Hanf.com Transaction Advances as Neural Therapeutics Receives CSE Conditional Approval

Toronto, Ontario--(Newsfile Corp. - August 14, 2026) - Neural Therapeutics Inc. (CSE: NURL) (FSE: HANF) ("Neural" or the "Company") is pleased to announce that it has received conditional approval from the Canadian Securities Exchange (the "CSE") for the listing of the Company's shares following completion of its previously announced fundamental change transaction involving CWE European Holdings Inc. ("CWE"), which operates the Hanf.com business in Germany (the "Series B Transactions"). Upon completion of the Series B Transactions, the Company intends to change its name to Hanf.com Inc. (the "Resulting Issuer").

The CSE's conditional approval represents a significant milestone toward completion of the Series B Transactions, pursuant to which Neural will acquire the remaining equity interest in CWE not already owned by the Company and CWE will become a wholly-owned subsidiary of the Resulting Issuer.

The conditional approval is subject to satisfaction of customary conditions, including completion of the previously announced financing (the "Concurrent Financing"), as further described in Neural press release dated March 27, 2026, the Series B Transactions, completion of applicable escrow arrangements, completion of required SEDAR+ filings and other outstanding CSE documentation and fees. In addition, shares of the Resulting Issuer to be issued to certain CWE shareholders in exchange for CWE founders' shares issued in 2019 will be subject to escrow pursuant to National Policy 46-201 - Escrow for Initial Public Offerings. A date for trading of the Resulting Issuer following completion of the fundamental change will be determined by the CSE once the applicable conditions have been satisfied.

"This is an important milestone for Neural and the culmination of a considerable amount of work by both teams," said Ian Campbell, Chief Executive Officer of Neural. "With shareholder approval behind us and the CSE conditional approval granted, our focus is now on satisfying the remaining closing conditions and completing the transaction. We believe the combination provides a strong platform from which to build Hanf.com's business and pursue its longer-term opportunities."

Ronnie Jaegermann, Chief Executive Officer of CWE, commented: "We are very pleased to have reached this stage of the process. Hanf.com has established a meaningful retail, e-commerce and B2B presence in Germany, and becoming part of a Canadian public company will provide us with a broader corporate platform as we continue developing the business. We look forward to completing the remaining steps and beginning the next chapter for Hanf.com."

On May 25, 2026, shareholders of Neural approved the Series B Transactions and related matters, including the proposed consolidation of the Company's common shares and the proposed name change to Hanf.com Inc. Completion of the Series B Transactions remains subject to satisfaction or waiver of the remaining closing conditions.

There can be no assurance that all conditions to the CSE's conditional approval or the Series B Transactions will be satisfied or that the Series B Transactions will be completed on the terms or within the timeframe currently contemplated.

About Neural Therapeutics Inc.

Neural Therapeutics is an ethnobotanical drug discovery company focused on developing therapeutic drugs for mental health conditions related to substance use disorders, including alcohol and opioid dependence. The Company's drug development strategy involves the use of sub-hallucinogenic doses of mescaline extract, with the objective of 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 and hemp retailer in Germany operating under the Hanf.com brand, pursuant to which Neural may acquire up to 100% of CWE through a multi-stage transaction. The transaction is intended to expand Neural's commercial footprint in Europe while preserving its core focus on drug discovery and mental health innovation.

On August 13, 2025, Neural and CWE completed the first stage of the transaction, pursuant to which Neural acquired a 30.75% ownership interest in CWE. Neural and CWE continue to work collaboratively toward subsequent stages of the transaction, and Neural will provide updates as material developments occur.

About CWE European Holdings Inc.

CWE, through its subsidiaries in Germany, operates the Hanf.com brand, including a network of specialty retail stores, e-commerce operations and a growing B2B business focused on CBD products, related wellness goods and accessories. Hanf.com operates 17 stores across Germany, including 15 company-owned locations and two franchised locations. Its operations are principally located in Germany, with a significant presence in Bavaria.

CAUTIONARY DISCLAIMER STATEMENT

This news release contains "forward-looking information" within the meaning of applicable Canadian securities laws. Forward-looking information in this news release includes, but is not limited to, statements regarding the Series B Transactions, the proposed acquisition by Neural of the remaining indirect equity interest in CWE that the Company does not already own, the completion of the Concurrent Financing, the satisfaction of the conditions to the CSE's conditional approval, the anticipated completion of the Series B Transactions, the completion of applicable escrow arrangements and required regulatory filings, the determination of a trading date following completion of the fundamental change, commencement of trading of the Resulting Issuer shares, the proposed change of name of the Company to Hanf.com Inc., the proposed consolidation of the Company's common shares, and the expected strategic benefits of the Series B Transactions.

Forward-looking information is based on management's current expectations, assumptions and beliefs, including assumptions regarding the completion of the Concurrent Financing and Series B Transactions on the terms currently contemplated, the satisfaction of the conditions to the CSE's conditional approval, the completion of required escrow arrangements, SEDAR+ filings and other CSE requirements, the continued operation of CWE's business, the strategic rationale for the Series B Transactions, and the expected benefits of the combination. Forward-looking information is subject to risks and uncertainties, including, but not limited to, the possibility that the Concurrent Financing or Series B Transactions may not be completed as currently proposed or at all, failure to satisfy the conditions to the CSE's conditional approval or other closing conditions, delays in completing required filings or escrow arrangements, changes in the business, operations or financial condition of CWE, changes in applicable laws and regulations, the German CBD and hemp regulatory environment, financing and market conditions, general economic and business risks, and risks relating to Neural's investment in CWE.

Actual results may differ materially from those expressed or implied by such forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information. The forward-looking information contained in this news release is made as of the date hereof, and Neural undertakes no obligation to update or revise such information except as required by applicable law.

Neither the CSE nor its Regulation Services Provider, as defined in the policies of the CSE, accepts responsibility for the adequacy or accuracy of this release.

NOT FOR DISTRIBUTION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/309746

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