VANCOUVER, BC, Nov. 2, 2020 /CNW/ – Vext Science, Inc. (CSE: VEXT) (OTCQX: VEXTF) (“VEXT” or the “Company”), a vertically integrated multi-state cannabis company in the United States, is pleased to announce that it has closed its previously announced public offering of 17,777,165 units of the Company (the “Units”) at a price of $0.36 per Unit for aggregate gross proceeds of approximately $6,400,000 (the “Offering”), including the partial exercise of the Agents’ over-allotment option.
Each Unit is comprised of one common share (each, a “Subordinated Voting Share”) and one share purchase warrant (each, a “Warrant”). Each Warrant entitles the holder to purchase one Subordinated Voting Share at an exercise price of $0.45 until November 2, 2023. The Warrants are expected to commence trading on the Canadian Securities Exchange under the symbol “VEXT.WT” on November 2, 2020.
The Offering was conducted on a commercially reasonable “best efforts” basis by Beacon Securities Limited, as lead agent and sole bookrunner, on its own behalf and on behalf of a syndicate of agents including Canaccord Genuity Corp. (collectively, the “Agents”).
As compensation, the Company paid to the Agents a cash fee of approximately $438,534 and issued to the Agents an aggregate of 1,218,152 share purchase warrants (the “Agents’ Warrants”). Each Agents’ Warrant entitles the holder thereof to purchase one Subordinated Voting Share at an exercise price of $0.36 per Subordinated Voting Share until November 2, 2023.
The Units were offered and sold by way of a short form prospectus filed in each of the provinces of Canada (other than Québec). The proceeds raised from the sale of Units under the Offering are expected to be used by the Company for working capital and corporate expansion purposes, as more particularly set out in the final short form prospectus dated October 27, 2020, available under the Company’s profile at www.sedar.com.
In addition, the Company is pleased to announce the closing of a non-brokered private placement of units, with economic terms identical to the Units, pursuant to which the Company issued 4,064,500 units for gross proceeds of $1,463,220 (the “Concurrent Private Placement”). Further to the Company’s news release dated October 7, 2020, two holders of the 10% secured non-convertible debentures of the Company due December 31, 2021 (the “Debentures”) redeemed 20% of the principal amount of their respective Debentures (an aggregate amount of $1,463,220) and used the proceeds to participate in the Concurrent Private Placement. Accordingly, the proceeds from the Concurrent Private Placement are not new funds available to the Company; rather, the funds retired $1,463,220 of the principal amount of the Debentures. The securities issued pursuant to the Concurrent Private Placement are subject to resale restrictions, including a Canadian four-month hold period. No fees or compensation are payable to the Agents in connection with the Concurrent Private Placement.
All currency amounts in this news release are stated in Canadian dollars.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful. Such securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or “U.S. Persons”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.
About Vext Science
Vext Science, Inc. is a vertically integrated US Cannabis THC and Hemp cannabinoid products company, manufacturing THC cartridges, concentrates, edibles, and accessories under the Vapen™ Brand, and Hemp based products under the Pure Touch Botanicals brand as well as the Vapen CBD brand. Based in Arizona, Vext Science, Inc. has one of the leading THC concentrates, edibles, and distillate cartridge brands sold in most of the state’s 100+ dispensaries. Herbal Wellness Center dispensaries are among Arizona’s leading dispensaries and we execute all aspects of the cultivation, extraction, edibles infusion and manufacturing processes which insures a product of the highest quality and purity. Quality, accessibility and efficacy are among our most essential core values. Vext Science, Inc. continues to grow and expand throughout the U.S. and internationally, by utilizing its knowledge, experience and expertise in extractions, product manufacturing, and marketing, including through various revenue and profit-sharing joint venture partnerships. For more information visit our website at www.VextScience.com.
COVID-19 Risk Factor
VEXT may be impacted by business interruptions resulting from pandemics and public health emergencies, including those related to COVID-19. An outbreak of infectious disease, a pandemic, or a similar public health threat, such as the recent outbreak of COVID-19, or a fear of any of the foregoing, could adversely impact VEXT by causing operating, manufacturing, supply chain, and project development delays and disruptions, labor shortages, travel, and shipping disruption and shutdowns (including as a result of government regulation and prevention measures). It is unknown whether and how VEXT may be affected if such a pandemic persists for an extended period of time, including as a result of the waiver of regulatory requirements or the implementation of emergency regulations to which VEXT is subject. Although certain VEXT facilities have been deemed essential and/or have been permitted to continue operating during the pendency of the COVID-19 pandemic, there is no assurance that all of the Company’s operations will be deemed essential and/or will continue to be permitted to operate. VEXT may incur expenses or delays relating to such events outside of its control, which could have a material adverse impact on its business, operating results, financial condition, and the trading price of the Subordinated Voting Shares.
Forward Looking Statements
This news release contains “forward-looking statements”, including with respect to the use of proceeds. Wherever possible, words such as “may”, “would”, “could”, “should”, “will”, “anticipate”, “believe”, “plan”, “expect”, “intend”, “estimate”, “potential for” and similar expressions have been used to identify these forward-looking statements. These forward-looking statements reflect the current expectations of the Company’s management for the listing date of the Warrants, future growth, results of operations, performance and business prospects and opportunities and involve significant known and unknown risks, uncertainties and assumptions, including, without limitation, those listed in the annual information form of the Company dated September 17, 2020, the short form prospectus and the other filings made by the Company with the Canadian securities’ regulatory authorities (which may be viewed at www.sedar.com). Should one or more of these risks or uncertainties materialize or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements may vary materially from those expressed or implied by the forward-looking statements contained in this news release. These factors should be considered carefully, and prospective investors should not place undue reliance on the forward-looking statements. The Company disclaims any intention or obligation to revise forward-looking statements whether as a result of new information, future developments or otherwise, except as required by law.
The Canadian Securities Exchange has not reviewed, approved, or disapproved the content of this news release.
Chief Executive Officer
SOURCE Vext Science, Inc.
For further information: Jonathan Ross, VEXT Investor Relations, [email protected], 416-244-9851