Mr. Ian Campbell reports

NEURAL THERAPEUTICS ANNOUNCES AMENDMENT TO SIO AGREEMENT, CONCURRENT FINANCING TERMS, SHAREHOLDER MEETING DATE AND RSU GRANT

Neural Therapeutics Inc. has entered into a second amending agreement (the SIO amendment) to its strategic investment and option agreement dated May 26, 2025, as previously amended, with CWE European Holdings Inc., operating as Hanf.com, one of Germany's leading CBD (cannabidiol) retailers. The SIO amendment provides, among other things, for a revised structure of the previously announced concurrent financing, and the company also announces the rescheduling of its shareholder meeting and the grant of restricted share units.

Amendment to concurrent financing

Pursuant to the SIO amendment, the parties have agreed to revise the structure of the previously announced concurrent financing in connection with the Series B transactions.

As previously disclosed, the concurrent financing was structured as an equity private placement of units of 1001257530 Ontario Inc. (CWE Newco B). Under the amended terms, the financing will instead be completed directly by CWE through a non-brokered private placement of unsecured convertible debentures for aggregate gross proceeds of up to $1-million (the concurrent financing), or such other amount as determined by CWE.

The CWE debentures will bear interest at a rate of 9.0 per cent per annum, calculated on a simple, non-compounding basis, payable quarterly in cash, and will mature 24 months from the date of issuance unless earlier converted or repaid. The principal amount of the CWE debentures, together with any accrued and unpaid interest, will be convertible at the option of the holder into shares of the resulting issuer at a conversion price of 12 cents per share (on a postconsolidation basis). In connection with the completion of the Series B transactions, the CWE debentures will be exchanged on a one-for-one basis for equivalent debentures of the resulting issuer on substantially the same economic terms. The resulting issuer will retain the right to prepay the debentures at any time without penalty, and may, subject to certain conditions, force conversion in the event that the resulting issuer shares trade at or above 20 cents per resulting issuer share for a period of 10 days.

The CWE debentures will be subject to applicable statutory hold periods in accordance with Canadian securities laws. The concurrent financing remains subject to receipt of all required regulatory approvals, including approval of the CSE, and satisfaction of applicable listing requirements.

Update to shareholder meeting

The company also announces that its previously scheduled annual and special meeting of shareholders has been rescheduled to May 25, 2026.

A new record date has been set, and a revised notice of meeting has been filed. All matters to be considered at the meeting remain unchanged from those previously disclosed, including approval of the Series B transactions and related matters.

The company expects to file and mail its management information circular in respect of the meeting within the prescribed timelines under applicable securities laws and will make such materials available under its profile on SEDAR+.

Restricted share unit grant

The company further announces that it has granted an aggregate of 1.8 million restricted share units (RSUs) to certain directors and officers of the company pursuant to its equity incentive plan.

All of the granted RSUs vest immediately, expire on Dec. 31, 2029, and may be settled immediately upon vesting. Each RSU entitles the holder to receive one common share in the capital of Neural, subject to the terms and conditions of the plan.

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 subhallucinogenic 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, a leading CBD and hemp retailer in Germany operating under the Hanf.com brand, pursuant to which Neural may acquire up to 100 per cent of CWE through a multistage 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 Aug. 12, 2025, Neural and CWE completed the first stage of the transaction, pursuant to which Neural acquired a 30.75-per-cent 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.

We seek Safe Harbor.