SciSparc Enters into Definitive Agreement for the Acquisition of a Publicly Traded Company on the TSXV to which it will transfer its Advanced Clinical Stage Pharmaceutical Portfolio

Core Insights - SciSparc Ltd. has entered into a definitive asset and share purchase agreement to acquire a controlling interest in Miza III Ventures Inc. and transfer its advanced clinical stage pharmaceutical portfolio and equity stake in SciSparc Nutraceuticals Inc. valued at approximately US$11.6 million [1][2] Group 1: Proposed Transaction Details - The total enterprise value of Miza is approximately US$3.3 million, considering its cash position of about US$1.0 million [2] - SciSparc will receive 63,300,000 common shares of Miza and up to 48,000,000 contingent rights based on milestones, resulting in a controlling interest ranging from approximately 75% to 84% [3] - Miza is expected to change its name to "NeuroThera Labs Inc." and will operate in both pharmaceutical and supplemental sectors post-transaction [3] Group 2: Financial Commitments - Upon closing, SciSparc intends to commit up to CAD1,000,000 (approximately US$716 thousand) in capital to Miza through an unsecured convertible note with a 7% annual interest rate [5] - The convertible note will be convertible into common shares of Miza at a price of CAD 0.25 per share, subject to a maximum of 4,000,000 shares [5] Group 3: Additional Agreements - At closing, Miza will issue 4,000,000 common share purchase warrants to SciSparc, exercisable at CAD 0.25 for five years [6] - The Proposed Transaction is anticipated to close around October 22, 2025, pending satisfaction of all conditions [7] Group 4: SciSparc's Pharmaceutical Portfolio - SciSparc's pharmaceutical portfolio includes SCI-110 for Tourette syndrome, SCI-110 for Alzheimer's disease, and SCI-210 for autism, with various stages of clinical trials [8][10]