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Neurothera Labs Inc. Announces Share Consolidation



Neurothera Labs Inc.

Toronto, Ontario – August 28, 2026TheNewswire - NeuroThera Labs Inc. (TSXV: NTLX) (the "Company" or "NeuroThera"), a clinical-stage biotech company and a subsidiary of SciSparc Ltd. (Nasdaq: SPRC), is pleased to announce that, in accordance with special resolution of shareholders passed on January 8, 2026 (the “Consolidation Resolution”), the Company will be implementing a consolidation (the “Consolidation”) of the outstanding common shares in the capital of the Company (the “Common Shares”) on the basis of one new Common Share (each, a “Post-Consolidation Share”) for every fourteen (14) currently outstanding Common Shares (the "Consolidation Ratio").

The Company believes that the increase to the trading price of the Common Shares from effecting the consolidation could potentially and principally broaden the pool of investors that may consider investing or be able to invest in the Company as well as enable the Company to satisfy certain minimum trading price requirements of U.S. and other stock exchanges for a potential listing of the Common Shares.

The Consolidation Ratio was determined by the Company's board of directors and the officers of the Company in accordance with the parameters authorized by the Consolidation Resolution. The consolidation is subject to final acceptance of the TSX Venture Exchange (the "TSXV"). The Company intends to complete the consolidation at the open of market on or around September 2, 2026 and the Common Shares are expected to commence trading on the TSXV on a postconsolidation basis beginning at the open of markets on or around September 2, 2026, under the existing name and symbol "NTLX”". Following the consolidation, the new CUSIP number for the Common Shares will be 64136J200 and the new ISIN number will be CA64136J2002.

The Company currently has 192,142,499 Common Shares issued and outstanding and upon completion of the consolidation, the Company expects to have approximately 13,724,464 Post-Consolidation Shares issued and outstanding, subject to any issuances prior to the Consolidation and rounding for any fractional shares. No fractional shares will be issued as a result of the Consolidation and the number of Post-Consolidation Shares to be received by each shareholder will be rounded up to the nearest whole Common Share that such holder would otherwise be entitled to receive upon the implementation of the Consolidation.

Holders of Common Shares who hold uncertificated shares (that is shares held in bookentry form and not represented by a physical share certificate), either as registered holders or beneficial owners, will have their existing bookentry account(s) electronically adjusted by the Company's transfer agent or, for beneficial shareholders, by their brokerage firm, banks, trusts or other nominees that hold in street name for their benefit. Such holders do not need to take any additional actions to exchange their Common Shares for Post-Consolidation Shares. If you hold your Common Shares with such brokerage firm, bank, trust or other nominee, and if you have questions in this regard, you are encouraged to contact your nominee.

Registered shareholders holding share certificates will be mailed a letter of transmittal advising of the Consolidation and instructing them to surrender their share certificates representing preConsolidation Common Shares for replacement certificates or a direct registration advice representing their Post-Consolidation Shares. Following the effective date of the Consolidation, and until surrendered for exchange, each share certificate formerly representing preconsolidation Common Shares will be deemed to represent the number of whole Post-Consolidation Shares to which the holder is entitled as a result of the Consolidation.

About Neurothera Labs Inc.

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.

For further information, please contact:

Michal Efraty

IR Manager

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.

Forward-Looking Statements

All statements, other than statements of historical fact, contained in this press release including, but not limited to those relating to the anticipated effects and timing of the proposed consolidation; the expected range of the Consolidation Ratio; the potential impact of the consolidation on investor interest and liquidity; the ability to satisfy minimum price or other listing requirements of U.S and other stock exchanges; the expected number of Post-Consolidation Shares outstanding following completion of the Consolidation; the impacts in perceived trading price following the Consolidation; the final approval from the TSXV; and the ability of the Company to maintain compliance with regulatory requirements following the Consolidation, constitute "forward-looking information" or "forward-looking statements" within the meaning of certain securities laws (collectively, "forward-looking statements"), and are based on expectations, estimates and projections as of the time of this press release. Such forward-looking statements may be identified by the use of words such as "intends", "believes", "expects", or variations (including negative and grammatical variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", or "will" be taken, occur or be achieved.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company as of the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect. Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, actual results to differ materially from those expressed or implied in any forward-looking statements. There can be no assurance that these assumptions will prove to be correct and there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. Forward-looking statements are provided for the purpose of providing information about management's expectations and plans relating to the future. Readers are cautioned not to place undue reliance on these forward-looking statements as a number of important risk factors and future events could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions and intentions expressed in such forward-looking statements. All of the forward-looking statements made in this press release are qualified by these cautionary statements and those made in our other filings with the applicable securities regulators of Canada. The Company disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.