VEXT Science, Inc. — Capital/Financing Update 2020

Oct 7, 2020

Vext Science Inc.

Overnight Marketed Public Offering of Units Indicative Term Sheet

October 7, 2020

A preliminary short form prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in all of the provinces of Canada, except Quebec. A copy of the preliminary short form prospectus is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued.

The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or the securities laws of any state of the United States (as such term is defined in Regulation S under the 1933 Act), and may not be offered or sold within the United States or to, or for the account or benefit of, a U.S. person (as defined in Regulation S under the 1933 Act (“U.S. Person”)) except in transactions exempt from registration under the 1933 Act and applicable United States state securities laws. This document does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein within the United States or to, or for the account or benefit of, U.S. Persons.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

	Issuer:VEXT Science, Inc. (the “Company”)Offering:Units (the “Units”) in the capital of the Company.IndicativePrice:An indicative price per Unit of $● (the “Issue Price”). Each Unit shall consist of one commonshare in the capital of the Company (a “Unit Share”) and one common share purchase warrant(each, a “Warrant”) of the Company. Each Warrant shall entitle the holder thereof to acquire onecommon share in the capital of the Company (a “Warrant Share”) at a price per Warrant Shareof $● for a period of 36 months from the Closing Date (as defined below). If, at any time prior tothe expiry date of the Warrants, the volume weighted average trading price of the common sharesof the Company on the Canadian Securities Exchange (or such other stock exchange where thecommon shares are then listed) is greater than $0.80 for a period 10 consecutive trading days,the Company may provide written notice to the holders of the Warrants by way of a news releaseadvising that the Warrants will expire on the 30th day following the date of such notice unlessexercised by the holders prior to such date. Final pricing will be determined in the context of themarket.GrossProceeds:Up to $●.Over-AllotmentOption:The Company has granted the Agents (as defined below) an option (the “Over-AllotmentOption”) exercisable, at the sole discretion of the Agents, in whole or in part, by Beacon (asdefined below), on its own behalf and on behalf of the Agents, giving notice to the Company atany time and from time to time up to 30 days following the Closing Date, to sell up to an additionalnumber of Units (the “Additional Units”) equal to 15% of the Units sold pursuant to the Offeringat a price per Additional Unit equal to the Issue Price to cover over-allotments, if any, and formarket stabilization purposes. The Over-Allotment Option shall be exercisable to acquire Units,Unit Shares and/or Warrants at the discretion of the Agents.Use ofProceeds:The net proceeds from the Offering will be used for working capital and corporate expansionpurposes.	Issuer:VEXT Science, Inc. (the “Company”)Offering:Units (the “Units”) in the capital of the Company.IndicativePrice:An indicative price per Unit of $● (the “Issue Price”). Each Unit shall consist of one commonshare in the capital of the Company (a “Unit Share”) and one common share purchase warrant(each, a “Warrant”) of the Company. Each Warrant shall entitle the holder thereof to acquire onecommon share in the capital of the Company (a “Warrant Share”) at a price per Warrant Shareof $● for a period of 36 months from the Closing Date (as defined below). If, at any time prior tothe expiry date of the Warrants, the volume weighted average trading price of the common sharesof the Company on the Canadian Securities Exchange (or such other stock exchange where thecommon shares are then listed) is greater than $0.80 for a period 10 consecutive trading days,the Company may provide written notice to the holders of the Warrants by way of a news releaseadvising that the Warrants will expire on the 30th day following the date of such notice unlessexercised by the holders prior to such date. Final pricing will be determined in the context of themarket.GrossProceeds:Up to $●.Over-AllotmentOption:The Company has granted the Agents (as defined below) an option (the “Over-AllotmentOption”) exercisable, at the sole discretion of the Agents, in whole or in part, by Beacon (asdefined below), on its own behalf and on behalf of the Agents, giving notice to the Company atany time and from time to time up to 30 days following the Closing Date, to sell up to an additionalnumber of Units (the “Additional Units”) equal to 15% of the Units sold pursuant to the Offeringat a price per Additional Unit equal to the Issue Price to cover over-allotments, if any, and formarket stabilization purposes. The Over-Allotment Option shall be exercisable to acquire Units,Unit Shares and/or Warrants at the discretion of the Agents.Use ofProceeds:The net proceeds from the Offering will be used for working capital and corporate expansionpurposes.
	Price: share in the capital of the Company (a “Unit Share”) and one common share purchase warran(each, a “Warrant”) of the Company. Each Warrant shall entitle the holder thereof to acquire oncommon share in the capital of the Company (a “Warrant Share”) at a price per Warrant Sharof $● for a period of 36 months from the Closing Date (as defined below). If, at any time prior tthe expiry date of the Warrants, the volume weighted average trading price of the common shareof the Company on the Canadian Securities Exchange (or such other stock exchange where thcommon shares are then listed) is greater than $0.80 for a period 10 consecutive trading daysthe Company may provide written notice to the holders of the Warrants by way of a news releasadvising that the Warrants will expire on the 30th day following the date of such notice unlesexercised by the holders prior to such date. Final pricing will be determined in the context of thmarket.GrossProceeds:Up to $●.
Over-AllotmentOption:The Company has granted the Agents (as defined below) anOption”) exercisable, at the sole discretion of the Agents, in whdefined below), on its own behalf and on behalf of the Agents, giany time and from time to time up to 30 days following the Closingnumber of Units (the “Additional Units”) equal to 15% of the Unitat a price per Additional Unit equal to the Issue Price to cover omarket stabilization purposes. The Over-Allotment Option shall bUnit Shares and/or Warrants at the discretion of the Agents.Use ofProceeds:The net proceeds from the Offering will be used for working capurposes.	Over-AllotmentOption:The Company has granted the Agents (as defined below) anOption”) exercisable, at the sole discretion of the Agents, in whdefined below), on its own behalf and on behalf of the Agents, giany time and from time to time up to 30 days following the Closingnumber of Units (the “Additional Units”) equal to 15% of the Unitat a price per Additional Unit equal to the Issue Price to cover omarket stabilization purposes. The Over-Allotment Option shall bUnit Shares and/or Warrants at the discretion of the Agents.Use ofProceeds:The net proceeds from the Offering will be used for working capurposes.	option (the “Over-Allotmenole or in part, by Beacon (aving notice to the Company aDate, to sell up to an additions sold pursuant to the Offerinver-allotments, if any, and foe exercisable to acquire Unitspital and corporate expansio

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Vext Science Inc.

Overnight Marketed Public Offering of Units Indicative Term Sheet

October 7, 2020

Form of Offering:

Overnight marketed public offering by way of a short-form prospectus filed each of the provinces of Canada, except Quebec, and/or by private placement to eligible purchasers resident in other jurisdictions that are mutually agreed to by the Company and Beacon, each acting reasonably, provided that no prospectus filing or comparable obligation arises in such other jurisdictions and the Company does not thereafter become subject to continuous disclosure obligations in such other jurisdictions.

The Units may be offered and sold in the United States or to, or for the account or benefit of, U.S. Persons to a limited number of “qualified institutional buyers” (as defined in Rule 144A under the 1933 Act) or to “accredited investors” (as defined in Rule 501(a) of Regulation D under the 1933 Act (“ Regulation D ”)) and pursuant to the requirements of any applicable securities laws of any state of the United States, in each case by way of private placement pursuant to an available exemption from the registration requirements of the 1933 Act afforded by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the 1933 Act and similar exemptions under applicable state securities laws. Any Units offered and sold in the United States or to, or for the account or benefit of, U.S. Persons shall be issued as “restricted securities” (as defined in Rule 144(a)(3) under the 1933 Act).

Eligibility: The Units will be eligible for investment under certain statutes as well as for RRSPs, RRIFs, RESPs, TFSAs and DPSPs.

Listing: The Company shall use commercially reasonable efforts to obtain the necessary approvals to list the Unit Shares, the Warrant Shares and the common shares underlying the Compensation Options (as defined below) under the Company’s trading symbol “VEXT” on the Canadian Securities Exchange, which listing shall be conditionally approved prior to the Closing Date.

Bookrunner: Beacon Securities Limited (“ Beacon ”) on its own behalf and on behalf of a syndicate of agents to be determined (collectively, the “ Agents ”).

Agents’ 7% cash fee on gross proceeds of the Offering (the “ Cash Fee ”); Compensation: 7% transferrable compensation options (“ Compensation Options ”), exercisable for common shares at the Issue Price for 36 months from the Closing Date.

Closing Date: On or about October 29, 2020, or such other date as may be mutually agreed to by the Company and Beacon, each acting reasonably (the “ Closing Date ”).

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