Opensesame details QT with Vector Science

Mr. Scott Kelly reports OPENSESAME PROVIDES FURTHER DETAILS OF QUALIFYING TRANSACTION WITH VECTOR SCIENCE AND THERAPEUTICS INC. Opensesame Acquisition Corp. has provided an update on its proposed business combination with Vector Science and Therapeutics Inc., which is intended to be the company's qualifying transaction (as such term is defined in Policy 2.4 Capital Pool Companies of the TSX Venture Exchange Corporate Finance Manual. The company and Vector have entered into an amended and restated letter agreement dated as of Oct. 1, 2025, further setting out the terms of the transaction. As previously announced on Dec. 30, 2024, pursuant to the terms of the transaction, the company will acquire all of the issued and outstanding securities of Vector, which will constitute an arm's-length reverse takeover transaction of the company. Business background and history Vector was incorporated in the state of Delaware on Dec. 12, 2023, and is a medical technology company pioneering innovative solutions for drug delivery, pain management and soft tissue healing. Vector's proprietary platforms are intended to enable targeted therapeutic delivery to specific anatomical regions. Vector's work is guided by its "steered, sustained, smart" principles: therapeutics steered non-systemically to targeted regions, sustained therapeutic presence at the optimal site for treatment and intelligent device-patient interaction. Vector product pipeline Laparoscopic analgesic delivery system (product 1) Vector's lead product is an atomizing device designed to deliver analgesics directly to the surgical field during laparoscopic procedures. Vector is on track to submit a united States Food and Drug Administration (FDA) application by year-end 2025, with market approval anticipated in late Q1 or early Q2 2026. The device is intended to be supplied as a kit with preferred analgesics for laparoscopic surgery, addressing a market of approximately 15 million procedures annually in the united States. Drug-free pain management platform (product 2) Vector's second platform utilizes a proprietary combination of multiple electric wavelengths and magnetic fields to manage pain and promote soft tissue repair without pharmaceutical intervention. Target applications include preoperative preparation, postoperative rehabilitation and treatment for patients who are not surgical candidates due to comorbidities. FDA submission is planned for Q3 to Q4 2026. Smart transdermal delivery system (product 3) Vector's third platform represents an advanced approach to transdermal drug delivery, combining non-systemic therapeutic administration with intelligent, patient-specific dosing algorithms. FDA submission is targeted for late 2027. The attached table is a summary of unaudited financial information of Vector as of Aug. 31, 2025. Pursuant to the letter agreement, the company and Vector will enter into a business combination through which the company will acquire all of the issued and outstanding shares of Class A common stock in the capital of Vector from the shareholders of Vector in exchange for the issuance of common shares of the company. To effect the proposed transaction, it is intended that a wholly owned subsidiary of the company will merge with and into Vector with Vector being the surviving entity and becoming a wholly owned subsidiary of the company. As part of the merger the holders of Vector shares will exchange their Vector shares for company shares on the basis of 10 company shares for each one Vector share (the exchange ratio), at a deemed price per company share equal to 10 cents based on the exchange ratio and the value per equity security of Vector issued in connection with the 2025 summer offering (as defined herein). Following the completion of the transaction, it is intended that Vector (after giving effect to the merger) will become a wholly owned subsidiary of the company and the company will continue the business of Vector. As part of the transaction, the company intends to change its name to Vector Science and Therapeutics Corp., or such other name as determined by Vector and acceptable to applicable regulators. Proposed management and board of directors Upon completion of the transaction, it is anticipated that the board of directors and management of the company will be reconstituted to comprise a majority of directors nominated by Vector, as further set out below. As used herein, resulting issuer refers to the company following the completion of the transaction. It is anticipated that upon completion of the transaction, the resulting issuer will be listed on Tier 2 of the TSX-V as a technology and life science issuer. Details of financings In June and July of 2025, Vector completed a non-brokered private placement of 5,409,828 units for a subscription price of $1.00 per unit for aggregate gross proceeds of $5,409,828. Each unit consists of one Vector share and one warrant to acquire a Vector share. Each Vector warrant entitles the holder thereof to acquire a Vector share at a subscription price of $2.50 until June 27, 2028. All aforementioned numbers in this paragraph are prior to giving effect to the exchange ratio. For certainty, after giving effect to the transaction and considering the exchange ratio, each Vector warrant will entitle the holder thereof to acquire one common share in the capital of the resulting issuer at an exercise price of 25 cents per share. In addition to the 2025 summer offering, on or before the completion of the transaction, Open shall complete an equity financing at a price per security equal to 10 cents per equity security, for aggregate proceeds of between $1.5-million and $2.5-million. Company shareholder approval The transaction is not a non-arm's-length qualifying transaction (as defined in the Policy 2.4) and, accordingly, the company is not required to obtain the approval of its shareholders for the transaction. The merger will require approval of the shareholders of Vector. Conditions precedent and TSX-V matters completion of the transaction is subject to a number of conditions, including, but not limited to, completion and execution of a definitive agreement in respect of the transaction, completion by the parties of satisfactory due diligence, satisfaction by the parties of all applicable filing and listing requirements pursuant to Policy 2.4, closing of the concurrent financing, and acceptance and receipt of all applicable regulatory, corporate and shareholder approvals, including the approval of the TSX-V. Completion of the transaction is subject to a number of conditions, including but not limited to TSX-V acceptance. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. We seek Safe Harbor.