SciSparc closes acquisition of controlling interest in Neurothera Labs

SciSparc (SPRC)announced the closing of the transactions under the asset and share purchase agreement by and among the Company, Miza III Ventures and SciSparc Nutraceuticals. Pursuant to the Agreement, SciSparc received a controlling interest in Neurothera Labs, a publicly traded company on the TSX Venture Exchange in Canada, and the Company transferred to Neurothera its advanced clinical stage pharmaceutical portfolio and its equity stake of approximately 51% in SciSparc Nutraceuticals. According to the Agreement, the total enterprise value of Neurothera was approximately $3.3M, taking into consideration its approximately $1M cash position, and the Target Assets were valued at approximately $11.6M At the closing of the transaction, SciSparc received 63,300,000 common shares of Neurothera, 4,000,000 common share purchase warrants and up to 48,000,000 contingent rights of Neurothera, entitling SciSparc to acquire, without any further act or formality or payment of additional consideration, up to 48,000,000 common shares of Neurothera upon the fulfillment of pre-determined milestones and transferred to Neurothera the Target Assets. The Payment Warrants entitle SciSparc to acquire one common share of Neurothera at a price of C$0.25 per common share until October 22, 2030. Following the closing of the transaction, SciSparc holds a controlling interest in Neurothera of approximately 75%, which may increase up to approximately 84% assuming the exercise in full of the Payment Warrants and fulfillment of all of the pre-determined milestones. Effective as of October 22, 2025, as a condition to the completion of the Transaction, Neurothera changed its name from “Miza III Ventures Inc.” to “Neurothera Labs Inc.” and its TSXV trading symbol to from “MIZA.P” to “NTLX” and expects to be active in both the pharmaceutical and supplemental sectors. It is anticipated that the common shares of Neurothera will resume trading on the TSXV under the trading symbol “NTLX” on or about October 24, 2025, after it was halted from trading on July 8, 2024. The parties to the transaction have made their final submission to the TSXV pursuant to TSXV Policy 2.4 to seek final TSXV acceptance of the transaction.