Toronto, Ontario--(Newsfile Corp. - February 19, 2026) - Neural Therapeutics Inc. (CSE: NURL) (FSE: HANF) ("Neural" or the "Company") is pleased to announce that it has formally applied to the Canadian Securities Exchange (the "CSE") for approval to acquire the remaining 69.25% interest in CWE European Holdings Inc. ("CWE"), operating as Hanf.com, one of Germany's leading CBD retailers.

Ronnie Jaegermann, Chief Executive Officer of CWE, stated: "Hanf.com has established a strong position in Germany's regulated CBD and hemp market over the past five years. We believe full integration with Neural, if completed, would provide enhanced access to capital markets and additional strategic flexibility to accelerate retail expansion and brand development. We remain focused on disciplined growth and operational execution as we continue to build one of Germany's leading specialty CBD retail platforms."

John Durfy, Chairman of the Board of Directors at Neural, added, "Completing this transaction is the final step in transforming Neural from a pure R&D focused organization into a commercially operating entity with strong fundamentals, rapid revenue growth and profitable operations. We believe the final step of the transaction with CWE will continue to generate shareholder value and we look forward to reporting on our progress as we are driving towards closing."

CSE Application and Series B Transactions

Pursuant to the strategic investment and option agreement dated May 26, 2025 (the "SIO Agreement"), Neural holds the right, but not the obligation, to acquire the remaining 69.25% interest in CWE (the "Series B Option"). If exercised, the Series B Option would result in Neural acquiring 100% of CWE (the "Series B Transactions"). The terms of the Series B Option and Series B Transactions are outlined in more detail in the SIO Agreement (and the amendment thereto) will be available under Neural's profile on www.sedarplus.ca, and are summarized in Neural press releases dated May 28, 2025 and August 13, 2025.

Neural has submitted its application to the CSE seeking approval to complete the Series B Transactions and to list the shares of the issuer resulting from completion of the transaction (the "Resulting Issuer"). If completed, the Series B Transactions would constitute a "Fundamental Change" under CSE policies and are subject to regulatory requirements, including shareholder approval, minority shareholder approval under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), CSE approval, and the filing of a comprehensive listing statement.

There can be no assurance that Neural will proceed with or complete the Series B Transactions, obtain requisite regulatory approvals, or that all conditions to complete the Series B Transactions will be satisfied or waived in a timely manner or at all.

Neural Shareholder Meeting

In connection with the Series B Transactions, Neural is scheduled to hold an annual and special meeting of shareholders (the "Meeting") on May 1, 2026, at 10:00 a.m. (Eastern Time), to consider and, if deemed advisable, approve, among other things:

(a) the Series B Transactions, including minority shareholder approval pursuant to MI 61-101;
(b) the election of directors to serve prior to and following completion of the Series B Transactions;
(c) the appointment of auditors;
(d) a proposed change of corporate name to "Hanf.com Inc.";
(e) a consolidation of the issued and outstanding common shares of Neural on a 4-for-1 basis (the "Consolidation"); and
(f) the adoption or confirmation of equity incentive plans of Neural and the Resulting Issuer.

The record date for the Meeting is March 9, 2026. A management information circular (the "Circular") containing detailed disclosure regarding the Meeting and the Series B Transactions will be mailed to shareholders and filed under the Company's profile on SEDAR+ at www.sedarplus.ca in accordance with applicable securities laws.

Concurrent Financing

In connection with the Series B Transactions, CWE intends to complete a non-brokered private placement (the "Concurrent Financing") for aggregate gross proceeds of up to $600,000.

Under the Concurrent Financing, 1001257530 Ontario Inc. ("CWE Newco B"), an entity holding an interest in CWE, will offer up to 7,500,000 units (the "CC Units") at a price of $0.08 per CC Unit. Each CC Unit will consist of one common share of CWE Newco B and one-half of one common share purchase warrant (each whole warrant, a "CC Warrant"). Each CC Warrant will entitle the holder to acquire one additional common share in the capital of CWE Newco B at an exercise price of $0.14 for a period of 24 months from closing.

All securities issued under the Concurrent Financing will be exchanged for corresponding securities of the Resulting Issuer on a post-Consolidation basis upon completion of Series B Transactions.

The net proceeds of the Concurrent Financing are expected to be used for working capital and to support continued expansion of CWE's retail footprint in Germany.

Completion of the Concurrent Financing is expected to be conditional upon receipt of required regulatory approvals, including CSE approval, and satisfaction of applicable listing requirements.

Amendment to SIO Agreement

Neural and CWE have agreed to amend the SIO Agreement effective February 18, 2026 (the "SIO Amendment") to provide for, among other matters, the Concurrent Financing and an extension of the outside date for completion of the Series B Transactions to May 31, 2026. A copy of the SIO Amendment has been will be filed under Neural's SEDAR+ profile shortly.

About Neural Therapeutics Inc.

Neural Therapeutics is a leader in ethnobotanical drug discovery focused on developing therapeutic drugs for mental health conditions related to substance use disorders, including alcohol and opioid dependence. The Company's innovative drug development strategy involves the use of sub-hallucinogenic doses of mescaline extract, with the objective of enhancing safety and scalability while maintaining therapeutic efficacy.

On May 26, 2025, Neural entered into a Strategic Investment and Option Agreement with CWE European Holdings Inc., a leading CBD and hemp retailer in Germany operating under the Hanf.com brand, pursuant to which Neural may acquire up to 100% of CWE through a multi-stage transaction. The transaction is intended to expand Neural's commercial footprint in Europe while preserving its core focus on drug discovery and mental health innovation.

On August 12, 2025, Neural and CWE completed the first stage of the transaction, pursuant to which Neural acquired a 30.75% ownership interest in CWE. Neural and CWE continue to work collaboratively toward subsequent stages of the transaction and will provide updates as material developments occur.

CAUTIONARY DISCLAIMER STATEMENT

This news release contains "forward-looking information" within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"). Forward-looking statements relate to future events or future performance and include, but are not limited to, statements regarding the anticipated completion of the Series B Transactions, the exercise of the Series B Option, the completion of the Concurrent Financing, the listing of the Resulting Issuer on the CSE, anticipated timing of the shareholder meeting, anticipated regulatory approvals, the expected use of proceeds of the Concurrent Financing, expansion of CWE's retail operations, and the strategic benefits of the transaction.

Forward-looking statements are often identified by words such as "expects", "intends", "may", "will", "should", "anticipates", "plans", "believes" and similar expressions. These statements are based on management's current expectations and assumptions, including assumptions regarding receipt of shareholder and regulatory approvals, satisfaction of closing conditions, completion of audits, capital markets conditions, and the continued operation and growth of CWE's business. Forward-looking statements are subject to a number of risks and uncertainties, including, without limitation: failure to obtain required shareholder or regulatory approvals; the risk that conditions to closing are not satisfied; changes in CSE policies or listing requirements; risks associated with the German regulatory environment; risks associated with cannabis and hemp product regulation; financing risks; market conditions; and general economic factors. Actual results may differ materially from those expressed or implied by forward-looking statements.

Readers are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements contained in this news release are made as of the date hereof and Neural undertakes no obligation to update or revise such statements except as required by applicable law.

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

The securities referenced herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or applicable U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

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