VANCOUVER, BRITISH COLUMBIA - March 10, 2026 (NEWMEDIAWIRE) - NeuroThera Labs Inc. (TSXV: NTLX) (the "Company" or "NeuroThera"), a clinical-stage biotech company and a majority-owned subsidiary of SciSparc Ltd., is pleased to announce that it has entered into a definitive share purchase agreement (the "SPA") dated March 9, 2026 between the Company, CliniQuantum Ltd. (“CliniQ”) and the Selling Shareholders (as defined below) to acquire approximately 54.01% of the issued and outstanding ordinary shares of CliniQ (the "CliniQ Shares"), a quantum technology company in the field of quantum simulation and quantum based Monte Claro (the "Transaction"). CliniQ is developing a next-generation platform to transform clinical trials with the power of quantum computing. Its aim is to unlock insights hidden in massive, complex datasets to design smarter, faster, and more adaptive studies.

Transaction Overview

Under the SPA, the Company will acquire 56,375 CliniQ Shares (the "Purchased Shares"), representing approximately 54.01% of the issued and outstanding ordinary shares of CliniQ from certain shareholders of CliniQ (collectively, the "Selling Shareholders").

In consideration for the Purchased Shares, the Company will issue an aggregate of 56,600,000 common shares in the capital of the Company (the "Consideration Shares") to the Selling Shareholders, representing an aggregate value of approximately $9,459,954.20 based on the 20-day volume weighted average trading price of the Company's common shares on the TSX Venture Exchange (the "TSXV").

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 Company at the sole discretion of the Company, contingent upon the achievement of the certain milestones, including US$500,000 for each of the first three patent applications filed by CliniQ with the United States Patent and Trademark Office or the European Patent Office, up to a maximum of US$1,500,000 in the aggregate; and an amount equal to 7.0% of any fundraising proceeds raised by the Company, 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 the closing of the Transaction.

In connection with the Transaction, the Company will pay finder's fees by issuing an aggregate of 2,829,999 common shares in the capital of the Company (the "Finder's Shares") to certain arm's length finders.

Closing of the Transaction is expected to occur within 30 days following the submission of the application for the Israeli tax ruling to the Israeli Tax Authority, subject to TSXV approval and satisfaction or waiver of all closing conditions.

The Transaction is at arm's length. All Consideration Shares and Finder's Shares issued in connection with the Transaction will be subject to a statutory hold period of four months plus one day from the date of issuance in accordance with applicable securities legislation, as well as any additional hold periods or escrow requirements imposed by the TSXV.

About Cliniquantum Ltd.

Cliniquantum Ltd. is a technology company incorporated under the laws of Israel, focused on the development, sale, marketing and commercialization of products and technologies in the field of quantum simulation and quantum monte carlo, focusing on the application of this technology to clinical trials.

About Neurothera Labs Inc.

NeurotheraLabsInc.(TSXV:NTLX)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.

For further information, please contact:
MichalEfraty
IRManager
Neurothera Labs Inc.
Telephone:+972-3-7617108
Email:michal@efraty.com

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Notice on Forward-Looking Statements

This press release contains statements that constitute "forward-looking information" ("forward-looking information") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information.

Forward-looking information in this news release includes statements regarding: the closing of the Transaction; the receipt of approvals from the TSXV for the Transaction, the timing of closing; the payment of Earn-Out Payments; the anticipated strategic, operational and competitive benefits of the Transaction; and receiving applicable regulatory, corporate and third-party approvals associated therewith.

These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking information necessarily involves known and unknown risks and uncertainties, which may cause the Company's actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking information.

These risks and uncertainties include, but are not limited to: the successful completion of the Transaction; the ability of the Company to obtain the required regulatory approvals; compliance with applicable laws and regulations; the ability of the Company to raise additional capital to fund future operations; general business, financial market, economic, competitive, political and social uncertainties; and other risks and uncertainties described in the Company's public filings available on SEDAR+ at www.sedarplus.ca.

There can be no assurance that forward-looking statements will prove to be accurate, and actual results and future events could differ materially from those anticipated. Readers are cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.

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