SEDAR Interim Financial Statements

Neural Therapeutics Inc. Unaudited Interim Condensed Financial Statements Three Months Ended October 31, 2025 (Expressed in Canadian Dollars, unless otherwise noted) Notice To Reader The accompanying unaudited interim condensed financial statements of Neural Therapeutics Inc. (the "Company") have been prepared by and are the responsibility of management. The unaudited interim condensed financial statements have not been reviewed by the Company's auditors. Neural Therapeutics Inc. Unaudited Interim Condensed Statements of Financial Position (Expressed in Canadian Dollars) Approved on behalf of the Board: “Ian Campbell”, Director “John Durfy”, Director (signed) (signed) The accompanying notes are an integral part of these unaudited condensed interim financial statements Neural Therapeutics Inc. Unaudited Condensed Statements of Loss and Comprehensive Loss For the Three Months Ended October 31, 2025 and 2024 (Expressed in Canadian Dollars) The accompanying notes are an integral part of these unaudited condensed interim financial statements Neural Therapeutics Inc. Unaudited Interim Condensed Statements of Cash Flows For the Three Months Ended October31, 2025 and 2024 (Expressed in Canadian Dollars) The accompanying notes are an integral part of these unaudited condensed interim financial statements The accompanying notes are an integral part of these unaudited condensed interim financial statements Neural Therapeutics Inc. Notes to the Unaudited Condensed Interim Financial Statements For the Three Months ended October 31, 2025 and 2024 (Expressed in Canadian Dollars) 6 1. Nature of operations and going concern Neural Therapeutics Inc. (“Neural” or the “Company") is a private company incorporated in the Province of Ontario on June 2, 2020 under the Ontario Business Corporations Act. Neural is an ethnobotanical drug- discovery/development company focused on developing products and conducting research with psychoactive plants. The Company is domiciled in Canada and its registered and records office is located at 3002-130 Adelaide Street West, Toronto, ON M5H 3P5. The initial focus of the Company will be the San Pedro (Echinopsis pachanoi or Trichocereus pachanoi), a cactus containing mescaline. The Company is working to identify where plant-based traditional-medicine has proven to be effective and capitalize on the development of a path to market in both pharmaceutical (use of mescaline) and nutraceutical (where mescaline is absent). On May 23, 2023, the Company became an unlisted reporting issuer in the Provinces of British Columbia, Alberta and Quebec (and subsequently Ontario, effective as of March 17, 2025), pursuant to a plan of arrangement (the “Plan of Arrangement”) between the Company and Vertical Peak Holdings Inc. ("Vertical Peak”), more particularly described in the management information circular of Vertical Peak available on Neural's profile on www.sedarplus.ca. On March 16, 2025, common shares of the Company have commenced trading on the Canadian Securities Exchange under ticker symbol “NURL” (the “Listing”). As at October 31, 2025, the Company had working deficiency capital of $26,884 (July 31,2025 – working capital $16,694), had accumulated losses of $5,227,319 (July 31, 2025 - $5,162,821), and expects to incur further losses in the development of its business, all of which describe the material uncertainties that cast significant doubt upon the Company’s ability to continue as a going concern. The ability of the Company to co --- ntinue as a going concern is dependent on its ability to obtain further funding, manage cash flows, and restructure borrowings. There is significant uncertainty as to whether the Company will be able to continue as a going concern and therefore, whether it will continue its normal business activities and realize its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial statements. These financial statements do not include adjustments relating to the recoverability and classification of recorded assets or to the amounts and classification of liabilities that might be necessary should the Company not continue as a going concern which could be material. These unaudited condensed interim financial statements do not reflect adjustments to the carrying values of assets and liabilities that would be necessary if the Company were unable to continue as a going concern and achieve profitable commercial operations and/or obtain adequate financing and support from its shareholders and trade creditors. If the going concern assumption was not appropriate for these financial statements, adjustments would be necessary to the carrying values of assets and liabilities, net and comprehensive loss, and statements of financial position classifications used. Such adjustments could be material. 2. Basis of preparation 2.1 Statement of compliance These unaudited interim condensed financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. The unaudited interim condensed financial statements should be read in conjunction with the annual financial statements for the year ended July 31, 2025, which have been prepared in accordance with IFRS as issued by the IASB. These financial statements were approved and authorized for issuance by the Company’s Board of Directors on December 29, 2025. 2.2 Basis of measurement These unaudited condensed interim financial statements have been prepared on the historical cost basis. Historical cost is generally based on the fair value of the consideration given in exchange for assets and services. In addition, these unaudited condensed interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information. Neural Therapeutics Inc. Notes to the Unaudited Condensed Interim Financial Statements For the Three Months ended October 31, 2025 and 2024 (Expressed in Canadian Dollars) 7 3. Accounts payable and accrued liabilities The breakdown of the accounts payable and accrued liabilities is as follows: i) Included in accounts payable are the following: $880 due to FMI Capital Advisory Inc. ("FMICA") a company which Alex Storcheus, a director of the Company, is a director of and a 30% indirect owner, (see note 8); and $21,482 Marrelli Support Services Inc. (“MSSI"), a private company that employs Omar Gonzalez, the Company’s Chief Financial Officer. ii) Included in accrued liabilities are the following fees: $nil is owed to Ian Campbell, CEO of the Company; and $3,558 is owed to Alex Storcheus, a director of the Company for cash advanced to the Company to cover certain operating expenses and filing fees. iii) The Company determined that approximately $55,000 included in accrued liabilities (the "Statute-Barr --- ed Claims") were statute-barred under the Limitations Act (Ontario) ("Limitations Act"). For accounting purposes under IFRS, a debt can only be removed from the Company's financial statements when it is extinguished, meaning only when the contract is discharged, canceled, or expires. The effect of the Limitations Act is to prevent a creditor from enforcing an obligation, but it does not formally extinguish the debt for accounting purposes. The Statute-Barred Claims are required to be reflected on the Company's financial statements as a result of the current interpretation of IFRS, but the Company has no intention to pay this Statute-Barred Claims and the creditors cannot enforce their payment. 4. Share capital The Company is authorized to issue an unlimited number of common shares without par value. As at October 31, 2025, the Company has 168,700,506 (July 31, 2025 – 88,700,546) shares issued and outstanding. (i) On December 13, 2024, Neural settled $42,650 of indebtedness ("December 2024 Debt Settlement”) owed through the issuance of 1,421,668 Neural Shares at a price of $0.03, which included settlement of $42,650 of indebtedness with vendors. (ii) On March 7, 2025, the Company closed the final tranche of the non-brokered private placement ("Concurrent Financing”), raising $518,500 through the issuance of 17,283,329 Neural Shares at a price of $0.03 per Neural Share. In connection with the closing of the final tranche of the Concurrent Financing, Neural paid cash finder's fees of $38,478 and issued 1,282,667 finder's warrants ("Finder Warrants"). Each Finders' Warrant is exercisable into Neural Shares at a price of $0.05 per Neural Share until March 7, 2027. Neural Therapeutics Inc. Notes to the Unaudited Condensed Interim Financial Statements For the Three Months ended October 31, 2025 and 2024 (Expressed in Canadian Dollars) 8 4. Share capital (continued) (iii) On March 7, 2025, concurrently and in connection with Listing, Neural issued 4,223,835 Neural Shares at a price of $0.03 per Neural Share to FMI Capital Advisory Inc. ("FMICA"), representing the stock success fee payable to FMICA under the financial advisory agreement entered into by Neural and FMICA on December 17, 2021 (“FMICA Agreement”) (note 11). (iv) On August 13, 2025, in consideration for the acquisition of CWE Newco A, Neural issued an aggregate of 79,999,960 Neural Shares to former CWE shareholders (being al of the shareholders of CWE Newco A), based on an agreed exchange ratio of 4 Neural Shares for each CWE Share previously held by such CWE shareholders and a deemed price of $0.02 per Neural Share (note 12). 5. Shares to be issued During the three months ended October 31, 2025, the Company has recorded $nil (three months ended October 31, 2024 - $7,500) in shares to be issued for consultant services to be settled in Neural Shares. 6. Reserve for Warrants (i) As part of the March 7, 2025 Concurrent Financing, 1,282,667 Finders’ Warrants were issued (see Note 4 (ii)). The value of the Finders’ Warrants at amount of $15,771 was calculated using the Black-Scholes pricing model and the assumptions at grant date were as followings: expected dividend yield of 0%; expected volatility of 100%; a risk-free interest rate of 2.59% and an expected life of 2 years. (ii) On November 15, 2024 Neural agreed to issue 21,357,946 common share purchase warrants (each a “Settlement Warrant”), as follows: (a) 1,381,426 to Ian Campbell in connection with the execution of the Campbell Cons --- ulting Agreement which replaced his employment agreement dated September 17, 2021; (b) 6,606,750 to John Durfy, in connection with the termination of the consulting agreement with HCA, a company controlled by John Durfy; c) 4,206,667 to FMICA in consideration for the amendment of the FMICA Agreement; d) 4,249,769 to settle an debt owing to Robet Wilson, former CFO of Neural; and e) 4,913,334 pursuant to consulting agreements with unrelated arm’s length parties for the consulting services rendered to Neural. Each Settlement Warrant is exercisable Neural Shares at a price of $0.05 per Neural Share until March 7, 2028, subject to acceleration by Neural giving at least 30 days’ notice if the Neural Shares trade at a volume-weighted average price of $0.15 or higher for a period of at least 10 consecutive trading days. These Settlement Warrants were issued on March 7, 2025. The value of the Settlement Warrants at amount of $337,791 was calculated using the Black-Scholes pricing model and the assumptions at grant date were as following: expected dividend yield of 0%; expected volatility of 100%; a risk-free interest rate of 2.59% and an expected life of 3 years. (iii) Neural Board approved an amendment of expiry date of 4,999,993 common share purchase warrants (“Neural Seed Warrants”) and 575,800 broker warrants (“Neural Seed Broker Warrants”) from February 3, 2025 to February 3, 2026. Neural Seed Warrants and Neural Seed Broker Warrants were issued to subscribers in the first tranche of the Neural Seed Financing, which closed on February 3, 2022. All other terms of the Neural Seed Warrants and Neural Seed Broker Warrants will remain unchanged. Neural Therapeutics Inc. Notes to the Unaudited Condensed Interim Financial Statements For the Three Months ended October 31, 2025 and 2024 (Expressed in Canadian Dollars) 9 6. Reserve for Warrants (continued) As at October 31, 2025, the following warrants and broker warrants were outstanding: As at October 31, 2025, the weighted average exercise price of the warrants was $0.12 (July 31, 2025 – $0.12) and the weighted average remaining contractual life of the warrants was 1.80 years (July 31, 2025 – 2.00). 7. Equity incentive plan In January 6, 2023, the Company’s shareholders approved the Equity Incentive Plan (the “Plan”), which included Options, Restricted Share Units (“RSUs”), and stock options (“Options”) for officers, directors, employees and consultants of the Company. The maximum number of common shares that may be issued upon exercise or settlement of awards granted under the Plan shall not exceed 8,870,052, representing 10% of the then issued and outstanding Neural Shares. Options Options granted under the Plan have a term up to 5 years. Except in specified circumstances, options are not assignable and terminate within 12 months of the optionee ceasing to be employed by or associated with the Company. The terms of the Plan further provide that the price at which shares may be issued under the Plan cannot be less than the market price (net of permissible discounts) of the shares when the relevant options were granted. The following table summarizes information regarding the Company’s outstanding options as at October 31, 2025: On May 2, 2025, the Company granted 725,000 stock options to directors, officers, and consultants. These options are exercisable at $0.05 and will expire five years from the date of grant vested immediately. The fair value of $14,898 for the options granted was determined --- by using the Black- Scholes option pricing model with the following assumptions: a risk-free interest rate of 2.77%; an expected volatility of 100%; an expected dividend yield of 0%; and an expected life of five years. Neural Therapeutics Inc. Notes to the Unaudited Condensed Interim Financial Statements For the Three Months ended October 31, 2025 and 2024 (Expressed in Canadian Dollars) 10 7. Equity incentive plan (continued) The following table reflects the stock options issued and outstanding as of October 31, 2025: During the three months ended October 31, 2025, stock-based compensation expenses were recorded for $nil (three months ended October 31, 2024 - $nil). RSUs Employees, consultants, directors, and officers of the Company are eligible to receive RSUs, entitling the holder to receive one common share for each RSU, a cash payment, or a combination of common shares and cash, subject to restrictions as the Board may, in its sole discretion, establish in the applicable award agreement. The following table reflects the RSUs issued and outstanding as of October 31, 2025: During the three months ended October 31, 2025, the Company recorded RSUs vested in stock-based compensation for $nil (three months ended October 31, 2024 - $nil). 8. Related parties transactions a. Key management compensation and advisory fees Key management includes the Company’s directors, officers and any employees with authority and responsibility for planning, directing, and controlling the activities of an entity, directly or indirectly. During the year ending July 31, 2024, Ian Campbell, Humber Capital Advisors Inc. (“HCA”) a company a company 100% owned by John Durfy, Chairman of the Company, and FMICA (collectively “Creditors”) each entered into a waiver and deferral agreements with Neural (“Deferral Agreements”), pursuant to which each the creditors agreed to defer the respective amounts outstanding to them until the earlier of: a) May 31, 2025; and b) Neural completing a financing for gross proceeds of no less than $400,000 following Listing, excluding the Concurrent Financing (“Deferral Trigger Date”). As at July 31, 2025 and July 31, 2024, the balance outstanding with them has been reclassified from current liabilities into long-term liabilities pursuant to the deferral agreements entered into on November 15, 2024, pursuant to which the Deferral Trigger Date until the earlier of: a) March 31, 2026; and b) Neural completing a financing for gross proceeds of no less than $400,000 following Listing, excluding the Concurrent Financing (“Amended Deferral Trigger Date”). Neural Therapeutics Inc. Notes to the Unaudited Condensed Interim Financial Statements For the Three Months ended October 31, 2025 and 2024 (Expressed in Canadian Dollars) 11 8. Related parties transactions (continued) The following is a summary of the key management compensation for the three months ended October 31, 2025 and 2024: (i) During the three months ended October 31, 2025, the Company incurred $nil (three months ended October 31, 2024 - $nil) of consulting fee paid to Humber Capital Advisors Inc. (“HCA”), a company 100% owned by John Durfy, Chairman of the Company. As at October 31, 2025, $26,250 (July 31, 2025 - $$26,250) was outstanding, of which $26,250 (July 31, 2025 - $26,250) is included in due to related parties as long-term liabilities and $nil (July 31, 2025 - $nil) was included in accounts payable and accrued liabilities. On November 15, 2024, the Company agreed to ter --- minate the consulting agreement with HCA (“HCA Termination Agreement”). John Durfy will continue to serve as a Chairman of the Board of Neural. (ii) During the three months ended October 31, 2025, the Company incurred $6,000 (three months ended October 31, 2024 - $47,115), in salaries, consulting fees, vacation accrual, and bonus expenses to Ian Campbell, CEO of the Company. As at October 31, 2025, $nil (July 31, 2025 - $nil) was outstanding, of which $nil (July 31, 2025 - $nil) was included in accrued liabilities, as the balance has been assigned to NSCI and included in long-term liabilities. On November 15, 2024, the Company entered into an agreement to replace the employment agreement with Ian Campbell, CEO of Neural with a consulting agreement (“Campbell Consulting Agreement”), which provides for payment of a fee of $2,000 per month on a go forward basis. Pursuant to the Campbell Consulting Agreement, Ian Campbell will continue to serve as the Chief Executive Officer, Secretary and Director of the Neural. The employment agreement with Ian Campbell was replaced by Campbell Consulting Agreement, pursuant to which the Company incurred and paid $6,000 (2024 – $nil) in consulting fees during the three months ended October 31, 2025. (iii) During the three months ended October 31, 2025, the Company incurred $15,150 (three months ended October 31, 2024 - $7,260) for accounting and CFO services to Marrelli Support Services Inc. As at October 31, 2025, $21,482 (July 31, 2025 - $18,806) was included in accounts payable. (iv) Included in Advisory and Other Fees for the three months ended October 31, 2025, are advisory fees to FMICA of $30,000 (three months ended October 31, 2024 - $22,500), included in due to related parties as long-term liabilities (as outlined in subsection b. below). b. Amended Deferral Agreements, Consultant Agreement and HCA Termination Agreement, and NSCI Assignment Agreement On November 15, 2024, Neural and the Creditors entered into amended and restated Deferral Agreements (“Amended Deferral Agreements”) with which resulted in further deferrals of certain accounts payable and accrued liabilities owing to the Creditors of an aggregate of $691,318 (“Amended Deferred Amount”). Pursuant to the terms of the Amended Deferral Agreements, the Deferred Amount was deferred until the Amended Deferral Trigger Date. Following entry into the Deferral Agreements, the Creditors entered into agreements (“NSCI Assignment Agreements”) to assign approximately $551,318 of the Deferred Amount to NSCI, which further agreed to defer the amount until the Amended Deferral Trigger Date. The total Deferred Amount owing to NSCI was $nil as at October 31, 2025 (July 31, 2025 – $nil). Neural Therapeutics Inc. Notes to the Unaudited Condensed Interim Financial Statements For the Three Months ended October 31, 2025 and 2024 (Expressed in Canadian Dollars) 12 9. Management of capital The Company manages its capital structure and makes adjustments to it based on the funds available to the Company, in order to support the development of its planned business activities. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. In order to carry out the planned business activities and pay for administrative costs, the Company will spend its existing working capital and raise additional funds as needed. Managem --- ent reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company’s approach to capital management during the three months ended October 31, 2025 and 2024. The Company is not subject to externally imposed capital requirements. The Company considers its capital to be shareholders’ equity surplus/(deficiency), which is comprised of share capital, shares to be issued, reserve for warrants, contributed surplus and accumulated deficit. The Company’s objective when managing capital is to obtain adequate levels of funding to support its business activities, to obtain corporate and administrative functions necessary to support organizational functioning and obtain sufficient funding to further the development of its business. The Company raises capital, as necessary, to meet its needs and take advantage of perceived opportunities and, therefore, does not have a numeric target for its capital structure. Funds are primarily secured through equity capital raised by way of private placements, initial public offering, issuance of convertible debentures, debt, and sale leaseback transactions. There can be no assurance that the Company will be able to continue raising equity capital in this manner. 10. Financial instruments Credit risk Credit risk is the risk of loss associated with counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to trade receivable. The Company has no other significant concentration of credit risk arising from operations. Cash are held with a reputable credit union which is closely monitored by management. Amounts receivable consists of trade amounts receivable, harmonized sales tax due from the Canadian government, promissory note receivable and other receivable from third parties. Liquidity risk Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The ability of the Company to continue as a going concern is dependent on its ability to obtain funding, manage cash flows, restructure borrowings, and recover funds loaned to borrowers that have currently been provided against or recover collateral that secured those loans. There is significant uncertainty as to whether the Company will be able to continue as a going concern and therefore, whether it will continue its normal business activities and realize its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial statements. These financial statements do not include adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the Company not continue as a going concern. In the short term, the continued operations of the Company may be dependent upon its ability to obtain additional financing. Without this additional financing, the Company may be unable to meet its obligations as they come due. There can be no certainty that the Company can obtain these funds, in which case any investment in the Company may be lost. Foreign currency exchange risk Foreign exchange risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in the foreign exchange rates. The Company enters into foreign currency purcha --- se transactions and has assets and liabilities that are denominated in foreign currencies and thus is exposed to the financial risk fluctuations arising from changes in foreign exchange rates and the degree of volatility of these rates. The Company does not currently use derivative instruments to reduce its exposure to foreign currency risk. An increase (decrease) of 10% in the currency exchange rate of the Canadian dollar versus US dollar would have impacted the Company net loss by $1,000 (July 31, 2025 - $1,000) as a result of the Company’s exposure to currency exchange rate fluctuations. Neural Therapeutics Inc. Notes to the Unaudited Condensed Interim Financial Statements For the Three Months ended October 31, 2025 and 2024 (Expressed in Canadian Dollars) 13 10. Financial instruments (continued) Interest rate risk Interest rate risk is the potential for financial loss arising from changes in interest rates. The Company manages interest rate risk by monitoring market conditions and the impact of interest rate fluctuations on its debt. The Company does not have any interest-bearing financial liabilities. 11. Commitments and other contingencies In accordance with the terms of an advisory agreement with FMICA dated December 17, 2021, subject to the completion of a listing of its common shares on a recognized Canadian exchange and a concurrent financing, the Company is obliged to issue a fee payable in a form of Neural Shares (plus HST in cash) equal representing up to 5% of the issued and outstanding capital of the Company after completion of Listing, which was satisfied through issuance of 4,223,835 Neural Shares to FMICA on March 7, 2025 (note 4 (iii)). In accordance with the terms of an advisory agreement with a private company controlled by Robert Wilson, former Chief Financial Officer of Neural, the Company committed to issue 366,667 Neural Shares, which remains to be issued. 12. Agreements with CWE European Holdings Inc. On May 28, 2025, the Company announced the signing of a strategic investment and option agreement dated May 28, 2025 (the "SIO Agreement") for Neural to acquire an interest in CWE through a series of transactions (the "CWE Transactions"). Under the terms of the SIO Agreement, Neural has been granted a two-part investment option to acquire up to 100% of the issued and outstanding shares of CWE through a series of statutory amalgamations under the Business Corporations Act (Ontario). Assuming that the conditions to closing are satisfied, the CWE Transactions will proceed in two stages: (i) an initial acquisition of a minority 30.61% equity interest in CWE (the "Series A Option"), and (ii) a subsequent acquisition of the remaining 69.39% equity interest in CWE (the "Series B Option"). No finders' fees are payable in connection with the transactions stipulated pursuant to the SIO Agreement. Series A Option The Series A Option, involves the combination of CWE Newco A (an entity to be formed that will hold 30.61% of the outstanding shares of CWE ("CWE Shares") and which will be owned by certain former CWE shareholders) and Neural Subco A (an entity to be formed and 100% owned by Neural) through a statutory three-cornered amalgamation ("Amalgamation A"), resulting in a new wholly-owned subsidiary ("Amalco A") of Neural. In connection with Amalgamation A, Neural will issue 80,000,000 Neural Shares at a deemed price of $0.05 per Neural Share to the holders of Neural Subco A, based on an exchange ratio of 4 Neural Shares fo --- r each 1 CWE Share held by CWE Newco A. Following the completion of Amalgamation A, Neural will hold an indirect 30.61% equity interest in CWE through Amalco A. Series B Option Following the completion of Amalgamation A, Neural will have the right, but not the obligation, to exercise the Series B Option, which involves delivering to CWE a notice of Neural's intention to proceed with Amalgamations B and C ("Series B Transactions"). The Series B Transactions will be effected through a sequence of statutory three-cornered amalgamations involving CWE Newco B and CWE Newco C (which will, following the completion of the CWE Reorganization, hold 31.02% and 38.36% of the issued and outstanding CWE Shares, respectively) and Neural's wholly owned subsidiaries, Neural Subco B and Neural Subco C. Neural Therapeutics Inc. Notes to the Unaudited Condensed Interim Financial Statements For the Three Months ended October 31, 2025 and 2024 (Expressed in Canadian Dollars) 14 12. Agreements with CWE European Holdings Inc. (continued) As consideration for the Series B Transactions, Neural will issue an aggregate of 173,271,572 Neural Shares, of which: • CWE Newco B shareholders will receive four Neural Shares for each CWE Newco B share held, or an aggregate of 81,087,629 Neural Shares at a deemed issue price per Neural Share equal to the greater of: a) $0.05; and b) the price that equal to the Maximum Permitted Discount ("Share Issuance Price"); and • CWE Newco C shareholders will receive 3.677309 Neural Shares for every CWE Newco C shares held, or an aggregate of 92,183,943 Neural Shares at a deemed issue price equal to the Share Issuance Price. In addition, holders of previously issued common share purchase warrants of CWE ("CWE Prior Warrants") will receive four common share purchase warrants of Neural ("Neural Compensation Warrants") in exchange for each CWE Prior Warrant, or an aggregate of 130,136,888 Neural Compensation Warrants, exercisable into Neural Shares at a price of $0.14 per Neural Share until April 7, 2027. The Series B Option may only be exercised after the completion of Amalgamation A and is subject to the satisfaction or waiver of a number of conditions. Upon and as a condition of completion of the Series B Transactions, Neural intends to (i) change its corporate name to "Hanf.com Inc." or such other name as may be approved by the board and the applicable regulatory authorities; (ii) consolidate its share capital on a 4-for-1 basis (the "Neural Consolidation"); and (iii) reconstitute its board of directors to include appointees from both parties as previously agreed upon by each of Neural and CWE in the LOI (the "Neural Director Appointments"). Completion of the Series B Option, if exercised, will constitute a Fundamental Change under the policies of the CSE, and is subject to additional regulatory requirements. If completed, Neural does not expect that the transactions underlying the exercise of Series B Option, will involve any parties considered "related parties" of Neural under MI 61- 101 immediately prior to such transactions. There can be no assurance that Neural will proceed with or complete the Series B Transactions, or that all conditions to complete the Series B Transactions will be satisfied or waived in a timely manner or at all. On August 13, 2025, that Neural and CWE completed the first of two CWE Transactions (note 4), whereby, Neural acquired approximately 30.75% equity interest in CWE. Pursuant to the SIO Agreement, CWE' --- s shareholders formed a special purpose numbered corporation under the laws of Ontario ("CWE Newco A"), and transferred a part of their CWE Shares to CWE Newco A by way of a share exchange and reorganization. In exchange for the acquisition of all common shares of CWE NewCo A, Neural issued Neural Shares to CWE Newco A's shareholders. Neural's wholly owned subsidiary formed pursuant to the laws of Ontario ("Neural Subco A"), was then amalgamated with CWE Newco A, resulting in a three-cornered amalgamation under the Business Corporations Act (Ontario), with Amalco A, being the resulting entity, becoming a wholly owned subsidiary of Neural (the "Amalgamation A"). In consideration for the acquisition of CWE Newco A, Neural issued an aggregate of 79,999,960 Neural Shares to former CWE shareholders (being all of the shareholders of CWE Newco A), based on an agreed exchange ratio of 4 Neural Shares for each CWE Share previously held by such CWE shareholders and a deemed price of $0.02 per Neural Share. As at October 31, 2025, the Company recorded an investment for $1,836,339. (July 31, 2025 - $nil) and for the three months ended October 31, 2025 $9,080 (three months ended October 31, 2024 - $nil) as Neural’s share income from investment in associates in the unaudited condensed interim financial statements. Neural and CWE continue to consider and plan the potential exercise of the Series B Option to advance the Strategic Investment Transaction. Neural's primary business objectives remain unchanged. There is no assurance that the Series B Option will be exercised, or whether any further transactions between Neural and CWE will occur. The exercise of the Series B Option remains subject to satisfaction of conditions precedent set out in SIO Agreement.