SciSparc Subsidiary NeuroThera Labs Completes Acquisition Of ~54% Stake In CliniQuantum

According to the share purchase agreement (the "SPA"), pursuant to which, NeuroThera acquired 56,375 ordinary shares of CliniQuatum (the "Transaction"), representing approximately 54% of the issued and outstanding ordinary shares of CliniQuantum, in consideration for the issuance of 56,600,000 common shares of NeuroThera (the "Consideration Shares") to certain shareholders of CliniQuantum (the "Selling Shareholders"), representing an aggregate value of approximately CAD$9,459,954.20 based on the 20-day volume weighted average trading price of NeuroThera‘s common shares on the TSX Venture Exchange ("TSXV") as of the date of the SPA.  In addition to the Consideration Shares, the Selling Shareholders may be entitled to receive earn-out payments of up to US$2,500,000 in the aggregate (the "Earn-Out Payments"), payable in cash and/or common shares of the NeuroThera at the sole discretion of NeuroThera, contingent upon the achievement of certain milestones, consisting of: (i) US$500,000 for each of the first three patent applications filed in respect of the licensed technology, up to a maximum of US$1,500,000 in the aggregate; and (ii) an amount equal to 7.0% of certain fundraising proceeds raised by NeuroThera, up to a maximum of US$1,000,000 in the aggregate. The Earn-Out Payments, if any, are payable during the three-year period following closing.

CliniQuantum is a private Israeli technology company engaged in the development of a platform that applies quantum simulation and quantum Monte Carlo methods to clinical trial data analysis, with the objective of improving the precision of clinical trial outcomes through the identification of patient subpopulations that respond to investigational therapies.

The material asset of CliniQuantum is a license agreement (the "License Agreement") with Quantum X Labs Ltd. ("Quantum X Labs"), which granted CliniQuantum an exclusive, worldwide, royalty-bearing license under Quantum X Labs' rights to certain licensed patents, and certain licensed know-how, in each case for use in the field of quantum simulation and quantum Monte Carlo in the area of clinical trials. Under the License Agreement, the licensed patent consists of a single United States provisional patent application (No. 63/942676) entitled "Generating Quantum Markov Chain Monte Carlo Sampling Points for Continuous Distribution Functions".

NeuroThera and the Selling Shareholders entered into an amendment to the SPA on April 30,2026 to provide that any common shares of NeuroThera issued in connection with the earn-out payments contemplated by the SPA will be issued at a deemed price of not less than CAD$0.05 per common share, being the minimum permitted price under the policies of the TSX. The amendment was entered into to address a comment received from the TSX in connection with its review of the Transaction. The amendments to the SPA also included establishment of a floor price for future share issuances, and the execution of lock-up arrangements by the Selling Shareholders as a condition of closing.