- Follows the previously announced letter of intent around the Ohio Expansion Transaction, on closing of which Vext will have an operating Tier I cultivation facility, an operating manufacturing facility, and four dispensaries in Ohio.
Vancouver, British Columbia–(Newsfile Corp. – October 16, 2023) – Vext Science, Inc. (CSE: VEXT) (OTCQX: VEXTF) (“Vext” or the “Company“), a U.S.-based cannabis operator with vertical operations in Arizona and Ohio, is pleased to announce that it has reached agreement pending a regulatory review period on an asset purchase agreement (the “Asset Purchase Agreement“), together with other definitive agreements (together with the Asset Purchase Agreement, the “Definitive Agreements“), with Big Perm’s Dispensary Ohio, LLC (“Big Perm“) and the members thereof (the “Members“), to acquire two cannabis dispensaries located in Ohio (the “Dispensaries“) owned by Big Perm, as well as all licenses and assets related to the business of the Dispensaries (the “Acquired Assets“), for aggregate consideration of approximately $9.4 million, subject to adjustment in certain circumstances (the “Ohio Expansion Transaction“). The Company currently expects that closing of the Ohio Expansion Transaction will occur in 2024. Unless otherwise noted, all currency references used in this news release are in U.S. currency.
Terms of the Ohio Expansion Transaction
Under the terms of the Definitive Agreements, in consideration for the Acquired Assets, Vext will pay cash consideration equal to $9.4 million, subject to adjustments in certain circumstances, including, but not limited to, amounts funded, or liabilities assumed, by Vext pursuant to the Loan (as defined below) or for construction costs, and inventory adjustments.
Subject to regulatory approval by the Ohio Board of Pharmacy (“BOP“), Vext will fund approximately $3.4 million of construction costs related to the Dispensaries, which are payable upon closing of the Ohio Expansion Transaction. In addition, Vext will provide after regulatory approval certain administrative, operational and support services to Big Perm, in compliance with the State of Ohio rules and regulations with respect to medical marijuana, and has agreed to loan up to $3.0 million (the “Loan“) to Big Perm for capital expenditures and working capital needs associated with the Dispensaries.
The Ohio Expansion Transaction remains subject to regulatory approvals and other customary conditions precedent.
The Company is at arm’s length from Big Perm and each of the Members.
For further details about the terms of the Ohio Expansion Transaction, see the Company’s news release dated October 2, 2023 and the full text of the Asset Purchase Agreement, which will be filed under the Company’s SEDAR+ profile at www.sedarplus.ca.
