SciSparc Announces Closing of the Acquisition of a Publicly Traded Company on the TSXV to which it transferred its Advanced Clinical Stage Pharmaceutical Portfolio

Core Viewpoint - SciSparc Ltd. has successfully closed a transaction to acquire a controlling interest in Neurothera Labs Inc., enhancing its portfolio in the pharmaceutical sector focused on central nervous system disorders [1][2]. Group 1: Transaction Details - The total enterprise value of Neurothera was approximately US$3.3 million, with the Target Assets valued at approximately US$11.6 million [2]. - SciSparc received 63,300,000 common shares of Neurothera, 4,000,000 common share purchase warrants, and up to 48,000,000 contingent rights, resulting in a controlling interest of approximately 75% in Neurothera [3]. - The name change of Neurothera from "Miza III Ventures Inc." to "Neurothera Labs Inc." was effective as of October 22, 2025, with trading expected to resume on the TSXV under the symbol "NTLX" [4]. Group 2: Financial Commitments - Upon closing, SciSparc committed CAD 1,000,000 (approximately US$716 thousand) in capital to Neurothera through an unsecured convertible note, convertible into common shares at a price of CAD 0.25 per share [5]. - The Transaction Securities are subject to an escrow agreement, with 10% released at the final bulletin of the TSXV and an additional 15% released every six months thereafter [6]. Group 3: Company Overview - SciSparc Ltd. is a specialty clinical-stage pharmaceutical company focused on developing cannabinoid-based therapies for various disorders, including Tourette syndrome and Alzheimer's disease [8][9]. - The company, through Neurothera Labs Inc., also has interests in the sale of hemp seed oil-based products on the Amazon.com Marketplace [9].