Pond Technologies

Sopica Global Retail Growth Fund, Ltd.'s and Sopica Special Opportunities Fund Limited's Holdings in VEXT Science, Inc.

02 February 2021

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 acquisition (the "Acquisition") of securities of VEXT Science, Inc. (the "Issuer") by Sopica Global Retail Growth Fund, Ltd. ("SGRGF") and Sopica Special Opportunities Fund Limited ("SSOF" and together with SGRGF, the "Funds") and the Joint Actor (as defined below). 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 December 31, 2019, SGRGF acquired 10% secured non-convertible debentures of the Issuer in the aggregate principal amount of US$5,000,000 (the "Debentures") and as an incentive in connection therewith, SGRGF received 891,100 warrants ("Warrants") to purchase subordinated voting shares in the capital of the Issuer ("Subordinated Voting Shares") with an exercise price of C$1.00 per Subordinated Voting Share (the "December 2019 Acquisition").

On November 2, 2020, SGRGF redeemed 20% of the principal amount of Debentures and used the proceeds to purchase 3,695,000 units (the "Units") in the Issuer's non-brokered private placement at a price of C$0.36 per Unit, with each Unit being comprised of one Subordinated Voting Share and one Warrant (the "November 2020 Acquisition").

Between December 19, 2019 and December 4, 2020, SSOF acquired a total of 651,600 Subordinated Voting Shares on the Exchange (the "Open Market Acquisitions") as follows:

Date

Number of Subordinated
Voting Shares

Price (C$)

04/12/2020

18,500

0.65

03/12/2020

23,000

0.64

25/11/2020

90,500

0.48

24/11/2020

34,000

0.46

12/08/2020

2,500

0.49

11/08/2020

500

0.49

10/08/2020

2,500

0.49

07/08/2020

3,500

0.49

06/08/2020

1,000

0.48

05/08/2020

500

0.49

04/08/2020

3,500

0.49

31/07/2020

1,000

0.49

30/07/2020

5,500

0.47

29/07/2020

6,500

0.45

28/07/2020

13,000

0.45

27/07/2020

7,500

0.46

24/07/2020

9,000

0.50

23/07/2020

1,000

0.50

22/07/2020

1,500

0.50

21/07/2020

4,000

0.49

14/07/2020

5,000

0.50

10/07/2020

4,500

0.49

09/07/2020

35,000

0.45

08/07/2020

3,000

0.50

03/07/2020

400

0.48

02/07/2020

1,300

0.48

30/06/2020

300

0.48

29/06/2020

2,000

0.47

26/06/2020

2,500

0.48

24/06/2020

6,500

0.49

23/06/2020

2,000

0.49

22/06/2020

500

0.50

19/06/2020

28,000

0.49

17/06/2020

8,000

0.46

27/05/2020

15,000

0.40

20/04/2020

3,500

0.50

06/04/2020

2,000

0.50

11/02/2020

129,850

0.70

04/02/2020

6,300

0.70

03/02/2020

9,100

0.70

06/01/2020

30,800

0.70

03/01/2020

27,300

0.70

02/01/2020

12,950

0.70

31/12/2019

700

0.70

27/12/2019

21,000

0.70

19/12/2019

65,100

0.70

The December 2019 Acquisition, the November 2020 Acquisition and the Open Market Acquisitions are collectively referred to herein as the "Acquisitions".

Following the Acquisitions, the Acquirors owns 6,255,749 Subordinated Voting Shares and 4,586,100 Warrants (the "Acquired Securities"). The Acquired Securities represent 21.50% of the issued and outstanding Subordinated Voting Shares on a partially-diluted basis (assuming no conversion of the issued and outstanding multiple voting shares (the "Multiple Voting Shares") in the capital of the Issuer).[1] 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 Acquired Securities represent 9.12% of the issued and outstanding Subordinated Voting Shares on a partially-diluted basis.[2]

Immediately prior to the Acquisitions, SGRGF had no ownership of, or exercised control or direction over, any voting or equity securities of the Issuer; and SSOF owned 1,909,149 Subordinated Voting Shares (representing 9.96% of the then issued and outstanding Subordinated Voting Shares on a partially-diluted basis (assuming no conversion of the then issued and outstanding Multiple Voting Shares) and 2.34% (assuming conversion of the then issued and outstanding Multiple Voting Shares)).[3]

The Acquirors holds the Acquired Securities 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.

As of the date hereof, SSOF intends to participate in the bought deal prospectus offering of units (the "Offered Units") of the Issuer announced by the Issuer on January 13, 2021 (the "2021 Offering"), with each Offered Unit being comprised of one Subordinated Voting Share and one half of one Warrant. Under the 2021 Offering, SSOF intends to purchase 580,000 Offered Units, comprised of 580,000 Subordinated Voting Shares and 290,000 Warrants. The 2021 Offering is subject to customary closing conditions, and there is no certainty that such additional acquisitions of the Issuer's securities will be completed.

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: This email address is being protected from spambots. You need JavaScript enabled to view it. 

1 As disclosed in the preliminary short form prospectus of the Issuer dated January 19, 2021 (the "Preliminary 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 Preliminary Prospectus) and the November 2020 Concurrent Private Placement (as defined in the Preliminary Prospectus).

As disclosed in the Preliminary 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.

3 As disclosed in the management's discussion and analysis of the Issuer for the interim period ended September 30, 2019, the Issu  er had 19,174,626 Subordinated Voting Shares and 62,528,700 Multiple Voting Shares (on an as-converted basis) issued and outstanding as at September 30, 2019.

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