Dr. Scott Sneddon reports

SHARP THERAPEUTICS CORP. ANNOUNCES FOURTH QUARTER 2025 RESULTS, CLOSING OF CONVERTIBLE NOTE offERING AND ADOPTION OF SEMI-ANNUAL REPORTING

Sharp Therapeutics Corp. has released its annual audited consolidated financial statements for the year ended Dec. 31, 2025, and related management discussion and analysis (MD&A) and annual information form. All dollar figures are in United States dollars, unless otherwise stated.

Scott Sneddon, Sharp's chief executive officer, stated: "Our Q4 financial results show our continued investment in research and development programs, mainly our GBA1, Niemann Pick C and Progranulin programs. We spent 80 per cent more than the comparable quarter in 2024 which continues to move the company towards clinical trials. Our investment will continue as we aim for our next milestone of entering phase I clinical trials in 2027."

Closing of convertible note offering

The company is also pleased to announce that it has closed the fifth and final tranche of its previously announced non-brokered private placement for unsecured convertible notes of the company, in the principal amount of $1,000 (U.S.) per note. Pursuant to completing the fifth tranche, the company issued a total of 450 notes for aggregate gross proceeds of approximately $450,000 (U.S.). With the closing of the fifth tranche, the note offering is now complete whereby the company issued a total of 1,550 notes for aggregate gross proceeds of approximately $1.55-million (U.S.) across the five tranches. 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 $2.00 (U.S.) per conversion share, at any time prior to the date that is 12 months following the applicable closing date (the maturity date).

Each note shall bear interest at a rate of 6.0 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 applicable closing date and shall be payable by the company in cash on the maturity date.

STX Partners LLC participated in the fifth tranche and is an insider of the company. STX subscribed for a total of 200 notes, for a total purchase price of $200,000 (U.S.). The participation of the insider in the fifth tranche constitutes 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 were offered 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 were also offered for sale in the United States pursuant to available exemptions from the registration requirements of the United States 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 issued will be subject to a four-month-plus-one-day hold period from the date of issuance, subject to TSX Venture Exchange approval.

No bonus, finder's fee, commission or other compensation was paid in connection with the note offering.

Execution of letter agreement

STX and the company have also executed a letter agreement committing to the purchase of not less than two million common shares at a per share price of $2.50 (U.S.) representing approximately $5-million (U.S.) in gross proceeds to the company, contingent upon: (i) the company successfully raising not less than $10-million (U.S.) from other current or new investors; and (ii) the closing of the transaction occurring not later than Sept. 15, 2026. The company is currently considering the preferred approach to satisfying the contingencies agreed to in the letter agreement, such as the size and terms of a potential share offering, which will be determined in due course and subject to overarching market conditions.

Sharp to adopt semi-annual financial reporting

Sharp intends to rely on Coordinated Blanket Order 51-933 Exemptions to Permit Semi-Annual Reporting for Certain Venture Issuers and move to semi-annual financial reporting (SAR).

The order allows eligible venture issuers on the TSX-V to voluntarily move from a quarterly to a semi-annual financial reporting framework. Sharp's fiscal year ends on Dec. 31. Under the SAR pilot program, Sharp will be exempt from filing interim financial reports and related MD&A's (management's discussion and analysis) for its first and third quarters.

• Interim report: Sharp will not file an interim report for the first quarter (Q1) ending March 31 and the third quarter (Q3) ending Sept. 30.
• Continuing report: Sharp will continue to file audited financial statements (due within 120 days of Dec. 31) and six-month interim financial reports (due within 60 days of June 30).

Sharp confirms it meets the SAR pilot program's eligibility criteria, which includes being a venture issuer with annual revenues of less than $10-million, having a disclosure record of over 12 months, and having filed all required periodic and timely continuous disclosure documents.

The first period for which Sharp will not file an interim financial report and related MD&A will be for the three-month period ended March 31, 2026.

This news release is being filed pursuant to the order.

About Sharp Therapeutics Corp.

First-choice therapies for genetic diseases

Sharp Therapeutics is a preclinical stage company developing first-choice small-molecule therapeutics for genetic diseases. The company's small molecule 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.