Neural Announces Approval of the Strategic Investment and Option Agreement by CWE Shareholders to Acquire up to 100% of CWE

Toronto, Ontario--(Newsfile Corp. - July 22, 2025) - Neural Therapeutics Inc. (CSE: NURL) (FSE: HANF) ("Neural" or the "Company"), an ethnobotanical drug discovery company focused on developing therapeutic drugs for mental illnesses related to substance use disorders, and CWE European Holdings Inc. ("CWE"), operating as Hanf.com, one of the Germany's leading CBD retailers, are pleased to announce that all matters presented to shareholders of CWE, were approved at the special meeting of CWE shareholders ("CWE Meeting") held on July 17, 2025.

The approved resolutions include the Strategic Investment and Option Agreement (the "SIO Agreement") dated May 28, 2025, between Neural and CWE, under which 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). The resolutions also included approval of various ancillary transactions (the "CWE Reorganization") required to be implemented by CWE in order to facilitate the transactions contemplated under the SIO Agreement.

The CWE Reorganization includes a series of internal steps, such as the exchange of common shares in the capital of CWE ("CWE Shares") for shares of three newly incorporated CWE subsidiaries (CWE NewCo A, B, and C), followed by one or more three-cornered amalgamations between those entities and subsidiaries of Neural, subject to securing the requisite approvals.

These internal steps are designed to facilitate Neural's option-based acquisition of CWE in discrete phases—starting with the potential exercise of the Series A Option—and to support operational and tax efficiency following completion. The structure of the transactions contemplated by the SIO Agreement, including the CWE Reorganization, was previously disclosed by Neural in a press release dated May 29, 2025, and remains subject to customary closing conditions and regulatory approvals. A copy of the SIO Agreement has been filed under Neural's issuer profile on SEDAR+ at www.sedarplus.ca.

Ronnie Jaegermann, CEO of CWE, commented: "We are excited to have reached this important milestone with the approval of the SIO Agreement by CWE's shareholders. CWE has built one of Germany's most recognized and growing platforms for Hemp CBD based products and participating in Germany's Cannabis revolution. Hanf.com is growing and opening new retail locations throughout Germany with the intention of becoming a substantial Hemp CBD retailer. Our shared vision is rooted in providing consumers with safer, plant-based options for improving mental health, addiction recovery, and overall wellbeing. We look forward to completing the next steps with Neural and unlocking the next phase of CWE's growth."

Ian Campbell, Neural CEO, added: "We are very pleased the CWE shareholders have recognised the opportunity the proposed amalgamation provides in terms of short, mid and long-term value creation through growth of the wellness business while we continue to progress on our strategy to develop new mescaline-based mental health therapies for treatment of substance use disorders. We look forward to reporting on our progress with the transaction and our operations going forward."

About Neural Therapeutics

Neural Therapeutics is a leader in ethnobotanical drug discovery, focused on the development of therapeutic drugs for mental illnesses related to substance use disorders, including alcohol and opioid dependence. The Company's innovative approach to drug development involves the strategic use of sub-hallucinogenic doses of mescaline extract, enhancing safety and scalability while maintaining therapeutic efficacy.

On May 26, 2025, Neural entered into a Strategic Investment and Option Agreement with CWE European Holdings Inc., a leading CBD hemp retailer in Germany operating under the brand Hanf.com, to acquire up to 100% of CWE through a multi-stage transaction. The transaction is expected to expand Neural's commercial footprint in Europe while maintaining its core commitment to drug discovery and mental health innovation.

CAUTIONARY DISCLAIMER STATEMENT

No securities regulatory authority has reviewed or accepted responsibility for the adequacy or accuracy of the contents of this news release. This news release contains forward-looking statements ("FLS") within the meaning of applicable Canadian securities laws. Forward-looking statements in this release include, but are not limited to: the approval and implementation of the SIO Agreement; the completion and effect of the CWE Reorganization; the potential exercise of the Series A Option; the satisfaction of conditions under the SIO Agreement; the anticipated benefits of the proposed transaction to Neural and CWE; the phased acquisition of CWE; and Neural's expansion into the European market.

FLS are often identified by terms such as "will", "may", "should", "anticipate", "expect", "intend", "plan" and similar expressions. These statements are not statements of historical fact, but rather predictions about future events, which are inherently subject to risks and uncertainties. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on any forward-looking information. Although management considers such information to be reasonable at the time of preparation, actual outcomes may differ significantly. FLS contained in this news release are expressly qualified by this cautionary statement. The Company expressly disclaims any intention or obligation to update or revise such statements. A description of additional risk factors that may cause actual results to differ materially from FLS in Neural's disclosure documents posted on www.sedarplus.ca.

The securities of Neural have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or applicable state securities laws. The securities may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act), unless registered or exempt from registration under the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy Neural's securities in the United States or any other jurisdiction where such an offer or sale would be unlawful.

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