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NeuroThera Labs to Acquire Quantum Technology Company CliniQ

Vancouver, British Columbia — March 10, 2026 — Leads & Copy — NeuroThera Labs Inc. (TSXV: NTLX) will acquire approximately 54.01% of the issued and outstanding ordinary shares of CliniQuantum Ltd. (“CliniQ”), a quantum technology company, according to a definitive share purchase agreement (the “SPA”) dated March 9, 2026. The acquisition will give NeuroThera Labs Inc. a majority ownership of CliniQ.

The company is buying 56,375 CliniQ Shares, representing approximately 54.01% of the issued and outstanding ordinary shares of CliniQ from certain shareholders of CliniQ (collectively, the “Selling Shareholders”).

NeuroThera Labs Inc., a clinical-stage biotech company and a majority-owned subsidiary of SciSparc Ltd. (Nasdaq: SPRC), will issue an aggregate of 56,600,000 common shares in the capital of the Company to the Selling Shareholders in consideration for the Purchased Shares. The shares represent 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.

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.

The Selling Shareholders may also receive earn-out payments of up to US$2,500,000 in the aggregate, payable in cash and/or common shares of the Company at the sole discretion of the Company. The payments are contingent upon the achievement of 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.

NeuroThera Labs Inc. will pay finder’s fees by issuing an aggregate of 2,829,999 common shares in the capital of the Company to certain arm’s length finders in connection with the Transaction.

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.

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.

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.

Neurothera Labs Inc. (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.

Source: NeuroThera Labs Inc.

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