Mr. Michal Efraty reports

NEUROTHERA LABS INC. CLOSES FINAL TRANCHE OF NON-BROKERED PRIVATE PLACEMENT

Neurothera Labs Inc. has closed the final tranche of its non-brokered private placement as previously announced on June 30, 2026, July 2, 2026, and Aug. 12, 2026.

Under the final tranche, the company raised $2.7-million from the sale of 22.5 million units at 12 cents per unit. Each unit is composed of one common share in the capital of the company and one common share purchase warrant. Each unit warrant entitles the holder to purchase one common share at an exercise price of 11.5 U.S. cents per common share, equivalent to 16 cents per common share, until Aug. 17, 2029. The unit warrants are also subject to an acceleration provision whereby, upon the securities of Neurothera being approved for trading on the Nasdaq Stock Market, the company will accelerate the expiry date of 50 per cent of the unexercised unit warrants and provide three business days advance written notice to holders thereof of such accelerated expiry date. The unit warrants are non-transferable.

The company intends to use the net proceeds of the final tranche for general working capital purposes and other corporate and administrative expenses. All securities issued in connection with the final tranche, including the common shares and the unit warrants, and any common shares issuable upon exercise of the unit warrants, are subject to a holding period of four months and one day from Aug. 17, 2026. The offering is subject to the final approval of the TSX Venture Exchange and any other applicable regulatory approvals.

SciSparc Ltd., a control person of the company, participated in the offering by subscribing for 22.5 million units for an aggregate subscription price of $2.7-million. SciSparc's participation in the offering constitutes a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The issuance of securities to SciSparc, a related party of the company, is exempt from the formal valuation requirement of MI 61-101 pursuant to Section 5.5(b) of MI 61-101, as the common shares are not listed on a specified market, and from the minority shareholder approval requirements of MI 61-101 pursuant to Section 5.7(a) of MI 61-101, as the fair market value of the securities issued to SciSparc does not exceed 25 per cent of the company's market capitalization. The company did not file a material change report at least 21 days before the closing of the offering as SciSparc's participation in the offering had not been confirmed at that time.

About Neurothera Labs Inc.

Neurothera is a clinical-stage pharmaceutical company focused on developing novel therapeutics for central nervous system disorders and other underserved health conditions through collaborations and innovative combinations.

We seek Safe Harbor.