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Scisparc Ltd. - Early Warning Regarding Acquisition Of Common Shares Of Neurothera Labs Inc.



This press release is issued pursuant to National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

Vancouver, British Columbia – October 22, 2025 – TheNewswire - Pursuant to the requirements of applicable securities laws, SciSparc Ltd. (“SciSparc”), a corporation incorporated under the laws of the State of Israel and listed on the NASDAQ under the trading symbol “SPRC” with an office address of 20 Raul Wallenberg Street, Tower A, 2nd Floor, Tel Aviv, 6971916, Israel, reports that on October 22, 2025, SciSparc acquired 63,300,000 common shares in the capital of NeuroThera Labs Inc. (formerly Miza III Ventures Inc.) (the “Company”) (“Shares”), 4,000,000 common share purchase warrants (“Payment Warrants”), and 48,000,000 contingent rights of the Company (“Contingent Rights”) pursuant to the completion of a reverse takeover involving the transfer to the Company all of the shares of SciSparc Nutraceuticals Inc. (“SNI”) held by SciSparc (representing 50.86% of the issued and outstanding shares of SNI) and certain assets of SciSparc (the “Qualifying Transaction”).

The Payment Warrants entitles SciSparc to acquire one common share of the Company at a price of $0.25 per Common Share until October 22, 2030.

The Qualifying Transaction triggered the requirement to file an early warning report.

Immediately prior to the Qualifying Transaction, SciSparc did not hold any Common Shares in the capital of the Company. Immediately following the completion of the Qualifying Transaction, SciSparc acquired 63,300,000 Common Shares, 4,000,000 Payment Warrants and 48,000,000 Contingent Rights, representing approximately 75% on a non-diluted basis and 84.53% of the issued and outstanding Shares on a partially diluted basis. The deemed value of the acquired Common Shares is $0.25 per Common Share. The 48,000,000 Contingent Rights are exercisable into up to an equal number of Shares contingent upon meeting certain predetermined milestones.

The holdings in securities of the Company by SciSparc are for investment purposes. SciSparc does not currently have plans to acquire additional securities or dispose of its holdings in the Company. However, it may acquire or dispose of securities depending on market conditions, changes in plans, or other relevant factors, subject in each case to applicable securities law.

The Company is located at 890 West Pender Street, Suite 600, Vancouver, British Columbia, V6C 1J9. A copy of the related early warning report may be obtained from the SEDAR+ website (www.sedarplus.ca) or from SciSparc at +972-3-6103100, or by email at oz@scisparc.com.