the examination of the annual and quarterly consolidated financial statements and all related audit activities by the auditor of the Corporation, including expected related audit fees.
Review the accounting principles and practices to be applied and followed by the Corporation during the fiscal year and any significant changes from those applied and followed during the previous year or quarter.
Review the adequacy of the systems of internal accounting and audit policies, practices and controls established by the Corporation, and discuss with the auditor the results of its reviews and reports.
Review all litigation and claims involving or against the Corporation which could materially adversely affect its financial position and which the auditor or any officer of the Corporation may refer to the Committee.
Ensure the auditor’s ultimate accountability to the Board and the Committee as representatives of the shareholders and as such representatives, to evaluate the performance of the auditor and review and report to the Board regarding the nomination, the remuneration and other material terms of the engagement of the auditor, and the performance by the auditor thereunder, and to recommend to the Corporation’s shareholders the reappointment or replacement of the auditor.
Ensure that the auditor submits on a periodic basis to the Committee, a formal written statement delineating all relationships between the auditor and the Corporation, consistent with Canadian auditor independence standards, to review such statement and to actively engage in a dialogue with the auditor with respect to any disclosed or undisclosed relationships or services that may impact on the objectivity and independence of the auditor, and to review the statement and the dialogue with the Board and recommend to the Board appropriate action to ensure the independence of the auditor.
F-2 -

Provide a line of communication between the auditor and the Board, and communicate directly with the auditor and with any internal auditor of the Corporation.
Meet with the auditor periodically without management present to allow for a candid discussion regarding any concerns the auditor may have and to resolve any disagreements between the auditor and management regarding the Corporation’s financial reporting.
Review and pre-approve non-audit services provided by the auditor.
Review any internal audit plan and review all reports arising from any such internal audit activity.
Approve the Corporation’s Disclosure Policy, if any, and review and assess the adequacy of the policy on an annual basis, or more often if deemed appropriate.
Review and approve all “related party” transactions, as defined by the rules of the applicable regulatory authorities.
Review the status of taxation matters of the Corporation and its major subsidiaries.
Establish procedures for:

a. the receipt, retention, and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and

b. the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

Review regular reports from management and others with respect to the Corporation’s compliance with laws and regulations having a material impact on the financial statements of the Corporation.
Review annually the Corporation’s reserves, if any, with respect to environmental, health and safety matters.
Conduct or undertake such other duties as may be required from time to time by any applicable regulatory authorities, including the TSX Venture Exchange or any other stock exchange.
At least annually, undertake a self assessment of the Committee’s performance of its duties.

The foregoing list of duties is not exhaustive, and the Committee may, in addition to the foregoing, perform such other functions as may be necessary or appropriate for the performance of its responsibilities.

D. Meetings

Meetings of the Committee are held as required and at least quarterly.
Committee meetings may be called by the Chair of the Committee or by a majority of the Committee members.
The procedures for calling, holding, conducting and adjourning meetings of the Committee shall be the same as those applicable to meetings of the Board. Notwithstanding such procedures, a meeting of the Committee may also be called by the external auditor.
A quorum for the transaction of business at any meeting of the Committee is a majority of appointed members of the Committee.
F-3 -

The Committee may invite to a meeting any officers or employees of the Corporation, legal counsel, advisors and other persons whose attendance it considers necessary or desirable in order to carry out its responsibilities.
Meetings of the Committee may be held by way of telephone conference call or videoconference.
A written resolution signed by all Committee members entitled to vote on that resolution at a meeting of the Committee is as valid as one passed at a Committee meeting.
The Corporate Secretary of the Corporation will ensure that minutes of the proceedings of all meetings of the Committee are maintained and available to the Board when requested.

E. Reporting

The Committee shall report on its review of the annual audited consolidated financial statements and quarterly unaudited consolidated financial statements of the Corporation to the Board prior to the approval of financial statements by the Board. In addition, the Chair of the Committee shall, when deemed necessary or when requested by the Chair of the Board, report to the Board from time to time on the activities of the Committee.

-F-4-

AI assistant

Opensesame Acquisition Corp. — Proxy Solicitation & Information Statement 2026

48352_rns_2026-04-14_3464759b-7e96-4062-be9c-08fb2126eb30.pdf

TABLE OF CONTENTS

THE PROPOSED TRANSACTION ... 47

INFORMATION CONCERNING THE RESULTING ISSUER ... 53

SOURCE OF INFORMATION

MARKET AND INDUSTRY DATA

CURRENCY INFORMATION

DATE OF INFORMATION

GLOSSARY OF TERMS

SUMMARY OF FILING STATEMENT

The Companies

OSA

Newco

Vector

LASS Platform

Vector Biomechanical Transdermal Platform (BTP)

The Transaction

Representations, Warranties and Covenants

Conditions of the Transaction

Directors and Executive Officers

Success Fees/Commissions

Non-Brokered Concurrent Private Placement

Merger

Interests of Insiders, Promoters or Control Persons

Arm's Length Transaction

Available Funds and Principal Purposes

Selected Pro Forma Consolidated Financial Information

Exchange Listing and Market Price

Conflicts of Interest

Interest of Experts and Others

Risk Factors

CONDITIONAL ACCEPTANCE OF THE EXCHANGE

INFORMATION CONCERNING OSA

Corporate Structure

Name and Incorporation

General Development of the Business

History

Description of the Qualifying Transaction & Financing

Selected Financial Information

Management's Discussion and Analysis

Description of Securities

OSA Shares

Offering

OSA Warrants

OSA Options

OSA Option Plan

Prior Sales

Trading Price and Volume

Non-Arm's Length Transactions

Arm's Length Transactions

Legal Proceedings

Auditor, Transfer Agent and Registrar

Auditor

Transfer Agent and Registrar

Material Contracts

INFORMATION CONCERNING VECTOR

Corporate Structure

Name and Incorporation

Intercorporate Relationships

Directors and Officers of Vector

Description of the Business

What Vector Does

Vector's Product Platforms and Applications

SMART

MECHANISM

CLINICAL BENEFIT

ADVANTAGE

STEERED

MECHANISM

CLINICAL BENEFIT

ADVANTAGE

SUSTAINED

MECHANISM

CLINICAL BENEFIT

ADVANTAGE

LASS Platform

The LASSO Protocol

Testing and Validation of Vector Products

Opensesame Acquisition Corp. Proxy Solicitation & Information Statement 2026