Mr. Scott Sneddon reports

SHARP THERAPEUTICS ANNOUNCES PRIVATE PLACEMENT OF UP TO US$3.0 MILLION IN UNSECURED CONVERTIBLE NOTES

Sharp Therapeutics Corp. has released the terms of a proposed non-brokered private placement for an aggregate principal amount of up to $3.0-million (U.S.) of unsecured convertible notes of the company in the principal amount of $1,000 (U.S.) per note. The company anticipates that the initial closing of the note offering will occur on or about Feb. 12, 2026 (or such other date as may be determined by the company), with subsequent closings to occur thereafter on such dates as may be determined by the company. The net proceeds of the note offering will be used for general working capital purposes.

Each note shall be convertible at the option of the holder into common shares in the capital of the company at a conversion price of $2 (U.S.) per conversion share, at any time prior to the date that is 12 months following the applicable closing date.

Each note shall bear interest at a rate of 6 per cent per annum, calculated as simple interest accrued monthly in arrears. Interest on the principal amount outstanding under each note shall accrue during the period commencing on the closing date and shall be payable by the company in cash on the maturity date.

Prior to the maturity date of the notes and only upon the completion by the company of an equity financing with aggregate proceeds to the company of at least $7-million (U.S.) (exclusive of any conversion proceeds from the notes), the company shall convert all of the outstanding principal amount of the notes into conversion shares at the conversion price, upon giving the holders of the notes not fewer than 20 calendar days advance written notice. Any interest accrued and outstanding on the notes at the time of such conversion shall be payable by the company in cash.

STX Partners LLC, Newlin Investment Company 1 LLC and other insiders of the company have confirmed their intention to participate in the note offering.

Confirmation of common share offering

The company previously announced a common share offering on Dec. 19, 2025, whereby the company intends to offer common shares in the capital of the company at a price of $2.50 (U.S.) per common share. The company expects the common share offering to close in the first quarter of 2026. The net proceeds of the common share offering will be used for general working capital purposes.

STX, the company's largest shareholder and an insider of the company, has executed a letter agreement to increase the total commitment to purchase not less than 1.6 million common shares at a per-share price of $2.50 (U.S.), representing approximately $4-million (U.S.) in gross proceeds to the company, contingent upon: (i) the company raising not less than $6-million (U.S.) from other current or new investors (which, for greater certainty, shall include aggregate gross proceeds to the company resulting from the note offering); and (ii) the closing of the common share offering occurring not later than March 15, 2026. Other insiders of the company will also be participating in the common share offering.

The participation of the company's insiders in the note offering and the common share offering will constitute a related-party transaction for the purposes of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the insider participation in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the securities issued, nor the fair market value of the consideration for the securities issued will exceed 25 per cent of the company's market capitalization (as calculated in accordance with MI 61-101).

The notes and the common shares will be offered for sale by way of private placement in each of the provinces and territories of Canada pursuant to applicable exemptions from the prospectus requirements under applicable Canadian securities laws. The notes and the common shares may also be offered for sale in the United States pursuant to available exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended, and in those other jurisdictions outside of Canada and the United States provided that no prospectus filing or comparable obligation arises in such other jurisdiction.

All notes and common shares issued will be subject to a four-month-plus-one-day hold period from the date of issuance and subject to TSX Venture Exchange approval.

No finder's fee is payable in connection with the note offering and the common share offering.

About Sharp Therapeutics Corp.

Sharp Therapeutics is a preclinical-stage company developing first-choice small-molecule therapeutics for genetic diseases. The company's discovery platform combines novel high-throughput screening technologies, with compound libraries computational optimized based on the physics and biology of cellular trafficking defects and allosteric activation of proteins. The platform produces small-molecule compounds that restore activity in mutated proteins, giving the potential to treat genetic disorders with conventional pill-based medicines.

We seek Safe Harbor.