Neural Therapeutics Announces CSE Application to Acquire Full Ownership of Hanf.com, Shareholder Meeting, SIO Agreement Amendment and Concurrent Financing

Executive Summary

• Neural Therapeutics has filed an application with the Canadian Securities Exchange to acquire the remaining 69.25% interest in CWE European Holdings Inc., which would give Neural 100% ownership of Germany’s leading CBD retailer Hanf.com.
• The proposed “Series B Transactions” constitute a fundamental change and will require CSE approval, shareholder approval (including minority‑shareholder consent under MI 61‑101), and other regulatory clearances; a special/annual shareholders’ meeting is scheduled for May 1 2026 to consider the transaction.
• Concurrently, CWE plans a private placement of up to $600,000 through 7.5 million units at $0.08 per unit (each unit includes one common share and half a warrant), with proceeds earmarked for working‑capital and expansion of its German retail footprint.

Key Details

• Target & Ownership: CWE European Holdings Inc. (“CWE”) operates as Hanf.com, a leading CBD retailer in Germany. Neural already holds 30.75% of CWE; the Series B Option would bring total ownership to 100%.
• Series B Transactions:
• Require CSE approval and shareholder approvals (including minority‑shareholder consent under MI 61‑101).
• Involve listing the resulting issuer on the CSE and a 4‑for‑1 consolidation of Neural’s common shares.
• Include a proposed corporate name change to “Hanf.com Inc.” after completion.
• Shareholders’ Meeting:
• Date: May 1, 2026 at 10:00 a.m. ET (record date March 9, 2026).
• Agenda items: approval of Series B Transactions, election of directors, auditor appointment, name change, share consolidation, and adoption/confirmation of equity incentive plans.
• Concurrent Financing (Private Placement):
• Issuer: 1001257530 Ontario Inc. (“CWE Newco B”).
• Units offered: up to 7,500,000 units at $0.08 per unit (gross proceeds up to $600,000).
• Each unit = one CWE Newco B common share + half of a common‑share purchase warrant; each whole warrant allows purchase of one additional share at $0.14 for 24 months post‑closing.
• Proceeds will be used for working capital and to support expansion of CWE’s retail footprint in Germany.
• Amendment to SIO Agreement: Effective February 18, 2026, the amendment adds provisions for the Concurrent Financing and extends the outside date for completing the Series B Transactions to May 31, 2026.
• Regulatory & Closing Conditions: Completion of both the Series B Transactions and the Concurrent Financing is conditional on obtaining CSE approval, meeting listing requirements, and satisfying other customary closing conditions.

Notable Quotes

“Completing this transaction is the final step in transforming Neural from a pure R&D focused organization into a commercially operating entity with strong fundamentals, rapid revenue growth and profitable operations.” – John Durfy, Chairman of the Board, Neural Therapeutics

“Hanf.com has established a strong position in Germany's regulated CBD and hemp market… full integration with Neural would provide enhanced access to capital markets and additional strategic flexibility to accelerate retail expansion.” – Ronnie Jaegermann, CEO, CWE

All forward‑looking statements are subject to risks and uncertainties detailed in the release.