Miza III closes qualifying transaction with SciSparc

Mr. Oz Adler reports NEUROTHERA LABS ANNOUNCES CLOSING OF QUALIFYING TRANSACTION AND ANTICIPATED TRADING DATE Neurothera Labs Inc. (formerly Miza III Ventures Inc.) has closed its arm's-length share sale transaction pursuant to the asset and share purchase agreement dated Oct. 9, 2025, between the company and SciSparc Ltd., a corporation incorporated under the laws of the State of Israel and listed on Nasdaq under the trading symbol SPRC. The transaction Effective Oct. 22, 2025, as a condition to the completion of the transaction, the company changed its name to Neurothera Labs Inc. and its trading symbol to NTLX. Pursuant to the terms of the definitive agreement, SciSparc conveyed and transferred to the company all of the shares of SciSparc Nutraceuticals Inc. held by SciSparc (representing 50.86 per cent of the issued and outstanding shares of SNI) and certain assets of SciSparc, each as more particularly described in the filing statement of the company dated Oct. 9, 2025, in consideration for 63.3 million common shares in the capital of the company, four million common share purchase warrants and 48 million contingent rights of the company. The payment warrants entitle SciSparc to acquire one common share of the company at a price of 25 cents per common share until Oct. 22, 2030. The contingent rights entitle SciSparc to acquire, without any further act, formality or payment of additional considerations: (i) 16 million common shares, upon the completion of a transaction resulting in the company listing its securities on either the New York Stock Exchange or Nasdaq, or other transaction resulting in the issuance of shares listed on a U.S. exchange to shareholders of the company in exchange for their common shares if such uplisting transaction is completed on or before Oct. 22, 2027; (ii) 16 million common shares, upon the company (or a successor entity) raising on or before Oct. 22, 2029, in equity and/or debt financing, an aggregate of $10-million (U.S.) or more as of the date of closing of such financing; and (iii) 16 million common shares, upon the company completing a clinical trial by Oct. 22, 2029. Additionally, the company issued three million common shares to certain parties as a finder's fee for the transaction. Further details regarding the transaction can be found in the filing statement, a copy of which is available under the company's profile on SEDAR+. All securities issued as part of the transaction, being the target shares, the payment warrants, the contingent rights and the finders' shares, are subject to the statutory hold period expiring Feb. 23, 2026. The parties to the transaction have made their final submission to the TSX Venture Exchange pursuant to exchange Policy 2.4 to seek final exchange acceptance of the transaction. It is anticipated that the common shares will resume trading on the exchange under the trading symbol NTLX on or about Oct. 27, 2025. Escrowed shares On completion of the transaction, certain principals (as defined policies of the exchange) of the company holding an aggregate of 64,052,000 common shares, four million payment warrants and 48 million contingent rights are subject to escrow in accordance with Policy 5.4 (Capital Structure, Escrow and Resale Restrictions) of the exchange and pursuant to an escrow agreement dated Oct. 22, 2025, between the company, Endeavor Trust Corp., as escrow agent, and such principals. Pursuant to Policy 5.4, 10 per cent of the escrowed shares will be released at the time of the final bulletin of the exchange, and an additional 15 per cent of the escrowed shares will be released on each six-month anniversary thereafter. Certain current and/or former shareholders of the company are subject to an escrow agreement dated June 1, 2021, with the exchange and Endeavor Trust Company, as escrow agent, in respect of three million common shares and 500,000 incentive stock options to acquire common shares. Under the terms of the capital pool company escrow agreement, 25 per cent of the escrowed securities will be released at the time of the final exchange bulletin, with an additional 25 per cent released on each six-month anniversary thereafter. Board of directors and executive management Following the completion of the transaction, the following individuals will comprise the directors and officers of the company: Oz Adler, chief executive officer; Gabriel Kabazo, chief financial officer and corporate secretary; Adi Zuloff-Shani, chief technologies officer; Itschak Shrem, director; Lior Vider, director and audit committee chair; Alon Dayan, director and audit committee member; Ohad David, director and audit committee member. Auditor The company anticipates appointing Brightman Almagor Zohar & Co., a firm in the Deloitte Global Network with its office located at 1 Azrieli Center, Tel Aviv, Israel, 6701101, as the auditor of the company. Year-end Following completion of the transaction, the fiscal year-end of the company shall be Dec. 31. In accordance with applicable laws, the company will publish interim financial statements of SNI for the nine months ended Sept. 30, 2025, within 60 days after the end of the interim period. About Neurothera Labs Inc. Neurothera is a specialty clinical-stage pharmaceutical company led by an experienced team of senior executives and scientists. Neurothera's focus is on creating and enhancing a portfolio of technologies and assets based on cannabinoid pharmaceuticals. With this focus, the company is currently engaged in the following drug development programs based on tetrahydrocannabinol and/or non-psychoactive cannabidiol: SCI-110 for the treatment of Tourette syndrome, Alzheimer's disease and agitation; and SCI- 210 for the treatment of ASD and status epilepticus. We seek Safe Harbor.