Early Warning News Release - Sopica Global Retail Growth Fund, Ltd.'s and Sopica Special Opportunities Fund Limited's Holdings in VEXT Science, Inc.
VANCOUVER, BC, Feb. 19, 2021 /CNW/ - This press release is being issued in connection with the filing of an early warning report (the "Early Warning Report") pursuant to the requirements of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues regarding the updated securityholdings of Sopica Global Retail Growth Fund, Ltd. ("SGRGF") and Sopica Special Opportunities Fund Limited (together with SGRGF, the "Funds") and the Joint Actor (as defined below) of securities of VEXT Science, Inc. (the "Issuer"). The Issuer's head office is located at 2250-1055 West Hastings Street, Vancouver, BC V6E 2E9.
The Funds exist under the laws of the British Virgin Islands and are managed by LLF Financial S.A. ("LLFF" and together with the Funds, the "Acquirors"), an alternative investment fund manager regulated in Luxembourg. LLFF does not itself own any securities of the Issuer, but has authority to exercise control or direction over securities of the Issuer that are held by the Funds and may be considered a joint actor (the "Joint Actor").
On February 8, 2021, the Issuer announced the closing of its "bought deal" prospectus offering of units of the Issuer (the "Units") with each Unit being comprised of one common share (each, a "Subordinated Voting Share") in the capital of the Issuer and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). The Acquirors purchased 580,000 Units, comprised of 580,000 Subordinated Voting Shares and 290,000 Warrants (the "Acquired Units").
As set out in the Acquirors' prior early warning report dated February 2, 2021, the Acquirors owned, immediately prior to purchasing the Acquired Units, 6,255,749 Subordinated Voting Shares and 4,586,100 Warrants, representing: (A) approximately 21.50% of the issued and outstanding Subordinated Voting Shares on a partially-diluted basis (assuming no conversion of the then issued and outstanding multiple voting shares (the "Multiple Voting Shares") in the capital of the Issuer)1 ; or (B) approximately 9.12% of the then issued and outstanding Subordinated Voting Shares on a partially-diluted basis (assuming conversion of the issued and outstanding Multiple Voting Shares on the basis of 100 Subordinated Voting Shares for one Multiple Voting Share)2.
After purchasing the Acquired Units, the Acquirors hold 6,835,749 Subordinated Voting Shares and 4,876,100 Warrants, representing 16.49% of the issued and outstanding Subordinated Voting Shares on a partially-diluted basis (assuming no conversion of the issued and outstanding Multiple Voting Shares).3 Assuming conversion of the issued and outstanding Multiple Voting Shares into Subordinated Voting Shares on the basis of 100 Subordinated Voting Shares for one Multiple Voting Share, the Acquirors holdings represent 8.40% of the issued and outstanding Subordinated Voting Shares on a partially-diluted basis after purchasing the Acquired Units.4
The Acquired Units were purchased for investment purposes and, except as disclosed herein, do not have any current intentions to increase or decrease its beneficial ownership or control or direction over any additional securities of the Issuer. The Acquirors may, from time to time and depending on market and other conditions, acquire additional Subordinated Voting Shares and/or other equity, debt or other securities or instruments of the Issuer in the open market or otherwise, and reserve the right to dispose of any or all of the securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the securities, the whole depending on market conditions, the business and prospects of the Issuer and other relevant factors.
The Early Warning Report will be filed by the Acquirors in accordance with applicable securities laws. To obtain a copy of the Early Warning Report, please contact Irina Egorova, LLF Financial S.A., 23 Rue Aldringen, Luxembourg, Luxembourg L-1118, email: [email protected].
1 As disclosed in the (final) short form prospectus of the Issuer dated February 2, 2021 (the "Prospectus"), the Issuer had 45,847,391 Subordinated Voting Shares issued and outstanding as at September 30, 2020 after giving effect to the November 2020 Public Offering (as defined in the Prospectus) and the November 2020 Concurrent Private Placement (as defined in the Prospectus). |
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2 As disclosed in the Prospectus, the Issuer had 684,471 Multiple Voting Shares (or 68,447,100 Subordinated Voting Shares on an as converted basis) issued and outstanding as at September 30, 2020 after giving effect to the November 2020 Public Offering and the November 2020 Concurrent Private Placement. |
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3 As disclosed in the Prospectus, the Issuer had 66,148,106 Subordinated Voting Shares issued and outstanding as at September 30, 2020 after giving effect to the November 2020 Public Offering and the November 2020 Concurrent Private Placement, as well as the Offering (as defined in the Prospectus) and the 2021 Concurrent Private Placement (as defined in the Prospectus). |
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4 As disclosed in the Prospectus, the Issuer had 684,471 Multiple Voting Shares (or 68,447,100 Subordinated Voting Shares on an as converted basis) issued and outstanding as at September 30, 2020 after giving effect to the November 2020 Public Offering and the November 2020 Concurrent Private Placement, as well as the Offering and the 2021 Concurrent Private Placement. |
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SOURCE VEXT Science, Inc.
To obtain a copy of the Early Warning Report, please contact Irina Egorova, LLF Financial S.A., 23 Rue Aldringen, Luxembourg, Luxembourg L-1118, email: [email protected]
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