Mr. Michal Efraty reports

NEUROTHERA LABS INC. ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE MAJORITY STAKE IN CLINIQUANTUM LTD.

Neurothera Labs Inc. has entered into a definitive share purchase agreement (SPA) dated March 9, 2026, between the company, CliniQuantum Ltd. (CliniQ) and the selling shareholders (as defined below) to acquire approximately 54.01 per cent of the issued and outstanding ordinary shares of CliniQ, a quantum technology company in the field of quantum simulation and quantum-based monte claro. 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 data sets to design smarter, faster and more adaptive studies.

Transaction overview

Under the SPA, the company will acquire 56,375 CliniQ shares, representing approximately 54.01 per cent of the issued and outstanding ordinary shares of CliniQ, from certain shareholders of CliniQ.

In consideration for the purchased shares, the company will issue an aggregate of 56.6 million common shares in the capital of the company 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.

In addition to the consideration shares, the selling shareholders may be entitled to receive earnout payments of up to $2.5-million (U.S.) in the aggregate, 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 $500,000 (U.S.) 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 $1.5-million (U.S.) in the aggregate, and an amount equal to 7.0 per cent of any financing proceeds raised by the company, up to a maximum of $1-million (U.S.) in the aggregate.

The earnout 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 finders' fees by issuing an aggregate of 2,829,999 common shares in the capital of the company 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 TSX Venture Exchange approval, and satisfaction or waiver of all closing conditions.

The transaction is at arm's length. All consideration shares and finders' 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 TSX-V.

About CliniQuantum Ltd.

CliniQuantum 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.

Neurothera Labs 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.