NOTICE OF MEETING

AND

MANAGEMENT PROXY CIRCULAR

FOR THE

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NEURAL THERAPEUTICS INC.

TO BE HELD AT 10:00 A.M. TORONTO TIME ON MAY 25, 2026

April 15, 2026

Dear Neural Shareholders,

The directors of Neural Therapeutics Inc. (“Neural”) cordially invite you to attend an annual and special meeting (the “Meeting”) of the holders of common shares (the “Neural Shares”) of Neural (the “Shareholders”) to be held at the offices of Neural at 120 Adelaide Street West, Suite 900, Toronto, ON M5H 3V1, at 10:00 a.m. (Toronto time) on May 25, 2026.

On May 28, 2025, Neural entered into a strategic investment and option agreement, which was amended on February 13, 2026 and March 25, 2026 (the "SIO Agreement") setting forth the terms on which Neural has the right to acquire an interest in CWE European Holdings Inc. ("CWE") through a series of transactions (the "CWE Transactions"). The terms of the SIO Agreement are disclosed in more detail in Neural's press release dated May 28, 2025 and February 19, 2026 and a copy of the SIO Agreement and relevant amendments are available under Neural's SEDAR+ profile on www.sedarplus.ca. As disclosed in the Neural's press release dated May 28, 2025, the CWE Transactions are comprised of two stages: (i) an initial acquisition of a minority 30.75% equity interest in CWE (the "Series A Option"), and (ii) a subsequent acquisition of the remaining 69.25% equity interest in CWE (the "Series B Option").

CWE through its subsidiaries in Germany, operates a network of specialty retail stores and an e-commerce platform under the "Hanf.com" brand focused on CBD products, related wellness goods and accessories. The business is centered in the State of Bavaria with additional locations in other German states and is supported by in-house warehousing and fulfillment capabilities. The CWE Transactions are expected to combine Neural's research and intellectual property with CWE's retail and e-commerce operations in Germany.

On August 13, 2025, Neural announced that Neural and CWE completed the first of the two CWE Transactions, whereby, Neural acquired approximately 30.75% equity interest in CWE. In consideration for the acquisition of 30.75% indirect interest in CWE, Neural issued an aggregate of 79,999,960 Neural Shares to former CWE shareholders, based on an agreed exchange ratio of four (4) Neural Shares for each one (1) CWE Share previously held by such CWE shareholders.

Pursuant to the terms of the SIO Agreement, Neural has 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 the transactions to acquire the balance 69.25% interest in CWE ("Series B Transactions"). The Series B Transactions will be effected through a sequence of statutory three-cornered amalgamations involving two (2) wholly owned subsidiaries of CWE - CWE Newco B and CWE Newco C (which hold 31.02% and 38.36% of the issued and outstanding CWE Shares, respectively) and two (2) wholly owned subsidiaries of Neural, incorporated for the purposes of effecting the Series B Transactions.

As consideration for the Series B Transactions, Neural will issue an aggregate of 172,070,634 Neural Shares to the shareholders of CWE, all as more particularly described in the accompanying information circular (the "Circular"). In addition, holders of previously issued common share purchase warrants of CWE (the "CWE Prior Warrants") will receive four (4) common share purchase warrants of Neural (the "Neural Compensation Warrants") in exchange for each one (1) CWE Prior Warrant, or an aggregate of 128,817,388 Neural Compensation Warrants, exercisable into Neural Shares at a price of $0.14 per Neural Share until April 7, 2027.

Completion of the Series B Transactions, if the Series B Option is exercised by Neural, will constitute a "Fundamental Change" as defined under the policies of the Canadian Securities Exchange (the "CSE"), as Series B Transactions will constitute a reverse takeover of Neural by CWE. Following the completion of the Series B Transactions, Neural will remain listed on the CSE, and will hold a 100% interest in CWE. It is intended that following the Series B Transactions Neural will carry out the existing business activities of CWE as its primary business.

As the Series B Transactions will constitute a "Fundamental Change" under the policies of the CSE, the Series B Transactions are subject to approval by Neural Shareholders (the "Series B Transactions Resolution"), including approval of the majority of the minority Shareholders, pursuant to the provisions of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. See section titled "Particulars of Matters to be Acted Upon - Approval of Series B Transactions" in the Circular.

In connection with Series B Transactions, Neural intends to complete a number of ancillary transactions, which are subject to shareholder approval and are described in more detail in the accompanying Circular. These transactions include:

Consolidating (the “Consolidation”) all of the Neural Shares on the basis of one (1) post-Consolidation Neural Share for every four (4) existing Neural Shares outstanding (the "Consolidation Resolution"),
Changing its name to “Hanf.com Inc.” or such other name as may be agreed upon by the parties (the "Name Change Resolution" and together with the “Consolidation Resolution” and “Series B Transactions Resolution”, the “Neural Shareholder Resolutions”).
Electing (A) the directors of Neural (the "Current Slate") to serve from the close of the Meeting until the earlier of: (i) the close of the next annual meeting of shareholders of Neural or until their successors are elected or appointed; and (ii) completion of Series B Transactions; and (B)) to set the number of directors of the Corporation immediately following the Change of Board Time at five (5) directors and to elect the directors of the Corporation to serve from the date of completion of Series B Transactions, until the close of the next annual meeting of Shareholders of Neural or until their successors are elected or appointed (the "New Slate").

The full text of the resolutions to approve transactions the items set forth above are reproduced in the Circular. Each of the resolutions, must be approved by not less than two-thirds (2/3) of the votes cast by Shareholders present in person or represented by proxy at the Meeting. In the event the Series B Transactions are not completed, the Name Change Resolution and the Consolidation Resolution will not be acted upon, and the Current Slate will continue to serve as the board of directors of Neural.

The board of directors of Neural has determined that the Neural Shareholder Resolutions are in the best interests of Neural and its securityholders and recommends that shareholders vote in favour of each of the Neural Shareholder Resolutions. The Circular provides a full description of the Neural Shareholder Resolutions and includes certain additional information regarding the Series B Transactions to assist you in considering how to vote in respect of the Neural Shareholder Resolutions. You are encouraged to consider carefully all of the information in the Circular, including the documents incorporated by reference therein. If you require assistance, you should contact your financial, legal, tax or other professional advisor.

Your vote is important regardless of the number of Neural Shares that you own. If you are a registered shareholder of Neural, we encourage you to complete, sign, date and return the enclosed form of proxy by not later than 10:00 a.m. (Eastern time) on May 21, 2026, or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned Meeting, to ensure that your securities are voted at the meeting in accordance with your instructions, whether or not you are able to attend in person. If you hold your securities through a broker or other intermediary, you should follow the instructions provided by your broker or other intermediary to vote your securities.

If you hold your Neural Shares through a broker or other intermediary, please contact that broker or other intermediary for instructions and assistance with receiving new shares, of Neural. Assuming that all conditions to the completion of transactions underlying Neural Shareholder Resolutions are satisfied, it is anticipated that such matters will be implemented in short order following the Meeting.

If you require any assistance in completing your proxy, please contact Odyssey Trust Services online via www.odysseycontact.com. See the section in the Circular entitled “General Proxy Information – Voting of Proxies” for further information on how to vote your Neural Shares.

On behalf of Neural, we would like to thank all shareholders for their ongoing support.

Yours very truly,

/s/ "Ian Campbell" Name: Ian Campbell Title: Chief Executive Officer

NEURAL THERAPEUTICS INC.

120 Adelaide Street West, Suite 900, Toronto, ON M5H 3V1 www.neuraltherapeutics.ca

NOTICE OF ANNUAL AND SPECIAL MEETING

NOTICE IS HEREBY GIVEN that an annual and special meeting (the "Meeting") of the shareholders (the "Neural Shareholders") of Neural Therapeutics Inc. (the "Company" or "Neural") will be held at 120 Adelaide Street West, Suite 900, Toronto, ON M5H 3V1, on May 25, 2026 at 10:00 a.m. (Toronto time) for the following purposes:

to receive the audited financial statements of the Company for its fiscal years ended July 31, 2025, 2024 and 2023 and the report of the auditors thereon;
to elect, (A) the directors of Neural (the "Current Slate") to serve from the close of the Meeting until the earlier of: (i) the close of the next annual meeting of Neural Shareholders or until their successors are elected or appointed; and (ii) a time determined by the Current Slate, such time to be (x) no earlier than the time of completion of the Series B Transactions; and (y) not later than one business day following the date of completion of the Series B Transactions, and, if no such determination is made by the Current Slate, such determination will be deemed to have been made and the time deemed to be determined to be the effective time of the Series B Transactions (any such determined time, the "Effective Time") and (B) to set the number of directors of Neural immediately following the Effective Time at five (5) and to elect the directors of Neural to serve from the Effective Time until the close of the next annual meeting of Neural Shareholders or until their successors are elected or appointed, all as more fully described in the accompanying Circular;
to appoint Kreston GTA LLP, Licensed Public Accountants, as auditors of the Company to hold office until the next annual general meeting at a remuneration to be fixed by the directors;
subject to the approval of the Series B Transactions Resolution by Neural Shareholders to consider and, if deemed advisable, to pass, with or without variation, a special resolution to approve the change of name of the Company to "Hanf.com Inc." or such other name determined by the board of directors of the Company in its sole discretion and approved by the Canadian Securities Exchange, as more fully described in the Circular (the "Name Change Resolution");
subject to the approval of the Series B Transactions Resolution to consider and, if thought fit, to pass, with or without variation, a special resolution of Neural Shareholders authorizing the Board, immediately prior to or concurrently with the completion of the Series B Transaction, to proceed with a consolidation of the common shares in the capital of Neural ("Neural Shares") on a ratio of one (1) post-consolidation Neural Share for every four (4) existing Neural Shares (the "Consolidation"), as more fully described in the Circular;
to consider, and if deemed advisable, to approve, with or without variation, an ordinary resolution approving the ratification of the Company's restricted share unit plan the details of which are contained under the heading "Particulars of Matters to be Acted Upon – Approval of Restricted Share Unit Plan" in the accompanying Circular;
to consider, and if deemed advisable, to approve, with or without variation, an ordinary resolution approving the ratification of the Company's stock option plan the details of which are contained under the heading "Particulars of Matters to be Acted Upon – Approval of the Rolling Stock Option Plan" in the accompanying Circular;
to consider and, if deemed advisable, to pass, with or without variation, a special resolution (the "Series B Transactions Resolution"), the full text of which is set forth in Schedule "A" to the Circular, approving the acquisition of the remaining 69.25% equity interest in CWE European Holdings Inc. ("CWE") not already owned by the Company, through a series of ancillary transactions ("Series B Transactions") contemplated in the strategic investment and option agreement ("SIO Agreement") dated May 28, 2025 (as amended on February 13, 2026 and March 25, 2026), among Neural and CWE, as more fully described in the Circular;
to transact, such other business as may properly come before the Meeting or any adjournment thereof.

The Company's Board has fixed at April 13, 2026, as the record date (the "Record Date") for the determination of Shareholders entitled to receive notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered Shareholder at the close of business on that Record Date is entitled to receive notice and vote at the Meeting.

Notice-and-Access

This year, as described in the notice and access notification mailed to Neural Shareholders, Neural has decided to deliver the Meeting materials to Neural Shareholders by posting the Meeting materials on the following website: www.neuraltherapeutics.ca (the "Website"). The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and it will also reduce Neural's printing and mailing costs. The Meeting materials will be available on the Website as of the day of mailing which is currently scheduled for April 24, 2026, and will remain on the Website for one full year thereafter. The Meeting materials will also be available under Neural's profile on SEDAR+ at www.sedarplus.ca. Neural Shareholders should review the Meeting materials before voting.

No Neural Shareholders will receive paper copies of the Meeting materials unless they specifically request paper copies. Instead, all Neural Shareholders will receive a notice and access notification which will contain information on how to obtain electronic and paper copies of the Meeting materials in advance of the Meeting. If you wish to receive a paper copy of the Meeting materials or have questions about notice-and-access, please contact Odyssey Trust Company ("Odyssey"), online via www.odysseycontact.com. In order to receive a paper copy in time to vote before the Meeting, your request should be received by Odyssey no later than May 9, 2026.

A Shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournment or postponement thereof in person are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment or postponement thereof. To be effective, the enclosed proxy must be mailed so as to reach or be deposited at the office of the registrar and transfer agent of Neural, Odyssey by mail at: Odyssey Trust Company, 1100-67 Yonge Street, Toronto, Ontario, M5E 1J8, by email to [email protected], not later than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any adjournment thereof. Late instruments of proxy may be accepted or rejected by the Chairman of the Meeting in his discretion and the Chairman is under no obligation to accept or reject any particular late instruments of proxy.

To vote by internet, have your form of proxy available when you access the website of Odyssey at https://vote.odysseytrust.com/. You will be prompted to enter your control number which is located on the proxy. You may also appoint a person other than the persons designated on this form of proxy by following the instructions provided on the website.

All Shareholders are strongly encouraged to vote prior to the Meeting by any of the means described in the Circular, the form of proxy or other materials provided by an intermediary.

Changes to the Meeting date and/or means of holding the Meeting may be announced by way of press release. Neural does not intend to prepare or mail an amended Notice and/or Circular in the event of changes to the Meeting date or format.

If you are a non-registered shareholder and receive these materials through your broker or another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or intermediary.

The contents and the sending of this Circular have been approved by the Corporation's directors.

DATED at Toronto, Ontario this 15th day of April, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ "Ian Campbell"

Name: Ian Campbell Title: Chief Executive Officer

VIRTUAL AND TELEPHONE ACCESS ... 8 NOTICE-AND-ACCESS ... 8 SOLICITATION OF PROXIES ... 9 APPOINTMENT OF PROXY HOLDERS AND REVOCATION OF PROXIES ... 9 EXERCISE OF DISCRETION BY PROXIES ... 10 REGISTERED SHAREHOLDERS ... 10 BENEFICIAL SHAREHOLDERS ... 10 INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS ... 12 NOTE TO UNITED STATES SHAREHOLDERS ... 13 REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES ... 14 INTERESTS OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON ... 14 VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES ... 14 QUORUM AND VOTES NECESSARY TO PASS RESOLUTIONS ... 14 PRESENTATION OF FINANCIAL STATEMENTS AND PRO FORMA FINANCIAL INFORMATION ... 15 DOCUMENTS INCORPORATED BY REFERENCE ... 15 INFORMATION CONTAINED IN THIS CIRCULAR ... 16 CURRENCY ... 16 GLOSSARY OF TERMS ... 17 SUMMARY ... 28 PARTICULARS OF MATTERS TO BE ACTED UPON ... 35 A. FINANCIAL STATEMENTS AND AUDITOR’S REPORT ... 35 B. ELECTION OF DIRECTORS ... 35 C. APPOINTMENT OF AUDITORS AND FIXING THE REMUNERATION ... 48 D. APPROVAL OF NAME CHANGE ... 48 E. APPROVAL OF CONSOLIDATION OF NEURAL SHARES ... 49 F. APPROVAL OF RESTRICTED SHARE UNIT PLAN ... 50 G. APPROVAL OF STOCK OPTION PLAN ... 51 H. APPROVAL OF SERIES B TRANSACTIONS WITH CWE ... 52 OTHER BUSINESS ... 65 INFORMATION CONCERNING NEURAL ... 65 INFORMATION CONCERNING CWE ... 66 INFORMATION CONCERNING THE RESULTING ISSUER ... 66 RISK FACTORS ... 66 AUDIT COMMITTEE ... 69 EXECUTIVE COMPENSATION ... 71 REPORT ON CORPORATE GOVERNANCE ... 77

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS...78 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS...79 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS...79 SHAREHOLDER PROPOSALS...79 ADDITIONAL INFORMATION...79 OTHER MATTERS...79 BOARD APPROVAL...79

Schedule "A" - Series B Transactions Resolution...A-1 Schedule "B" - SIO Agreement...B-1 Schedule "C" - Name Change Resolution...C-1 Schedule "D" - RSU Plan...D-1 Schedule "E" - Option Plan...E-1 Schedule "F" - Audit Committee Charter...F-1 Schedule "G" - Pro Forma Financials of The Resulting Issuer for the Period Ending Jan 31, 2026...G-1 Schedule "H" - Information Concerning Neural...H-1 Schedule "I" - Information Concerning CWE...I-1 Schedule "J" - Information Concerning Resulting Issuer...J-1 Schedule "K" - CWE Annual Audited Financial Statements for The Year Ended December 31, 2025...K-1 Schedule "L" - CWE Annual MD&A for the Year Ended December 31, 2025...L-1 Schedule "M" - CWE Annual MD&A for the Year Ending December 31, 2024...M-1 Schedule "N" - Change of Auditor Package...N-1

NEURAL THERAPEUTICS INC.

120 Adelaide Street West, Suite 900, Toronto, ON M5H 3V1 www.neuraltherapeutics.ca

MANAGEMENT INFORMATION CIRCULAR

As at April 15, 2026 (unless otherwise indicated)

This Management Information Circular (the "Circular") is furnished in connection with the solicitation of proxies by management of Neural Therapeutics Inc. (the "Neural") for use at the annual and special meeting (the "Meeting") of the holders ("Neural Shareholders") of common shares in the capital of Neural ("Neural Shares") to be held on May 25, 2026, at the time, place and for the purposes set forth in the accompanying Notice of the Meeting.

VIRTUAL AND TELEPHONE ACCESS

Neural Shareholders are encouraged to vote on the matters before the Meeting by proxy. Neural Shareholders and any other interested persons who are unable or not permitted to attend the meeting in person have the opportunity to listen to a live audio-cast of the meeting at 10:00 a.m. (EDT) on May 25, 2026, which audio-cast can be accessed by Zoom Webinar by Online Link URL:

Link: https://zoom.us/j/98620551372?pwd=pbJPiyuA2TRJaDUylACGQCnGVJsj1S.1 Toll-Free Dial-In USA and Canada: (647) 558-0588 or (669) 444-9171 Meeting ID: 986 2055 1372; Participant Code: 825214

Please note it is recommended that you dial-in 10 minutes prior to the start of the meeting. This call will be listen-only and shareholders will not be able to vote or speak at, or otherwise participate in, the meeting via the webinar. Neural Shareholders will not be able to vote over the conference line but will be able to ask questions of management at the conclusion of the Meeting. Should any additional change(s) to the Meeting, updates will be posted on Neural's website and/or by press release.

NOTICE-AND-ACCESS

Neural has elected to use the notice-and-access procedure ("Notice-and-Access") under National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102") and National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") for the delivery of the Meeting materials ("Meeting Materials") to all Neural Shareholders for the Meeting.

Under the provisions of Notice-and-Access, all Neural Shareholders will receive a Notice-and-Access Notice ("Notice") containing information on how they can access the Meeting Materials electronically (instead of receiving a printed copy) or, alternatively, how they can receive a printed copy of those Meeting Materials. Neural Shareholders will also receive a proxy or a voting instruction form enabling them to vote at the Meeting. The Meeting Materials will be posted on Neural's website at: www.neuraltherapeutics.ca as of April 24, 2026, and will remain on the website for one (1) year thereafter.

The Meeting Materials will also be available under Neural's SEDAR+ profile at www.sedarplus.ca as of April 24, 2026. The use of Notice-and-Access is an environmentally friendly and cost-effective way to distribute the materials for the Meeting because it reduces printing, paper and postage.

Neural has also elected to use procedures known as "stratification" in relation to its use of the Notice-and-Access provisions. Stratification occurs when Neural while using the Notice-and-Access, provides a paper copy of the Notice of Meeting and Circular to some Neural Shareholders. In relation to the Meeting, certain Registered Shareholders and Beneficial Shareholders that have previously requested to receive paper materials will receive a paper copy of each of the Notice of the Meeting, this Circular, form of proxy and the financial statements of Neural, whereas all other Neural Shareholders will receive only a notification regarding the use of the Notice-and-Access Provisions and a voting instruction form. Neural Shareholders are reminded to review this Circular before voting.

Neural Shareholders with questions about the Notice-and-Access provisions or wishing to obtain paper copies of the Meeting materials can contact Neural's transfer agent, Odyssey Trust Company ("Odyssey"), online via www.odysseycontact.com.

A request for paper copies (which are required in advance of the Meeting) should be sent so that they are received by Odyssey by May 9, 2026 in order to allow sufficient time for Neural Shareholders to receive their paper copies and to return (a) their form of proxy; or (b) their voting instruction form to their Intermediaries by the deadline for submitting their proxy or voting instruction form, as applicable.

SOLICITATION OF PROXIES

The cost of solicitation by or on behalf of management will be borne by Neural. Neural may reimburse brokers, custodians, nominees and other fiduciaries for their reasonable charges and expenses incurred in forwarding the proxy material to beneficial owners of Neural Shares. It is expected that such solicitation will be primarily by mail. In addition to solicitation by mail, certain officers, directors and employees of Neural may solicit proxies by telephone or personally. These persons will receive no compensation for such solicitation other than their regular salaries.

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other proxy solicitation services. In accordance with NI 54-101, arrangements have been made with brokerage houses and clearing agencies, custodians, nominees, fiduciaries or other intermediaries to deliver the Meeting Materials to the beneficial owners of Neural Shares held of record by such parties. Neural may reimburse such parties for reasonable fees and disbursements incurred by them in doing so. Neural may also retain, and pay a fee to, one or more professional proxy solicitation firms to solicit proxies from the Neural Shareholders in favour of the matters set forth in the Notice.

APPOINTMENT OF PROXY HOLDERS AND REVOCATION OF PROXIES

Neural Shares represented by the accompanying form of proxy (if the same is properly executed in favour of Ian Campbell, Chief Executive Officer or failing him, John Durfy, Chairman, collectively the management nominees, and is received at the offices of Odyssey Trust Company ("Odyssey") not later than 10:00 a.m. (Toronto time) May 21, 2026, or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned Meeting) will be voted at the Meeting, and where a choice is specified in respect of any matter to be acted upon, will be voted in accordance with the specifications made. In the absence of such a specification, such Neural Shares will be voted in favour of such matter. The form of proxy sets out specific instructions for completing and returning the proxy in order to be properly counted at the Meeting.

The accompanying form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the annexed notice of Meeting, and with respect to other matters which may properly come before the Meeting. At the date hereof, management of Neural knows of no such amendments, variations or other matters.

Each Neural Shareholder has the right to appoint a person other than the persons named in the accompanying form of proxy, who need not be a Neural Shareholder, to attend and act for him or her and on his or her behalf at the Meeting. Any Neural Shareholder wishing to exercise such right may do so by inserting in the blank space provided in the accompanying form of proxy the name of the person whom such Neural Shareholder wishes to appoint as proxy and by duly depositing such proxy, or by duly completing and depositing another proper form of proxy.

A Neural Shareholder who has given a proxy may revoke it at any time insofar as it has not been exercised. A proxy may be revoked, as to any matter on which a vote shall not already have been cast pursuant to the authority conferred by such proxy, by instrument in writing executed by the Neural Shareholder or by his or her attorney authorized in writing or, if such Neural Shareholder is a body corporate, by an officer or attorney thereof duly authorized, and deposited with Neural c/o Odyssey at the address set out in the proxy, before May 21, 2026 10:00 A.M., or thereafter with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof, and upon either of such deposits the proxy is revoked. A proxy may also be revoked in any other manner permitted by law.

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EXERCISE OF DISCRETION BY PROXIES

Neural Shares represented by proxies in favour of management nominees will be voted or withheld from voting in accordance with the instructions of the Registered Shareholder on any ballot that may be called for and, if a Registered Shareholder specifies a choice with respect to any matter to be acted upon at the Meeting, such Neural Shares represented by the proxy shall be voted accordingly. Where no choice is specified, the proxy will confer discretionary authority and will be voted for the election of directors, for the appointment of auditors and the authorization of the directors to fix their remuneration and for each item of special business, as stated elsewhere in this Circular.

The enclosed form of proxy also confers discretionary authority upon the persons named therein to vote with respect to any amendments or variations to the matters identified in the Notice and with respect to other matters which may properly come before the Meeting in such manner as such nominee in his judgment may determine. At the time of printing this Circular, the management of Neural knows of no such amendments, variations or other matters to come before the Meeting.

REGISTERED SHAREHOLDERS

A holder of Neural Shares who appears on the records maintained by Neural or its registrar and transfer agent as a registered holder of Neural Shares (each a "Registered Shareholder") may vote in person at the Meeting or may appoint another person to represent such Registered Shareholder as proxy and to vote their Neural Shares of such Registered Shareholder at the Meeting. In order to appoint another person as proxy, a Registered Shareholder must complete, execute and deliver the form of proxy accompanying this Circular, or another proper form of proxy, in the manner specified in the Notice.

Registered Shareholders are asked to return their proxy forms using one of the following methods by 10:00 a.m. (Toronto time) on May 21, 2026 (the "proxy cut-off time") or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned Meeting:

BY MAIL: Odyssey Trust Company 1100-67 Yonge Street Toronto, ON, M5E 1J8

BY INTERNET: https://vote.odysseytrust.com/

You will be prompted to enter your control number which is located on the proxy. You may also appoint a person other than the persons designated on this form of proxy by following the instructions provided on the website.

BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance to many Neural Shareholders as a substantial number of Neural Shareholders do not hold Neural Shares in their own names. A Neural Shareholder is a non-registered shareholder (referred to in this Circular as "Beneficial Shareholders") if: (i) an intermediary (such as a bank, trust company, securities dealer or broker, trustee or administrator of a registered retirement savings plan, registered retirement income fund, deferred profit sharing plan, registered education savings plan, registered disability savings plan or tax-free savings account), or (ii) a clearing agency (such as CDS Clearing and Depository Services Inc.), of which the intermediary is a participant (in each case, an "Intermediary"), holds Neural Shares on behalf of such Neural Shareholder.

Distribution of Meeting Materials to Beneficial Holders

In accordance with NI 54-101, Neural is distributing copies of a voting instruction form in lieu of a proxy provided by Neural, to Intermediaries for distribution to Beneficial Shareholders and such Intermediaries are to forward a voting instruction form in lieu of a proxy provided by Neural, to each Beneficial Shareholder (unless the Beneficial Shareholder has declined to receive such materials). Applicable regulatory policy requires Intermediaries to seek voting instructions from Beneficial Shareholders in advance of Shareholders' meetings. Every Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their Neural Shares are voted at the Meeting. Often the form of proxy supplied to a Beneficial Shareholder by its

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Intermediary is identical to the form of proxy provided to Registered Shareholders. However, its purpose is limited to instructing the Registered Shareholders how to vote on behalf of the Beneficial Shareholder.

Intermediaries often use a service company (such as Broadridge Financial Solutions Inc. ("Broadridge"), to permit the Beneficial Shareholders to direct the voting of Neural Shares held by the Intermediary on behalf of the Beneficial Shareholder. Neural is paying Broadridge to deliver, on behalf of the Intermediaries, a copy of a voting instruction form in lieu of a proxy provided by Neural, to each "non-objecting beneficial owner" ("NOBO") and each "objecting beneficial owner" ("OBO") (as those terms are defined in NI 54-101). Broadridge mails those forms to the Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Neural Shares to be represented at the Meeting. A Beneficial Shareholder cannot use the voting instruction form to vote shares directly at the Meeting. The voting instruction form must be returned to Broadridge well in advance of the Meeting in order to have their Neural Shares voted.

Since Neural does not have access to the names of its Beneficial Shareholders, if a Beneficial Shareholder attends the Meeting, Neural will have no record of the Beneficial Shareholder's shareholdings or of its entitlement to vote unless the Beneficial Shareholder's nominee has appointed the Beneficial Shareholder as proxyholder. Therefore, a Beneficial Shareholder who wishes to vote by attending the Meeting must insert its own name in the space provided on the voting instruction form sent to the Beneficial Shareholder by its nominee, and sign and return the voting instruction form by following the signing and returning instructions provided by its nominee. By doing so, the Beneficial Shareholder will be instructing its nominee to appoint the Beneficial Shareholder as proxyholder. The Beneficial Shareholder should not otherwise complete the voting instruction form as its vote will be taken at the Meeting.

Subject to the provisions of NI 54-101, issuers may request and obtain a list of their NOBOs from Intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution of proxy-related materials to such NOBOs. If you are a NOBO and Neural or its agent has sent the Meeting Materials directly to you, your name, address and information about your holdings of Neural Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding Neural Shares on your behalf.

Neural's OBOs can expect to be contacted by their Intermediary. Neural does not intend to pay for Intermediaries to deliver the Meeting Materials to OBOs and it is the responsibility of such Intermediaries to ensure delivery of the Meeting Materials to their OBOs.

Voting by Beneficial Holders

Neural Shares held by Beneficial Holders can only be voted or withheld from voting at the direction of the Beneficial Holder. Without specific instructions, Intermediaries or clearing agencies are prohibited from voting Neural Shares on behalf of Beneficial Holders. Therefore, each Beneficial Holder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting. The various Intermediaries have their own mailing procedures and provide their own return instructions to Beneficial Holders, which should be carefully followed by Beneficial Holders in order to ensure that their Neural Shares are voted at the Meeting.

Beneficial Holders will receive either a voting instruction form or, less frequently, a form of proxy. The purpose of these forms is to permit Beneficial Holders to direct the voting of Neural Shares they beneficially own. Beneficial Holders should follow the procedures set out below, depending on which type of form they receive.

Voting Instruction Form. In most cases, a Beneficial Holder will receive, as part of the Meeting Materials, a voting instruction form (a "VIF"). If the Beneficial Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Beneficial Holder's behalf), the VIF must be completed, signed and returned in accordance with the directions on the form.

or,

Form of Proxy. Less frequently, a Beneficial Holder will receive, as part of the Meeting Materials, a form of proxy that has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Neural Shares beneficially owned by the Beneficial Holder but which is otherwise not completed. If the Beneficial Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Beneficial Holder's

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behalf), the Beneficial Holder must complete and sign the form of proxy and deliver it in accordance with the directions on the form.

Voting by Beneficial Holders at the Meeting

Although a Beneficial Holder may not be recognized directly at the Meeting for the purposes of voting Neural Shares registered in the name of an Intermediary or a clearing agency, a Beneficial Holder may attend the Meeting as proxyholder for the Registered Shareholder who holds Neural Shares beneficially owned by such Beneficial Holder and vote such Neural Shares as a proxyholder. A Beneficial Holder who wishes to attend the Meeting and to vote their Neural Shares as proxyholder for the Registered Shareholder who holds Neural Shares beneficially owned by such Beneficial Holder, should (a) if they received a VIF, follow the directions indicated on the VIF; or (b) if they received a form of proxy strike out the names of the persons named in the form of proxy and insert the Beneficial Holder's or its nominee's name in the blank space provided. Beneficial Holders should carefully follow the instructions of their Intermediaries, including those instructions regarding when and where the VIF or the form of proxy is to be delivered.

All references to shareholders in the Meeting Materials are to Registered Shareholders as set forth on the list of registered shareholders of Neural as maintained by Odyssey, unless specifically stated otherwise.

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

Statements contained in this Circular that are not historical facts are forward-looking statements within the meaning of Canadian securities legislation and under the United States Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements with respect to: (i) the completion and the effective date (the "Effective Date") of Neural acquiring the remaining 69.25% equity in interest ("Series B Transactions") in CWE European Holdings Inc. ("CWE"); (ii) the timing for delivery of direct registration statements and certificates representing the securities following the completion of Series B Transactions; (iii) the anticipated benefits and timing of the Series B Transactions and other matters to occur concurrently with Series B Transactions, including but not limited to consolidation of Neural Shares on the basis of one new Neural Share for every four existing Neural Shares outstanding ("Consolidation"), Neural changing its name to "Hanf.com Inc." or such other name as may be agreed upon by the parties ("Name Change") and election of directors; (iv) certain business and financial information disclosed about Neural; and (v) certain business and financial information disclosed about CWE.

In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "scheduled", "estimates", "intends", "objectives", "potential", "possible", "believes" or variations of such words and phrases or stating that certain actions, events or results "may", "could", "would", "might" or "will be taken", or "occur". These forward-looking statements and forward-looking information are based, in part, on assumptions and factors that may change, thus causing actual results or achievements to differ materially from those expressed or implied by the forward-looking statements or forward-looking information. Such assumptions and factors include: (i) the approval of the special resolution of Neural Shareholders, to approve the Series B Transactions (the "Series B Transactions Resolution"); and (ii) the receipt of the required governmental and regulatory approvals and consents.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Neural, post- Series B Transactions, to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those set forth in the forward-looking statements and forward-looking information include, but are not limited to risks related to: (i) the limited operating history and lack of earnings history of Neural; (ii) limited earnings history of CWE; (iii) competition from other companies in the industries in which Neural and CWE operate; (iv) changes to government regulations regulating industries in which Neural and CWE operate; (v) changes to securities legislation; (vi) dependence on key personnel; (vii) conflicts of interest of directors and officers of Neural and CWE; (viii) general and local economic conditions; (ix) changes in interest rates; (x) availability of equity and debt financing to fund operations; (xi) lack of a liquid market for the securities of Neural; (xii) operational risks; (xiii) conclusions or economic evaluations; (xiv) delays in obtaining governmental approvals; and (xv) other risks factors described from time to time in the documents filed by Neural with applicable securities regulators, including in this Circular under the heading "Risk Factors".

Although Neural has attempted to identify important factors that could affect Neural and may cause actual actions, events

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or results to differ materially from those described in forward-looking statements or forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements and information. Accordingly, readers should not place undue reliance on forward-looking statements or forward-looking information. The forward-looking statements and forward-looking information in this Circular are made based on management's beliefs, estimates and opinions on the date the statements are made and Neural does not undertake any obligation to publicly update forward-looking statements and forward-looking information contained herein to reflect events or circumstances after the date hereof, except as required by law. Certain historical and forward-looking information contained or incorporated by reference in this Circular has been provided by, or derived from information provided by, certain persons other than Neural. Although Neural does not have any knowledge that would indicate that any such information is untrue or incomplete, Neural assumes no responsibility for the accuracy and completeness of such information or the failure by such other persons to disclose events which may have occurred or may affect the completeness or accuracy of such information but which is unknown to Neural.

NOTE TO UNITED STATES SHAREHOLDERS

Neural's securities have not been approved or disapproved by the United States Securities and Exchange Commission (the "SEC") or by the securities regulatory authorities of any state of the United States, nor has the SEC or any such securities regulatory authority passed upon the accuracy or adequacy of this Circular or the transactions contemplated hereby. Any representation to the contrary is a criminal offence.

The solicitation of proxies and the transactions contemplated by this Circular are being undertaken by a Canadian issuer in accordance with applicable Canadian corporate and securities laws. Accordingly, the solicitation of proxies is not subject to the proxy solicitation requirements of Section 14(a) of the United States Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), in reliance on exemptions available to "foreign private issuers" (as such term is defined in Rule 3b-4 under the U.S. Exchange Act).

This Circular has been prepared in accordance with the disclosure requirements of Canadian securities laws, which differ in material respects from the disclosure requirements applicable to U.S. domestic issuers under the United States Securities Act of 1933, as amended, and the U.S. Exchange Act. U.S. shareholders should be aware that such requirements differ from those applicable to registration statements and proxy statements prepared under U.S. securities laws.

The financial statements and other financial information included or incorporated by reference in this Circular have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board and are subject to auditing and auditor independence standards applicable in Canada. Accordingly, such financial statements may not be comparable to financial statements of U.S. companies prepared in accordance with United States generally accepted accounting principles.

U.S. shareholders should be aware that the transactions described in this Circular may have tax consequences for shareholders who are residents or citizens of the United States. Such tax consequences are not described in this Circular. U.S. shareholders are urged to consult their own tax advisors regarding the particular U.S. federal, state, local and other tax consequences applicable to them in light of their individual circumstances.

The enforcement of civil liabilities under U.S. federal securities laws may be affected adversely by the fact that Neural is organized under the laws of a jurisdiction outside the United States, that most of its directors and officers reside outside the United States, and that a substantial portion of its assets may be located outside the United States. As a result, it may be difficult or impossible for U.S. shareholders to effect service of process within the United States upon Neural or its directors or officers, or to enforce judgments obtained in U.S. courts based on civil liabilities under U.S. securities laws. In addition, it may be difficult for U.S. shareholders to enforce, in original actions, liabilities predicated upon U.S. federal or state securities laws in Canadian courts.

No broker, dealer, salesperson or other person has been authorized to give any information or make any representation other than those contained in this Circular, and, if given or made, such information or representation must not be relied upon as having been authorized by Neural.

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REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES

The historical financial statements of Neural contained in this Circular are reported in Canadian dollars and have been prepared in accordance with IFRS. All references to dollar amounts or "$" amount in this Circular are to Canadian dollars unless stated otherwise or the context otherwise requires.

INTERESTS OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Certain directors, executive officers and companies affiliated with them may be considered to have an interest in the matters to be acted upon at the Meeting as a result of their direct or indirect interests in the Series B Transactions (as hereinafter defined). Such interests include, without limitation, interests arising from the transfer of securities, the forgiveness or settlement of indebtedness, and related ancillary transactions. All such interests are described elsewhere in this Circular, including under the heading "Particulars of Matters to be Acted Upon - Approval of Series B Transactions with CWE".

Other than as disclosed in this Circular, no director or executive officer of Neural, nor any associate or affiliate of any such person, has any material interest, direct or indirect, in the matters to be acted upon at the Meeting that differs from the interests of shareholders generally.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The board of directors (the "Board") of Neural has fixed April 13, 2026 as the record date (the "Record Date") for determining persons entitled to receive notice and to vote at the Meeting and any adjournment(s) thereof. Only those Neural Shareholders who are recorded as such holders as at the close of business on the Record Date may attend the Meeting or vote at the Meeting by completing, signing and delivering a form of proxy in the manner and subject to the provisions described above and have their respective securities voted at the Meeting.

The authorized voting securities of Neural consist of an unlimited number of Neural Shares. As at the Record Date, there are 169,200,537 Neural Shares issued and outstanding, each carrying the right to one (1) vote at the Meeting per Neural Share.

Holders of fractional Neural Shares are entitled to receive any dividend declared on the Neural Shares in an amount equal to the dividend per Neural Shares multiplied by the fraction thereof held by such holder.

In the event of the liquidation, dissolution or winding-up of Neural, whether voluntary or involuntary, or in the event of any other distribution of assets of Neural among its shareholders for the purpose of winding up its affairs, Neural Shareholders will be entitled to participate rateably along with all Neural Shareholders. Each fraction of a Neural Shares will be entitled to the amount calculated by multiplying such fraction by the amount payable per whole Neural Shares.

To the knowledge of Neural's directors and officers, and based on existing information as of the date hereof, no person or company currently owns, controls or directs, directly or indirectly, voting securities of Neural carrying 10% or more of the voting rights attached to any class of voting securities of Neural.

QUORUM AND VOTES NECESSARY TO PASS RESOLUTIONS

The quorum for the transaction of business at the Meeting consists of person(s) present and holding or representing by proxy not less than ten percent (10%) of the total number of issued Neural Shares having voting rights at the Meeting.

An affirmative vote of 66 2/3% of the votes cast in person or by proxy at the Meeting is required to pass the special resolutions described herein. In addition, the Series B Transactions Resolution must be approved by a majority of the votes cast in person or by proxy thereon at the Meeting, excluding the votes of persons whose votes must be excluded in accordance with MI 61-101 (as defined herein). We anticipate that 99,304,576 Neural Shares will be excluded from this majority of the minority vote. A simple majority of affirmative votes cast at the Meeting is required to pass the ordinary resolutions described herein. If there are more nominees for election as directors than there are vacancies to fill, those

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nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled.

PRESENTATION OF FINANCIAL STATEMENTS AND PRO FORMA FINANCIAL INFORMATION

The annual financial statements of Neural for the financial years ended July 31, 2025, 2024 and 2023, together with the auditor's reports thereto and the related MD&As, all of which may be obtained from SEDAR+ at www.sedarplus.ca, will be presented to Neural Shareholders at the Meeting.

The unaudited pro forma financial information of the Resulting Issuer is included in this Circular as Schedule "G" which gives effect to the Series B Transactions and certain related adjustments described in the notes accompanying such financial information. The unaudited pro forma statement of financial position of the Resulting Issuer as at January 31, 2026 gives effect to the Series B Transactions as if they had closed on January 31, 2026. The unaudited pro forma financial information should be read together with the other financial information contained in or incorporated by reference in this Circular.

The unaudited pro forma financial information is presented for illustrative purposes only and does not necessarily reflect what the Resulting Issuer's financial condition and results of operations following implementation of the Series B Transactions would have been had the Series B Transactions occurred on the dates indicated. It also may not be useful in predicting the future financial condition and results of the operations of the Resulting Issuer following implementation of the Series B Transactions. The actual financial position and results of operations of Neural following implementation of the Series B Transactions may differ significantly from the pro forma amounts reflected in the unaudited pro forma financial information due to a variety of factors.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in the Circular from documents filed with the various securities commissions or similar regulatory authorities in British Columbia, Alberta, Ontario and Quebec. Copies of the documents incorporated herein by reference may be obtained on request without charge from Neural at 120 Adelaide Street West, Suite 900, Toronto, ON M5H 3V1 (telephone: +1 (647) 697-NURL (6875)) and are also available electronically under Neural's profile on SEDAR+ at www.sedarplus.ca.

The following documents filed by Neural with the securities regulatory authorities in British Columbia, Alberta, Ontario and Quebec are specifically incorporated by reference into, and form an integral part of, this Circular:

the audited financial statements of Neural as at, and for the financial years ended, July 31, 2025, 2024, and 2023, together with the auditors' report thereon and the notes thereto;
MD&A of Neural for the financial years ended July 31, 2025, 2024 and 2023;
the unaudited condensed interim consolidated financial statements of Neural for the three- and six- months ended January 31, 2026 and 2025, together with the notes thereto;
MD&A of Neural for the three- and six- months ended January 31, 2026 and 2025;
the material change report of dated May 28, 2025 in respect of Neural and CWE entering into SIO Agreement (as hereinafter defined), and an accompanying copy thereof;
the CSE Form 2A Listing Statement dated March 7, 2025, prepared to qualify Neural Shares for listing on the CSE;
Form 51-102F4 – Business Acquisition Report dated October 26, 2025, in respect of Neural's acquisition of 30.75% interest in CWE pursuant to Neural's exercise of the Series A Option (as defined herein) and acquisition of a 30.75% interest in CWE; and
the material change report of Neural dated August 13, 2025, in respect of Neural's exercise of the Series A Option and acquisition of a 30.75% interest in CWE, and Amalgamation Agreement A thereto (as defined herein).

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Circular to the extent that a statement contained in this Circular or in any

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subsequently filed document that also is or is deemed to be incorporated by reference herein modifies, replaces or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Circular. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. Such a modifying or superseding statement shall not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

INFORMATION CONTAINED IN THIS CIRCULAR

The information contained in this Circular is given as at the Record Date, unless otherwise noted. No person has been authorized to give any information or to make any representation in connection with the Series B Transactions and other matters described herein other than those contained in this Circular and, if given or made, any such information or representation should be considered not to have been authorized by Neural.

This Circular does not constitute the solicitation of an offer to purchase any securities or the solicitation of a proxy by any person in any jurisdiction in which such solicitation is not authorized or in which the person making such solicitation is not qualified to do so or to any person to whom it is unlawful to make such solicitation.

Information contained in this Circular should not be construed as legal, tax or financial advice and Neural Shareholders are urged to consult their own professional advisers in connection therewith.

Descriptions in the body of this Circular of the terms of the strategic investment and option agreement dated May 28, 2025, as amended on February 13, 2026 and March 25, 2026 (the "SIO Agreement") and the Series B Transactions are merely summaries of the terms of those documents. Neural Shareholders should refer to the full text of the SIO Agreement for complete details of those documents. The full text of the SIO Agreement and relevant amendments are attached to this Circular as Schedule "B".

CURRENCY

Unless otherwise indicated herein, references to "$", "Cdn$", "CAD" or "Canadian dollars" are to Canadian dollars, and references to "US$", "USD" or "U.S. dollars" are to United States dollars.

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GLOSSARY OF TERMS

"2023 Neural Meeting" means the annual and special meeting of Neural Shareholders held on January 6, 2023 at which, Neural Shareholders approved, among other things, (i) the election of directors, (ii) the appointment of auditors, (iii) a consolidation of Neural Shares; (iv) the adoption of the Option Plan; and (v) the adoption of the RSU Plan;

"Advisory Fee Shares" means an aggregate of 1,937,600 CWE Newco B Shares issued by CWE Newco B to an arm's-length third party as consideration for advisory services provided in connection with the Series B Transactions;

"Affiliate" has the meaning ascribed thereto under the Securities Act;

"Amalco A" means the corporation formed pursuant to Amalgamation A, being 1001325864 Ontario Inc.

"Amalco B" means the amalgamated corporation resulting and continuing from Amalgamation B;

"Amalco C" means the amalgamated corporation resulting and continuing from Amalgamation C;

"Amalco D" means the amalgamated corporation resulting and continuing from Amalgamation D;

"Amalgamation A" means the amalgamation completed on August 13, 2025, under the provisions of Section 174 of the OBCA, pursuant to which CWE Newco A (1001257528 Ontario Inc.) and 1001276191 Ontario Inc., a wholly-owned subsidiary of Neural, amalgamated to form Amalco A.

"Amalgamation B" means the amalgamation of CWE Newco B and Neural Subco B to be completed by way of a "three-cornered amalgamation" under the provisions of Section 174 of the OBCA and pursuant to the terms of the SIO Agreement and related documents thereto;

"Amalgamation C" means the amalgamation of CWE Newco C and Neural Subco C to be completed by way of a "three-cornered amalgamation" under the provisions of Section 174 of the OBCA and pursuant to the terms of the SIO Agreement and related documents thereto;

"Amalgamation D" means the amalgamation of Amalco A, Amalco B and Amalco C by way of a "horizontal short-form amalgamation" to form Amalco D under the provisions of Section 177 of the OBCA and pursuant to the terms of the SIO Agreement and related documents thereto;

"AO" means the German Fiscal Code (Abgabenordnung), as amended from time to time, which governs tax administration, tax offences and regulatory enforcement by German tax and customs authorities.

"Arrangement Agreement" means the amended and restated arrangement agreement dated effective February 24, 2023 between Vertical Peak and Neural;

"Arrangement" or "Plan of Arrangement" means the plan of arrangement attached as Schedule "A" to the Arrangement Agreement, which was completed by Vertical Peak and Neural on May 23, 2023;

"Articles" means the articles of incorporation of Neural, as from time to time amended or restated;

"Associate" has the meaning ascribed thereto under the Securities Act;

"Audit Committee" means the audit committee of the Board;

"Authorities" means any: (i) multinational, federal, provincial, state, municipal, local or foreign governmental or public department, court, or commission, domestic or foreign; (ii) subdivision or authority of any of the foregoing; or (iii) quasi-governmental or self-regulatory organization exercising any regulatory, expropriation or taxing authority under or for the account of its members or any of the above;

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"B2B" means business-to-business sales, referring to wholesale distribution of products to third-party retailers, kiosks, service stations and other resellers;

"B2C" means business-to-consumer sales, referring to products sold directly to end-consumers through CWE’s e-commerce platform or retail stores;

"Board" means the duly appointed board of directors of Neural;

"Builder Shares" means, pursuant to CSE Policies, any security issued or issuable upon conversion of another security to: (a) any Person for less than $0.02 per security; (b) a Related Person to the Company for the purchase of an asset with no acceptable supporting valuation; (c) a Related Person to settle a debt or obligation for less than the last issued price per security; or (d) a Related Person for the primary purpose of increasing that Related Person’s interest in the Company without a corresponding tangible benefit to the Company;

"BGB" means the German Civil Code (Bürgerliches Gesetzbuch), which sets out Germany’s core private/civil law framework, including (among other matters) contracts, obligations, and property rights;

"BfArM" means the German Federal Institute for Drugs and Medical Devices (Bundesinstitut für Arzneimittel und Medizinprodukte), the federal agency responsible for licensing and oversight of medical cannabis and pharmaceuticals in Germany;

"BGH" means the German Federal Court of Justice (Bundesgerichtshof), Germany’s highest court of ordinary jurisdiction for civil and criminal matters;

"BLE" means the German Federal Office for Agriculture and Food (Bundesanstalt für Landwirtschaft und Ernährung), a federal authority responsible for administering and supporting agriculture- and food-related programs and regulatory matters in Germany;

"BMG" means the German Federal Ministry of Health (Bundesministerium für Gesundheit), the federal ministry responsible for health policy and related legislative and regulatory matters in Germany;

"BtMG" means the German Narcotics Act (Betäubungsmittelgesetz), the primary statute regulating narcotic drugs and controlled substances in Germany.

"BVL" means the German Federal Office of Consumer Protection and Food Safety (Bundesamt für Verbraucherschutz und Lebensmittelsicherheit), the federal authority responsible for consumer protection and food-safety oversight and coordination in Germany;

"By-Laws" means the by-laws of Neural, as may be amended time to time;

"Campbell Consulting Agreement" means the consulting agreement signed between Neural and Ian Campbell, dated November 15, 2024, which replaced the Campbell Employment Agreement;

"Campbell Employment Agreement" means the employment agreement signed between Neural and Ian Campbell, dated September 16, 2021, terminated on November 15, 2024 and replaced by the Campbell Consulting Agreement;

"CanG" means the German federal Cannabis Act (Cannabisgesetz), being an article law that entered into force on April 1, 2024 and that, among other things, introduced the KCanG and the MedCanG, and made related amendments affecting cannabis regulation in Germany;

"Cayetano Agreement" means the service agreement between Cayetano University and Neural dated August 4, 2022 as supplemented on January 3, 2023 and December 20, 2024, pursuant to which Cayetano University has agreed to assist Neural with completing work related to ingredient safety (including toxicology tests to ensure the a required standard of reasonable expectation of safety for human consumption is met), identity testing and specifications;

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"Cayetano University" means Cayetano Heredia University, a private non-profit university located in Lima, Peru;

"CBD" means cannabidiol, a non-euphoric chemical compound found in cannabis;

"CBG" means cannabigerol, a cannabinoid found in cannabis/hemp that is generally regarded as non-intoxicating;

"CDU" means the Christian Democratic Union of Germany (Christlich Demokratische Union Deutschlands), a political party in Germany;

"CEO" means an individual who acted as Chief Executive Officer of Neural, or acted in a similar capacity, for any part of the most recently completed financial year;

"CFO" means an individual who acted as Chief Financial Officer of Neural, or acted in a similar capacity, for any part of the most recently completed financial year;

"Change of Board Time" has the meaning ascribed to it under the heading "Particulars of the Matters to be Acted Upon – Election of Directors";

"Circular" means this management information circular containing among other things, disclosure in respect of the Series B Transactions and prospectus level disclosure in respect of the Resulting Issuer following completion of the Series B Transactions, the Consolidation and the Name Change together with all appendices, distributed by Neural to Neural Shareholders in connection with the Meeting and filed with such Authorities in Canada as are required by the SIO Agreement, or otherwise as required by applicable Laws;

"Closing Date" means the closing date of the Series B Transactions, which subject to CSE approval, shall be the deemed date on which Neural completed the Fundamental Change and became the Resulting Issuer;

"Company" or "Neural" refers to Neural Therapeutics Inc., the company incorporated pursuant to the laws of the Province of Ontario;

"Compensation Securities" means RSUs and Options;

"CosIng" means the European Commission's cosmetic ingredient database, an information resource compiling data on cosmetic substances and ingredients referenced in EU cosmetics legislation (including Regulation (EC) No. 1223/2009) and the glossary of common ingredient names used for cosmetic product labelling.

"Concurrent Financing" means the non-brokered private placement financing to be completed by CWE concurrently with, and as a condition to the completion of the Series B Transactions, pursuant to which CWE will issue up to $1,000,000 principal amount of CWE Debentures, with closing to occur immediately prior to the completion of the Series B Transactions.

"Consolidation" means the share consolidation of Neural Shares on the basis of one (1) post-Consolidation Neural Shares for every four (4) outstanding Neural Shares, to be approved at the Meeting;

"ConLimG" means the Bavarian Cannabis Consequences Limitation Act (Cannabis Consequences Limitation Act), being a Bavarian state law imposing additional restrictions relating to cannabis consumption beyond those set out in the federal KCanG;

"Current Slate" has the meaning ascribed to it under the heading "Particulars of the Matters to be Acted Upon – Election of Directors";

"CSA" means the Canadian Securities Administrators;

"CSC" or "CSCs" means a Cannabis Social Club or Cannabis Social Clubs, being adult-only, non-profit, member-based associations contemplated under the KCanG for the regulated cultivation and distribution of cannabis to members, subject

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to applicable licensing and operational requirements;

"CSE" means Canadian Securities Exchange;

"CSE Policies" means the rules and policies of the CSE in effect as of the date hereof;

"CWE" means CWE European Holdings Inc., a private corporation incorporated pursuant to the provisions of the Canada Business Corporations Act, which hold an interests in subsidiaries that own and operate physical retail and online hemp-based product stores in the State of Bavaria in Germany under the brand name "Hanf.com";

"CWE Advisory Warrants" means 800,000 common share purchase warrants of CWE Newco B issued to Ronnie Jaegermann, Chief Executive Officer of CWE in connection with services rendered to CWE, each exercisable to acquire one common share of CWE Newco B at an exercise price of $0.12 until August 1, 2028.

"CWE BAR" means the Form 51-102F4 - Business Acquisition Report of Neural dated October 26, 2025 filed under the Neural's profile on SEDAR+ www.sedarplus.ca in connection with Series A Option exercise;

"CWE CC Broker Warrants" means the common share purchase warrants of CWE issued pursuant to the Concurrent Financing, each entitling the holder thereof to acquire one (1) CWE Share at an exercise price of $0.12 per CWE Share for a period of 24 months from the date of issuance, subject to adjustment in accordance with their terms and will be exchanged for Resulting Issuer CC Broker Warrants in connection with Amalgamation B;

"CWE Debentures" means 9% unsecured convertible debentures of CWE to be issued by CWE pursuant to the Concurrent Financing, convertible into Resulting Issuer Shares at a conversion price of CAD $0.12 per Resulting Issuer Share for a period of two years from the date of issuance, subject to certain acceleration provisions.

"CWE Debenture Unit" means minimum denomination of CWE Debentures of $1,000 principal amount per CWE Debenture.

"CWE Newcos" means CWE Newco A, CWE Newco B and CWE Newco C and "CWE Newco" means any one of them as required by context;

"CWE Newco A" means 1001257528 Ontario Inc., a predecessor corporation to Amalco A, a corporation incorporated under the laws of the Province of Ontario which was initially wholly-owned Subsidiary of CWE for the sole purpose of effecting Amalgamation A;

"CWE Newco A Shares" means the common shares in the capital of CWE Newco A;

"CWE Newco B" means 1001257530 Ontario Inc., a new corporation incorporated under the laws of the Province of Ontario which will initially be a wholly-owned Subsidiary of CWE for the sole purpose of effecting Amalgamation B;

"CWE Newco B Replacement Warrants" means the 32,534,222 common share purchase warrants issued by CWE Newco B to certain former holders of previously issued common share purchase warrants of CWE entitling the holders thereof to purchase 32,534,222 CWE Newco B Shares at a price of $0.14 per CWE Newco B Share, which expire on April 7, 2027 and will be exchanged for Resulting Issuer Replacement Warrants in connection with Amalgamation B;

"CWE Newco B Shares" means the common shares in the capital of CWE Newco B;

"CWE Newco C" means 1001257530 Ontario Inc. a new corporation incorporated under the laws of the Province of Ontario which will initially be a wholly-owned Subsidiary of CWE for the sole purpose of effecting Amalgamation C, which for greater certainty is owned by the officers and directors of CWE, and certain founders of CWE;

"CWE Newco C Shares" means the common shares in the capital of CWE Newco C;

"CWE Reorganization" means the share exchange to be completed between CWE Shareholders and each of CWE Newco

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A, CWE Newco B, and CWE Newco C as described in section 2.1 of the SIO Agreement;

"CWE Shareholder" means a registered holder of CWE Shares, from time to time, and "CWE Shareholders" means all such holders;

"CWE Share" means the issued and outstanding common shares in the capital of CWE;

"CWE Subsidiaries" means all the subsidiaries of CWE presently consisting of: DCI Cannabis Institut GmbH, registered in Vaterstetten, Germany (HRB 217610), CWE Trading UG (now CWE Trading GmbH), Vaterstetten (HRB 250751), CWE Trading EINS GmbH, Vaterstetten (HRB 258135), CWE Trading ZWEI GmbH, Vaterstetten (HRB 258136), and CWE Holding Europe GmbH, Munich (HRB 258132);

"DCM" means Deutsche Cannabis Manufaktur;

"DHV" means Deutscher Hanfverband (German Hemp Association), an industry association and advocacy organization focused on cannabis and hemp policy and market issues in Germany;

"DNTW" means DNTW Toronto LLP;

"DTC" means The Depository Trust Company, a subsidiary of the Depository Trust & Clearing Corporation, which acts as a central securities depository providing settlement services for equities, corporate and municipal debt, and money market instruments in the United States;

"Durfy Agreement" means the consulting agreement between Neural and John Durfy dated November 1, 2022, pursuant to which John Durfy agreed to provide services as the Chairman of the Board, which was terminated on November 15, 2024;

"EC" means the European Commission, the executive body of the European Union responsible for, among other things, proposing and implementing EU legislation and overseeing the application of EU law;

"Effective Date" means May 23, 2023 the date on which the Plan of Arrangement became effective and Neural became a Reporting Issuer in the Reporting Jurisdictions;

"EFSA" means the European Food Safety Authority, the European Union agency that provides independent scientific advice and risk assessment relating to food and feed safety, including novel foods;

"EKOCAN" means Evaluation of the Cannabis Consumption Act, the evaluation process and related interim and final reports concerning the implementation and effects of the CanG, including the federal evaluation of the Cannabis Consumption Act.

"Escrow Agent" means Odyssey Trust Company, the escrow agent under the First Escrow Agreement and the Second Escrow Agreement;

"EU" means European Union;

"FDP" means the Free Democratic Party (Freie Demokratische Partei), a political party in Germany;

"First Escrow Agreement" means the escrow agreement entered into on the Effective Date with certain securityholders of Neural in connection with the resale restrictions set out in NP 46-201 applicable in connection with the completion of the Plan of Arrangement, which was superseded by the Second Escrow Agreement;

"FMICA" means FMI Capital Advisory Inc., a private Toronto-based merchant and investment banking group focused on corporate finance advisory services that Alex Storcheus, director of Neural is partner of and an indirect 30% owner of;

"FMICA Agreement" means the financial advisory agreement between Neural and FMICA, dated December 17, 2021,

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pursuant to which FMICA acts as the exclusive financial advisor to Neural;

"Fundamental Change" has the meaning ascribed to that term under CSE Policy 8 – Fundamental Changes and Changes of Business;

"GmbH-Gesetz" means the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung), which is the primary statute governing the formation, organization, corporate governance, and capital maintenance rules applicable to German limited liability companies (Gesellschaft mit beschränkter Haftung or "GmbH");

"Governance Guidelines" has the meaning ascribed to it under the heading "Report on Corporate Governance";

"HGB" means the German Commercial Code (Handelsgesetzbuch), which governs commercial law matters applicable to merchants and includes key requirements relating to bookkeeping, accounting, and financial reporting under German law;

"Horizon" means Horizon Assurance LLP;

"IFRS" means International Financial Reporting Standards as issued by the International Accounting Standards Board;

"Insider" has the meaning ascribed thereto under the Securities Act;

"Interlocking Shareholders" has the meaning ascribed to it under the heading "Particulars of the Matters to be Acted Upon – Approval of Series B Transactions with CWE - Minority Shareholder Approval Required under MI 61-101";

"KCanG" means the German federal Act on the Controlled Use of Cannabis for Non-Medical Purposes (Konsumcannabisgesetz), which forms part of the CanG and establishes the legal framework governing the cultivation, possession, distribution and consumption of cannabis for non-medical (consumer) purposes in Germany;

"Kreston" means Kreston GTA LLP, Licensed Public Accountants;

"Laws" means all laws, by-laws, statutes, rules, regulations, principles of law, orders, ordinances, protocols, codes, guidelines, policies, notices, directions and judgments or other requirements and the terms and conditions of any grant of approval, permission, authority or license of any Authority, to the extent each of the foregoing have the force of law, and the term "applicable" with respect to such laws and in a context that refers to one or more parties, means such laws as are applicable to such party or its business, undertaking, property or securities and emanate from a Person having jurisdiction over the party or parties or its or their business, undertaking, property or securities;

"LOI" means the non-binding letter of intent entered into by Neural and CWE on September 27, 2024 and amended on November 15, 2024, December 16, 2024 and January 24, 2025, whereby Neural and CWE proposed to enter into the definitive agreement, which was ultimately the SIO Agreement;

"Listing" means listing of Neural Shares on the CSE pursuant to the Neural Listing Statement on March 14, 2025;

"Listing Date" means March 17, 2025, being the date of listing of Neural Shares on the CSE;

"Management Appointees" means those persons named in the Proxy to vote Proxies on behalf of management of Neural at the Meeting;

"Maximum Financing" means the maximum aggregate gross proceeds of $1,000,000 to be raised pursuant to Concurrent Financing through the issuance of CWE Debentures.

"Maximum Permitted Discount" has the meaning attributed to it in the CSE Policies.

"MedCanG" means the German federal Act on Medical Cannabis (Medizinal-Cannabisgesetz), which forms part of the CanG and establishes the legal framework governing the prescription, manufacture, distribution and use of cannabis for

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medical purposes in Germany;

"Meeting" means the annual and special meeting of Neural Shareholders to be held on May 25, 2026 for the purpose of voting on the matters set out in the Notice dated April 15, 2026, including the Series B Transactions Resolution, and all other matters that may properly come before the meeting and any adjournment or postponement thereof;

"MD&A" means Management's Discussion and Analysis;

"MI 61-101" means Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions;

"Minimum Financing" means the minimum aggregate gross proceeds of $500,000 to be raised pursuant to the Concurrent Financing through the issuance of CWE Debenture Units.

"MSSI" means Marrelli Support Services Inc., a company that employed Omar Gonzalez, Neural's Chief Financial Officer;

"Minority Shareholder Approval" has meaning ascribed thereto in MI 61-101;

"Name Change" has the meaning ascribed to it under the heading "Particulars of the Matters to be Acted Upon – Approval of Name Change";

"Name Change Resolution" has the meaning ascribed to it under the heading "Particulars of the Matters to be Acted Upon – Approval of Name Change";

"NEO" or "Named Executive Officer" means each of the following individuals: (i) a CEO; (ii) a CFO; (iii) each of the three most highly compensated executive officers of Neural, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than C$150,000 for that financial year; and (iv) each individual who would be a NEO under paragraph (iii) but for the fact that the individual was neither an executive officer of Neural, nor acting in a similar capacity, at the end of that financial year;

"Neural Shareholders" means holders of Neural Shares;

"Neural Shares" means the common shares in the capital of Neural;

"Neural Subco A" means 1001325864 Ontario Inc. a corporation incorporated by Neural under the laws of the Province of Ontario as a wholly-owned Subsidiary of Neural for the sole purpose of effecting Amalgamation A;

"Neural Subco B" means 1001276194 Ontario Inc. a new corporation incorporated by Neural under the laws of the Province of Ontario as a wholly-owned Subsidiary of Neural for the sole purpose of effecting Amalgamation B;

"Neural Subco C" means 1001276195 Ontario Inc. a new corporation incorporated by Neural under the laws of the Province of Ontario as a wholly-owned Subsidiary of Neural for the sole purpose of effecting Amalgamation C;

"Neural Listing Statement" means the CSE Form 2A Listing Statement dated March 7, 2025 prepared to qualify Neural Shares for Listing;

"Neural Warrants" means 30,216,405 share purchase warrants, each exercisable into one Neural Share at various prices and various expiry dates, which represent all issued and outstanding VP Warrants, Pre-Listing Round Broker Warrants and Settlement Warrants as of the date of this Circular;

"New Slate" has the meaning ascribed to it under the heading "Particulars of the Matters to be Acted Upon – Election of Directors";

"NI 41-101" means National Instrument 41-101 – General Prospectus Requirements;

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"NI 45-102" means National Instrument 45-102 – Resale of Securities;

"NI 45-106" means National Instrument 45-106 – Prospectus Exemptions;

"NI 51-102" means National Instrument 51-102 – Continuous Disclosure Obligations;

"NI 52-110" means National Instrument 52-110 – Audit Committees;

"NI 58-101" means National Instrument 58-101 – Disclosure of Corporate Governance Practices;

"Notice" means the notice of meeting accompanying this Circular;

"NP 46-201" means National Policy 46-201 - Escrow for Initial Public Offerings;

"NP 58-201" means National Policy 58-201 – Corporate Governance Guidelines;

"NSCI" means Northern Star Capital Inc. a private company 100% owned by Alex Storcheus, a director of Neural;

"OBCA" means the Business Corporation Act (Ontario), as amended, including the regulations promulgated thereunder.

"Option" means a stock option of Neural issued pursuant to the Option Plan;

"Option Plan" means the stock option plan approved by Neural Shareholders at the 2023 Neural Meeting;

"Odyssey" means Odyssey Trust Company, Neural’s registrar and transfer agent.

"OSC" means the Ontario Securities Commission;

"OSC SN 51-720" has the meaning ascribed to it in "Schedule J - Information Concerning The Resulting Issuer – Foreign Operations";

"Person" means an individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted;

"Pre-Listing Round" means the non-brokered private placement offering of Neural Shares, at a price of $0.03 per Neural Share;

"Pre-Listing Round Broker Warrant" means a common share purchase warrant issued in connection with the Pre-Listing Round, with each warrant entitling the holder to purchase one Neural Share at an exercise price of $0.10 per Neural Share for a period ending on the date that is 24 months from issuance;

"Proposed Directors" has the meaning ascribed to it under the heading "Particulars of the Matters to be Acted Upon – Election of Directors";

"Proxy" means the form of proxy accompanying this Circular;

"Related Person" has the meaning attributed to it in the CSE Policies.

"Reporting Issuer" has the meaning ascribed thereto under the Securities Act;

"Reporting Jurisdictions" means the Provinces of Ontario, British Columbia, Alberta and Quebec;

"Resulting Issuer" means the Company after completion of the Series B Transactions, Consolidation and Name Change;

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"Resulting Issuer Advisory Warrants" means 800,000 common share purchase warrants of the Resulting Issuer to be issued to the holders of the CWE Advisory Warrants on the basis set out in Amalgamation Agreement B, each exercisable to acquire one common share of CWE Newco B at an exercise price of $0.12 for a period of 24 months from the Closing Date.

"Resulting Issuer Audit Committee" has the meaning ascribed to it in "Schedule J - Information Concerning The Resulting Issuer - Audit Committee";

"Resulting Issuer Board" means the duly appointed board of directors of the Resulting Issuer;

"Resulting Issuer CC Broker Warrants" means a common share purchase warrants of the Resulting Issuer issued upon the completion of the Series B Transactions in exchange for the CWE CC Broker Warrants, each entitling the holder thereof to acquire one (1) Resulting Issuer Share at an exercise price equivalent to $0.12 per Resulting Issuer Share, for a period of 24 month after the Closing Date, subject to adjustment in accordance with their terms.

"Resulting Issuer Convertible Securities" means Resulting Issuer Pre-Listing Round Broker Warrants, Resulting Issuer Settlement Warrants, Resulting Issuer Replacement Warrants, Resulting Issuer Options and Resulting Issuer RSUs;

"Resulting Issuer Debentures" means 9% unsecured convertible debentures of the Resulting Issuer to be issued by the Resulting Issuer in exchange for issued and outstanding CWE Debentures immediately upon completion of Series B Transactions on the basis of one CWE Debenture Unit for one Resulting Issuer Debenture Unit.

"Resulting Issuer Debenture Unit" means minimum denomination of Resulting Issuer Debentures of $1,000 principal amount per Resulting Issuer Debenture.

"Resulting Issuer Option Plan" has the meaning ascribed to it under the heading "Particulars of the Matters to be Acted Upon - Approval of Stock Option Plan";

"Resulting Issuer Option Plan Resolution" has the meaning ascribed to it under the heading "Particulars of the Matters to be Acted Upon - Approval of Stock Option Plan";

"Resulting Issuer Options" means stock options of the Resulting Issuer issued or issuable pursuant to the Resulting Issuer Option Plan approved by the Shareholders at the Meeting, including any replacement or continuing options issued in exchange for outstanding options of Neural in connection with the Series B Transactions;

"Resulting Issuer Pre-Listing Round Broker Warrants" means broker warrants of the Resulting Issuer issued as replacement securities for the Pre-Listing Round Broker Warrants of Neural, with the applicable exercise price adjusted to reflect the Consolidation.

"Resulting Issuer Replacement Warrants" means warrants to purchase Resulting Issuer Shares to be issued to the holders of the CWE Newco B Replacement Warrants on the basis set out in Amalgamation Agreement B;

"Resulting Issuer RSU Plan" has the meaning ascribed to it under the heading "Particulars of the Matters to be Acted Upon - Approval of Restricted Share Unit Plan";

"Resulting Issuer RSU Plan Resolution" has the meaning ascribed to it under the heading "Particulars of the Matters to be Acted Upon - Approval of Restricted Share Unit Plan";

"Resulting Issuer RSUs" means restricted share units of the Resulting Issuer issued or issuable pursuant to the Resulting Issuer RSU Plan approved by the Shareholders at the Meeting, including any replacement or continuing restricted share units issued in exchange for outstanding RSUs of Neural in connection with the Series B Transaction;

"Resulting Issuer Settlement Warrants" means warrants to purchase Resulting Issuer Shares issued as replacement of Settlement Warrants post-Consolidation, Name Change and Series B Transactions;

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"Resulting Issuer Shareholders" means holders of Resulting Issuer Shares;

"Resulting Issuer Shares" means common shares in the capital of Resulting Issuer Shares issued as replacement of Settlement Warrants post-Consolidation, Name Change and Series B Transactions;

"Resulting Issuer Warrants" means 37,564,500 share purchase warrants, each exercisable into Resulting Issuer Shares at various prices and various expiry dates, which represents all issued and outstanding Resulting Issuer VP Warrants, Resulting Issuer Pre-Listing Round Broker Warrants, Resulting Issuer Settlement Warrants, Resulting Issuer Replacement Warrants, Resulting Issuer Advisory Warrants, Resulting Issuer CC Warrants and Resulting Issuer CC Broker Warrants as of the date of this Listing Statement;

"RSU" means a restricted share unit of Neural granted pursuant to the RSU Plan;

"RSU Holder Termination Date" has the meaning ascribed to it under the heading "Executive Compensation";

"RSU Plan" means the restricted share unit compensation plan of Neural approved by Neural Shareholders at the 2023 Neural Meeting;

"San Pedro" means the San Pedro Cactus plant;

"SCCS" means the Scientific Committee on Consumer Safety, an expert advisory committee that provides scientific opinions to the European Commission on the safety of non-food consumer products and ingredients (including cosmetics);

"Second Escrow Agreement" means the escrow agreement entered into on the Listing Date by the Escrow Agent and certain securityholders of Neural in connection with the resale restrictions set out in NP 46-201 applicable in connection with the Listing, which superseded the First Escrow Agreement;

"Securities Act" means the Securities Act (Ontario);

"Securities Legislation" means the Securities Act and the equivalent law in the other applicable provinces and territories of Canada, and the published policies, instruments, rules, judgments, orders and decisions of any Authority administering those statutes;

"SEDAR+" means the System for Electronic Document Analysis and Retrieval+ of the Canadian Securities Administrators;

"SERFOR" means the National Service for Forest and Wildlife or Servicio Nacional Forestal y de Fauna Silvestre, a specialized Peruvian technical governmental agency, dependent on the Ministry of Agriculture, which is in charge of regulating forest and wildlife matters and proposing policies, strategies, plans and other instruments to promote the sustainable use of forest and wildlife resources;

"SERFOR Authorization" means Directional Resolution #000099-2023-MIDAGRI-SERFOR-DGGSPFFS-DGSPF dated June 28, 2023 issued by SERFOR authorizing Neural to access genetic resources and their derivatives for non-commercial purposes of wild flora;

"Series A Option" means the right to proceed with the Amalgamation A as further detailed in SIO Agreement, which was exercised by the Board on August 13, 2025;

"Series B Interested Parties" has the meaning ascribed to it under the heading "Particulars of the Matters to be Acted Upon - Approval of Series B Transactions with CWE - Minority Shareholder Approval Required under MI 61-101";

"Series B Option" means the right, but not the obligation, of the Board, exercisable at its sole discretion, to proceed with the Series B Transactions, provided that all conditions precedent thereto set out in the SIO Agreement have been satisfied or waived to the satisfaction of the Board;

"Series B Transactions" means transactions that will occur pursuant to the exercise of the Series B Option by the Board,

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which include Amalgamations B, C, and D, as further detailed in SIO Agreement;

"Series B Transactions Resolution" means the special resolution of Neural Shareholders to be considered at the Meeting to approve the Series B Transactions, a copy of which is set out in Schedule "A" attached to this Circular;

"Settlement Warrants" means an aggregate 21,357,946 common share purchase warrants issued in connection with termination of the Campbell Employment Agreement and the Durfy Agreement, as well as an amendment to the FMICA Agreement and certain consulting agreements with arm's length parties, each entitling the holder to purchase one Neural Share at an exercise price of $0.05 per Neural Share for a period ending on the date that is 36 months from issuance, subject to the Settlement Warrant Acceleration Clause;

"Settlement Warrants Acceleration Clause" means a provision pursuant to which Neural can accelerate the expiry date of the Settlement Warrants by providing a 30-day notice to the holders of the Settlement Warrants if Neural Shares trade at a volume-weighted average price of $0.15 or higher for a period of at least 10 days;

"Share Issuance Price" means a deemed issue price per Resulting Issuer Share to be issued pursuant to the Series B Transactions equal to the greater of: (a) $0.12; and (b) the price that equal to the Maximum Permitted Discount;

"SIO Agreement" means strategic option and investment agreement dated May 28, 2025, as amended on February 13, 2026 and March 25, 2026, between Neural and CWE pursuant to which Neural agreed to acquire up to 100% of the outstanding shares of CWE through a series of transactions;

"SPD" means the Social Democratic Party of Germany (Sozialdemokratische Partei Deutschlands), a political party in Germany;

"StGB" means the German Criminal Code (Strafgesetzbuch), as amended from time to time, which sets out criminal offences and penalties under German federal law, including offences applicable to individuals and legal entities;

"Storcheus Shares" has the meaning ascribed to it under the heading "Particulars of the Matters to be Acted Upon – Approval of Series B Transactions with CWE - Minority Shareholder Approval Required under MI 61-101";

"Subsidiary" has the meaning ascribed thereto in the OBCA;

"TSX" means Toronto Stock Exchange;

"TSXV" means TSX Venture Exchange;

"UWG" means the German Act Against Unfair Competition (Gesetz gegen den unlauteren Wettbewerb), which governs unfair commercial practices and advertising and establishes related enforcement and remedies;

"Vertical Peak" means Vertical Peak Holdings Inc., corporation continued under the laws of the Province of British Columbia, formerly known as High Fusion Inc. between November 15, 2021 and May 1, 2023, and as Nutritional High International Inc. between June 27, 2014 and November 15, 2021;

"VGH" means the Bavarian Higher Administrative Court (Bayerischer Verwaltungsgerichtshof), being the higher administrative court in Bavaria with jurisdiction over specified administrative-law appeals and related proceedings; and

"VP Warrants" means the common share purchase warrants issued to Vertical Peak in connection with the Plan of Arrangement, with each warrant entitling the holder to purchase one Neural Share at an exercise price of $1.00 per Neural Share until May 23, 2026.

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SUMMARY

The following is a summary of the principal features of Series B Transactions and certain other matters and should be read together with the more detailed information and financial data and statements contained elsewhere in the Circular, including the schedules hereto. This summary is qualified in its entirety by the more detailed information appearing or referred to elsewhere herein.

The Meeting

Time, Date and Place of Meeting

The Meeting of Neural Shareholders will be held on May 25, 2026 at 10:00 A.M. (Toronto time) at 120 Adelaide Street West, Suite 900, Toronto, ON M5H 3V1.

The Record Date

The Record Date for determining the Securityholders entitled to receive notice of and Neural Shareholders entitled to receive notice of and vote at the Meeting is April 13, 2026.

Purpose of the Meeting

This Circular is furnished in connection with the solicitation of proxies by management of Neural Therapeutics for use at the Meeting which will be held for the following purposes:

Financial Statements

The audited financial statements of Neural for the fiscal years ended July 31, 2025, 2024 and 2023 and the accompanying reports of the auditors will be placed before the Meeting.

Election of Directors

Neural Shareholders will be asked to approve an ordinary resolution setting the number of directors at six (6). Following completion of the Series B Transactions, the number of directors will be set at five (5). Neural Shareholders will be asked to approve the election of Ian Campbell, John Durfy, Colin McLelland, Carlos Davidovich, Eran Ovadya and Alex Storcheus as the current directors of Neural, and effective at the Change of Board Time, to elect Jörn J. Follmer, Ronnie Jaegermann, Ian Campbell, Eran Ovadya and Aaron Meckler as directors of the Resulting Issuer. See “Particulars of Matters to be Acted Upon – Election of Directors” in this Circular.

Appointment of Kreston

Neural Shareholders will be asked to approve an ordinary resolution appointing Kreston as the auditors of Neural for the ensuing year and to authorize the directors of Neural to fix the remuneration to be paid to the auditors for the ensuing year. See “Particulars of Matters to be Acted Upon – Appointment of Auditors” in this Circular.

Name Change

Neural Shareholders will be asked to approve, with or without variation, the special resolution authorizing the amendment of the articles of incorporation of Neural to effect the change of the name of Neural to "Hanf.com Inc." or to such other name as is acceptable to Neural and the CSE, to be implemented following the completion of Series B Transactions. See “Particulars of Matters to be Acted Upon – Appointment of Name Change” in this Circular.

Share Consolidation

The Board has determined that it would be in the best interests of Neural for Neural to consolidate all of its issued and outstanding Neural Shares. At the Meeting, Neural Shareholders will be asked to consider, and if thought advisable, to pass special resolutions approving (a) the Consolidation on the basis of one (1) post-consolidation Neural Share for every four (4) pre-consolidation Neural Shares, such that there shall be approximately 42,300,134 Neural Shares issued and outstanding immediately after the Consolidation, but prior to the closing of the Series B Transactions, subject to approval and completion of the Series B Transactions.

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Equity Incentive Plans

Neural Shareholders will be asked to approve, by ordinary resolution, to ratify, confirm and approve the adoption of the RSU Plan and the Option Plan, each to become effective upon completion of the Series B Transactions, subject to approval and completion of the Series B Transactions. See “Approval of Restricted Share Unit Plan” and “Approval of Stock Option Plan” in this Information Circular.

The Series B Transactions

In order to be effective, the Series B Transactions Resolution must be approved by a special resolution and, where required, by Minority Approval in accordance with MI 61-101. Under the Series B Transactions, Neural will, among other things, acquire (indirectly) 69.25% of the issued and outstanding shares of CWE European Holdings Inc. through a series of amalgamation transactions pursuant to the SIO Agreement. See “Particulars of Matters to be Acted Upon – Approval of the Series B Transactions” in this Circular.

Summary of the Series B Transactions

The Series B Transactions will be completed pursuant to the SIO Agreement dated May 28, 2025, as amended on February 13, 2026 and March 25, 2026, involving Neural, CWE and certain affiliates. The Series B Transactions are intended to result in Neural acquiring (indirectly) the remaining interest in CWE not already owned by Neural, such that CWE will become an indirect wholly-owned subsidiary of Neural.

Reasons for the Series B Transactions

Neural believes that the Series B Transactions is in the best interests of Neural and Neural Shareholders for numerous reasons, including:

(a) the Series B Transactions will create a larger-scale entity with significant assets and increased access to capital;
(b) Neural’s due diligence review and investigations of the business, operations, financial condition, strategy and future prospects of CWE;
(c) the impact of the Series B Transactions on stakeholders and long-term shareholder interests;
(d) CWE’s business is located in a jurisdiction with favourable near-, medium- and long-term prospects for the CBD and cannabis industry;
(e) the strength of CWE’s management team;
(f) the need for Neural to find additional critical mass and a financeable business plan; and
(g) the Series B Transactions must be approved by the CSE and by the shareholders of Neural.

In the course of its deliberations, Neural Board also identified and considered a variety of risks and potentially negative factors, including, but not limited to, the risks described under the headings “Risk Factors” of the main body of this Circular as well as in Schedule “H”, Schedule “I” and Schedule “J”. These risk factors should be given particular consideration by Neural Shareholders in determining whether to approve the Series B Transactions Resolution and the other matters contemplated by this Circular.

The foregoing discussion summarizes the material information and factors considered by the Neural Board in their consideration of the Arrangement. The Neural Board collectively reached its unanimous decision with respect to the Arrangement in light of the factors described above and other factors that each member of the Neural Board felt were appropriate. In view of the wide variety of factors and the quality and amount of information considered, the Neural Board did not find it useful or practicable to, and did not make specific assessments of, quantify, rank or otherwise assign relative weights to the specific factors considered in reaching its determination. Individual members of the Neural Board may have given different weight to different factors. For further information on the reasons for the Arrangement, see “Particulars of Matters to be Acted Upon – Approval of Series B Transactions with CWE” in this Circular.

Principal Steps of the Series B Transaction

Prior to the Effective Date of the Series B Transactions, Neural will deliver the Series B Option Exercise Notice to CWE and, subject to the satisfaction or waiver of the remaining conditions precedent under the SIO Agreement, the parties will proceed with the completion of the Amalgamations B, C and D to effect the acquisition by Neural (indirectly) of the remaining interest in CWE. The following is a summary of the principal steps of Series B Transactions:

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(a) in connection with the exercise of the Series B Option, and prior to the Effective Date, Neural will obtain the required shareholder approvals and the approvals required under applicable corporate law and the policies of the CSE;

(b) CWE Newco B and Neural Subco B will complete Amalgamation B, and each holder of CWE Newco B Shares will receive one Resulting Issuer Share for every CWE Newco B Share held;

(c) CWE Newco C and Neural Subco C will complete Amalgamation C, and each holder of CWE Newco C Shares will receive 0.9193 Resulting Issuer Shares for every CWE Newco C Share held;

(d) Amalco A, Amalco B and Amalco C will complete Amalgamation D to form Amalco D, following which Neural will (indirectly) hold 100% of the issued and outstanding CWE Shares, and certain outstanding securities of CWE Newco B and CWE Newco C will be exchanged for corresponding securities of the Resulting Issuer; and

(e) Following completion of the Amalgamations B, C and D, CWE will become an indirect wholly-owned subsidiary of Neural (the Resulting Issuer), and the Resulting Issuer will continue as a listed issuer on the CSE, subject to CSE acceptance.

As a result of the Series B Transactions, Neural will (indirectly) acquire 69.25% of the issued and outstanding CWE Shares such that it holds 100% of issued and outstanding CWE Shares, and Neural Shareholders will continue to hold Neural Shares (which will represent shares of the Resulting Issuer following completion of the Series B Transactions). Following completion of the Series B Transactions, the Resulting Issuer will focus on the business of CWE, including the operation and growth of CWE’s hemp and CBD retail, e-commerce and related distribution platforms in Germany under the “Hanf.com” brand.

The Series B Transactions are subject to a number of conditions, including, among other things, CSE approval, approval by Neural Shareholders (including, where required, Minority Approval in accordance with MI 61-101) and the satisfaction or waiver of the applicable conditions precedent under the SIO Agreement.

In accordance with the requirements described under “Quorum and Votes Necessary to Pass Resolutions” in this Circular, the Series B Transactions Resolution must be approved by a majority of the votes cast in person or by proxy at the Meeting, excluding the votes of persons whose votes must be excluded in accordance with MI 61-101.

The Neural Board may, without further notice to or approval of Neural Shareholders and in accordance with the terms of the SIO Agreement, amend the SIO Agreement to the extent permitted by its terms and may elect not to proceed with the Series B Transactions (or any part thereof) at any time prior to completion, including by not delivering a Series B Option Exercise Notice.

The foregoing is a summary only. For further details, see “Particulars of Matters to be Acted Upon – Approval of Series B Transactions with CWE” in this Circular.

Effect of Series B Transactions

As a result of the Series B Transactions, Neural Shareholders will continue to hold their Neural Shares and will not receive any securities of a second public company solely by virtue of the Series B Transactions. In connection with, and subject to completion of, the Series B Transactions, it is anticipated that Neural will complete the Consolidation on the basis of one (1) post-consolidation Neural Share for every four (4) pre-consolidation Neural Shares and will complete the Name Change to “Hanf.com Inc.”, such that Neural Shareholders will hold shares of the Resulting Issuer, which will (indirectly) hold 100% of CWE.

Upon completion of the Series B Transactions, it is anticipated that the Resulting Issuer will continue to be a reporting issuer in the Reporting Jurisdictions and will continue to be listed on the CSE, subject to CSE acceptance of the Series B Transactions (and, as applicable, the Consolidation and the Name Change).

Recommendation of the Directors

After careful consideration, the Neural Board, after receiving legal and financial advice, has unanimously determined that the Series B Transactions are in the best interests of Neural and Neural Shareholders. Accordingly, Neural Board unanimously recommends that Neural Shareholders vote IN FAVOUR OF the Series B Transactions Resolution.

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Unless you give instructions otherwise, the Management Appointees intend to vote FOR the Series B Transactions Resolution. See “Particulars of Matters to be Acted Upon – Approval of Series B Transactions with CWE” in this Circular.

The Companies

Neural was incorporated under the OBCA on June 2, 2020 under the name “Psychedelic Science Corp.” On November 8, 2021, Neural filed articles of amendment to change its name to “Neural Therapeutics Inc.” Neural is a reporting issuer in the Provinces of British Columbia, Alberta and Quebec (and subsequently Ontario, effective March 17, 2025). Neural Shares are listed on the CSE under the symbol “NURL”. Neural is an ethnobotanical drug-discovery and development company focused on developing products and conducting research with psychoactive plants.

CWE is a private corporation incorporated pursuant to the Canada Business Corporations Act on May 6, 2019. CWE is a Canadian holding company with subsidiaries that operate physical retail and online hemp-based product stores in Germany under the brand name “Hanf.com”. Upon completion of Series B Transactions, CWE will become an indirect wholly-owned subsidiary of Neural, and the Resulting Issuer will carry on CWE’s business as its primary business.

See "Schedule H – Information Concerning Neural" and "Schedule I – Information Concerning CWE" of this Circular for disclosure about each of Neural and CWE, on a current and post-Series B Transactions basis.

The Concurrent Financing

In connection with the completion of the Series B Transactions, and as a condition to completion of the Series B Transactions under the SIO Agreement, CWE intends to complete the Concurrent Financing, being a non-brokered private placement pursuant to which CWE will issue CWE Debentures for minimum aggregate gross proceeds of $500,000 and maximum aggregate gross proceeds of $1,000,000. CWE Debentures will be issued in form of CWE Debentures Units in the nominations of $1,000 principal amount per CWE Debenture, bearing an interest rate of 9% per annum, maturing two years from the date of issuance and convertible into Resulting Issuer Shares at a conversion price of CAD $0.12 per Resulting Issuer Share.

Following completion of Series B Transactions, each CWE Debenture will be exchanged for a corresponding Resulting Issuer Debentures. Following such exchange, the Resulting Issuer Debentures will be convertible into Resulting Issuer Shares in accordance with the terms described herein. It is anticipated that the Concurrent Financing will close immediately prior to the completion of the Series B Transactions.

If the Resulting Issuer Shares trade on a recognized stock exchange at a price equal to or greater than CAD $0.20 per Resulting Issuer Share for a period of ten (10) consecutive trading days, the Resulting Issuer, may elect to force the conversion of all outstanding principal and accrued interest under the Resulting Issuer Debentures into Resulting Issuer Shares at the price of $0.12 per Resulting Issuer Share. In such circumstances, Resulting Issuer will provide holders with not less than twenty (20) days’ prior written notice of the mandatory conversion. During such notice period, holders will retain the right to voluntarily convert their debentures.

In connection with Concurrent Financing, CWE may pay eligible finders a cash fee of up to 8% of the gross proceeds raised under Concurrent Financing. In addition, CWE may issue CWE CC Broker Warrants equal to 8% of the number of Resulting Issuer Shares issuable upon conversion of the Resulting Issuer Debentures sold through such finder, calculated based on the price of $0.12 per Resulting Issuer Share. Each CWE CC Broker Warrant will entitle the holder to acquire one Resulting Issuer Share at an exercise price of CAD $0.12 per Resulting Issuer Share for a period of two (2) years from the date of issuance. Immediately prior to completion of the Transaction, such CWE CC Broker Warrants will be exchanged for an equal number of Resulting Issuer CC Broker Warrants.

See "Material Terms of the SIO Agreement – Series B Transactions Terms" and the definitions of "Concurrent Financing", "CWE Debentures", "CWE Debenture Units" and "CWE CC Broker Warrants" in the Glossary of Terms in this Circular. Pro Forma Business Objectives

Upon completion of Series B Transactions, the Resulting Issuer will continue to hold its existing assets, including cash and cash equivalents, amounts receivable, prepaid amounts and other assets, deposits and other customary corporate assets. As a result of the Series B Transactions, the Resulting Issuer will (indirectly) hold 100% of CWE and expects to carry on CWE’s business as its primary business. The Resulting Issuer intends to concentrate its activities primarily on the operation and growth of CWE’s hemp-derived product retail and e-commerce platform in Germany under the “Hanf.com” brand, including continued expansion of its retail footprint and online sales channels, development of related distribution initiatives and other complementary growth opportunities, in each case in compliance with applicable laws and regulations.

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Conditions to the Series B Transaction

The Series B Transactions are subject to a number of conditions, certain of which may only be waived in accordance with the SIO Agreement, including receipt by Neural and CWE of all required approvals, including approval by Neural Shareholders of the Series B Transactions Resolution (and, where required, Minority Approval in accordance with MI 61-101); conditional approval of the CSE in connection with the Series B Transactions (including acceptance of the Form 2A Listing Statement and conditional approval of the listing of Neural Shares following completion of the Series B Transactions); completion of the Concurrent Financing; and the satisfaction or waiver of the mutual and additional conditions precedent to completion of the Series B Transactions as set out in the SIO Agreement. See "Quorum And Votes Necessary to Pass Resolutions" and "Material Terms of the SIO Agreement – Mutual Conditions Precedent to Completion of the Series B Transactions", "Additional Conditions Precedent to Completion of the Series B Transactions for the Benefit of CWE" and "Additional Conditions Precedent to Completion of the Series B Transactions for the Benefit of Neural" in this Circular.

Conduct of Meeting and Other Approvals

Shareholder Approval of Series B Transactions

The Series B Transactions Resolution must be approved by a special resolution, being an affirmative vote of 66 2/3% of the votes cast by Neural Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding the votes of any persons whose votes are required to be excluded for the purpose of obtaining Minority Approval in accordance with MI 61-101, as more particularly described under "QUORUM AND VOTES NECESSARY TO PASS RESOLUTIONS" and "Particulars of Matters to be Acted Upon – Approval of Series B Transactions with CWE" in this Circular.

Regulatory Approvals

Completion of Series B Transactions is subject to receipt of required regulatory approvals, including CSE acceptance/approval of Series B Transactions (and related matters, as applicable), including acceptance of the disclosure required to be filed in connection therewith, and the satisfaction of any conditions imposed by the CSE. There can be no assurance that the required regulatory approvals will be obtained.

Other Conditions

The Series B Transactions are also subject to a number of other conditions, including the completion of the Concurrent Financing and the satisfaction or waiver of the applicable conditions precedent under the SIO Agreement, as further described under "Material Terms of the SIO Agreement" in this Circular.

The foregoing is a summary only. For further details see "Particulars of Matters to be Acted Upon – Approval of Series B Transactions with CWE" in this Circular.

Procedure for Receipt of Post-Consolidation Neural Shares

Neural Shareholders will not receive securities of a second public company as a result of the Series B Transactions. If the Consolidation and Name Change are approved by Neural Shareholders and implemented by the Board, registered Neural Shareholders who hold their Neural Shares in form of direct registration statements, will receive new direct registration statements representing pre-Consolidation Neural Shares via mail or email. Neural Shareholders who hold their Neural Shares through a broker or other intermediary should follow the instructions provided by their broker or other intermediary.

Neural Selected Financial Information

The following table presents selected financial information of Neural for the periods indicated and should be read in conjunction with, and is qualified in its entirety by reference to, Neural's audited consolidated financial statements for the fiscal years ended July 31, 2025, 2024 and 2023 and Neural's unaudited consolidated interim financial statements for the three- and six- month periods ended January 31, 2026 and 2025, each are available under Neural's profile on SEDAR+ at www.sedarplus.ca, and are incorporated by reference into this Circular.

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	Six months ended January 31, 2026	Year Ended July 31,
		2025	2024	2023
Total revenues	Nil	Nil	Nil	Nil
Loss from continuing operations	$455,139	$1,026,079	$666,030	$1,076,107
Net loss for the period	$455,139	$1,026,079	$666,030	$1,076,107
Basic and diluted loss per share(1)	$0.00	$0.01	$0.01	$0.03
Total assets	$1,641,332	$191,746	$96,040	$350,663
Total long-term financial liabilities	$804,670	$766,670	$473,539	$139,583
Cash dividends declared	Nil	Nil	Nil	Nil

Note:

(1) Basic and diluted loss per share has been calculated using the weighted average number of Neural Shares outstanding.

CWE Selected Financial Information

The following table sets forth selected consolidated financial information of CWE, required to be included into this Circular under provisions of NI 41-101 for the periods indicated and should be read in conjunction with the CWE Financials and MD&A, which have been incorporated by reference in this Circular as CWE BAR dated October 26, 2025, which is available on Neural SEDAR+ profile on www.sedarplus.ca. This table contains financial information derived from audited financial statements that have been prepared in accordance with IFRS.

	Year Ended December 31,
	2025	2024
Total revenues	10,471,289	7,116,706
Profit (Loss) from continuing operations	(339,137)	838,378
Net income (loss) for the period	(496,585)	371,372
Basic and diluted earnings (loss) per share(1)	(0.01)	0.01
Total assets	4,775,746	3,136,432
Total long-term financial liabilities	987,012	729,187
Cash dividends declared	Nil	Nil

Note:

(1) Basic and diluted loss per share has been calculated using the weighted average number of CWE Shares outstanding.

The summary of the unaudited quarterly results of CWE for each of the eight most recently completed quarters ending at the end of the most recently completed financial year has been prepared in accordance with IFRS:

Quarter Ended	Revenue	Net Gain (Loss) for the Period	Gain (Loss) per share(1)
December 31, 2025	2,527,334	389,416	0.01
September 30, 2025	2,918,400	(523,150)	(0.02)
June 30, 2025	2,779,402	(312,159)	(0.01)
March 31, 2025	2,246,153	(50,692)	0.00
December 31, 2024	1,653,903	(707,404)	(0.01)
September 30, 2024	1,612,107	338,909	0.01
June 30, 2024	2,114,480	422,234	0.01
March 31, 2024	1,736,216	317,633	0.01

Note:

(1) Basic and diluted loss per share has been calculated using the weighted average number of CWE Shares outstanding.

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Certain Canadian Federal Income Tax Considerations

Securityholders should consult their own tax advisors about the applicable Canadian federal, provincial, and local tax consequences of the Arrangement. Series B Transactions may give rise to tax consequences and shareholders are urged to consult their own tax advisors regarding the tax consequences applicable to their particular circumstances.

Securities Laws Information for Neural Shareholders

The following disclosure is provided as general information only. Each Neural Shareholder should consult his, her or its own professional advisors to determine the conditions and restrictions applicable to trades in Neural Shares (including, if implemented, the post-Consolidation Neural Shares) and, where applicable, the Resulting Issuer Shares to be issued in connection with the Series B Transactions.

The Series B Transactions contemplate the issuance of Resulting Issuer Shares to holders of CWE Newco B Shares and CWE Newco C Shares. Such Resulting Issuer Shares will be issued in reliance on available prospectus exemptions under applicable Canadian securities legislation, including those provided under NI 45-106, and no registration under Canadian securities legislation is required in connection with such issuance. Subject to compliance with applicable securities laws (including resale provisions and any applicable escrow requirements), Resulting Issuer Shares issued pursuant to the Series B Transactions will generally be freely tradeable in Canada and may be resold in each province and territory of Canada, provided that such resales are not "control distributions" within the meaning of applicable securities legislation. Certain Resulting Issuer Shares may be subject to escrow requirements as described in this Circular.

Neural Shareholders should also review the discussion under the headings "Securities Laws Considerations", including "Canadian Securities Laws Considerations", "United States Securities Law Considerations" and "Foreign Securities Law Considerations", in this Circular

Risk Factors

The securities of Neural should be considered speculative and the transactions contemplated herein should be considered of a high-risk nature. Neural Shareholders should carefully consider all of the information disclosed in this Circular prior to voting on the matters being put before them at the Meeting.

There are risks associated with the Series B Transactions that should be considered by Neural Shareholders, including but not limited to: (i) market reaction to the Series B Transactions and the future trading price of Neural Shares cannot be predicted; (ii) the transactions may give rise to adverse tax consequences and each Neural Shareholder is urged to consult his, her or its own tax advisor; (iii) uncertainty as to whether the Series B Transactions will have a positive impact on the Resulting Issuer; and (iv) there is no assurance that required regulatory or stock exchange approvals will be received or that the conditions to completion of the Series B Transactions (including completion of the Concurrent Financing) will be satisfied.

There are risks associated with the businesses of Neural and CWE that should be considered by Neural Shareholders, including but not limited to: (i) the need for additional capital through financings and the risk that such funds may not be raised; (ii) regulatory and compliance risks applicable to CWE's operations, including in Germany; (iii) reliance on management; (iv) the potential for conflicts of interest; and (v) other risks described in greater detail elsewhere in this Circular and the schedules hereto.

Neural Shareholders should review carefully the risk factors set forth under "Risk Factors" and "Series B Transactions Risk Factors" in this Circular, as well as the risk factors in Schedule "H", Schedule "I" and Schedule "J".

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Board, the matters to be brought before the Meeting are those matters set forth in the accompanying Notice.

A. FINANCIAL STATEMENTS AND AUDITOR'S REPORT

The audited financial statements of Neural for the years ended July 31, 2025, 2024 and 2023 will be placed before the Meeting and are available under Neural's SEDAR+ profile at www.sedarplus.ca. No formal action will be taken at the Meeting to approve the annual financial statements.

B. ELECTION OF DIRECTORS

The Articles provide that the number of directors of Neural will be a minimum of one (1) and a maximum of ten (10). Pursuant to the OBCA and By-Laws, the Board has determined that there will be six (6) persons elected to the Board at the Meeting. Unless a director's office is earlier vacated in accordance with the provisions of the OBCA, each elected director will hold office until the conclusion of the next annual meeting of Neural Shareholders, or if no director is then elected, until a successor is elected.

It is desirable, in connection with the Series B Transactions, (A) to elect the directors of Neural to serve from the close of the Meeting (the "Current Slate") until the earlier of: (i) the close of the next annual meeting of Neural Shareholders or until their successors are elected or appointed; and (ii) a time determined by the Current Slate, such time to be: (x) no earlier than the time of completion of the Series B Transactions; and (y) not later than one business day following the date of completion of the Series B Transactions (and if no such determination is made by the Current Slate, such determination will be deemed to have been made and the time deemed to be determined shall be the effective time of the Series B Transactions) (any such determined time, the "Change of Board Time"); and (B) to set the number of directors of Neural immediately following the Change of Board Time at five (5) directors and to elect the directors of Neural to serve from the Change of Board Time until the close of the next annual meeting of Neural Shareholders or until their successors are elected or appointed (the "New Slate"). Accordingly, the shareholders will be asked at the Meeting to set the number of directors effective immediately following the Change of Board Time at five (5).

At the time of the Meeting, the Series B Transactions will not yet have been completed and there can be no assurance at that time that it will be completed.

Neural Shareholders will be asked at the Meeting to consider, and if thought appropriate, to pass an ordinary resolution, the text of which is as follows:

"BE IT HEREBY RESOLVED that:

(1) the election of each of Ian Campbell, John Durfy, Colin McLelland, Carlos Davidovich, Eran Ovadya and Alex Storcheus as directors of Neural to hold office until the earlier of:

(a) the close of the next annual meeting of shareholders of Neural Therapeutics Inc. ("Neural") or until their successors are elected or appointed, and (b) the Change of Board Time, as defined in the Management Information Circular of Neural dated April 15, 2026,

is hereby approved;

(2) the number of directors of Neural effective immediately after the Change of Board Time be set at five (5) individuals; and (3) the election of each of Jörn J. Follmer, Ronnie Jaegermann, Ian Campbell, Eran Ovadya, and Aaron Meckler as directors of Neural, to hold office from the Change of Board Time until the next annual meeting of the Shareholders or until their successors are elected or appointed, is hereby approved."

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The persons designated as proxyholders in the accompanying proxy (absent contrary directions) intend to vote to set the number of directors of Neural and to vote for the election of the directors as set forth above. Shareholders can vote for all of the proposed directors set forth herein, vote for some of them and withhold for others, or withhold for all of them. Neural does not contemplate that any of such nominees will be unable to serve as directors; however, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies held by the persons designated as proxyholders in the accompanying proxy will be voted for another nominee in their discretion unless the Shareholder has specified in his or her form of proxy that their Neural Shares are to be withheld from voting in the election of directors. Each director elected as a Current Slate director will hold office from the close of the Meeting until the earlier of: (i) the next annual meeting of Shareholders or until their successors are elected or appointed; or (ii) until the Change of Board Time, as the case may be; and (iii) each director elected as a New Slate director will hold office from the Change of Board Time until the next annual meeting of Shareholders or until their successors are elected or appointed, all as the case may be, unless his office is earlier vacated in accordance with the Articles or the provisions of the OBCA.

See below for detailed information concerning the Current Slate and the New Slate.

Current Slate

The following table sets out the names of management's six (6) nominees for election as directors (the "Proposed Directors") of the Current Slate, all major offices and positions with Neural and any of its significant affiliates each now holds, each nominee's principal occupation, business or employment (for the five (5) preceding years), the period of time during which each has been a director of Neural and that number of Neural Shares beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at the date of this Circular.

Name and Residence of Proposed Directors	Principal Occupation and Occupation for Past Five Years	Director Since	Neural Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly	Percentage of Neural Shares Issued and Outstanding
Ian Campbell
Chief Executive Officer, President and Director
Flamborough, ON, Canada	Chief Executive Officer of Neural since November 2021. General Manager at Maccaferri Canada Ltd. From May 2017 to September 2018 and regional CEO of USA and Canada at Maccaferri Ltd. from September 2018 to July 2021. CEO of FLSmidth S.r.o, a Czech subsidiary of a multinational engineering firm from May 2013 to November 2016. From December 2024 to present, Vice President of Sales at AI-Ops, private industrial controls and automation company. From December 2025 to present, General Manager of Myriad Technologies Inc., a radiation detection and analysis products and services company.	November 8, 2021	Nil (3)	Nil (3)
John Durfy(1)
Chairman of the Board
Oakville, ON, Canada	Director of Vertical Peak, California-focused cannabis company, from February, 2020 to July 2023. CEO of Vertical Peak from February 2020 to March 2023. Director of Cannabis Growth Opportunity Corporation from January 2018 to October 2019. From January 2016 to 2018, Mr. Durfy was the COO of Sphere Investment Management Inc. Chairman of SymBev Inc. from April 2021 to present. Director of Cadence Agricultural Systems Inc. from December 2018 to April 2023. Director of Wovven Inc. from April 2019 to September 2025. Senior Consultant & Head of Legacy Asset Solutions at Prime Quadrant from September 2025 to present.	August 17, 2020	109,217 (2)	0.06%
Dr. Carlos Davidovich (1)
Director
Madrid, Spain	Self-employed as an executive and performance coach from November 2020 to present. Vice President of Executive Coaching and Head of the Neuromanagement Centre at Optimum Talent, global integrated talent management firm, from April 2013 to April 2020. Author of various books from April 2020 to present.	June 19, 2024	Nil (7)	Nil

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Name and Residence of Proposed Directors	Principal Occupation and Occupation for Past Five Years	Director Since	Neural Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly	Percentage of Neural Shares Issued and Outstanding
Eran Ovadya
Director
Givatayim, Israel	CFO of NurExone Biologic Inc., a biopharmaceutical company listed on TSX Venture Exchange from June 2022 to Present. Business valuation course lecturer in Bar-Ilan University from January 2016 to present. CFO of Procore Bio-Med Ltd. Procore Bio-Med Ltd., Israel-based biotechnology company focused on joint and bone diseases, from January 2020 to April 2021. CFO of Silexion Therapeutics Corp., Israel-based clinical-stage Israeli company that is developing proprietary cancer drugs and delivery systems to treat malignant solid tumors, from January 2020 to April 2021. CFO of VVT Medical, an Israel-based developer, manufacturer, and distributor of solutions for the treatment of varicose veins, from January 2017 to April 2021. CEO and outsourced CFO at SELO Financial Services, an Israel-based CFO services firm offering a full suite of financial services to publicly and privately held companies from January 2016 to April 2021. Senior Finance Director of Gamida Cell Ltd., an Israel-based biopharmaceutical company listed on NASDAQ focused on cancer and hematologic diseases, from May 2018 to January 2020.	December 13, 2024	813,929 (8)(10)	0.48%
Alex Storcheus
Director
Toronto, ON, Canada	Corporate finance professional at FMICA and Foundation Markets Inc. from May 2010 and currently Managing Director and Chief Compliance Officer. Director of Capricorn Business Acquisitions Inc. (currently SATO Technologies Corp., TSXV: SATO) from March, 2017 to September, 2021. President of Cave Creek Copper Inc., a private copper exploration company from February 2023 to present. CEO and Director of Cachee Gold Mines Corp., a private critical metals and gold exploration company, from July 2023 to present. CFO of Rigel Technologies Inc., an unlisted reporting issuer. VP, Capital Markets of Vertical Peak from March 2017 to March 2020. Director and CFO of Plexus Solutions Inc. from July 2024 to present. General Securities Principal and Representative at FM Global Markets Inc. from July 2025 to present.	December 13, 2024	12,712,950 (5)(6)(9)	7.51%
Colin McLelland (1)(4)
Director
Scarborough, ON, Canada	From July 2021, President of Twelve Financial Inc., fractional CFO business. Director of Seaport Intermodal Inc. from January 2021 to present. President of Metro Compactor Service Inc. from December 2018 to June 2021. Chief Financial Officer of Rouge River Capital Inc. from November 2016 to November 2018.	September 25, 2023	Nil (8)	Nil

Notes: (1) Member of the Audit Committee. (2) Mr. Durfy owns 6,606,750 Settlement Warrants and 950,000 RSUs. (3) Mr. Campbell owns 1,381,426 Settlement Warrants and 1,053,000 RSUs. (4) Chair of the Audit Committee. (5) 12,085,974 Neural Shares are owned by NSCI and 626,976 Neural Shares are owned by Mr. Storcheus' spouse. (6) Mr. Storcheus is an officer and director of FMICA, which holds 3,089,434 Neural Shares, 2,238,633 Settlement Warrants and officer and director of FMI Securities Inc. which holds 486,667 Pre-Listing Round Broker Warrants; however, Mr. Storcheus does not beneficially own or exercise control or direction over such securities as he does not control FMICA nor FMI Securities Inc. (7) Dr. Davidovich owns 550,000 Neural RSUs. (8) Mr. McLelland owns 500,000 Neural RSUs. (9) Mr. Storcheus owns 500,000 Neural RSUs. (10) 313,929 Neural Shares, were issued to Mr. Ovadya, in connection with exercise of Series A Option, in consideration of his ownership in CWE and 500,000 Neural Shares were issued as a result of settlement of 500,000 RSUs

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Current Slate Director Biographies

Ian Campbell, Chief Executive Officer, President and Director (Age 57)

Mr. Campbell is an executive leader with an international reputation for building effective teams, managing operations and product commercialization. He has managed multinational entities operating in the U.S., Canada as well as the Czech Republic. From May 2013 to November 2016, Mr. Campbell was CEO of FLSmidth S.r.o, a Czech subsidiary of a multinational engineering firm. From May 2017 to September 2018, Mr. Campbell was General Manager of Maccaferri Canada Ltd., a Canadian subsidiary of a private global engineering solutions firm and as a Regional CEO of U.S. and Canada of Maccaferri Ltd., from September 2018 to July 2021. From December 2024 to November 2025 Mr. Campbell served in a consulting capacity as Vice President of Sales at AI-Ops, a private industrial control systems company where he focused on global business development and sales efforts, and continues to serve as an advisor to the company. From December 2025 to present, Mr Campbell serves as General Manager of Myriad Technologies Inc., radiation detection and the analysis products and services company. Mr. Campbell has also held various management roles at Malvern PANalytical, a Netherlands-based lab equipment manufacturer. Over his career, Mr. Campbell has been a catalyst in the pharmaceutical market and successfully lobbied the United States Pharmacopeia (USP) to include new techniques for Impurity Analysis. Additionally, Mr. Campbell has had significant international exposure to the controlled substance regulators and led successful sales efforts to the DEA and created a partnership with Health Canada which resulted in a unique controlled substance scientific database for X-ray analysis and has been a leader in drug counterfeit detection technology. Mr. Campbell earned a M.Sc. in Earth Sciences (Biogeochemistry) from Brock University in 1996, a B.Sc. in Geology from McMaster University in 1993 and completed all doctoral level course work bridging the fields of environmental science and pharmacology. To the best of Mr. Campbell's knowledge, (i) at the time of his involvement with his previous roles, none of such companies were affiliates of Neural or CWE, and (ii) as of the date hereof, all of such companies are still carrying on their respective businesses.

As Chief Executive Officer, Mr. Campbell is responsible for corporate strategy, business development, research and development activities, and capital raising. Mr. Campbell will not work full-time for Neural but will devote approximately 10% of his available time to fulfilling his responsibilities as Chief Executive Officer and Director, or as otherwise required prior to and post-Series B Transactions. Mr. Campbell has entered into the consulting agreement with Neural as an independent contractor. He has not entered into a non-competition agreement with Neural, but his consulting agreement contains non-disclosure and confidentiality provisions.

John Durfy, Chairman of the Board (Age 61)

John Durfy has been a director of Neural since August 17, 2020, served as a director of Vertical Peak from February 28, 2020 to July 17, 2023, and as Chief Executive Officer of Vertical Peak from February 28, 2020 to March 31, 2023. Mr. Durfy has been Chairman of SymBev Inc., a private Ontario-based craft beverage company, since April 2021. In addition, Mr. Durfy served as a director of Cadence Agricultural Systems Inc., a private precision technology cultivation company from December 2018 to April 2023, and as a director of Wovven Inc., a private cannabis infused functional beverage brand company from April 2019 to September 2025. Since 2025, Mr. Durfy has served as a Senior Consultant and Head of Legacy Asset Solutions at Prime Quadrant, a wealth advisory firm focused on to ultra-affluent families and family offices.

Mr. Durfy was a Director of Cannabis Growth Opportunity Corporation (currently Plant-Based Investment Corp.), a cannabis-focused investment company, from January 2018 to October 2019, the COO of Sphere Investment Management Inc., a specialist investment management company, from January 2016 to August 2018, where he was responsible for the operational and strategic management of the firm, and the Chief Investment Officer for a hedge fund where he oversaw all portfolio management activities and personnel, including investment strategy, trading and risk management from February 2012 to December 2015. He also served as a Managing Director of Global Equities for the Ontario Municipal Employees Retirement System ("OMERS") from July 2008 to September 2011. Prior to OMERS, he was a Senior Portfolio Manager with the Canada Pension Plan Investment Board and a Vice President and Portfolio Manager with MFS McLean Budden. Mr. Durfy graduated from the MBA program at the DeGroote School of Business at McMaster University in 1988 and received a Bachelor of Commerce degree from Memorial University of Newfoundland in 1986. Mr. Durfy formerly held the following professional designations: CFA between 1996 and 2020, and CPA and CMA between 1991 and 2020. To the best of Mr. Durfy's knowledge, (i) at the time of his involvement with his previous roles, none of such companies were affiliates of Neural (other than his past roles with Vertical Peak), and (ii) as of the date hereof, all of such companies are still carrying on their respective businesses other than Vertical Peak, which has been in receivership since November 30, 2023.

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Mr. Durfy will not work full-time for Neural; however, he will devote such time as is required to effectively satisfy his duties as Chairman of the Board of Neural. Mr. Durfy anticipates devoting approximately 10% of his available time to the affairs of Neural in his capacity as a director and chairman of the board until the completion of the Series B Transactions. Mr. Durfy has not entered into a non-competition agreement with Neural, but the sections of his consulting agreement relating to non-disclosure and confidentiality provisions survived its termination on November 15, 2024.

Colin McLelland, Director (Age 55)

Mr. McLelland started his business career as an accountant at Ernst & Young LLP, before moving into mid-market investment banking, first as an associate at Crosby Houlihan Lokey Inc., and then Ernst & Young Orenda Corporate Finance Inc. Following his career in professional services, Mr. McLelland has served in a number of senior management roles, including VP of Corporate Development of Shred-it International Inc., a provider of document destruction and recycling services from July 2011 to June 2013; VP of Corporate Development of Noranco Inc. from October 2013 to October 2015, a manufacturer of fabricated aerospace products, which was sold to Precision Castparts Corp. (PCP: NYSE) in October 2015 for US$560 million; CFO of Rouge River Capital Inc., a midmarket investment firm, from September 2016 to September 2018. Most recently, Mr. McLelland served as a President of Metro Compactor Service Inc., a provider of waste and recycling equipment service, rentals, and sales, and its IoT technology subsidiary, iSmart Technology Inc., from January 2019 to June of 2021. Mr. McLelland is a Director of Seaport Intermodal, a leading intermodal transportation company in the Greater Toronto and Greater Montreal Areas from January 2021 to present. Mr. McLelland has operated his own financial consulting business Twelve Financial Inc. since July 2021 where he serves as fractional CFO for various private companies. Mr. McLelland earned a BBA degree from Wilfrid Laurier University in 1993, CA/CPA designation in 1995 and CFA designation in 1999. To the best of Mr. McLelland's knowledge, (i) at the time of his involvement with his previous roles, none of such companies were affiliates of Neural, and (ii) as of the date hereof, all of such companies are still carrying on their respective businesses.

Mr. McLelland will not work full-time for Neural but will dedicate the necessary time to fulfill his duties as a director. He anticipates devoting approximately 5% of his available time to Neural's affairs until the completion of Series B Transactions. Mr. McLelland is neither an employee nor a contractor of Neural but has entered into an indemnity agreement with Neural that includes non-disclosure and non-disparagement provisions. He has not entered into a non-competition agreement with Neural.

Dr. Carlos Davidovich, Director (Age 72)

Dr. Davidovich has experience in the pharmaceutical and biotechnology industries with a focus on micromanagement and has held senior roles in executive coaching and organizational development. He has held senior roles leading projects and teams, significantly advancing organizational capabilities and developing new therapies. Since November 2020 Dr. Davidovich has been self-employed as an executive and performance coach. He served as Vice President of Executive Coaching and Head of the Neuromanagement Centre at Optimum Talent, a global integrated talent management firm, from April 2013 to April 2020. Dr. Davidovich authored a number of books from April 2020 to present. Dr. Davidovich earned a Medical Doctor degree from the University of Buenos Aires in 1983 and an MBA from Lausanne Business School in 1995. Dr. Davidovich has been recognized by the Institute of Coaching at McLean Hospital, a Harvard Medical School affiliate. Dr. Davidovich engages in shamanic and spiritual practices, leading circles in Argentina, Europe, and Canada. To the best of Dr. Davidovich's knowledge, (i) at the time of his involvement with his previous roles, none of such companies were affiliates of Neural, and (ii) as of the date hereof, all of such companies are still carrying on their respective businesses.

Dr. Davidovich will not work full-time for Neural but will dedicate the necessary time to fulfill his duties as a director. He anticipates devoting approximately 5% of his available time to Neural's affairs until completion of Series B Transactions. Dr. Davidovich is neither an employee nor a contractor of Neural but has entered into an indemnity agreement with Neural that includes non-disclosure and non-disparagement provisions. He has not entered into a non-competition agreement with Neural.

Eran Ovadya, Director (Age 43)

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University, one of Israel's leading higher education institutions, since January 2017, teaching courses on business valuation techniques and analysis. Previously, Mr. Ovadya was the CFO of Procore Bio-Med Ltd., an Israel-based biotechnology company focused on joint and bone diseases, from March 2020 to April 2021. He also served as the CFO of Silexion Therapeutics Corp. (formerly Silenseed Ltd.), an Israel-based clinical-stage company developing proprietary cancer drugs and delivery systems for the treatment of malignant solid tumors, listed on NASDAQ, from March 2020 to December 2021. Additionally, Mr. Ovadya served as CFO of VVT Medical Ltd., an Israel-based company that develops, manufactures, and distributes solutions for the treatment of varicose veins, from January 2017 to April 2021. From May 2018 to December 2021, Mr. Ovadya served as Senior Finance Director at Gamida Cell Ltd., an Israel-based biopharmaceutical company, previously listed on NASDAQ, focused on cancer and hematologic diseases. He also served as fractional Senior Finance Director at West Pharma Israel Ltd. (formerly Medimop Ltd.), a subsidiary of West Pharma Services Inc., from January 2016 to May 2018. West Pharma is a leading manufacturer of packaging components and delivery systems for injectable drugs and healthcare products, listed on NASDAQ. Mr. Ovadya is the owner of SELO Financial Services, providing fractional CFO and financial consulting services to startup and growth-stage companies since January 2017. His clients span various industries, including life science, food-tech, cannabis, technology and more. Notable clients include Gamida Cell Ltd., Adnimation Ltd. (a private Israel-based advertisement technology company), Safarway (the largest travel platform in the Arabic language), Forrest Innovations Ltd. (a private Israel-based technology company focused on mosquito control) and Cannibble FoodTech (a private Israel-based food-tech company that develops and manufactures food and beverage products enhanced with hemp seeds, hemp protein, and other hemp ingredients, listed on CSE). Prior to founding SELO Financial Services, Mr. Ovadya served various finance roles and played an integral part in securing public listings for several companies, including Leap Therapeutics, Macrocure, Johnson & Johnson and Coca Cola Company. Mr. Ovadya holds an MBA with a specialization in finance and bachelor's degree in accounting and economics from the Open University of Israel.

To the best of Mr. Ovadya's knowledge, (i) at the time of his involvement with his previous roles, none of such companies were affiliates of Neural, and (ii) as of the date hereof, all of such companies are still carrying on their respective businesses.

Mr. Ovadya will not work full-time for Neural but will dedicate the necessary time to fulfill his duties as a director. He anticipates devoting approximately 5% of his available time to Neural's affairs. Mr. Ovadya is neither an employee nor a contractor of Neural but has entered into an indemnity agreement with Neural that includes non-disclosure and non-disparagement provisions. He has not entered into a non-competition agreement with Neural.

Alex Storcheus, Director (Age 37)

Since May 2010 Alex Storcheus has worked in corporate finance at FMI Securities Inc. ("FMI") a Toronto-based exempt market dealer and its sister company FMICA, a private merchant bank based in Toronto. Mr. Storcheus currently holds a position of Managing Director, Corporate Finance with FMICA and chief compliance officer of FMI, where he has been involved in various financial and strategic advisory activities in the small-cap space including M&A and going public transactions. Mr. Storcheus was a director of Capricorn Business Acquisitions Inc. (currently SATO Technologies Corp., TSXV: SATO) from March, 2017 to September, 2021. Since February 2023 Mr. Storcheus has been President and Director of Cave Creek Copper Inc., a private copper exploration company focused on Arizona, which is currently in the process being acquired by Intrepid Metals Corp. (TSXV:INTR). From July, 2023, Mr. Storcheus has been CEO of Cachee Gold Mines Corp., a private critical metals and gold exploration company focused on properties in Ontario and Quebec. Mr. Storcheus is the CFO of Rigel Technologies Inc., an unlisted reporting issuer. Mr. Storcheus was VP, Capital Markets of Vertical Peak from March 2017 to March 2020. From July 2024 Mr. Storcheus has served Director and Chief Financial Officer of Plexus Solutions Inc., a Toronto-based IT managed service provider. From July 2025 to present, Mr. Storcheus has served as General Securities Principal and Representative at FM Global Markets Inc., a FINRA-registered broker dealer. Mr. Storcheus received a Bachelor of Business Administration degree from the Schulich School of Business at York University with concentration in finance in 2011 and is a CFA Charterholder. Mr. Storcheus is a holder of FINRA Series 7, 24, 63 and 79 licenses.

To the best of Mr. Storcheus' knowledge, (i) at the time of his involvement with his previous roles, none of such companies were affiliates of Neural, and (ii) as of the date hereof, all of such companies are still carrying on their respective businesses other than Vertical Peak, which has been in receivership since November 30, 2023.

Mr. Storcheus will not work full-time for Neural but will dedicate the necessary time to fulfill his duties as a director. He anticipates devoting approximately 20% of his available time to Neural's affairs until completion of Series B Transactions.

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Mr. Storcheus is neither an employee nor a contractor of Neural, but he has entered into an indemnity agreement with Neural that includes non-disclosure and non-disparagement provisions. He has not entered into a non-competition agreement with Neural.

Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Corporate Cease Trade Orders

Except as disclosed herein, to the best of the knowledge of Neural and based upon information provided to it by each of the Proposed Directors for election to the Board, no Proposed Director of Neural is, as at the date hereof, or has been, within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company (including Neural) that:

(i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days that was issued while the Proposed Director was acting in the capacity as director, chief executive officer or chief financial officer; or

(ii) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days that was issued after the Proposed Director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

John Durfy was a director and the Chief Executive Officer of Vertical Peak which was subject to a cease trade order issued by the OSC on December 3, 2021 for failing to file its financial statements. The cease trade order was subsequently lifted on December 16, 2021 upon Vertical Peak completing the necessary filings.

On December 5, 2023 Vertical Peak became subject to a cease trade order by the OSC pursuant to National Policy 11-207 - Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions for failing to file its annual financial statements and management's discussion and analysis for the year ended July 31, 2023, and the certification of the foregoing filings required by National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings. The cease trade order remains outstanding as at the date of this Circular.

Bankruptcies and Other Proceedings

Except as disclosed herein, no Proposed Director of Neural is, as at the date hereof, or has been within 10 years prior to the date hereof, a director or executive officer of any company (including Neural) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Mr. Durfy served as chief executive officer of Vertical Peak from February 28, 2020 to March 31, 2023 and as director of Vertical Peak from February 28, 2020 to August 17, 2023. On November 30, 2023, a receiver was appointed without notice by the Supreme Court of British Columbia pursuant to Section 243(1) of the Bankruptcy and Insolvency Act and Section 39 of the Law and Equity Act of all of the assets, undertakings and property of Vertical Peak and Downwind 27, Inc. acquired for, or used in relation to a business carried on by Vertical Peak and by Downwind 27, Inc.

No Proposed Director of Neural has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the Proposed Director.

Penalties and Sanctions

No Proposed Director of Neural has been subject to:

(ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important in deciding whether to vote for a Proposed Director.

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New Slate

The following table provides the names of each of the Proposed Directors of the Resulting Issuer as part of the New Slate, along with all positions and offices to be held in the Resulting Issuer by these nominees. It also includes each nominee's municipality and country of residence, principal occupation during the past five years, the duration of their service as directors, and the number of Neural Shares beneficially owned by each nominee, either directly or indirectly, or over which they exercise control or direction. In addition, the table sets out the number of Resulting Issuer shares each nominee will hold following completion of the Series B Transactions and Consolidation, as well as the percentage ownership of each nominee in the Resulting Issuer post completion of the Series B Transactions. The election of the New Slate is contingent upon the receipt of all required regulatory approvals. If any nominee from the New Slate is unable to serve as a director, that individual will not be appointed following the Series B Transactions. In such an event, a member of the Current Slate will continue as a director until a suitable replacement is identified, at which point the Current Slate member will resign and the remaining board members will appoint a replacement in accordance with applicable law. Additionally, the disclosure includes information regarding Mr. John Ross, who will serve as Chief Financial Officer of the Resulting Issuer upon completion of the Series B Transactions.

Name and Residence of Proposed Directors	Principal Occupation and Occupation for Past Five Years	Director Since	Beneficially Owned, or Controlled or Directed, Directly or Indirectly
			Neural Shares		Resulting Issuer Shares post completion of Series B Transactions and Consolidation(9)
			Number	% Issued and Outstanding	Number	% Issued and Outstanding
Jörn J. Follmer(1)
Proposed Chairman of the Board
Munich, Germany	Chairman of the Board of CWE since 2024. Chief Executive Officer of CWE from 2019 to 2024. Managing Partner at CdC Capital GmbH from 2019 to present. Advisory Board member at Steinbeis Mergers & Acquisitions since March 2020. Deputy Chairman of the Supervisory Board of Cogia AG from March to August 2021. Member of the Supervisory Board of Tecnovum AG (current).	Change of Board Time	940,315(7)	0.56%	10,683,162	12.52%
Ronnie Jaegermann
Proposed Director and Chief Executive Officer
Ramat Hasharon, Israel	Chief Executive Officer of CWE. Founder and Venture Partner at Exiteam Capital Partners Ltd. from November 2020 to present; Venture Partner at Beyond-Ventures from September 2019 to November 2020. Chief Financial Officer of Cann-Is Capital Corp. from August 31, 2018 to present. and Chair of the audit committee of Adcore Inc. from May 27, 2019 to present; director of Water Ways Technologies Inc. from March 2019 to present; director of Reem Capital Corp., became Seegnal Inc, in August of 2025.	Change of Board Time	Nil(10)	Nil	3,803,173(2)(3)	4.46%
Ian Campbell
Director and Former Chief Executive Officer
Flamborough, ON, Canada	Principal occupation for the past five years outlined in the section above titled Current Slate.	November 8, 2021	Nil(4)	Nil	Nil(4)	Nil
Eran Ovadya(1)(5)
Proposed Director
Givatayim, Israel	Principal occupation for the past five years outlined in the section above titled Current Slate.	December 13, 2024	813,929(6)(8)	0.48%	250,000(6)	0.29%

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Name and Residence of Proposed Directors	Beneficially Owned, or Controlled or Directed, Directly or Indirectly
	Neural Shares		Resulting Issuer Shares post completion of Series B Transactions and Consolidation^{(9)}
	Number	% Issued and Outstanding	Number	% Issued and Outstanding
Aaron Meckler^{(1)}
Proposed Director

Boca Raton, FL, USA | Director, Chief Financial Officer and Corporate Secretary of CWE European Holdings Inc. since 2019. Director, Chief Executive Officer and Chief Financial Officer of OG Acquisition 2 Corp. since May 6, 2022. Director of Muzhu Mining Ltd. from November 30, 2022 to April 22, 2025. Director of Cannibble Food-Tech Ltd. from February 2022 to March 1, 2024. Chief Financial Officer of CoinAnalyst Corp. from January 9, 2023 to April 18, 2023. Chief Executive Officer, Chief Financial Officer and Director of Stralak Resources Inc. from November 23, 2020 to June 25, 2021; following the reverse takeover the issuer was renamed Hempsana Holdings Ltd., which began trading on the CSE on July 15, 2021. | Change of Board Time | Nil | Nil | 752,500 | 0.88% | | John Ross Proposed Chief Financial Officer

North York, ON, Canada | Chief Financial Officer of CWE. Chief Financial Officer of Urban Infrastructure Group Inc. from March 2024 to present. Chief Financial Officer of Mydecine Innovations Group Inc. from September 2022 to present. Chief Financial Officer and Corporate Secretary of Omai Gold Mines Corp. from August 16, 2021 to April 4, 2022. Chief Financial Officer of Empatho Holdings Inc. from December 14, 2021 to May 31, 2022. Chief Financial Officer of AMPD Ventures Inc. from July 2019 to May 15, 2023. Part-time Chief Financial Officer of Green Shift Commodities Ltd. (formerly U3O8 Corp.) throughout this period (since June 2010). Chief Financial Officer of American Tungsten Corp. (formerly Demesne Resources Ltd.) from June 23, 2022 to September 27, 2024. | Change of Board Time | Nil | Nil | Nil | Nil |

Notes:

(1) Proposed member of the Audit Committee. (2) Mr. Jaegermann’s Resulting Issuer Shares will be held by Zermatok Marketing Management and Financial Consulting Ltd., a company 100% owned by Mr. Jaegermann. (3) Mr. Jaegermann will hold 800,000 Resulting Issuer Replacement Warrants. (4) Mr. Campbell will hold 345,357 Resulting Issuer Settlement Warrants and 263,250 RSUs following the completion of Series B Transactions. (5) Proposed Chair of the Audit Committee. (6) Mr. Ovadya will own 125,000 Resulting Issuer Replacement Warrants following the completion of Series B Transactions. (7) Acquired in the open market. (8) 313,929 Neural Shares were issued to Mr. Ovadya, in connection with the exercise of the Series A Option, in consideration of his ownership in CWE and an additional 500,000 Neural Shares were issued to Mr. Ovadya on April 14, 2026 to settle 500,000 RSUs. (9) On a basic undiluted basis. (10) Mr. Jaegermann owns 729,333 Pre-Listing Round Broker Warrants.

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New Slate Director and Officer Biographies

Ronnie Jaegermann, Chief Executive Officer and Director (Age 65)

Mr. Jaegermann is a venture capital and finance executive. In the course of his career in investment banking and international capital markets he led multiple businesses from start-up ventures to profitable companies that became acquisition targets. From 2014 to 2019, Mr. Jaegermann served as Chief Executive Officer and Head of Investment Banking Advisory at Aloni Haft Investment Banking Ltd., a Tel Aviv-based boutique investment bank focused on raising capital for Israeli companies in international markets. After leaving Aloni Haft, he was a Venture Partner at Beyond-Ventures, an Israeli venture capital and investment advisory firm, from September 2019 to November 2020. In 2020, Mr. Jaegermann founded Exiteam Capital Partners Ltd., an Israeli venture capital and advisory firm focused on guiding Israeli tech companies to listings on Canadian stock exchanges, and he continues to serve as a Founder and Venture Partner at Exiteam.

Earlier in his career, between November 2012 and October 2013, Mr. Jaegermann was the Chief Executive Officer of JNH International Ltd., a company that manufactured and sold Disney-licensed children's furniture and bedding. From 1998 to 2009, he was the Chief Executive Officer and a director of several Israeli technology companies that were listed on the London AIM market and other European stock exchanges. Over his career, Mr. Jaegermann has been involved in more than 15 initial public offerings of Israeli companies, helping to raise a total of over $200 million in financing. Mr. Jaegermann earned a B.A. in Economics and Political Science from Tel Aviv University in 1984.

In his capacity as Chief Executive Officer, Mr. Jaegermann is responsible for corporate strategy, capital markets and investor relations, and oversight of operations. Mr. Jaegermann also currently serves as the Chief Financial Officer of Cann-Is Capital Corp. (TSX-V), a capital pool company, and sits on the board of directors of Water Ways Technologies Inc. (TSX-V), Seegnal Inc. (formerly, Reem Capital Corp.) (TSX-V), and Adcore Inc. (TSX).

To the best of Mr. Jaegermann's knowledge, (i) at the time of his involvement with his previous roles, none of such companies were affiliates of Neural or CWE, and (ii) as of the date hereof, all of such companies are still carrying on their respective businesses other than JNH International Ltd., which was sold and ceased operations.

Mr. Jaegermann does not work full-time for CWE and will not work full-time for the Resulting Issuer, but will dedicate the necessary time to fulfill his duties as a Chief Executive Officer and Director of the Resulting Issuer. He currently devotes 25% of his available time to CWE's affairs and anticipates devoting approximately 25% of his available time to Resulting Issuer's affairs. Mr. Jaegermann is an independent contractor of CWE and will be an independent contractor of the Resulting Issuer upon completion of Series B Transactions. Upon appointment of as director of the Resulting Issuer Mr. Jaegermann is expected to enter into an indemnity agreement with the Resulting Issuer that will include non-disclosure and non-disparagement provisions. He has not entered into a non-competition agreement with Neural or CWE and is not expected to enter into one with the Resulting Issuer.

Jörn Follmer, Chairman of the Board (Age 60)

Mr. Follmer is a entrepreneur with experience in capital markets. Notably, he sold one of his ventures to a NASDAQ-listed firm in 1999 and built up another company that he took public on the Deutsche Börse's General Standard exchange in 2005. In 2008 he transitioned into investment banking and, as an official listing partner of various stock exchanges, has since helped take more than 40 companies public. Mr. Follmer's background also includes serving on the boards of several publicly listed companies in Europe. He studied business administration in Germany at Universität Bamberg and earned his M.B.A. degree from Texas Christian University in 1991.

Since 2007 Mr. Follmer has been a Managing Partner at CdC Capital GmbH, a Munich-based corporate finance and investment advisory firm focused on IPO consulting and research. In March 2020, he joined Steinbeis Mergers & Acquisitions currently serving as member of the Advisory Board, advising mid-market clients on M&A and capital-raising strategies out of the firm's Munich office. Alongside his finance career, Mr. Follmer became involved in the legal hemp/cannabis industry. In late 2016 he co-founded DCI Cannabis Institute GmbH with entrepreneur Wenzel Cerveny. He served as Chief Executive Officer of CWE from its inception in 2019 until 2024 and since then has served as Chairman of the Board. Mr. Follmer oversaw the expansion of CWE's operations to 19 brick-and-mortar hemp retail locations across the German state of Bavaria, as well as the development of a private-label CBD product line.

As Chairman of the Board, Mr. Follmer is responsible for oversight of the strategic direction and corporate governance and works with management on corporate initiatives.

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Mr. Follmer also holds or has held directorships and leadership roles outside of the Company. He was the Deputy Chairman of the Supervisory Board of Cogia AG in 2021 (03-08), a Frankfurt-listed data analytics and software company. In addition, he serves as a member of the Supervisory Board of Tecnovum AG, a non-listed technology-focused company based in Germany in the field of IoT/Smart-home. These roles are independent of the Resulting Issuer, and Mr. Follmer continues to act as a member of the Advisory Board with Steinbeis M&A and remains an advisor in the capital markets field, although the Resulting Issuer is now his primary corporate focus.

To the best of Mr. Follmer's knowledge, (i) at the time of his involvement with his previous roles, none of such companies were affiliates of Neural or CWE, and (ii) as of the date hereof, all of such companies are still carrying on their respective businesses.

Mr. Follmer does not work full-time for CWE and will not work full-time for the Resulting Issuer, but will dedicate the necessary time to fulfill his duties as the Chairman of the Board of the Resulting Issuer. He currently devotes 50% of his available time to CWE’s affairs and anticipates devoting approximately 50% of his available time to Resulting Issuer’s affairs. Mr. Follmer is an independent contractor of CWE and will be an independent contractor of the Resulting Issuer upon completion of Series B Transactions. Upon appointment of Chairman of the Board of the Resulting Issuer Mr. Follmer is expected to enter into an indemnity agreement with the Resulting Issuer that will include non-disclosure and non-disparagement provisions. He has not entered into a non-competition agreement with CWE and is not expected to enter into one with the Resulting Issuer.

Aaron Meckler, Director (Age 33)

Mr. Meckler is an investment banker and corporate finance executive with approximately a decade of experience in Canadian public markets, focused on small- and mid-cap issuers in sectors including technology, mining, food tech, and cannabis. He is the co-founder, Chief Financial Officer and a director of Amuka Capital Corp., a Toronto-based boutique merchant banking and investment firm specializing in public listings, structured financings, and mergers and acquisitions. Through Amuka, he has advised numerous issuers on go-public strategies, led capital raising initiatives for both institutional and high-net-worth investors, and executed reverse takeovers and initial public offerings on Canadian exchanges.

From May 2022 to the present, Mr. Meckler has served as Chief Executive Officer and Chief Financial Officer of OG Acquisition 2 Corp., a private British Columbia company formed to identify and acquire targets for a potential public listing. He has also been Chief Financial Officer, Corporate Secretary and a director of CWE European Holdings Inc. since 2019. Between November 2022 and April 2025, he was a director of Muzhu Mining Ltd. (CSE: MUZU), a junior mineral exploration company, and from February 2022 to March 2024 served as a director of Cannibble Food-Tech Ltd. (CSE: PLCN), an Israeli cannabis food technology company.

Mr. Meckler’s public company experience includes leadership and governance roles with multiple reporting issuers. He served as Chief Financial Officer of CoinAnalyst Corp. (CSE: COYX) from January to April 2023, having previously been a director of the company (then operating as Brandenburg Energy Corp.) from May 2020 to October 2021. From November 2020 to July 2021, he was a director of Hempsana Holdings Ltd. (CSE: HMPS) following its reverse takeover of Stralak Resources Inc., a CSE-listed capital pool company where he was Chief Executive Officer, Chief Financial Officer and a director. At Stralak, he obtained the revocation of legacy cease trade orders in March 2021, enabling the company to complete its business combination and list as Hempsana.

Mr. Meckler earned a Bachelor of Commerce degree from York University and holds both the Chartered Investment Manager (CIM) designation and the Fellow of the Canadian Securities Institute (FCSI) designation. In his capacity as the director, Mr. Meckler provides oversight on corporate governance, financing initiatives and capital market activities. To the best of Mr. Meckler's knowledge, (i) at the time of his involvement with his previous roles, none of such companies were affiliates of Neural or CWE, and (ii) other than the companies disclosed below in the section titled "Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions" as of the date hereof, all of such companies are still carrying on their respective businesses.

Mr. Meckler will not work full-time for the Resulting Issuer, but will dedicate the necessary time to fulfill his duties as a director of the Resulting Issuer. He anticipates devoting approximately 20% of his available time to Resulting Issuer’s affairs. Mr. Meckler will be an independent contractor of the Resulting Issuer upon completion of Series B Transactions. Upon appointment as a director of the Resulting Issuer Mr. Meckler is expected to enter into an indemnity agreement with the Resulting Issuer that will include non-disclosure and non-disparagement provisions. He has not entered into a non-competition agreement with CWE and is not expected to enter into one with the Resulting Issuer.

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John Ross, Proposed Chief Financial Officer (Age 67)

Mr. Ross is a financial executive with over three decades of experience leading finance functions for Canadian public companies across the technology, life sciences and natural resources sectors. Over the past ten years he has held multiple part-time and fractional CFO mandates, building and overseeing public-company reporting systems, budgeting and controls, exchange compliance, and transaction execution. Since 2010 he has served as part-time Chief Financial Officer of Green Shift Commodities Ltd. (formerly U3O8 Corp.). From 2017 to 2020 he was Chief Financial Officer of Hempco Food and Fiber Inc. and, from May 2019 to March 2020, also served as interim Chief Executive Officer through its acquisition by Aurora Cannabis. He was part-time Chief Financial Officer of AMPD Ventures Inc. from 2019 to May 2023, and Chief Financial Officer and Corporate Secretary of Omai Gold Mines Corp. from August 2021 to April 2022. He has been Chief Financial Officer of Mydecine Innovations Group Inc. since September 2022 and, since March 2024, Chief Financial Officer of Urban Infrastructure Group Inc. Mr. Ross has also served as a senior officer of Empatho Holdings Inc. and American Tungsten Corp. (formerly Demesne Resources Ltd.) within the period. Mr. Ross holds an MBA from the University of Western Ontario (Ivey Business School) and is a Chartered Professional Accountant (CPA, CA).

Earlier in his career, Mr. Ross was Chief Financial Officer of FNX Mining Company Inc. (TSX) and IAMGOLD Corporation (TSX), where he gained experience in public-company capital markets, M&A and corporate governance. He has additionally served in senior finance roles with exploration and development companies including Xtra-Gold Resources Corp., Strategic Minerals Europe Corp., Colossus Minerals Inc., and Continental Gold's predecessor entity. Mr. Ross has experience establishing public-company finance infrastructure, managing audits and continuous disclosure, and executing financings and strategic transactions. As Chief Financial Officer, Mr. Ross will oversee financial reporting and controls, budgeting and treasury, external audits, exchange compliance, and investor financial communications. To the best of Mr. Ross' knowledge, (i) at the time of his involvement with his previous roles, none of such companies were affiliates of Neural or CWE, and (ii) other than the companies disclosed below in the section titled "Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions" as of the date hereof, all of such companies are still carrying on their respective businesses.

Mr. Ross will not work full-time for the Resulting Issuer, but will dedicate the necessary time to fulfill his duties as the Chief Financial Officer of the Resulting Issuer. He anticipates devoting approximately 15% of his available time to Resulting Issuer's affairs. Mr. Ross is an independent contractor of CWE and will be an independent contractor of the Resulting Issuer upon completion of Series B Transactions. Upon appointment of as Chief Financial Officer of the Resulting Issuer Mr. Ross is expected to enter into an indemnity agreement with the Resulting Issuer that will include non-disclosure and non-disparagement provisions. He has not entered into a non-competition agreement with CWE and is not expected to enter into one with the Resulting Issuer.

Biographies of Ian Campbell and Eran Ovadya are set out in the section above titled "Current Slate Director Biographies" as they will remain on the Board post completion of the Series B Transactions.

Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Corporate Cease Trade Orders

Other than as disclosed below, to the best of the knowledge of Neural and based upon information provided to it by each of the proposed directors under the New Slate for election to the Board, no Proposed Director of Neural is, as at the date hereof, or has been, within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company (including Neural) that:

(i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

(ii) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

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Within the last ten years, while John Ross served as an officer of certain reporting issuers:

(i) Mydecine Innovations Group Inc. (currently Noveris Health Sciences Inc.) became subject to management cease trade orders on May 2, 2024 and May 9, 2024 in connection with the timing of its annual filings, which were subsequently revoked on July 5, 2024 and July 8, 2024 respectively once the company completed the required filings;

(ii) Empatho Holdings Inc. was subject to a cease trade order in on March 5, 2024, which remains outstanding as of the date hereof;

(iii) AMPD Ventures Inc. became subject to a cease trade order on October 5, 2023, which remains outstanding as of the date hereof, within one year after Mr. Ross ceased to be its Chief Financial Officer on May 15, 2023;

(iv) Mydecine Innovations Group Inc. (currently Noveris Health Sciences Inc.) became subject to a management cease trade order on May 1, 2025 in connection with the timing of its annual filings, which were subsequently lifted on July 10, 2025 once the company completed the required filings; and

(v) CoinAnalyst Corp. became subject to management cease trade orders on May 4, 2022 and May 6, 2022 in connection with the timing of its annual filings, which were subsequently revoked on July 14, 2022 and July 15, 2024 respectively once the company completed the required filings; and

(vi) CoinAnalyst Corp. became subject to a cease trade order on December 5, 2022 (revoked on January 6, 2023) and May 8, 2023, which remains outstanding as of the date hereof, within one year after Mr. Ross ceased to be its Chief Financial Officer on October 20, 2022.

To his knowledge, Mr. Ross has not, personally the subject of any penalties, sanctions, or settlement agreements with a securities regulatory authority and has not, within the last ten years, been a director or officer of any issuer that became bankrupt, made a proposal under bankruptcy or insolvency legislation, or was subject to a receivership while he was a director or officer or within one year thereafter.

Within the last ten years, while Aaron Meckler served as an officer or director of certain reporting issuers, (i) Stralak Resources Inc. remained subject to long-standing cease trade orders originally issued by the British Columbia Securities Commission on April 12, 2007 and by the Alberta Securities Commission on July 11, 2007 for continuous disclosure defaults and partial revocation orders were granted on December 17, 2020 to permit a financing, and the cease trade orders were fully revoked on March 5, 2021, during Mr. Meckler's tenure as Chief Executive Officer and Chief Financial Officer; (ii) Brandenburg Energy Corp. was subject to cease trade orders issued by the British Columbia Securities Commission on January 6, 2015 and by the Alberta Securities Commission on April 7, 2015 for failure to file required disclosure, with a partial revocation granted on June 9, 2020 to permit a financing; and (iii) CoinAnalyst Corp. became subject to a cease trade order on May 8, 2023, which remains outstanding as of the date hereof, within one year after Mr. Meckler ceased to be its Chief Financial Officer on April 17, 2023. To Mr. Meckler's knowledge, he has not personally been subject of any penalties, sanctions, or settlement agreements with a securities regulatory authority and has not, within the last ten years, been a director or officer of any issuer that became bankrupt, made a proposal under bankruptcy or insolvency legislation, or was subject to a receivership while he was a director or officer or within one year thereafter.

Bankruptcies and Other Proceedings

No Proposed Director of Neural is, as at the date hereof, or has been within 10 years before the date hereof, a director or executive officer of any company (including Neural) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

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Penalties and Sanctions

No Proposed Director of Neural has been subject to:

(i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important in deciding whether to vote for a proposed director.

C. APPOINTMENT OF AUDITORS AND FIXING THE REMUNERATION

Unless authority to vote is withheld, the persons named in the accompanying form of proxy intend to vote for the appointment of Kreston as the auditor of Neural, to hold office until the next annual meeting of the shareholders, and to authorize the directors to fix the auditor's remuneration.

Kreston was first appointed as auditor of Neural on April 15, 2026. Prior to Kreston, Horizon was auditor of Neural. In accordance with the provisions of NI 51-102, attached to this Circular as Schedule "N", is the requisite reporting package, including the notice of Neural to Horizon and Kreston stating that there are no reportable events and the letters of each of Horizon and Kreston to the OSC, Authorité des Marchés Financiers, British Columbia Securities Commission and Alberta Securities Commission.

UNLESS THE SHAREHOLDER DIRECTS THAT HIS, HER OR ITS NEURAL SHARES ARE TO BE WITHHELD FROM VOTING IN CONNECTION WITH THE CONFIRMATION AND APPOINTMENT OF THE AUDITORS, THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO VOTE FOR THE APPOINTMENT OF KRESTON GTA LLP, LICENSED PUBLIC ACCOUNTANTS AS THE AUDITORS OF NEURAL UNTIL THE NEXT ANNUAL MEETING OF SHAREHOLDERS AND TO AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION.

Neural Shareholders will be asked to approve the resolution appointing the auditors and authorizing the directors to fix their remuneration. To be approved, the resolution must be passed by a majority of the votes cast by Neural Shareholders at the Meeting. Management recommends a vote FOR in respect of the resolution approving the appointment of the auditor and authorizing the directors to fix the auditor's remuneration.

D. APPROVAL OF NAME CHANGE

Neural Shareholders will be asked to consider, and if thought appropriate, approve, with or without variation, the special resolution (the "Name Change Resolution") set forth in Schedule "D" to this Circular authorizing the amendment of the articles of incorporation of Neural to effect the change of the name of Neural to "Hanf.com Inc." or to such other name as is acceptable to Neural and the CSE (the "Name Change"). The Name Change is expected to be implemented following the completion of Series B Transactions. The Board and management of Neural are of the view that the name "Hanf.com Inc." will more accurately reflect the proposed business of the Resulting Issuer following completion of Series B Transactions. The Name Change is subject to CSE approval.

The Name Change Resolution must be approved by at least two-thirds (2/3) of the votes cast by Neural Shareholders present in person or voting by proxy at the Meeting in order for it to be adopted. The Board and management of Neural recommend that Neural Shareholders vote FOR the Name Change Resolution and unless the shareholder has specified in the form of proxy that Neural Shares represented by such form of proxy are to be voted against the Name Change Resolution.

The Name Change will not be effective until all applicable filings are complete. The Board reserves the right to revoke all or part of the articles of amendment at any time prior to their becoming effective, or to not proceed with the filing of the articles of amendment at all.

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E. APPROVAL OF CONSOLIDATION OF NEURAL SHARES

The Consolidation is proposed to be undertaken in order to align the value of Neural Shares to the price per Neural Share at which the Series B Transactions will be completed. At the Meeting, Neural Shareholders will be asked to approve the proposed Consolidation of the issued and outstanding Neural Shares to be completed concurrently with the completion of the Series B Transactions, on the basis of approximately one (1) post-Consolidation Neural Share for every four (4) pre-Consolidation Neural Shares, such that there shall be approximately 42,300,134 Neural Shares issued and outstanding immediately after the Consolidation, but prior to the closing of the Series B Transactions.

As of the date of this Circular, Neural has 169,200,537 Neural Shares issued and outstanding. If the Consolidation is approved by Neural Shareholders and implemented by the Board, the number of Neural Shares underlying the Resulting Issuer Convertible Securities and the exercise price thereof will be adjusted in accordance with the terms of the applicable securities or the plans governing such securities based on the applicable consolidation ratio applied to the Consolidation.

Summary of the Consolidation

Effective Date

The effective date of the Consolidation shall be determined, at the sole discretion of the Board, to take place concurrently with the Series B Transactions and after the receipt of the approval of the Series B Transactions Resolution, the Name Change Resolution and the Consolidation Resolution. If for any reason, the requisite shareholder approvals are not obtained for the Series B Transactions, the Board, in its sole discretion, may suspend altogether or postpone the proposed Consolidation.

Exchange of Securities

Non-registered shareholders holding their Neural Shares through a bank, broker or other nominee should note that such banks, brokers or other nominees may have various procedures for processing the Consolidation. If a Shareholder holds Neural Shares with such a bank, broker or other nominee and has any questions in this regard, the Shareholder is encouraged to contact its nominee. No fractional post-Consolidation Neural Shares will be issued upon the Consolidation. If as a result of the Consolidation, a Shareholder becomes entitled to a fractional post-Consolidation Neural Share, such fraction will be rounded down to the nearest whole number. If the Consolidation is approved by Neural Shareholders and implemented by the Board, the registered Neural Shareholders who hold their Neural Shares in form of direct registration statements, will receive new direct registration statements representing pre-Consolidation Neural Shares via mail or email.

In order to be adopted, the Consolidation Resolution must be approved by at least two-thirds (66 $\frac{2}{3}%$ ) of the votes cast by the holders of Neural Shares, either present in person or represented by proxy at the Meeting. If the Consolidation Resolution is adopted by the shareholders at the Meeting, Neural currently intends to file the articles of amendment contemporaneously with the completion of the Series B Transactions. The articles of amendment will not have any effect on the operations of Neural, other than as noted above. The Consolidation remains subject to regulatory approval, including without limitation, approval of the CSE.

Consolidation Resolution

Neural Shareholders are asked to consider and approve a special resolution authorizing Neural to carry out the Consolidation. At the Meeting, shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, the following Consolidation Resolution:

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT, subject to the requisite Shareholder approvals for the Series B Transactions Resolution as set out in Schedule "A" attached to the information circular of Neural Therapeutics Inc. ("Neural") dated April 15, 2026:

Neural is hereby authorized to file articles of amendment with the Ontario Ministry of Public and Business Service Delivery and Procurement to amend the articles of Neural such that the issued and outstanding common shares of the Company (the "Neural Shares") immediately upon the effective date of such articles of amendment be consolidated on the basis of one (1) "new" common share for every four (4) "old" Neural Share outstanding (the "Consolidation"), or such other ratio that results in Neural having approximately 42,300,134 Neural Shares issued and outstanding following the Consolidation.

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in the event that a Neural Shareholder would otherwise be entitled to a fractional Neural Share as a result of the Consolidation, the number of Neural Shares issued to that Shareholder shall be rounded down to the nearest whole Neural Share, no compensation will be issued to Shareholders as a result of rounding down;
the board of directors of Neural, in their sole and complete discretion, are authorized and empowered to act upon this special resolution to effect the Consolidation and to determine the actual Consolidation ratio such that there shall be approximately 42,300,134 Neural Shares issued and outstanding post-Consolidation;
the articles of amendment in respect of the Consolidation shall be in such form as may be approved by any officer or director of the Company in order to ensure compliance with the provisions of the Business Corporations Act (Ontario) and the Director appointed thereunder, as the same may be amended from time to time;
the board of directors of Neural is authorized, in its sole discretion, to determine not to proceed with the Consolidation without further approval of the shareholders of the Company any time prior to the endorsement by the Director of the articles of amendment in respect of the Consolidation; and
any one officer or director of Neural is hereby authorized and directed, for and on behalf of and in the name of Neural to execute, under the seal of Neural or otherwise, and to deliver, all documents, agreements and instruments and to do all such other acts and things, as such officer or director, may deem necessary or desirable to implement the foregoing resolutions and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents, agreements or instruments or doing of any such act or thing."

After careful consideration of all relevant factors relating to the Consolidation, the Board recommends that Neural Shareholders vote IN FAVOUR of the Consolidation Resolution. Unless you give instructions otherwise, the Management Appointees intend to vote any proxies received and not indicated FOR the Consolidation Resolution.

F. APPROVAL OF RESTRICTED SHARE UNIT PLAN

On January 6, 2023, in connection with the 2023 Neural Meeting, Neural Shareholders adopted the RSU Plan, a copy of which has been appended as Schedule "D" to this Circular. The material terms and conditions of the RSU Plan are set out under the heading "Executive Compensation" of this Circular.

In connection with the Series B Transactions, Neural Shareholders will be asked to consider and, if deemed advisable, to approve, with or without variation, an ordinary resolution approving the re-adoption of the RSU Plan ("Resulting Issuer RSU Plan Resolution"), substantially in the form attached hereto as Schedule "D", which will be effective upon the completion of the Series B Transactions and will become the restricted share unit incentive plan of the Resulting Issuer (the "Resulting Issuer RSU Plan").

The purpose of the Resulting Issuer RSU Plan is to allow for certain discretionary bonuses and similar awards as an incentive and reward for selected directors, officers and employees related to the achievement of long-term financial and strategic objectives of the Resulting Issuer and the resulting increases in shareholder value. The Resulting Issuer RSU Plan is intended to promote a greater alignment of interests between the shareholders of the Resulting Issuer and the selected directors, officers, and employees by providing an opportunity to participate in increases in the value of the Resulting Issuer.

The Resulting Issuer RSU Plan and the Resulting Issuer Option Plan (see "Particulars of the Matters to be Acted Upon - Approval of Stock Option Plan") are being presented for Neural Shareholder re-approval at the Meeting. Pursuant to CSE Policies, both plans are structured as "rolling 10%" security-based compensation arrangements and therefore require shareholder re-approval every three years or upon material amendment. The proposed Resulting Issuer RSU Plan reflects the terms of the plan as approved by the Board and remains substantially the same as the plan approved at the 2023 Neural Meeting.

As of the date of this Circular, 4,520,000 RSU's have been granted and 4,020,000 RSU's are outstanding under the RSU Plan.

The text of the Resulting Issuer RSU Plan Resolution is as follows:

"BE IT RESOLVED as an ordinary resolution of the shareholders that:

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the restricted share unit plan substantially in the form attached as Schedule "D" to the information circular (the "Circular") prepared for the annual general and special meeting of Neural Therapeutics Inc. (the "Company") held on May 25, 2026 (the "Resulting Issuer RSU Plan"), be and is hereby approved and adopted as the equity incentive plan of the Resulting Issuer (as defined in the Circular);
any one director or officer may amend the form of the Resulting Issuer RSU Plan in order to satisfy the requirements or requests of any regulatory authorities, including the Canadian Securities Exchange, without requiring further approval of the shareholders of the Company; and
any one director or officer of the Company is authorized and directed, on behalf of the Company, to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, agreements, documents and other instruments and do all such other acts and things (whether under corporate seal of the Company or otherwise) that may be necessary or desirable to give effect to this resolution."

The requisite regulatory approvals for the Resulting Issuer RSU Plan, including the approvals of the CSE (or any other stock exchange on which the Resulting Issuer Shares may be listed), may not be sought by Neural until after the Meeting. There can be no assurance that the applicable regulatory approvals for the Resulting Issuer RSU Plan will be obtained.

The Board recommends that the Shareholders vote IN FAVOUR of the Resulting Issuer RSU Plan Resolution. Unless you give instructions otherwise, the Management Appointees intend to vote any proxies received FOR the Resulting Issuer RSU Plan Resolution.

The Resulting Issuer RSU Plan Resolution is an ordinary resolution which is required to be approved by greater than fifty percent (50%) of the votes cast by those Neural Shareholders who (being entitled to do so) vote in person or by proxy at the Meeting.

G. APPROVAL OF STOCK OPTION PLAN

On January 6, 2023, in connection with the 2023 Neural Meeting, Neural Shareholders adopted the Option Plan, appended as Schedule "E" to this Circular. The material terms and conditions of the Option Plan are set out under the heading "EXECUTIVE COMPENSATION" of this Circular.

In connection with the Series B Transactions, Neural wishes to obtain Neural Shareholder approval. At the Meeting, Neural Shareholders will be asked to consider and, if deemed advisable, to approve, with or without variation, an ordinary resolution (the "Resulting Issuer Option Plan Resolution") approving the re-adoption of the Neural Option Plan. This plan, substantially in the form attached hereto as Schedule "E", will, effective upon the completion of the Series B Transactions, become the stock option plan of the Resulting Issuer (the "Resulting Issuer Option Plan").

The purpose of the Resulting Issuer Option Plan is to allow for certain discretionary bonuses and similar awards as an incentive and reward for selected directors, officers and employees related to the achievement of long-term financial and strategic objectives of the Resulting Issuer and the resulting increases in shareholder value. The Resulting Issuer Option Plan is intended to promote a greater alignment of interests between the shareholders of the Resulting Issuer and the selected directors, officers, and employees by providing an opportunity to participate in increases in the value of the Resulting Issuer.

The Resulting Issuer Option Plan together with the Resulting Issuer RSU Plan (see "Particulars of the Matters to be Acted Upon - Approval of Restricted Share Unit Plan") are being presented for shareholder re-approval at the Meeting. Pursuant to CSE Policies, both plans are structured as "rolling 10%" security-based compensation arrangements and therefore require shareholder re-approval every three years or upon material amendment. The proposed Resulting Issuer Option Plan reflects the terms of the plan as approved by the Board and remains substantially the same as the plan approved at 2023 Neural Meeting.

As of the date of this Circular, 725,000 Options have been granted or are outstanding under the Option Plan.

The text of the Resulting Issuer Option Plan Resolution is as follows:

"BE IT RESOLVED as an ordinary resolution of the Shareholders that:

the stock option plan substantially in the form attached as Schedule "E" to information circular (the "Circular") prepared for the annual general and special meeting of Neural Therapeutics Inc. (the "Company") held on May 25, 2026 (the "Resulting Issuer Option Plan"), be and is hereby approved and

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adopted as the equity incentive plan of the Resulting Issuer (as defined in the Circular);

any one director or officer may amend the form of the Resulting Issuer Option Plan in order to satisfy the requirements or requests of any regulatory authorities, including the Canadian Securities Exchange, without requiring further approval of the shareholders of the Company; and
any one director or officer of the Company is authorized and directed, on behalf of the Company, to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, agreements, documents and other instruments and do all such other acts and things (whether under corporate seal of the Company or otherwise) that may be necessary or desirable to give effect to this resolution."

The requisite regulatory approvals for the Resulting Issuer Option Plan, including the approvals of the CSE (or any other stock exchange on which the common shares in the capital of the Resulting Issuer may be listed), may not be sought by Neural until after the Meeting. There can be no assurance that the applicable regulatory approvals for the Resulting Issuer Option Plan will be obtained.

The Board recommends that the Shareholders vote IN FAVOUR of the Resulting Issuer Option Plan Resolution. Unless you give instructions otherwise, the Management Appointees intend to vote any proxies received FOR the Resulting Issuer Option Plan Resolution.

The Resulting Issuer Option Plan Resolution is an ordinary resolution which is required to be approved by greater than fifty percent (50%) of the votes cast by those Neural Shareholders who (being entitled to do so) vote in person or by proxy at the Meeting.

H. APPROVAL OF SERIES B TRANSACTIONS WITH CWE

At the Meeting, Neural Shareholders will be asked to approve the Series B Transactions Resolution, substantially in the form set out in Schedule "A" to this Circular.

In order to be effective, the Series B Transactions Resolution must be passed by two-thirds of the votes cast by Neural Shareholders who vote at the Meeting either in person or by proxy as well as a simple majority of the votes cast by Neural Shareholders, excluding any persons required to be excluded in accordance with MI 61-101. It is anticipated that up to 99,304,576 Neural Shares held by Series B Interested Parties will be excluded from this vote, representing approximately 58.9% of the votes attached to the issued and outstanding Neural Shares. See section titled "Series B Transactions Resolution – Minority Shareholder Approval Required under MI 61-101" for additional information.

The Board was unanimous in its determination that the Series B Transactions are in the best interests of Neural and Neural Shareholders and it is its recommendation that Shareholders vote IN FAVOUR OF the Series B Transactions Resolution, a copy of which is set out in Schedule "A" attached to this Circular. Unless you give instructions otherwise, the Management Appointees intend to vote FOR the Series B Transactions Resolution.

Background to Series B Transactions

The following is a summary of key background events leading to the execution of the SIO Agreement and the contemplated Series B Transactions.

On September 27, 2024, Neural and CWE executed the LOI, whereby Neural proposed to acquire an equity interest in CWE. The LOI outlined a two-stage investment option (Series A Option and Series B Option) for Neural to ultimately acquire up to 100% of CWE's shares, pending completion of definitive agreements and certain conditions.
On October 3, 2024, Neural publicly announced its partnership with Hanf.com and the LOI.
On November 15, 2024, Neural and CWE amended the LOI to extend its term to December 31, 2024. The LOI was subsequently amended on several occasions, with the most recent amendment executed on April 30, 2025, further extending the term and deadline to May 31, 2025. This amendment was ultimately superseded by the SIO Agreement.
On March 17, 2025, Neural Shares commenced trading on the CSE under the ticker symbol "NURL", marking the completion of Neural's go-public process via a "direct listing".

On May 28, 2025, Neural and CWE entered into SIO Agreement, which superseded the LOI and set out definitive terms for the multi-step combination. See section titled "Material Terms of the SIO Agreement".
On July 17, 2025, CWE Shareholders approved the transactions contemplated by the SIO Agreement at an annual and special meeting of CWE Shareholders, including the CWE Reorganization. CWE Shareholders consented to exchange their CWE Shares for shares of three new CWE subsidiaries (CWE Newco A, B, and C) as required for Amalgamation A and the subsequent Amalgamation B and C steps, leading up to Series B Transactions.
On August 13, 2025, Neural and CWE announced the completion of Amalgamation A, whereby Neural Subco A amalgamated with CWE Newco A, forming Amalco A and as a result of which, Neural acquired approximately $30.75%$ of CWE's equity in exchange for issuing 79,999,960 Neural Shares to former CWE Shareholders.
On February 13, 2026 and on March 25, 2026, Neural and CWE agreed to amend the SIO Agreement to provide for, among other things, completion of the Concurrent Financing, additional security issuances by CWE and extension of the deadline to complete Series B Transactions to May 31, 2026.

Material Terms of the SIO Agreement

The following is a summary of certain material terms of the SIO Agreement. This summary is not intended to be comprehensive and does not include all information relating to the SIO Agreement. Shareholders are strongly encouraged to review the SIO Agreement (including any amendments thereto) in its entirety, as the respective rights and obligations of the parties are governed exclusively by the express terms and conditions of those agreements, and not by this summary or any other information contained in this Circular. The SIO Agreement is incorporated by reference into this Circular. Copies of the SIO Agreement and relevant amendments are attached as Schedule "A" hereto and are available under Neural's SEDAR+ profile at www.sedarplus.ca.

Certain capitalized terms used in this summary that are not otherwise defined in this Circular or in the Glossary of Terms have the meanings ascribed to them in the SIO Agreement.

Series B Option Exercise Mechanics

The SIO Agreement grants Neural the option, but not the obligation, to proceed with the Series B Transactions. Neural is under no requirement to complete the Series B Transactions unless and until it formally exercises the Series B Option in accordance with the terms of the SIO Agreement. After the completion of Amalgamation A (which occurred on August 13, 2025), Neural may choose to exercise the Series B Option by delivering a Series B Option Exercise Notice to CWE and the relevant CWE entities. The Series B Option Exercise Notice must include evidence of approval by Neural's board of directors confirming:

(i) Neural's intention to proceed with the Series B Transactions; and (ii) that the conditions precedent to completion of the Series B Transactions for the benefit of Neural have been satisfied or waived to Neural's satisfaction.

Upon delivery of the Series B Option Exercise Notice, and subject to the satisfaction or waiver of all remaining conditions precedent under the SIO Agreement, the parties are obligated to proceed with the completion of Amalgamations B, C and D in accordance with the terms of the SIO Agreement and the related amalgamation agreements.

In connection with the exercise of the Series B Option, and prior to the effective date of the Series B Transactions, Neural must obtain approval from Neural Shareholders.

Series B Transactions Terms

Pursuant to terms of the SIO Agreement, as consideration for the Series B Transactions, following the completion of Consolidation, the Resulting Issuer will issue an aggregate of up to 50,517,659 Resulting Issuer Shares at the Share Issuance Price, of which.

As consideration for the Series B Transactions, following the completion of Consolidation, the Resulting Issuer will issue an aggregate of 43,017,659 Resulting Issuer Shares at the Share Issuance Price, of which:

18,034,266 Resulting Issuer Shares will be issued to the current holders of CWE Newco B Shares on the basis of

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one Resulting Issuer Share for every CWE Newco B Share held;

23,045,793 Resulting Issuer Shares will be issued to the current holders of CWE Newco C Shares on the basis of 0.9193 Resulting Issuer Shares for every CWE Newco C Shares held; and
1,937,600 Resulting Issuer Shares will be issued in satisfaction of Advisory Fee Shares.

In addition, the following convertible securities will be issued in connection with Series B Transactions:

former holders of CWE Newco B Replacement Warrant will receive one Resulting Issuer Compensation Warrant in exchange for each CWE Newco B Replacement Warrant, or an aggregate of 31,404,347 Resulting Issuer Compensation Warrants, exercisable into Resulting Issuer Shares at a price of $0.14 per Resulting Issuer Share until April 7, 2027;
former holders of CWE Advisory Warrant will receive one Resulting Issuer Advisory Warrant in exchange for each CWE Newco B Advisory Warrant, or an aggregate of 800,000 Resulting Issuer Advisory Warrants; and
former holders of CWE Debentures will receive an equal principal amount of Resulting Issuer Debentures of up to $1,000,000, convertible into Resulting Issuer Shares at a price of $0.12 per Resulting Issuer Share, subject to certain acceleration provisions.
former holders of CWE CC Broker Warrants will receive Resulting Issuer CC Broker Warrants in exchange for each CWE CC Broker Warrant, or an aggregate of up to 2,666,667 Resulting Issuer CC Broker Warrants assuming that the Concurrent Financing is fully subscribed.

Upon completion of Amalgamations B and C, Amalco A, Amalco B and Amalco C will amalgamate pursuant to Amalgamation D to form Amalco D, which will be a wholly owned subsidiary of the Resulting Issuer, and which will hold a 100% interest in CWE. Completion of the Series B Transactions is subject to the satisfaction of certain closing conditions as set out in the SIO Agreement.

The Resulting Issuer Shares issued pursuant to the Series B Transactions in exchange for CWE Newco B Shares, other than those issued to persons who are Related Persons of the Resulting Issuer and certain holders of Builder Shares, will not be subject to any contractual resale restrictions or statutory hold periods under Section 2.11 of NI 45-102, and will be freely tradable upon listing of the Resulting Issuer Shares on the CSE. In contrast, all the Resulting Issuer Shares issued in exchange for CWE Newco C Shares to holders of Builder Shares (as defined under applicable CSE Policies) and, together with all the Resulting Issuer Shares, Resulting Issuer Advisory Warrants, Resulting Issuer Replacement Warrants and, if applicable, Resulting Issuer Debentures issued to principals and other insiders of the Resulting Issuer in connection with the Series B Transactions, will be subject to escrow in accordance with NP 46-201 and CSE Policy 4. For additional information regarding the securities subject to escrow, see "Information Concerning the Resulting Issuer – Escrowed Securities". Securities issued in connection with the Concurrent Financing (including any underlying securities issuable upon conversion of Resulting Issuer Debentures) will be subject to the resale restrictions of four months and a day from the closing date of the Concurrent Financing.

Mutual Conditions Precedent to Completion of the Series B Transactions

The completion of the Series B Transactions is subject to the satisfaction or waiver of a number of mutual conditions precedent, which are intended to ensure that the parties are able to complete the final step of the transaction in compliance with applicable law and stock exchange requirements. These conditions must be satisfied or waived on or before the effective date of the Amalgamations B, C and D comprising the Series B Transactions. The principal mutual conditions precedent include, among others, the following:

Neural must meet the applicable original listing requirements of the CSE following completion of the Series B Transactions, and the CSE must have conditionally approved the listing of Neural Shares, subject to completion of the Series B Transactions and satisfaction of customary listing conditions.
Amalgamation A and all related ancillary transactions must have been completed in accordance with the SIO Agreement, and no uncured material default or breach may have occurred in respect thereof.
The SIO Agreement must not have been terminated in accordance with its terms prior to completion of the Series B Transactions.

The agreements governing Amalgamations B, C and D and related ancillary documents must have been duly authorized, executed and delivered by the applicable parties and must remain in full force and effect.
All required regulatory approvals, third-party consents and permits necessary to complete the Series B Transactions (including conditional approval of the CSE and acceptance of Neural Listing Statement) must have been obtained and remain in effect.
Since completion of the Amalgamation A, neither party may have entered into any transaction outside the ordinary course of business, or experienced any material adverse change, that would adversely affect its financial condition, business or assets, except as disclosed to and accepted by the other party.
No law, injunction, order or governmental action may be in effect that would prohibit or make illegal the completion of the Series B Transactions.
The final forms of the Amalgamation B, C and D agreements and related ancillary agreements must be agreed to by the parties, acting reasonably.
The Series B Transactions must be completed on or before May 31, 2026, being the completion deadline specified in the SIO Agreement.
No shareholder dissent rights may have been exercised in connection with the resolutions approving the Amalgamations.

If any of the foregoing conditions are not satisfied or waived on or before the applicable deadline, either party may terminate the SIO Agreement, provided that the failure to satisfy such condition was not caused by the terminating party’s breach of the agreement.

Additional Conditions Precedent to Completion of the Series B Transactions for the Benefit of CWE

In addition to the mutual conditions precedent described above, the completion of the Series B Transactions is subject to the satisfaction or waiver of certain additional conditions precedent for the benefit of CWE, which must be satisfied or waived on or before the effective date of the Amalgamations B, C and D comprising the Series B Transactions. Each of the following conditions is for the exclusive benefit of CWE and may be waived by CWE in whole or in part. The principal additional conditions precedent for the benefit of CWE include, among others, the following:

Upon completion of the Series B Transactions, the directors and officers of Neural (other than Ian Campbell and Eran Ovadya) must have resigned and provided mutual releases, and the board of directors and management of Neural must have been reconstituted in accordance with the SIO Agreement, subject to CSE approval.
Neural must have complied in all material respects with its covenants and obligations under the SIO Agreement, and its representations and warranties must be true and correct in all material respects, subject to customary cure rights.
All necessary corporate actions and approvals of Neural and its applicable subsidiaries must have been obtained to authorize the completion of the Series B Transactions.
CWE must have received customary favourable legal opinions from counsel to Neural in connection with the Series B Transactions.
Neural Shareholders must have approved the Series B Transactions, if and to the extent required under applicable law, Neural’s constating documents, or the policies of the CSE.
Neural must have formally elected to exercise the Series B Option, and Neural Board of directors must have confirmed that the conditions precedent to the Series B Transactions have been satisfied or waived.
Neural must have delivered its financial statements for the most recently completed fiscal quarter within the timeframe required to complete applicable regulatory filings in connection with the Series B Transactions.
Neural must have arranged for the issuance and delivery of 2,022,330 Resulting Issuer Shares to former CWE Newco C holders in connection with the Series B Transactions in order to equalize the aggregate consideration received by former CWE Newco C shareholders across the various transaction steps, subject to applicable escrow

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requirements and resale restrictions (see section titled “Ancillary Corporate Transactions Occurring Concurrently with Closing of Series B Transactions”).

No law, order, judgment or governmental action may be in effect that would prohibit or make unlawful the issuance of Neural securities in connection with the Series B Transactions.
Neural must have received conditional approval from the CSE for the issuance of all Resulting Issuer Shares and Resulting Issuer Replacement Warrants in connection with the Series B Transactions, subject only to customary post-closing conditions.
Neural must have delivered customary closing documents, including officers’ certificates, board and shareholder resolutions, and executed amalgamation agreements.
Resulting Issuer Shares issued in connection with Series B Transactions shall be issued in accordance with applicable prospectus exemptions available under NI 45-106 and other than Neural Shares subject to the provisions of NP46-201 will not be subject to a "restricted period" within the meaning of section 2.5 of NI 45-102 or any restrictions on resale imposed by the CSE, and will not contain any restrictive legends; and
Neural must have delivered such other customary documents and instruments as are reasonably required to complete the Series B Transactions.

If any of the foregoing conditions precedent are not satisfied or waived by CWE by the applicable deadline, CWE may terminate the SIO Agreement, subject to customary cure rights and provided that such failure was not caused by a breach of the SIO Agreement by CWE.

Additional Conditions Precedent to Completion of the Series B Transactions for the Benefit of Neural

In addition to the mutual conditions precedent described above, completion of the Series B Transactions is subject to the satisfaction or waiver of certain additional conditions precedent for the benefit of Neural, each of which must be satisfied or waived on or before the effective date of the Series B Transactions. Each such condition is for the exclusive benefit of Neural and may be waived by Neural in whole or in part. The principal additional conditions precedent for the benefit of Neural include, among others, the following:

CWE and CWE Subsidiaries must have complied in all material respects with their covenants and obligations under the SIO Agreement, and their representations and warranties must be true and correct in all material respects, subject to customary cure rights and officer certification.
All required approvals of CWE shareholders and the shareholders of the applicable CWE subsidiary entities in respect of the Series B Transactions and the related amalgamations must have been obtained.
Any escrow agreements required under NP46-201 must have been executed and delivered in form and substance satisfactory to Neural and the CSE.
All necessary consents, waivers, permits and approvals of governmental authorities, regulatory bodies, stock exchanges and third parties required to complete the Series B Transactions must have been obtained and remain in effect.
CWE Newcos and CWE Subsidiaries must be validly existing and in good standing under the laws of their respective jurisdictions and must have the requisite corporate authority to complete the Series B Transactions.
CWE must have delivered to Neural a certified list of shareholders of the applicable CWE entities, together with their respective entitlements under the Series B Transactions and any required escrow documentation.
Neural must be satisfied, acting reasonably, with the results of its due diligence review of CWE and its subsidiaries, including confirmation that the consideration to be issued under the Series B Transactions reflects fair value as of closing.
CWE must have delivered the financial information required to prepare the CSE Form 2A Listing Statement, including unaudited pro forma financial information prepared in accordance with IFRS.
Each individual who will be a director, officer, insider or promoter of Neural following completion of the Series B

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Transactions must have submitted a completed and acceptable personal information form and supporting documentation to the CSE.

The boards of directors of CWE and its applicable CWE Newco must have approved the Series B Transactions and all related matters.
Neural must have received customary favourable legal opinions from counsel to CWE in connection with the Series B Transactions.
CWE must have delivered confirmation from its legal counsel that the legal opinion previously delivered to Neural remains valid as of closing and that no event has occurred that would render certain related representations untrue.

If any of the foregoing conditions precedent are not satisfied or waived by Neural by the applicable deadline, Neural may terminate the SIO Agreement, subject to customary cure rights and provided that such failure was not caused by a breach of the SIO Agreement by Neural.

Covenants of the Parties and Conduct Prior to Closing

The SIO Agreement contains customary covenants governing the conduct of Neural and CWE between the date of the agreement and the completion or termination of the Series B Transactions. These covenants are intended to preserve the value of the parties' businesses, facilitate completion of the Series B Transactions, and ensure compliance with applicable regulatory requirements.

Each of Neural and CWE has agreed that, from the date of the SIO Agreement until its termination, it will not take any action (or fail to take any action) that would reasonably be expected to cause its respective representations and warranties to become untrue or misleading in any material respect.
Each party has agreed to promptly notify the other of any material change affecting its business, operations, assets, liabilities or capital, or of any change in facts that could render any representation or warranty under the SIO Agreement misleading or untrue in any material respect. The parties have also agreed to discuss in good faith any developments that could reasonably require disclosure under the SIO Agreement.
Following delivery of the Series B Option Exercise Notice, neither Neural nor CWE may solicit or encourage proposals relating to an alternative transaction involving the sale of shares or assets, a merger, amalgamation, takeover bid, arrangement or similar transaction. Each party has also agreed to terminate any existing discussions of this nature and to promptly notify the other if it receives any unsolicited inquiry. This covenant does not obligate Neural to complete the Series B Transactions unless and until the Series B Option has been validly exercised.
Following delivery of the Series B Option Exercise Notice, each party has agreed to use commercially reasonable efforts to complete the Series B Transactions and to obtain all required regulatory approvals, including approvals of the CSE. During this period, except as contemplated by the SIO Agreement or the Series B Transactions, neither party may, among other things:
declare or pay dividends or make other distributions;
split, consolidate or reclassify its outstanding securities;
reorganize, amalgamate or merge with another person;
or acquire another business or material assets;

in each case where such action could reasonably be expected to prevent or materially delay completion of the Series B Transactions.

The parties have agreed to cooperate in good faith and to use commercially reasonable efforts to prepare and file all required securities law filings, stock exchange submissions and other regulatory materials in connection with the Series B Transactions. This includes cooperating to obtain required consents, defending proceedings challenging the transaction, responding to regulatory requests, and providing reasonable access to information, subject to customary confidentiality protections.

For greater certainty, the obligation to use commercially reasonable efforts does not require either party to agree to materially adverse amendments to existing agreements or to incur material additional obligations solely to obtain consents or approvals.

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Representations and Warranties of CWE

Under the SIO Agreement, CWE has made customary representations and warranties to Neural relating to its corporate status, business, assets, liabilities and regulatory compliance, upon which Neural has relied in entering into the SIO Agreement and agreeing to the Series B Transactions. Without limiting the generality of the foregoing, CWE has represented and warranted, among other things, that:

CWE and CWE Subsidiaries each of its subsidiaries are duly incorporated or organized, validly existing and in good standing under the laws of their respective jurisdictions and have the requisite corporate power and authority to enter into the SIO Agreement and to consummate the Series B Transactions.
The authorized and issued share capital of CWE is as disclosed in the SIO Agreement, and CWE owns its subsidiaries as described therein. Except as disclosed, there are no outstanding options, warrants, convertible securities or other rights to acquire CWE securities.
Neither CWE nor any of its subsidiaries is a reporting issuer or an associate of a reporting issuer in any jurisdiction, and CWE securities are not listed or traded on any stock exchange.
The consolidated financial statements of CWE for the years ended December 31, 2024 and 2023 have been prepared in accordance with IFRS and present fairly, in all material respects, the financial position of CWE as at the applicable dates.
Except as disclosed in the CWE financial statements or incurred in the ordinary course of business, CWE and its subsidiaries have no material liabilities, whether direct, indirect, absolute or contingent.
CWE and its subsidiaries are in material compliance with applicable laws, regulations, licences and permits required for the conduct of their businesses, including applicable regulatory regimes governing controlled substances in the Federal Republic of Germany.
CWE and its subsidiaries have good and marketable title to their material assets, free and clear of liens or encumbrances, except as disclosed in the financial statements.
Except as disclosed, there are no pending or, to the knowledge of CWE, threatened legal, regulatory or governmental proceedings that would reasonably be expected to have a material adverse effect on CWE or its subsidiaries.
All material taxes required to be paid by CWE and its subsidiaries have been paid or adequately provided for, all required tax filings have been made, and there are no outstanding material tax disputes or reassessments.
Except as disclosed, CWE and its subsidiaries are not parties to any material contracts or indebtedness outside the ordinary course of business, and are not subject to agreements affecting voting control or imposing material restrictions on their operations.
CWE and its subsidiaries are not subject to any collective bargaining agreements and, to the knowledge of CWE, there are no material labour disputes, work stoppages or unionization efforts.
CWE and its subsidiaries are in material compliance with applicable environmental laws, have obtained all required environmental approvals, and are not subject to any known environmental liabilities that would reasonably be expected to have a material adverse effect.
CWE and its subsidiaries maintain insurance coverage that is customary and appropriate for businesses of a similar nature and size.
The issuance of Neural securities to persons resident outside of Canada in connection with the Series B Transactions will be effected in compliance with applicable foreign securities laws, and CWE has assumed responsibility for identifying and satisfying the availability of any required exemptions in such jurisdictions.
None of the representations, warranties or statements made by CWE in the SIO Agreement or related transaction documents contains any untrue statement of a material fact or omits to state any material fact necessary to make such statements not misleading.
CWE and CWE Subsidiaries are compliant in all material respects with the applicable regulations and Laws impacting their operations, including, but not limited to BtMG, BfArM and applicable regulations of Bundesamt

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für Verbraucherschutz und Lebensmittelsicherheit, German Federal Agency for Consumer Protection and Food Safety.

Representations and Warranties of Neural

Under the SIO Agreement, Neural has made customary representations and warranties to CWE relating to its corporate status, capitalization, financial condition, regulatory compliance and business operations, upon which CWE has relied in entering into the SIO Agreement and agreeing to the Series B Transactions. Without limiting the generality of the foregoing, Neural has represented and warranted, among other things, that:

Neural is duly incorporated, and validly existing under the laws of the Province of Ontario, has the requisite corporate power and authority to enter into the SIO Agreement and to complete the Series B Transactions, and has taken all necessary corporate actions to authorize the execution and performance of the transaction documents.
The authorized and issued share capital of Neural is as disclosed in the SIO Agreement and this Circular, and except as disclosed, there are no outstanding securities, options, warrants or other rights to acquire Neural Shares.
Neural Shares and other securities issued in connection with the Series A and Series B Transactions will be duly authorized, validly issued, fully paid and non-assessable.
Neural is a reporting issuer in Ontario, Québec, British Columbia and Alberta, is not in default of applicable securities laws in such jurisdictions, and is not subject to any cease trade orders or similar restrictions. Except as disclosed, Neural is in material compliance with its continuous disclosure obligations.
The audited annual financial statements of Neural for the years ended July 31, 2024 and 2023 and the unaudited interim financial statements for the period ended January 31, 2025 have been prepared in accordance with IFRS and present fairly, in all material respects, the financial position of Neural as at the applicable dates.
Neural has no material liabilities, whether direct or contingent, other than those disclosed in Neural Financial Statements and the Neural Listing Statement.
Since the date of its most recent financial statements, Neural has conducted its business in the ordinary course and has not entered into any material contracts, made distributions or dividends, or engaged in extraordinary transactions, except as disclosed.
Neural is in material compliance with applicable laws and holds all material permits and licences necessary to conduct its business as presently conducted.
There are no pending or, to the knowledge of Neural, threatened legal or governmental proceedings.
Neural has filed all required tax returns and paid or adequately provided for all material taxes owing, and there are no outstanding material tax disputes or reassessments.
Except as disclosed in Neural Financial Statements and the Neural Listing Statement, Neural has not engaged in any material non-arm’s-length transactions.
Neural has no outstanding debt instruments, has not declared or paid dividends since incorporation, and is not subject to contractual restrictions on the declaration or payment of dividends.
Neural is not party to any agreement affecting voting control of its securities, imposing non-competition restrictions, or otherwise materially restricting its ability to carry on its business or complete the Series B Transactions.
None of the representations, warranties or statements made by Neural in the SIO Agreement or related transaction documents contains any untrue statement of a material fact or omits to state a material fact necessary to make such statements not misleading.

Termination, Costs and Expenses, Provisions Surviving Termination

The SIO Agreement may be terminated at any time prior to the effective date of Amalgamation A in the following circumstances:

At any time by the mutual written agreement of Neural and CWE.

By either party in the circumstances described under the applicable conditions precedent provisions of the SIO Agreement, including where one or more conditions precedent to completion of the transaction are not satisfied or waived within the time periods specified therein, provided that such failure is not the result of a breach of the SIO Agreement by the terminating party.

Upon termination of the SIO Agreement in accordance with its terms, the agreement will cease to have any further force or effect, except for certain provisions that expressly survive termination, including provisions relating to termination consequences and allocation of expenses. Termination of the SIO Agreement does not relieve either party from liability for any breach of the agreement occurring prior to termination.

Each of Neural and CWE is responsible for paying its own costs and expenses incurred in connection with the negotiation, preparation and completion of the transactions contemplated by the SIO Agreement, including legal, accounting and advisory fees, and no termination fees or break fees are payable by either party in the event of termination.

Other Provisions of SIO Agreement

The SIO Agreement contains customary representations and warranties for transactions of this nature, including with respect to corporate organization, authority, compliance with applicable laws, financial statements, dispute resolution, notice provisions, assignment of agreement, further assurances, severability, public announcements, disclosure and confidentiality, independent legal advice, conflict of laws, governing law, attornment, personal information, indemnification provisions, waiver provisions, and the absence of material adverse changes. The representations and warranties of each party survive closing for the period specified in the agreement and are subject to standard qualifications and limitations. Full details of the Series B Transactions are contained in the SIO Agreement, which was filed under Neural's profile at www.sedarplus.ca and is incorporated by reference into this Circular.

Pro Forma Share Capitalization

The following pro forma capitalization information is intended to illustrate the relative ownership interests of Neural Shareholders and former CWE securityholders (on a post-Consolidation basis) upon completion of the Series B Transactions

former CWE Newco C and Newco B shareholders will collectively own approximately 43,017,659 Resulting Issuer Shares, representing approximately 50.4% of the issued and outstanding Resulting Issuer Shares on a non-diluted basis; and
Neural Shareholders will own approximately 42,300,134 Resulting Issuer Shares, representing approximately 49.6% of the issued and outstanding Resulting Issuer Shares on a non-diluted basis.

This information is provided for illustrative purposes only and does not purport to reflect the actual financial position or capitalization of the Resulting Issuer following completion of the Series B Transactions.

Ancillary Corporate Transactions Occurring Concurrently with Closing of Series B Transactions

SIO Agreement stipulates that following the completion of the Series B Transactions, the following board and management changes shall take place:

John Durfy, Alex Storcheus, Carlos Davidovich and Colin McLelland will resign from the Board;
Ronnie Jaegermann, Aaron Meckler, and Jörn Follmer will be appointed as directors of the Resulting Issuer;
Ronnie Jaegermann will be appointed as President, CEO and Corporate Secretary of the Resulting Issuer, replacing Ian Campbell; and
John Ross will be appointed as Chief Financial Officer of the Resulting Issuer, replacing Omar Gonzalez.

Following the completion of Series B Transactions, the Resulting Issuer's board was comprised of Ronnie Jaegermann, Aaron Meckler, Jörn Follmer, Ian Campbell and Eran Ovadya, which would occur at the Change of Board Time. Please see "Particulars of the Matters to be Acted Upon – Election of Directors" for more detail.

Effective as of the Closing Date:

NSCI, corporation 100% owned by Alex Storcheus, director of Neural shall forgive an aggregate amount of approximately $551,318 that it was assigned on November 15, 2024 pursuant to Deferral and Assignment

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Agreement (as defined and in the Neural Listing Statement) and an additional $26,039 that was constructively assigned to NSCI and remains as a part of accrued liabilities that will also be forgiven on the Closing Date.

FMICA, corporation in which Alex Storcheus, director of Neural holds an indirect non-controlling interest agreed to forgive an aggregate amount of approximately $170,000.
NSCI, corporation 100% owned by Alex Storcheus, director of Neural agreed to transfer an aggregate of 2,022,330 Resulting Issuer Shares at nominal consideration to certain principals of CWE who were shareholders of CWE Newco C, immediately following Amalgamation C. These Neural Shares were transferred pursuant to a contractual arrangement under the SIO Agreement, aimed at equalizing the total aggregate consideration received by the shareholders of CWE Newco C with those of former shareholders of CWE Newco A and CWE Newco B. As of the date of the Closing Date, these 2,022,330 Resulting Issuer Shares remained subject to the Second Escrow Agreement and were transferred to Jörn Follmer (1,831,545 Resulting Issuer Shares) and Ronnie Jaegermann (190,786 Resulting Issuer Shares), in reliance on Section 6.3(1)(a) of NP 46-201, as the transferees are incoming directors of the Resulting Issuer.

NSCI's proposed transfer of Resulting Issuer Shares described above, and debt forgiveness of each of FMICA and NSCI constitute "related party transactions" under the meaning of MI 61-101, as NSCI is a private company that is 100% owned by Alex Storcheus, a director of Neural and Alex Storcheus owns an indirect non-controlling interest in FMICA. Neural relied on exemptions from the formal valuation and minority approval requirements of MI 61-101 (pursuant to subsections 5.5(a) and 5.7(a)) as the fair market value of the securities transferred to, and the consideration received from, the parties to the transaction did not exceed 25% of Neural's market capitalization. These transactions were approved by all of the independent directors of Neural. Neural did not file a material change report 21 days before the completion of these transactions as NSCI's acceptance was not confirmed at that time as all of the transactions are subject to completion of the Series B Transactions, among other things, which was subject to the Board exercising Series B Option.

Series B Transactions constitute a Fundamental Change of Neural pursuant to the policies of the CSE. Certain of the Resulting Issuer Shares held by the current CWE Newco B and CWE Newco C Shareholders, as all shares held by Related Persons of the Resulting Issuer will be subject to escrow conditions and applicable resale restrictions as required by applicable securities laws and CSE requirements. See "Information Concerning the Resulting Issuer - Escrowed Securities". The description of the SIO Agreement in this Circular is a summary only, is not exhaustive and is qualified in its entirety by reference to the terms of the Amalgamation Agreement, which is available on Neural's SEDAR+ profile at www.sedarplus.ca and which is incorporated by reference herein. A physical copy may be obtained on request without charge, see "Information Concerning Neural - Documents Incorporated by Reference".

Reasons for Series B Transactions and Recommendations

In making its determination and unanimous recommendation to approve the Transaction, the Board consulted with Neural's management and advisers and reviewed a significant amount of information and considered a number of factors, including the following:

Series B Transactions create a larger-scale entity with significant assets and increased access to capital;
Neural's due diligence review and investigations of the business, operations, financial condition, strategy and future prospects of CWE;
The impact of Series B Transactions on all stakeholders in Neural, including Neural Shareholders, employees and consultants, as well as the long term interests of Neural Shareholders;
CWE's business is located in the jurisdiction with favorable near-, medium- and long-term prospects for the CBD and cannabis industry with stable geopolitical outlooks;
The strength of CWE's management team;
The need for Neural to find additional critical mass to create shareholder value and a business plan that is financeable in the current market environment; and
Series B Transactions must be approved by the CSE and by the Shareholders of Neural.

In making its determination and recommendations, the Board, in consultation with Neural's management and advisors,

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considered a number of potential issues regarding risks (as described in greater detail under the heading Risk Factors) relating to the Transaction, including:

The market price of Neural Shares may fluctuate;
The Series B Transactions may not be completed;
Neural may fail to obtain minority shareholder approval, as required under MI 61-101;
Neural will incur costs even if the Series B Transactions are not completed;
The SIO Agreement may be terminated;
Neural may fail to realize the anticipated benefits of the Series B Transactions;
Risk of continued minority ownership in CWE;
Listing and regulatory approval risk;
Concentration of Neural Share ownership following completion of the Series B Transactions;
Effect of general economic and political conditions; and
Certain risks associated with the Consolidation

The Board's reasons for recommending the approval of the Series B Transactions Resolution, a copy of which is set out in Schedule "A" attached to this Circular, include certain assumptions relating to forward-looking information, and such information and assumptions are subject to various risks. The Board believes that, overall, the anticipated benefits of the Series B Transactions to Neural outweigh these risks and negative factors. See "Information Concerning Forward-Looking Statements" and "Risk Factors" of this Circular.

The foregoing summary of information and factors considered by the Board is not intended to be exhaustive. In view of the variety of factors and the amount of information considered in connection with its evaluation of Series B Transactions, the Board did not find it practical to, and did not, quantify or otherwise attempt to assign any relative weight to each specific factor considered in reaching its determination and recommendation. The Board's recommendations were made in light of its knowledge of the business, financial condition and prospects of Neural, and on the advice of its advisors.

In addition to the other information and risk factors contained elsewhere in this Circular, there are certain risk factors specific to the Series B Transactions that should be carefully considered by shareholders, including those described under the headings "Risk Factors" of this Circular in addition to Schedule "H", Schedule "I" and Schedule "J" attached hereto. These risk factors should be given particular consideration by Neural Shareholders in determining whether to approve the Series B Transactions Resolution and the other matters contemplated by this Circular.

Effective Date of Series B Transactions

If the Series B Transactions Resolution is passed, and all other conditions under the SIO Agreement, as summarized under "Material Terms of the SIO Agreement – Conditions Precedent to Completion of Series B Transaction" herein, are satisfied or waived, the Series B Transactions will become effective on a date determined by Neural and CWE. Neural currently expects that the Series B Transactions will be completed during the fourth fiscal quarter of 2026 (being the period ending July 31, 2026) but there is no assurance of completion during this time period.

Securities Laws Considerations

The following summary is of a general nature only and is not intended to be, and should not be construed as, legal, tax or investment advice to any particular shareholder. This summary does not purport to describe all securities law considerations that may be applicable to a shareholder, and shareholders are urged to consult their own legal, tax and financial advisors regarding the consequences to them of the Series B Transactions having regard to their particular circumstances. Except as expressly described below, this Circular does not address securities law considerations applicable in jurisdictions other than Canada.

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Canadian Securities Laws Considerations

The following is a summary of certain Canadian securities law considerations applicable to the Series B Transactions. Neural is a reporting issuer in each of British Columbia, Alberta, Québec and Ontario, and Neural Shares are listed for trading on the CSE under the symbol "NURL."

The Resulting Issuer Shares to be issued to CWE Newco B Shares and CWE Newco C Shares pursuant to the Series B Transactions will be issued in reliance on available prospectus exemptions under applicable Canadian securities legislation, including those provided under NI 45-106.

Subject to compliance with applicable securities laws, including resale provisions and any applicable escrow requirements, Resulting Issuer Shares issued pursuant to the Series B Transactions will be freely tradeable in Canada and may be resold in each province and territory of Canada, provided that such resales are not "control distributions" within the meaning of applicable securities legislation. Certain Resulting Issuer Shares may be subject to escrow requirements under NP 46-201, as more particularly described under the heading "Information Concerning the Resulting Issuer - Escrowed Securities."

No person has acted as an underwriter or registrant in connection with the Series B Transactions, and no underwriting commission, brokerage fee or similar compensation has been paid in connection with the issuance of Neural Shares pursuant to the Series B Transactions. The Series B Transactions do not constitute a distribution of securities requiring the involvement of a registered dealer, other than as may be required to facilitate secondary market trading in accordance with applicable securities laws.

United States Securities Law Considerations

To Neural's and CWE's knowledge, no holders of CWE Newco B Shares and CWE Newco C Shares that will receive Resulting Issuer Shares pursuant to the Series B Transactions are residents in the United States or are "U.S. persons" (as defined under the United States Securities Act of 1933, as amended). Accordingly, the Resulting Issuer Shares issued in connection with the Series B Transactions have not been and will not be registered under the United States Securities Act of 1933 or any state securities laws, and no reliance is being placed on any exemption thereunder.

Foreign Securities Law Considerations

CWE Newco B Shares and CWE Newco C Shares that will receive Resulting Issuer Shares pursuant to the Series B Transactions that are residents outside of Canada, including in the State of Israel, Federal Republic of Germany, Swiss Confederation, Kingdom of Belgium and Hong Kong Special Administrative Region of the People's Republic of China are responsible for ensuring that the receipt, holding and resale of Resulting Issuer Shares issued pursuant to the Series B Transactions complies with applicable securities laws in their respective jurisdictions. Neural has not taken, and does not intend to take, any action to register or qualify the Resulting Issuer Shares for distribution in any jurisdiction outside of Canada.

Minority Shareholder Approval Required under MI 61-101

MI 61-101 regulates certain types of transactions to ensure fair treatment of securityholders when, in relation to a transaction, there are persons in a position that could cause them to have an actual or reasonably perceived conflict of interest or informational advantage over other securityholders. If MI 61-101 applies to a particular transaction of a reporting issuer, then some of the following may be required: (i) enhanced disclosure in documents sent to securityholders, (ii) the approval of securityholders excluding, among others, "interested parties" (as defined in MI 61-101), (iii) a formal valuation of the affected securities, prepared by an independent and qualified valuator, and (iv) an independent committee of the board of the directors of the reporting issuer to carry out specified responsibilities. The securityholder protections provided by MI 61-101 go substantially beyond the requirements of corporate law.

The protections afforded by MI 61-101 apply to, among other transactions, "business combinations" (as defined in MI 61-101) which may terminate the interests of securityholders without their consent in certain circumstances. However, the Series B Transactions do not constitute a "business combination" for the purposes of MI 61-101, as it is not a transaction as a consequence of which the interest of any holder of an equity security of Neural may be terminated without the securityholder's consent. Accordingly, Neural has determined that Part 4 of MI 61-101 does not apply to the Series B Transactions.

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The protections afforded by MI 61-101 also apply to a "related party transaction" (as defined in MI 61-101), which is a transaction between an issuer and a person that is a related party of the issuer at the time the transaction is agreed to (whether or not there are also other parties to the transaction), as a consequence of which, either through the transaction itself or together with connected transactions, the issuer directly or indirectly, among other things, sells, transfers or disposes of an asset to the related party.

Neural determined that the Series B Transactions may be considered a “related party transaction” within the meaning of MI 61-101. In connection with the Series A Option exercise, certain former shareholders of CWE became shareholders of Neural and, as a result, are related parties of Neural for the purposes of MI 61-101. As of the completion of the Series A Option exercise, such persons collectively owned 79,999,960 Neural Shares, representing approximately 47.4% of the issued and outstanding Neural Shares (approximately 39.3% on a fully diluted basis). The Series B Transactions involve the acquisition by Neural of the remaining equity interests held by such related parties and may therefore constitute a related party transaction for the purposes of MI 61-101.

For the purposes of the minority shareholder approval required under MI 61-101, the following persons are considered “interested parties” and, accordingly, the votes attaching to such Neural Shares beneficially owned or controlled by such persons are required to be excluded from the minority approval calculation (collectively, the “Series B Interested Parties”):

the former shareholders of CWE who, upon the closing of the Series A Option exercise on August 13, 2025, received an aggregate of 79,999,960 Neural Shares (the “Former CWE Shareholders”). Such persons may be considered related parties of Neural for the purposes of MI 61-101 and are parties to the Series B Transactions, which involve the acquisition by Neural of their remaining equity interests.
Neural shareholders who collectively held 6,591,666 Neural Shares prior to the Series A Option exercise and who were also shareholders of CWE immediately prior to such exercise (the “Interlocking Shareholders”). These persons are related parties of Neural as a result of their participation in both CWE and Neural and may reasonably be considered to receive a collateral benefit in connection with the Series B Transactions.
an aggregate of 12,712,950 Neural Shares beneficially owned, controlled or directed, directly or indirectly, by Alex Storcheus, including 12,085,974 Neural Shares held by NSCI and 626,976 Neural Shares held by Mr. Storcheus’ spouse (the "Storcheus Shares"). Mr. Storcheus is considered an interested party as a result of the transfer of 8,089,321 escrowed Neural Shares to Jörn Follmer and Ronnie Jagermann in connection with the Series B Transactions, as more particularly described under the heading “Ancillary Corporate Transactions Occurring Concurrently with the Closing of the Series B Transactions.”

Each of the foregoing Series B Interested Parties is excluded from the minority approval vote based on the specific facts applicable to such persons and their respective interests in the Series B Transactions, and Neural has instructed Odyssey accordingly, including by providing the transfer agent with a list of shareholders whose votes are required to be excluded for the purposes of the minority approval calculation under MI 61-101. The exclusion of any such person is not based on any determination that such persons are acting jointly or in concert for the purposes of MI 61-101. Rather, each such person is excluded because such person is a related party of Neural and/or may reasonably be considered to receive a ‘collateral benefit’ (as such term is defined in MI 61-101) in connection with the Series B Transactions, the nature of which differs from the interests of Neural’s disinterested shareholders.

To the knowledge of Neural, after reasonable inquiry, the votes attaching to an aggregate of 99,304,576 Neural Shares, representing approximately 58.9% of the issued and outstanding Neural Shares as of the date of this Circular, are required to be excluded when determining whether Minority Shareholder Approval (as such term is defined under MI 61-101) has been obtained, as such Neural Shares are beneficially owned or controlled by Series B Interested Parties. The determination of which Neural Shareholders are excluded from the minority approval calculation has been made on an individual basis, having regard to the applicable definitions of “interested party,” “related party,” “joint actor,” and “collateral benefit” under MI 61-101.

For the purposes of MI 61-101, Minority Shareholder Approval requires the approval of a simple majority of the votes cast by holders of a class of “affected securities” (as defined in MI 61-101), voting as a single class, excluding the votes of: (i) interested parties; (ii) any related party of an interested party, unless such related party meets that description solely in its capacity as a director or senior officer of one or more persons that are neither an interested party nor an “issuer insider” (as defined in MI 61-101) of Neural; and (iii) any person that is acting jointly or in concert (as defined in MI 61-101) with any of the foregoing.

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Completion of the Series B Transactions is exempt from the formal valuation requirement under MI 61-101 pursuant to section 5.5(b) thereof, on the basis that none of the securities of Neural are listed or quoted on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or any stock exchange outside of Canada and the United States, other than the Alternative Investment Market of the London Stock Exchange or the PLUS market operated by PLUS Markets Group plc.

Except as otherwise disclosed in this Circular, to the knowledge of Neural after reasonable inquiry, no person who is: (i) a director or officer of Neural; or (ii) an associate or affiliate of an insider of Neural; (iii) an insider of Neural (other than a director or officer of Neural); or (iv) acting jointly or in concert (as defined in MI 61-101) with any of the foregoing, has received or will receive any collateral benefit (as defined in MI 61-101) in connection with the Series B Transactions.

Prior Valuations and Bona fide Prior Offers

During the 24 months preceding the date of entry into the SIO Agreement, except as otherwise disclosed in this Circular, Neural has not received any bona fide prior offer that is related to the subject matter of the Series B Transactions or that would otherwise be relevant to the Series B Transactions.

To the knowledge of Neural, after reasonable inquiry, there have been no “prior valuations” (as such term is defined in MI 61-101) of Neural, any of its subsidiaries, or any of their respective material assets or liabilities in the 24 months preceding the date of this Circular.

Specified Disclosure in Respect of Related Party Transactions

Pursuant to MI 61-101, Neural is required to include in this Circular certain disclosure prescribed by Form 62-104F2 – Issuer Bid Circular under National Instrument 62-104 – Take-Over Bids and Issuer Bids, to the extent applicable to the Series B Transactions and with such modifications as the circumstances require. Neural has included or incorporated by reference in this Circular the applicable disclosure required by Form 62-104F2 in respect of the Series B Transactions.

Statutory Rights of Action

Securities legislation in certain Canadian jurisdictions may provide shareholders with statutory rights of action for damages or rescission in respect of a misrepresentation in a circular or other disclosure document. These rights are subject to prescribed time limitations and other conditions. Shareholders should refer to the applicable securities legislation or consult their legal advisors regarding any rights that may be available to them.

Risk Factors Relating to Securities Law Matters

The issuance of Resulting Issuer Shares pursuant to the Series B Transactions is subject to regulatory approvals and compliance with applicable securities laws, and there can be no assurance that resale restrictions, escrow requirements or other regulatory conditions will not apply to certain shareholders. Failure to comply with applicable securities laws could result in restrictions on resale or other regulatory consequences.

OTHER BUSINESS

Neural will consider and transact such other business as may properly come before the Meeting or any adjournment or adjournments thereof. Management of Neural knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. Should any other matters properly come before the Meeting the Neural Shares represented by the proxies solicited hereby will be voted on such matter in accordance with the best judgement of the persons voting by proxy.

INFORMATION CONCERNING NEURAL

See "Schedule H – Information Concerning Neural" for information concerning Neural on a pre-Series B Transactions basis reflective of the current business, financial and share capital position of Neural.

Audited annual financial statements of Neural for the years ended July 31, 2025, 2024 and 2023, and unaudited financial statements of Neural for the three- and six- months ended January 31, 2026, together with MD&A thereto, are incorporated herein by reference and are available under Neural's SEDAR+ profile at www.sedarplus.ca.

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INFORMATION CONCERNING CWE

See "Schedule I – Information Concerning CWE" for information concerning CWE on a pre-Series B Transactions basis reflective of the current business, financial and share capital position of CWE.

Annual audited financial statements of CWE for the year ended December 31, 2025 and MD&A thereto are attached hereto as Schedules "K" and "L" and annual audited financial statements of CWE for the years ended December 31, 2024, 2023 and 2022 are included in the CWE BAR, which is incorporated herein by reference and is available under Neural's SEDAR+ profile at www.sedarplus.ca. MD&A of CWE for the year ended December 31, 2024, are attached hereto as Schedule "M".

INFORMATION CONCERNING THE RESULTING ISSUER

See "Schedule J – Information Concerning the Resulting Issuer" for information concerning the Resulting Issuer on a post-Series B Transactions basis reflective of the projected business, financial and share capital position of the Resulting Issuer. As the Resulting Issuer will be a combination of the businesses of Neural and CWE.

See also the Pro Forma Financial Statements of the Resulting Issuer for the period ending January 31, 2026 attached hereto as Schedule "G".

RISK FACTORS

An investment in Neural Shares is highly speculative and involves a high degree of risk. Neural Shareholders should carefully consider all of the information contained in this Circular, together with the documents incorporated herein by reference, before making a decision with respect to the matters to be considered at the Meeting.

In addition to the general risk factors described elsewhere in this Circular, including under the headings "Information Concerning Neural – Risk Factors," "Information Concerning CWE – Risk Factors," and "Information Concerning the Resulting Issuer – Risk Factors," shareholders should also carefully consider the risk factors described in Neural's management's discussion and analysis, which form part of Neural's continuous disclosure record.

The following risk factors relate specifically to the Series B Transactions, Consolidation and Name Change and should be given special consideration by Neural Shareholders when evaluating whether to approve the Series B Transactions Resolution and the other matters contemplated by this Circular. The risk factors described below are not intended to be exhaustive, and additional risks and uncertainties, including risks that are currently unknown to Neural or that Neural currently believes to be immaterial, could adversely affect Neural, the Resulting Issuer, Neural Shares or the Resulting Issuer Shares.

Neural Shareholders should read and consider all of the risk factors described in this Circular and in Neural's public disclosure record available on Neural's SEDAR+ profile at www.sedarplus.ca, together with the other information contained in this Circular, in evaluating the Series B Transactions and the matters to be voted upon at the Meeting.

Market Price of Neural Shares May Fluctuate

The market price of Neural Shares may fluctuate significantly before, during and after the completion of the Series B Transactions and may be affected by a variety of factors, many of which are beyond the control of Neural. These factors include investor perception of the merits of the Series B Transactions, prevailing conditions in the capital markets, changes in applicable laws or regulations, macroeconomic conditions, and general market volatility.

If the Series B Transactions are not completed, or if completion is delayed, the market price of Neural Shares may decline to the extent that the current trading price reflects an assumption that the Series B Transactions will be completed or reflects anticipated benefits associated with full ownership of CWE.

The Series B Transactions May Not Be Completed

Completion of the Series B Transactions is subject to a number of conditions, including receipt of shareholder approval, minority shareholder approval under MI 61-101, regulatory approvals and the exercise of the Series B Option by Neural. Certain of these conditions are outside the control of Neural. There can be no assurance that these conditions will be satisfied or waived, or that the Series B Option will be exercised. If the Series B Transactions are not completed for any reason,

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Neural Shareholders may not realize the anticipated benefits of the transaction and the market price of Neural Shares could be adversely affected.

Failure to Obtain Minority Shareholder Approval under MI 61-101

The Series B Transactions constitute a “related party transaction” under MI 61-101 and require approval by a majority of the votes cast by disinterested shareholders. There can be no assurance that the requisite minority shareholder approval will be obtained. If such approval is not obtained, Neural will be unable to complete the Series B Transactions.

Neural Will Incur Costs Even If the Series B Transactions Are Not Completed

Neural has incurred, and will continue to incur, significant costs in connection with the Series B Transactions, including legal, accounting, advisory, regulatory and proxy solicitation expenses. These costs will be payable regardless of whether the Series B Transactions are completed and could adversely affect Neural’s financial condition if the Series B Transactions are not completed.

The SIO Agreement May Be Terminated

The SIO Agreement may be terminated by the parties in certain circumstances, including upon the failure to satisfy or waive applicable conditions precedent. There can be no assurance that the SIO Agreement will not be terminated prior to completion of the Series B Transactions. If the SIO Agreement is terminated, Neural may be required to pursue alternative strategies, and there can be no assurance that such alternatives would be available or completed on terms as favourable as those contemplated by the Series B Transactions.

Failure to Realize Anticipated Benefits of the Series B Transactions

In the event the Series B Transactions are completed, there can be no assurance that Neural will realize the anticipated strategic, operational or financial benefits of acquiring full ownership of CWE. The success of the Series B Transactions will depend on a number of factors, including the performance of CWE’s business, regulatory developments, and the ability of management to effectively integrate and operate CWE as a wholly owned subsidiary.

Risk of Continued Minority Ownership in CWE

If the Series B Transactions are not completed, Neural will continue to hold only a minority interest in CWE. As a minority shareholder, Neural may have limited influence over the operations, strategic direction and financial reporting of CWE. This may restrict Neural’s ability to obtain timely and complete financial information from CWE and could impair Neural’s ability to meet its ongoing public company disclosure obligations, which could adversely affect Neural’s regulatory compliance and market perception.

Listing and Regulatory Approval Risk

Completion of the Series B Transactions is subject to regulatory approvals, including acceptance by the CSE. There can be no assurance that such approvals will be obtained on a timely basis, on acceptable terms, or at all. Failure to obtain such approvals could prevent completion of the Series B Transactions or adversely affect Neural’s ability to maintain its listing on the CSE.

Concentration of Share Ownership Following Completion of the Series B Transactions

Upon completion of the Series B Transactions, a significant number of Resulting Issuer Shares will be issued to former CWE securityholders in exchange for CWE Newco B Shares and CWE Newco C Shares. As a result, such shareholders will collectively hold a substantial portion of the issued and outstanding Resulting Issuer Shares. Although no single shareholder is expected to acquire control of the Resulting Issuer and Neural is not aware of any such shareholders acting jointly or in concert, the collective ownership position of these shareholders may, if exercised in a coordinated or aligned manner, be capable of influencing the outcome of matters requiring shareholder approval, including the election of directors and the approval of certain corporate transactions.

This concentration of Resulting Issuer Share ownership could have the effect of delaying, deferring or preventing transactions that are supported by other shareholders, or of influencing corporate governance and strategic decisions of the Resulting Issuer in a manner that may not be consistent with the interests of all shareholders. In addition, the issuance of a significant number of Resulting Issuer Shares may result in reduced liquidity and increased share price volatility in the public market.

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Effect of General Economic and Political Conditions

The completion of the Series B Transactions and the future operations of the Resulting Issuer may be materially affected by rapid or adverse changes in general economic, financial, or political conditions, including recessionary or inflationary trends, volatility in the equity and credit markets, changes in interest rates, reduced availability of capital, geopolitical events, or disruptions in global financial markets.

Such conditions may arise after shareholder approval has been obtained but prior to completion of the Series B Transactions, and could adversely affect the ability or willingness of the parties to satisfy or waive conditions precedent, obtain required regulatory approvals, or proceed with the transaction on the contemplated terms. As a result, there can be no assurance that the Series B Transactions will be completed, even if all required shareholder approvals are obtained

In addition, adverse economic or political developments could have a material adverse effect on the business, financial condition, results of operations and cash flows of the Resulting Issuer following completion of the Series B Transactions.

Certain Risks Associated with the Consolidation

Following the implementation of the Consolidation, the aggregate market capitalization of the Resulting Issuer may be lower than its market capitalization immediately prior to the Consolidation. The market price of the Resulting Issuer Shares following the Consolidation may be affected by a number of factors, including market conditions at the time of implementation, the Resulting Issuer's progress in executing its strategic objectives, general economic and capital market conditions, and investor perception of the Consolidation.

A decline in the market price of the Resulting Issuer Shares following the Consolidation may result in a greater percentage decline than would have occurred in the absence of the Consolidation. Although the market price of the Resulting Issuer Shares will continue to be influenced by factors unrelated to the number of Resulting Issuer Shares outstanding, including the Resulting Issuer's financial performance and prospects, there can be no assurance that the Consolidation will have a positive effect on the market price of the Resulting Issuer Shares or Neural Shares, as the case may be.

In addition, the Consolidation will result in a reduced number of Resulting Issuer Shares outstanding, which could adversely affect the liquidity of the Resulting Issuer Shares. Certain shareholders may also hold odd lots of Neural Shares following the Consolidation. Shares held in odd lots may be more difficult to sell, or may be sold at relatively higher transaction costs, than shares held in standard board lots.

Certain Risks Associated with Name Change

Neural proposes to change its name to "Hanf.com Inc." in connection with the Series B Transactions. There can be no assurance that the proposed name change will be positively received by investors, regulators, business partners or other market participants. The new corporate name may be perceived by some investors as unconventional or suggestive, which could adversely affect investor perception, market acceptance, or demand for Neural Shares or Resulting Issuer Shares.

The change of name may also result in temporary confusion among investors, analysts, brokers or other market participants, including confusion relating to the Company's trading symbol, branding, public disclosure record or historical performance. Such confusion could adversely affect the liquidity or market price of Neural Shares or the Resulting Issuer Shares, particularly in the period immediately following the Name Change. In addition, the change of name may give rise to operational and administrative costs, including costs associated with updating corporate records, branding, marketing materials, contractual documents and regulatory filings. There can be no assurance that the anticipated benefits of the name change, including increased brand recognition or market visibility, will be realized.

Unforeseen Tax Consequences

The Series B Transactions may give rise to tax consequences for Neural and its shareholders. Tax laws are complex and subject to change, and there may be adverse tax consequences that are not currently anticipated. Shareholders are urged to consult their own tax advisors regarding the tax consequences applicable to their particular circumstances.

Unknown Risks

This Circular contains disclosure that Neural believes is accurate and complete in all material respects. However, there may be risks, uncertainties or regulatory developments relating to the Series B Transactions that are currently unknown to Neural, which could have a material adverse effect on Neural, CWE, the Resulting Issuer or the market price of Neural Shares or the Resulting Issuer Shares.

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AUDIT COMMITTEE

NI 52-110 requires that certain information regarding the audit committee of a "venture issuer" (as that term is defined in NI 52-110) be included in the Circular sent to shareholders in connection with the issuer's annual meeting. Neural is a "venture issuer" for the purposes of Part 6 of NI 52-110.

The Audit Committee is responsible for Neural's financial reporting process and quality of its financial reporting. The Audit Committee is charged with the mandate of providing independent review and oversight of Neural's financial reporting process, the system of internal controls and management of financial risks, and the audit process, including the selection, oversight and compensation of Neural's external auditors. In performing its duties, the Audit Committee maintains effective working relationships with the Board, management, and the external auditors and monitors the independence of those auditors. The full text of the charter of the Audit Committee is attached hereto as Schedule "F".

Composition of the Audit Committee

The Audit Committee is comprised of the following:

Name	Independent^{(1)}	Financially Literate^{(2)}
John Durfy	No	Yes
Colin McLelland (Chair)	Yes	Yes
Carlos Davidovich	Yes	Yes

Notes:

(1) A member of the Audit Committee is independent if the member has no direct or indirect material relationship with Neural, which could, in the view of the Board, reasonably interfere with the exercise of a member's independent judgment.

(2) An individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by Neural's financial statements.

Relevant Education and Experience

Biographies of the members of Audit Committee in "Particulars of Matters to be Acted Upon – Election of Directors – Current Slate" contain descriptions of the education and experience of each member of the Audit Committee that is relevant to the performance of their responsibilities as Audit Committee members and, in particular, any education or experience that would provide each member with:

an understanding of the accounting principles used by Neural to prepare its financial statements;
the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves;
experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by Neural's financial statements, or experience actively supervising one or more persons engaged in such activities; and
an understanding of internal controls and procedures for financial reporting.

Audit Committee Oversight

Since the commencement of Neural's most recently completed financial year, there has not been a recommendation of the Audit Committee to nominate or compensate an external auditor which was not adopted by the Board.

Pre-Approval Policies and Procedures

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In the event that Neural wishes to retain the services of Neural's external auditors for any non-audit services, prior approval of the Audit Committee must be obtained.

Reliance on Exemptions in NI 52-110

Since the commencement of Neural's most recently completed financial year, Neural has not relied on:

the exemption in section 2.4 (De Minimis Non-audit Services) of NI 52-110 (which exempts all non-audit services provided by Neural's auditor from the requirement to be pre-approved by the Audit Committee if such services are less than 5% of the auditor's annual fees charged to Neural, are not recognized as non-audit services at the time of the engagement of the auditor to perform them and are subsequently approved by the Audit Committee prior to the completion of that year's audit);
the exemption in subsection 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer) of NI 52-110 (an exemption from the requirement that a majority of the members of the Audit Committee must not be executive officers, employees or control persons of Neural or of an affiliate of Neural if a circumstance arises that affects the business or operations of Neural and a reasonable person would conclude that the circumstance can be best addressed by a member of the Audit Committee becoming an executive officer or employee of Neural);
the exemption in subsection 6.1.1(5) (Events Outside Control of Member) (an exemption from the requirement that a majority of the members of the Audit Committee must not be executive officers, employees or control persons of Neural or of an affiliate of Neural if an Audit Committee member becomes a control person of Neural or of an affiliate of Neural for reasons outside the member's reasonable control);
the exemption in subsection 6.1.1(6) (Death, Incapacity or Resignation) (an exemption from the requirement that a majority of the members of the Audit Committee must not be executive officers, employees or control persons of Neural or of an affiliate of Neural if a vacancy on the Audit Committee arises as a result of the death, incapacity or resignation of an Audit Committee member and the Board was required to fill the vacancy); or
an exemption from the requirements of NI 52-110, in whole or in part, granted by a securities regulator under Part 8 (Exemptions) of NI 52-110.

Neural is a "venture issuer" for the purposes of Part 6 NI 52-110. Accordingly, Neural is relying upon the exemption in section 6.1 of NI 52-110 providing that Neural is exempt from the application of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

Audit Fees

The following table provides details in respect of audit, audit related, tax and other fees billed to Neural by the external auditors for professional services.

	Year ended July 31, 2025	Year ended July 31, 2024	Years ended July 31, 2023
Audit fees (1)	$12,000	$12,000	$12,500
Audit related fees (2)	$1,935	Nil	Nil
Tax fees (3)	Nil	Nil	Nil
All other fees (4)	Nil	Nil	Nil

Notes:

(1) "Audit Fees" includes the aggregate fees billed for professional services rendered by the auditor for the audit of Neural's annual financial statements as well as services provided in connection with statutory and regulatory filings. (2) "Audit-Related Fees" includes the aggregate fees billed for professional services rendered by the auditor and were comprised primarily of audit procedures performed related to the review of quarterly financial statements and related documents. (3) "Tax Fees" includes the aggregate fees billed for tax compliance, tax advice and tax planning professional services. These services included reviewing tax returns and assisting in responses to government tax authorities. (4) "All Other Fees" includes the aggregate fees billed for professional services which included accounting advice.

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EXECUTIVE COMPENSATION

Executive Compensation Form 51-102F6

Details related to the executive compensation paid by Neural, prepared in accordance with Form 51-102F6 of NI 51-102.

For the purposes of the Circular, "Named Executive Officer" is defined by Form 51-102F6V – Statement of Executive Compensation to mean: (i) each of the Chief Executive Officer and the Chief Financial Officer of Neural, (ii) Neural's next most highly compensated executive officer, other than the Chief Executive Officer and the Chief Financial Officer, who was serving as executive officer at the end of the most recently completed financial year and whose total compensation exceeds $150,000, and (iii) any additional individual for whom disclosure would have been provided under (ii) but for the fact that the individual was not serving as an executive officer of Neural at the end of the most recently completed financial year end of Neural.

The Company's Named Executive Officers for fiscal year ended July 31, 2025 were Ian Campbell, Chief Executive Officer and Director of Neural and Omar Gonzalez, Chief Financial Officer of Neural.

Pension Disclosure

There are no pension plan benefits in place for the NEOs or the directors of Neural.

Termination and Change of Control Benefits

The Company does not have a pension or retirement plan in place. During the preceding fiscal year, Neural did not provide compensation (monetary or otherwise) to any person currently or previously serving as a NEO or director, in connection with retirement, termination, or resignation. The Company has not provided any compensation to such individuals as a result of a change of control, whether at the company level or involving its subsidiaries or affiliates.

Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets forth compensation for each Named Executive Officer of Neural for the two (2) most recently completed financial years, excluding compensation securities.

Table of compensation excluding Compensation Securities
Name and position	Year Ended July 31	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Ian Campbell(1)
Director and
Former CEO	2025	$20,000(4)	Nil	Nil	Nil	$46,355(8)	$66,355
	2024	$187,269(3)	Nil(5)	Nil	Nil	Nil	$187,269
Omar Gonzalez(2)
Former CFO	2025	$57,368(7)	Nil	Nil	Nil	Nil	$57,368
	2024	$57,238(6)	Nil	Nil	Nil	Nil	$57,238

Notes: (1) Mr. Campbell was appointed as President and CEO of Neural on September 16, 2021, replacing Mr. Durfy. (2) Mr. Gonzalez was appointed as a CFO of Neural on November 7, 2022 replacing Robert Wilson. (3) As of July 31, 2024, an accrued balance of approximately $338,477 was outstanding, of which $299,214 was classified under long-term liabilities due to related parties, and $39,263 was included in accounts payable. (4) On November 15, 2024, Neural and Mr. Campbell mutually terminated the Campbell Employment Agreement between Neural and Mr. Campbell and entered into the Campbell Consulting Agreement, under which: Mr. Campbell continues to serve as Chief Executive Officer, Secretary, and Director of Neural; Neural pays Mr. Campbell a consulting fee of $2,000 per month; Neural issued 1,381,426 Settlement Warrants (issued on the March 7, 2025); Neural paid Mr. Campbell $3,000 in cash (paid on the Listing Date); Neural reimbursed all outstanding expenses owed to Mr. Campbell; and the Campbell Consulting Agreement is terminable by Neural with 10 days' notice and by Mr. Campbell with 30 days' notice. (5) Under the terms of the Campbell Employment Agreement, Mr. Campbell accrued a bonus equivalent to 50% of his base salary for any months in which his base salary was not paid in cash. As of July 31, 2023, an accrued bonus balance of approximately $80,208 was outstanding,

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including an $87,500 accrued annual bonus payable to Mr. Campbell for fiscal year 2022, which remained outstanding as of July 31, 2023. No bonus was accrued for Mr. Campbell for the fiscal year ended July 31, 2024.

(6) For the fiscal year ended July 31, 2024, Neural expensed $26,110 to MSSI for Mr. Gonzalez’s services as CFO and $31,128 for bookkeeping services provided by MSSI.

(7) For the fiscal year ended July 31, 2025, Neural expensed $26,175 to MSSI for Mr. Gonzalez’s services as CFO and $31,193 for bookkeeping services provided by MSSI.

(8) Represents fair value of 1,381,426 Settlement Warrants issued to Mr. Campbell on the March 7, 2025 in connection with termination of his employment agreement on November 15, 2024;

Compensation Securities

The table below sets out the Compensation Securities held by Neural's NEOs and directors as at July 31, 2025.

Name and position	Type of Compensation Security	Number of Compensation Securities, number of underlying securities, and percentage of class	Date of issue or grant	Exercise Price	Value of underlying security at July 31, 2025	Value of unexercised in-the-money Compensation Securities^{(6)(7)}	Expiry Date
Ian Campbell^{(1)}
Director and CEO	RSUs	753,000	May 1, 2025	N/A	$0.025	$18,825	December 31, 2028
Eran Ovadya
Director	RSUs	200,000	May 1, 2025	N/A	$0.025	$5,000	December 31, 2028
Omar Gonzalez^{(2)}
CFO	Options	100,000	May 1, 2025	$0.05	$0.025	Nil	12 months from the Closing Date^{(3)}
John Durfy^{(3)}
Chairman	RSUs	650,000	May 1, 2025	N/A	$0.025	$16,250
Colin McLelland^{(4)}
Director	RSUs	300,000	May 1, 2025	N/A	$0.025	$7,500
Carlos Davidovich
Director	RSUs	250,000	May 1, 2025	N/A	$0.025	$6,250
Alex Storcheus
Director	RSUs	200,000	May 1, 2025	N/A	$0.025	$5,000

Notes:

(1) Mr. Campbell will step down as the CEO of Neural effective as of the Closing Date, but will remain as a director of the Resulting Issuer.

(2) Mr. Gonzalez will step down as the CFO of Neural effective as of the Closing Date.

(3) Mr. Durfy will step down as the Chairman of Neural effective as of the Closing Date.

(4) Messrs McLelland, Davidovich and Storcheus will step down as Directors of Neural effective as of the Closing Date.

(5) Pursuant to the terms of Option Plan and RSU Plan,

(6) Value of Options is calculated based on the closing price of Neural Shares on July 31, 2025, being $0.025, less the exercise price.

(7) Value of Options is calculated based on the closing price of Neural Shares on July 31, 2025, being $0.025 multiplied by the number of vested RSU outstanding for a particular holder.

Option Plan and RSU Plan Summary

Material Terms of the Option Plan

The Option Plan is administered by the Board or, if applicable, by a committee thereof. A full copy of the Option Plan is attached hereto as Schedule "E". The following is a brief description of the principal terms of the Option Plan, which description is qualified in its entirety by the terms of the Option Plan:

the total number of Neural Shares issuable pursuant to the Option Plan shall not exceed 10% of the issued and outstanding Neural Shares, subject to adjustment as set forth herein, and further subject to the applicable rules and regulations of all regulatory authorities to which Neural is subject, including any stock exchange on which Neural Shares may then trade and including the CSE;
the number of Neural Shares reserved for issuance, within a one-year period, to any one optionee shall not exceed 5% of the outstanding Neural Shares;
the number of Neural Shares reserved for issuance, within a one-year period, to any one consultant of Neural may

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not exceed 2% of the outstanding Neural Shares;

the aggregate number of Neural Shares reserved for issuance, within a one-year period, to employees or consultants conducting investor relations activities may not exceed 2% of the outstanding Neural Shares;
unless the Option Plan has been approved by Neural Shareholders at a meeting thereof by a majority of the votes cast at the meeting, other than votes attaching to securities beneficially owned by Insiders of Neural to whom Neural Shares may be issued pursuant to the Option Plan, and associates of any such insiders:

a. the maximum number of Neural Shares reserved for issuance pursuant to options granted to Insiders at any time may not exceed 10% of the number of outstanding Neural Shares;

b. the maximum number of Neural Shares which may be issued to Insiders, within a one-year period, may not exceed 10% of the number of outstanding Neural Shares; and

c. the maximum number of Neural Shares which may be issued to any one Insider and the associates of such insider, within a one-year period, may not exceed 5% of the number of outstanding Neural Shares;

provided that for the purposes of paragraphs (a), (b), and (c) above, an entitlement granted prior to the grantee becoming an insider may be excluded in determining the number of Neural Shares issuable to Insiders;

The option price of any Neural Shares in respect of which an option may be granted shall be fixed by the Board provided that the minimum exercise price shall not be less than the market price of Neural Shares at the time the option is granted, less the discounts permitted by the exchange on which Neural Shares trade;
The period during which an option is exercisable shall, subject to the provisions of the Option Plan requiring acceleration of rights of exercise, be such period as may be determined by the Board or a committee thereof at the time of grant, but subject to the rules of any stock exchange or other regulatory body having jurisdiction (presently restricted to 5 years);
At the discretion of the Board or a committee thereof, options granted may vest immediately on the date of grant or in stages. Options issued to consultants performing investor relations activities must vest in stages over a minimum of 12 months with no more than 1/4 of the options vesting in any three-month period;
Each Option shall, among other things, contain provisions to the effect that the Option shall be personal to the optionee and shall not be assignable or transferable;
If Neural shall become merged (whether by plan of arrangement or otherwise) or amalgamated within or with another company or shall sell the whole or substantially the whole of its assets and undertakings for shares or securities of another corporation, Neural shall, make provision that, upon exercise of an option during its unexpired period after the effective date of such merger, amalgamation or sale, the optionee shall receive such number of shares of the continuing successor corporation in such merger or amalgamation or the securities or shares of the purchasing corporation as the optionee would have received as a result of such merger, amalgamation or sale if the optionee had purchase the shares of Neural immediately prior thereto for the same consideration paid on the exercise of the option and had held such shares on the effective date of such merger, amalgamation or sale and, upon such provision being made, the obligation of Neural to the optionee in respect of Neural Shares subject to the option shall terminate and be at an end and the optionee shall cease to have any further rights in respect thereof; and
In addition, each Option shall provide that:

a. upon the death of the optionee, the option shall terminate on the date determined by the Board or a committee thereof, which date shall not be later than the earlier of the expiry date of the option and one year from the date of death;

b. if the Optionee shall no longer be a director or officer of, be in the employ of, or be providing ongoing management or consulting services to Neural, the option shall terminate on the earlier of the expiry date of the option and the expiry of the period, not in excess of 90 days prescribed by the Board or a committee thereof at the time of grant, following the date that the optionee ceases to be a director, officer or employee of Neural, or ceases to provide ongoing management or consulting services to Neural, as the case may be; and

c. if the Option is granted to an optionee who is engaged in investor relations activities on behalf of Neural,

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the option shall terminate on the earlier of the expiry date of the option and the expiry of the period, not in excess of 30 days prescribed by the Board or a committee thereof at the time of grant, following the date that the optionee ceases to provide ongoing investor relations activities.

Material Terms of the RSU Plan

Administration

The RSU Plan shall be administered by the Board, which will have the full and final authority to provide for the granting, vesting, settlement and the method of settlement of the RSU Plan granted thereunder. RSUs may be granted to directors, officers, employees or consultants of Neural, as the Board may from time to time designate. The Board has the right to delegate the administration and operation of the RSU Plan to a committee and/or any member of the Board.

Number of Neural Shares Reserved

Subject to adjustment as provided for in the RSU Plan, the aggregate number of Neural Shares which will be available for issuance under the RSU Plan will not, when combined with Neural Shares reserved for issuance pursuant to other share compensation arrangements (including the Option Plan) exceed 10% of the number of Neural Shares which are issued and outstanding on the particular date of grant. If any RSU expires or otherwise terminates for any reason without having been exercised in full, the number of Neural Shares in respect of such expired or terminated RSU shall again be available for the purposes of granting RSUs pursuant to the RSU Plan.

Granting, Settlement and Expiry of RSUs

Under the RSU Plan, eligible persons may (at the discretion of the Board) be allocated a number of RSUs as the Board deems appropriate, with vesting provisions also to be determined by the Board. Upon vesting, subject to the provisions of the RSU Plan, the RSU holder may settle its RSUs during the settlement period applicable to such RSUs. Where, prior to the expiry date, an RSU holder fails to elect to settle an RSU, the holder shall be deemed to have elected to settle such RSUs on the day immediately preceding the expiry date. An RSU holder shall be entitled to receive one Neural Share for each vested RSU or, at the sole option of Neural, a cash payment equal to the number of RSUs vested, multiplied by the market price of Neural Shares on the redemption date.

Termination

Except as otherwise determined by the Board:

A. All RSUs held by the RSU holder (whether vested or unvested) shall terminate automatically on the date which the RSU holder cases to be eligible to participate in the RSU Plan or otherwise on such date on which Neural terminates its engagement of the RSU holder (the "RSU Holder Termination Date") for any reason other than as set forth in paragraph (B) and (C) below;

B. In the case of a termination of the RSU Holder's service by reason of (A) termination by Neural or any subsidiary of Neural other than for cause, or (B) the RSU holders' death, the RSU holder's unvested RSUs shall vest automatically as of such date, and on the earlier of the original expiry date and any time during the ninety (90) day period commencing on the date of such termination of service (or, if earlier, the RSU Holder Termination Date), the RSU holder (or their executor or administrator, or the person or persons to whom the RSUs are transferred by will or the applicable laws of descent and distribution) will be eligible to request that Neural settle their vested RSUs. Where, prior to the 90th day following such termination of service (or, if earlier, the RSU holder Termination Date) the RSU holder fails to elect to settle a vested RSU, the RSU holder shall be deemed to have elected to settle such RSU on such 90th day (or, if earlier, the RSU holder Termination Date) and to receive Neural Shares in respect thereof;

C. In the case of a termination of the RSU holder's services by reason of voluntary resignation, only the RSU holder's unvested RSUs shall terminate automatically as of such date, and any time during the ninety (90) day period commencing on the date of such termination of service (or, if earlier, the RSU holder Termination Date), the RSU holder will be eligible to request that Neural settle their vested RSUs. Where, prior to the 90th day following such termination of service (or, if earlier, the RSU holder Termination Date) the RSU holder fails to elect to settle a vested RSU, the RSU holder shall be deemed to have elected to settle such RSU on such 90th day (or, if earlier, the RSU holder Termination Date) and to receive Neural Shares in respect thereof;

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D. For greater certainty, where a RSU holder's employment, term of office or other engagement with Neural terminates by reason of termination by Neural or any subsidiary of Neural for cause then any RSUs held by the RSU holder (whether unvested or vested) at the RSU holder Termination Date, immediately terminate and are cancelled on the RSU holder Termination Date or at a time as may be determined by the Board, in its discretion;

E. A RSU holder's eligibility to receive further grants of RSUs under the RSU Plan ceases as of the earliest of the date the RSU holder resigns from or terminates its engagement with Neural or any subsidiary of Neural and the date that Neural or any subsidiary of Neural provides the RSU holder with written notification that the RSU holders' employment, term of office or engagement, as the case may be, is terminated, notwithstanding that such date may be prior to the RSU holder Termination Date; and

F. For the purposes of the RSU Plan, a RSU holder shall not be deemed to have terminated service or engagement where the RSU holder: (i) remains in employment or office within or among Neural or any subsidiary of Neural or (ii) is on a leave of absence approved by the Board.

The foregoing summary of the RSU Plan is not complete and is qualified in its entirety by reference to the RSU Plan, which is attached hereto as Schedule "D".

Employment, Consulting and Management Agreements

Other than as set out below, as of July 31, 2025, there were no written contracts or agreements providing for payment to a director or Named Executive Officer in connection with termination (whether voluntary, involuntary, or constructive), resignation, retirement, a change in control of Neural, or a change in a director or Named Executive Officer's responsibilities.

Campbell Employment Agreement and Campbell Consulting Agreement

Mr. Campbell was appointed as CEO of Neural on September 16, 2021, and entered into the Campbell Employment Agreement on the same date. The Campbell Employment Agreement provided for an annual base salary of $175,000 per annum, exclusive of bonuses, benefits, and other compensation. For full details of the Campbell Employment Agreement, please refer to the Section 15 – Executive Compensation – Employment, Consulting and Management Agreements of Neural Listing Statement, which is incorporated by reference into this Circular.

On November 15, 2024, Neural and Mr. Campbell mutually terminated the Campbell Employment Agreement and entered into the Campbell Consulting Agreement, under which: Mr. Campbell continued to serve as Chief Executive Officer and Secretary until the Closing Date; Neural pays Mr. Campbell a consulting fee of $2,000 per month; Neural issued 1,381,426 Settlement Warrants (issued on the March 7, 2025); Neural paid Mr. Campbell $3,000 in cash (paid on the Listing Date); Neural reimbursed all outstanding expenses owed to Mr. Campbell; and the Campbell Consulting Agreement is terminable by Neural with 10 days' notice and by Mr. Campbell with 30 days' notice.

If Mr. Campbell was terminated on the last day of the most recently completed financial year, July 31, 2025, he would not be entitled to any payment by Neural.

Durfy Agreement

Mr. Durfy was appointed the Chairman of Neural on November 1, 2022 and entered into the Durfy Agreement on the same date. According to the Durfy Agreement, in consideration for Mr. Durfy's services, Mr. Durfy was to be paid a fee of $90,000 per annum payable monthly in arrears and subject to any deductions legally required. For full details of the Durfy Agreement, please refer to the Section 15 – Executive Compensation – Employment, Consulting and Management Agreements of Neural Listing Statement, which is incorporated by reference into this Circular.

On November 15, 2024, Neural and Mr. Durfy agreed to mutually terminate Durfy Agreement, while Mr. Durfy continued to serve as the Chairman of Neural until the Closing Date. In connection with the termination of Durfy Agreement and providing mutual releases thereto, Neural also agreed to issue to Mr. Durfy 6,715,967 Settlement Warrants (issued on March 7, 2025).

External Management Companies

Omar Gonzalez, CFO of Neural, has provided his services to Neural through an external management company, MSSI, since November 7, 2022 until the Closing Date. In consideration for Mr. Gonzalez's services, Neural agreed to pay MSSI a consulting fee of $1,500 per month and to issue MSSI 100,000 Options, which were issued on May 1, 2025.

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Option and Share Based Awards

Neural maintains both the Option Plan and the RSU Plan to provide additional forms of compensation and incentives to its directors, officers, employees, and consultants, thereby promoting alignment between their interests and those of Neural Shareholders. The Option Plan enables Neural to grant Options as a means for eligible recipients to participate in the company's success, with awards determined by the Board based on recommendations from directors. Factors considered include the recipient's level of responsibility, past contributions, future potential impact on Neural's long-term operational performance, the number and exercise price of previously granted options, compliance with applicable exchange policies, and the need to closely align interests with shareholders. The Board also determines the vesting provisions for all Option grants.

Similarly, the RSU Plan allows for discretionary awards of RSUs to eligible recipients, aligning compensation with the achievement of long-term financial and strategic objectives and the resulting increase in shareholder value. RSU awards are determined by the Board, taking into account the recipient's level of responsibility, past contributions, future potential, the number of previously granted RSUs, the exercise price of any outstanding RSUs, and compliance with exchange policies. Both plans are designed to incentivize performance and foster greater alignment between recipients and Neural Shareholders. The Board will determine the vesting provisions of all RSU grants.

Outstanding Option-Based Awards and Share-Based Awards

The table below reflects all option-based awards and share-based awards for each NEO outstanding as at July 31, 2025 (including option-based awards and share-based awards granted to a NEO before such fiscal year). Neural does not have any equity incentive plans other than its Option Plan and RSU Plan. As of the date of this Circular, 725,000 Options are outstanding and 4,020,000 RSUs are outstanding.

OUTSTANDING OPTION-BASED AWARDS AND SHARE-BASED AWARDS OUTSTANDING AS AT YEAR END
	Option-Based Awards					Share-Based Awards
Name of Named Executive Officer	As at Fiscal Year Ended	Number of Securities Underlying Unexercised Options	Option Exercise Price ($/Security)	Option Expiration Date	Value of Unexercised In-the-Money Options ($)	Number of Common Shares that have not vested (#)	Market or Payout Value of Share-Based Awards that have not vested ($)	Market or Payout Value of Share-Based Awards not paid out or distributed
Ian Campbell CEO	2025	Nil	N/A	N/A	N/A	Nil	Nil	N/A
Omar Gonzalez CFO	2025	100,000	$0.05	May 1, 2030	Nil	Nil	Nil	N/A

Aggregate Options Exercised and Option Values

Since Neural's incorporation on June 2, 2020, no Options have been exercised by any holders thereof.

Aggregate RSUs Vested and RSU Values

Since Neural's incorporation on June 2, 2020, no RSUs all of 4,520,000 RSUs have been vested.

Termination of Employment, Change in Responsibilities and Employment Contracts

Neural does not have any employment contracts with its Named Executive Officers. Further, aside from the provisions in the Campbell Consulting Agreement outlined above, Neural does not have any contracts, agreements, plans, or arrangements that provide for payments to a Named Executive Officer following or in connection with: termination (whether voluntary, involuntary, or constructive); resignation, retirement, or change of control of Neural or its subsidiaries (if any); a change in responsibilities of a Named Executive Officer following a change of control.

Neural may consider entering into such agreements with its Named Executive Officers in future.

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Director Compensation

Other than the Option Plan and RSU Plan, Neural currently has no arrangements, standard or otherwise, under which directors are compensated for: serving in their capacity as directors; committee participation; involvement in special assignments; and providing services as a consultant or expert. This has remained the case since Neural’s incorporation on June 2, 2020, up to and including the date of this Circular.

Changes to Executive Compensation Subsequent to Year Ended July 31, 2025

There have been no material changes to executive compensation following the financial year ended July 31, 2025.

REPORT ON CORPORATE GOVERNANCE

Neural believes that adopting and maintaining appropriate corporate governance practices is fundamental to the effective oversight and long-term success of Neural. NI 58-101 and NP 58-201 (collectively the "Governance Guidelines") of the CSA set out non-binding guidelines that issuers are encouraged to consider in developing their governance practices. In certain cases, Neural’s governance practices comply with the Governance Guidelines; however, the Board has determined that some guidelines are not appropriate for Neural at its current stage of development and have therefore not been adopted. The Board will continue to review and evolve Neural’s governance practices as Neural’s business and operations develop.

The following disclosure is required by the Governance Guidelines and describes Neural's approach to governance and outlines the various procedures, policies and practices that Neural and the Board have implemented.

Board of Directors

The Board currently consists of six (6) directors.

In assessing independence for the purposes of Form 58-101F2, the Board considered the criteria set out in National Instrument 52-110 – Audit Committees, including whether any director has a “material relationship” with Neural that could reasonably be expected to interfere with the exercise of independent judgment. In addition, under NI 52-110, an individual who is, or has been within the last three years, an employee or executive officer of an issuer, is deemed to have a "material relationship" with the issuer. In assessing Form 58-101F2 and making the foregoing determinations, the Board has examined the circumstances of each director in relation to a number of factors.

Based on this assessment, the Board has determined that Colin McLelland, Carlos Davidovich and Eran Ovadya are independent directors within the meaning of NI 58-101. By virtue of their current or past management roles or other material relationships with Neural, John Durfy, Ian Campbell and Alex Storcheus are not considered independent.

Directorships

The following table provides a list of Neural's proposed directors who are presently serving as directors of other reporting issuers and the names of such reporting issuers.

Name	Name of Reporting Issuer	Name or Exchange or Market
Alex Storcheus	Rigel Technologies Inc.	Unlisted Reporting Issuer

Orientation and Continuing Education

The Board is comprised of individuals with either prior experience as a director or publicly listed issuer or a private entity or with significant business experience as a senior business manager. While Neural currently has no formal orientation and education program for new Board members, sufficient information (such as annual reports, prospectuses, proxy solicitation materials, budgets and operations reports) is provided to new Board members to ensure that each new director is familiar with the business of Neural and the functions of the Board. In addition, new directors are encouraged to meet with senior management.

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Ethical Business Conduct

Ethical business conduct and behaviour is of great importance to the Board and management of Neural. The Board has discussed the adoption of a written code of conduct, but it has not yet adopted a written code. Neural expects that each of the directors, officers and employees conduct themselves ethically and within the confines of professional behaviour, including the avoidance of conflicts of interest, protection and proper use of Neural's information, compliance with laws, rules and regulations and reporting of illegal or unethical behaviour.

Any director or officer of Neural shall disclose in writing or request to have it entered into the minutes of Board meetings or any of the committees of the directors the nature and extent of any interest in a material contract or a material transaction, whether made or proposed, as soon as the director or officer becomes aware of such a contract or transaction. In such a case, the director shall abstain from voting on any resolution to approve such a contract or transaction.

Nomination of Directors

The Board is entrusted with reviewing on a periodic basis the composition of the Board and, when appropriate, with maintaining a list of potential candidates for Board membership and interviewing potential candidates for Board membership.

Compensation

At present, no compensation other than the grant of RSUs is paid to Neural's directors, in such capacity. For a description of the process by which Neural determines compensation for its directors and officers, see section titled "Executive Compensation – Compensation of Directors".

Other Board Committees

Other than the Audit Committee, Neural's Board has no other committees.

Assessments

The Board does not currently conduct formal performance assessments of the Board, its committees or individual directors. The Board believes that its size facilitates an effective informal evaluation process through ongoing discussion between the Chair of the Board and the Chief Executive Officer.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out, as at fiscal year ended July 31, 2025, information with respect to Neural's compensation plans under which equity securities are authorized for issuance:

| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | --- | --- | --- | --- | | Option Plan | 725,000 | $0.05 | 13,425,048 (1) | | RSU Plan | 2,720,000 | N/A | | | Equity compensation plans not approved by security holders | N/A | N/A | N/A | | Total | 3,445,000 | $0.05 | 13,425,048 (1) |

Note: (1) The current RSU and Option Plans are subject to a combined limit of 10% of the total Neural Shares outstanding.

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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director, executive officer or employee of Neural or any of its subsidiaries, nor any former director, executive officer or employee, nor any associate of any such person, is or was indebted to Neural or any of its subsidiaries at any time during the financial year ended July 31, 2025, or as of the date of this Circular, other than "routine indebtedness" (as that term is defined under applicable securities laws). In addition, no such person is or was indebted to any other entity in respect of which such indebtedness was or is the subject of any guarantee, support agreement, letter of credit or similar arrangement provided by Neural or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed elsewhere in this Circular, including under the sections describing the Series B Transactions, the ancillary transactions occurring concurrently therewith, and the related disclosure provided pursuant to MI 61-101, no informed person of Neural, no proposed director of Neural, and no associate or affiliate of any such person has any material interest, direct or indirect, in any transaction since the commencement of Neural's most recently completed financial year ended July 31, 2025, or in any proposed transaction, that has materially affected or would materially affect Neural or any of its subsidiaries.

SHAREHOLDER PROPOSALS

Shareholder proposals intended to be included in the management information circular to be prepared in connection with the next annual meeting of Neural Shareholders must be submitted in accordance with the OBCA and applicable securities laws, and must be received by Neural within the time periods prescribed thereunder. Shareholders are encouraged to consult the applicable statutory requirements or seek independent legal advice regarding the submission of shareholder proposals.

ADDITIONAL INFORMATION

Financial information concerning Neural is included in its comparative annual and interim financial statements and management's discussion and analysis. Additional information relating to Neural is available under Neural's profile on SEDAR+ at www.sedarplus.ca.

Upon request to the Chief Executive Officer of Neural, the Corporation will provide to any person, free of charge, a copy of the comparative annual financial statements of Neural for its most recently completed financial year, together with the auditor's report thereon, the related management's discussion and analysis, and any interim financial statements filed by Neural subsequent to the filing of such annual financial statements. To obtain paper copies of proxy-related materials free of charge please contact Odyssey online via www.odysseycontact.com.

OTHER MATTERS

As of the date of this Circular, the Board and management of Neural are not aware of any matters to be brought before the Meeting other than those matters specifically identified in the accompanying Notice of Meeting. However, if any other matters properly come before the Meeting or any adjournment or postponement thereof, the persons named in the accompanying form of proxy intend to vote thereon in accordance with their best judgment, pursuant to the discretionary authority conferred by the form of proxy in respect of such matters.

BOARD APPROVAL

The contents of this Circular and its distribution to Neural Shareholders have been approved by the Board.

DATED this 15th day of April, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

"/s/ Ian Campbell"

Ian Campbell Chief Executive Officer

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SCHEDULE “A”

SERIES B TRANSACTIONS RESOLUTION

BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

The series of transactions contemplated by the Strategic Investment and Option Agreement dated May 28, 2025 (as amended on February 13, 2026 and March 25, 2026, the “SIO Agreement”) among Neural Therapeutics Inc. (the “Corporation”), and CWE European Holdings Inc., including the exercise of the Series B Option and the completion of Amalgamations B, C and D (collectively, the “Series B Transactions”), pursuant to which the Corporation will acquire the remaining equity interests of CWE, all as more particularly described in the management information circular of the Corporation dated April 15, 2026 (the “Circular”), be and are hereby authorized, approved and adopted.
The SIO Agreement and all transactions contemplated thereby, and the performance by the Corporation of its obligations thereunder, be and are hereby authorized, approved, confirmed and adopted.
The actions of the directors of the Corporation in approving the SIO Agreement and the Series B Transactions, and the actions of the directors and officers of the Corporation in executing and delivering the SIO Agreement and any ancillary agreements, notices or documents contemplated thereby, be and are hereby ratified, confirmed and approved.
Notwithstanding that this resolution has been passed by the shareholders of the Corporation, the board of directors of the Corporation be and is hereby authorized and empowered, without further notice to or approval of the shareholders, to:

(a) amend the SIO Agreement to the extent permitted by its terms; and

(b) elect not to proceed with the Series B Transactions or any part thereof at any time prior to completion thereof, including by not delivering a Series B Option Exercise Notice, in accordance with the terms of the SIO Agreement.

Any director or officer of the Corporation be and is hereby authorized and directed, for and on behalf of the Corporation, to execute and deliver, or cause to be executed and delivered, under the seal of the Corporation or otherwise, all such agreements, documents, instruments and certificates, and to do or cause to be done all such other acts and things, as such person may determine to be necessary or desirable to give effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such agreement, document or instrument or the doing of any such act or thing.

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SCHEDULE "B"

SIO AGREEMENT

(See attached.)

CWE EUROPEAN HOLDINGS INC.

and

NEURAL THERAPEUTICS INC.

STRATEGIC INVESTMENT AND OPTION AGREEMENT

MAY 28, 2025

TABLE OF CONTENTS

Page

ARTICLE 1 INTERPRETATION ... 1 1.1 Definitions ... 1 1.2 Singular, Plural, etc. ... 8 1.3 Deemed Currency ... 8 1.4 Headings, etc. ... 9 1.5 Date for any Action ... 9 1.6 Governing Law ... 9 1.7 No Construction ... 9 1.8 Attornment ... 9

ARTICLE 2 THE TRANSACTION ... 9 2.1 Pre-Transaction Reorganization ... 9 2.2 Series A Option ... 10 2.3 Series B Option ... 11 2.4 Implementation Covenants ... 13 2.5 Board of Directors and Senior Officers ... 15

ARTICLE 3 REPRESENTATIONS AND WARRANTIES ... 15 3.1 Representations and Warranties of CWE ... 15 3.2 Representations and Warranties of Neural ... 20 3.3 Survival ... 23

ARTICLE 4 CONDUCT OF BUSINESS ... 23 4.1 Conduct of Business by the Parties ... 23

ARTICLE 5 COVENANTS ... 24 5.1 Representations and Warranties ... 24 5.2 Notice of Material Change ... 25 5.3 Non-Solicitation ... 25 5.4 Other Covenants following Receipt of the Series B Exercise Notice ... 25

ARTICLE 6 MUTUAL COVENANTS ... 26 6.1 Other Filings ... 26 6.2 Additional Agreements ... 26

ARTICLE 7 CONDITIONS AND CLOSING MATTERS ... 27 7.1 Mutual Conditions Precedent to the Exercise of Series A Option ... 27 7.2 Conditions Precedent to Closing of Amalgamation A in Favour of Neural ... 27

TABLE OF CONTENTS (continued)

Page

7.3 Conditions Precedent to Closing of Amalgamation A in Favour of CWE... 29 7.4 Mutual Conditions Precedent to Completion of Series B Transactions ... 30 7.5 Additional Conditions Precedent to the Obligations of CWE to Completion of Series B Transactions ... 31 7.6 Additional Conditions Precedent to the Obligations of Neural to Completion of Series B Transactions ... 33 7.7 Merger of Conditions ... 34 7.8 Closing Matters ... 34

ARTICLE 8 TERMINATION, AMENDMENT AND DISSENTING SHAREHOLDERS ... 35 8.1 Termination ... 35 8.2 Effect of Termination ... 35 8.3 Fees and Expenses ... 35 8.4 Amendment ... 35 8.5 Dissenting Shareholders ... 35 8.6 Waiver ... 36

ARTICLE 9 PUT OPTION ... 36 9.1 Purpose and Intent ... 36 9.2 Put Option Right ... 36 9.3 Terms of the Put Note ... 36 9.4 Procedural Steps ... 37 9.5 Restoration of Shareholding upon Cure ... 37 9.6 Costs ... 37

ARTICLE 10 INDEMNIFICATION AND SURVIVAL ... 37 10.1 Indemnification by CWE ... 37 10.2 Indemnification by Neural ... 38 10.3 Procedure for Indemnity Claims ... 38 10.4 Limitations on Indemnity Obligations ... 38 10.5 Survival ... 39 10.6 Mitigation and Insurance ... 39 10.7 Exclusive Remedy ... 39 10.8 No Double Recovery ... 39 10.9 Legal Proceedings ... 39

ARTICLE 11 GENERAL ... 39

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TABLE OF CONTENTS (continued)

Page

11.1 Notices... 39 11.2 Assignment... 40 11.3 Dispute Resolution... 40 11.4 Complete Agreement... 41 11.5 Further Assurances... 41 11.6 Severability... 41 11.7 Counterpart Execution... 41 11.8 Investigation by Parties... 42 11.9 Public Announcement; Disclosure and Confidentiality... 42 11.10 Remedies Cumulative... 42 11.11 Third Party Beneficiaries... 42 11.12 Independent Legal Advice... 42 11.13 Conflict of Laws... 43 11.14 Personal Information... 43

SCHEDULE “A” AMALGAMATION AGREEMENT A SCHEDULE “B” AMALGAMATION AGREEMENT B SCHEDULE “C” AMALGAMATION AGREEMENT C SCHEDULE “D” CWE FINANCIAL STATEMENTS SCHEDULE “E” LEGAL OPINION OF RECHTSANWÄLTE [REDACTED] SCHEDULE "F" FINANCIAL STATEMENT UNDERTAKING OF CWE

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EXECUTION VERSION

STRATEGIC INVESTMENT AND OPTION AGREEMENT

THIS AGREEMENT is made as of May 28, 2025,

BETWEEN:

CWE EUROPEAN HOLDINGS INC., a corporation incorporated under the federal laws of Canada (“CWE”)

and - NEURAL THERAPEUTICS INC., a corporation existing under the laws of the Province of Ontario (“Neural”) (each a “Party” and collectively, the “Parties”)

WHEREAS pursuant to a letter of intent between the Parties dated September 27, 2024, as amended on November 15, 2024, December 16, 2024, January 24, 2025, February 19, 2025, March 30, 2025 and April 30, 2025 whereby Neural and CWE propose to enter into an agreement consistent with the terms of this Agreement (collectively, the “Letter of Intent”), CWE and Neural propose to complete a series of transactions pursuant to which Neural may acquire up to a 100% interest in CWE and thereby become a retailer of CBD hemp products in the Federal Republic of Germany with the name “Hanf.com Inc.” or such other similar name as may be accepted by the relevant regulatory authorities and approved by the board of directors of CWE;

AND WHEREAS the Parties propose to carry out the proposed transactions by way of a series of statutory amalgamations under the provisions of the OBCA (as defined below) and related transaction steps as described in this Agreement;

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties covenant and agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the following meanings, respectively:

“Affiliate” has the meaning ascribed thereto in the OBCA;

“Agreement”, “this Agreement”, “herein”, “hereto”, and “hereof” and similar expressions refer to this Strategic Investment and Option Agreement, including the schedules attached hereto, as the same may be amended or supplemented from time to time;

“Amalco A” means the amalgamated corporation resulting and continuing from Amalgamation A;

“Amalco A Shares” means the common shares in the share capital of Amalco A;

“Amalco B” means the amalgamated corporation resulting and continuing from Amalgamation B;

“Amalco B Shares” means the common shares in the share capital of Amalco B;

"Amalco C" means the amalgamated corporation resulting and continuing from Amalgamation C;

"Amalco C Shares" means the common shares in the share capital of Amalco C;

"Amalco D" means the amalgamated corporation resulting and continuing from Amalgamation D;

"Amalgamation" means either Amalgamation A, Amalgamation B or Amalgamation C, as required by the applicable context; and "Amalgamations" means collectively Amalgamation A, Amalgamation B or Amalgamation C;

"Amalgamation A" means the amalgamation of CWE Newco A and Neural Subco A by way of a "three-cornered amalgamation" with Neural under the provisions of Section 174 of the OBCA and pursuant to the terms of the Documents;

"Amalgamation B" means the amalgamation of CWE Newco B and Neural Subco B by way of a "three-cornered amalgamation" with Neural under the provisions of Section 174 of the OBCA and pursuant to the terms of the Documents;

"Amalgamation C" means the amalgamation of CWE Newco C and Neural Subco C by way of a "three-cornered amalgamation" with Neural under the provisions of Section 174 of the OBCA and pursuant to the terms of the Documents;

"Amalgamation Agreement A" means the agreement among CWE Newco A, Neural and Neural Subco A in respect of Amalgamation A, to be substantially in the form attached as Schedule "A" to this Agreement;

"Amalgamation Agreement B" means the agreement among CWE Newco B, Neural and Neural Subco B in respect of Amalgamation B, to be substantially in the form attached as Schedule "B" to this Agreement;

"Amalgamation Agreement C" means the agreement among CWE Newco C, Neural and Neural Subco C in respect of Amalgamation C, to be substantially in the form attached as Schedule "C" to this Agreement;

"Articles of Amalgamation A" means the articles of amalgamation giving effect to Amalgamation A required under the OBCA to be filed with the Director;

"Articles of Amalgamation B" means the articles of amalgamation giving effect to Amalgamation B required under the OBCA to be filed with the Director;

"Articles of Amalgamation C" means the articles of amalgamation giving effect to Amalgamation C required under the OBCA to be filed with the Director;

"Articles of Amalgamation D" means the articles of amalgamation giving effect to Amalgamation D required under the OBCA to be filed with the Director;

"BCBCA" means the Business Corporations Act (British Columbia) as the same has been and may hereafter from time to time be amended;

"Business Day" means any day, excluding Saturday or Sunday, on which banking institutions are open for business in Toronto, Ontario;

"Certificate of Amalgamation" means the certificate in respect of each of Amalgamation A, Amalgamation B, or Amalgamation C, as applicable, issued by the Director;

"CBCA" means the Canada Business Corporations Act and the regulations made thereunder, as promulgated or amended from time to time;

"Completion Deadline" means September 30, 2025 or such later date as may be mutually agreed between the Parties in writing;

"Constating Documents" means corporate charter, articles of incorporation, articles of amendment, if any, (and any certificate thereof), by-laws or any similar constating document of a corporate entity;

"CSE" means Canadian Securities Exchange;

"CSE Escrow Agreement" means the escrow agreement to be entered into among Neural’s registrar and transfer agent, Neural, and certain securityholders of Neural in connection with the Series B Transactions in accordance with the requirements of the CSE, with the securities subject to the CWE Escrow Agreement to be released on a schedule as determined by the CSE and applicable provisions of NP 46-201;

"CSE Policies" means the rules and policies of the CSE in effect as of the date thereof;

"CWE" means CWE European Holdings Inc., a corporation formed pursuant to the federal laws of Canada;

"CWE Auditor" means the independent auditor of CWE, being Ovadia Kriheli & Co. or such other firm in good standing with the Canadian Public Accountability Board appointed by CWE in accordance with applicable laws;

"CWE Financial Statements" has the meaning ascribed thereto in section 3.1(l) thereof;

"CWE Indemnified Parties" has the meaning ascribed therein Section 10.2;

"CWE Prior Warrants" means the 32,534,222 common share purchase warrants issued by CWE and entitling the holders thereof to purchase 32,534,222 CWE Shares at a price of $0.14 per CWE Share, which expire on April 7, 2027, which are to be exchanged for CWE Newco B Replacement Warrants in connection with the CWE Reorganization;

"CWE Newco A" means a new corporation to be incorporated under the laws of the Province of Ontario which will initially be a wholly-owned Subsidiary of CWE for the sole purpose of effecting Amalgamation A;

"CWE Newco A Shares" means the common shares in the capital of CWE Newco A;

"CWE Newco B" means a new corporation to be incorporated under the laws of the Province of Ontario which will initially be a wholly-owned Subsidiary of CWE for the sole purpose of effecting Amalgamation B;

"CWE Newco B Shares" means the common shares in the capital of CWE Newco B;

"CWE Newco B Replacement Warrants" means the 32,534,222 common share purchase warrants issued by CWE Newco B to certain former holders of CWE Prior Warrants entitling the holders thereof to purchase 32,534,222 CWE Newco B Shares at a price of $0.14 per CWE Newco B Share, which expire on April 7, 2027 and will be exchanged for Neural Compensation Warrants in connection with Amalgamation B;

"CWE Newco C" means a new corporation to be incorporated under the laws of the Province of Ontario which will initially be a wholly-owned Subsidiary of CWE for the sole purpose of effecting Amalgamation C;

"CWE Newco C Shares" means the common shares in the capital of CWE Newco C;

"CWE Reorganization" means the share exchange to be completed between CWE Shareholders and each of CWE Newco A, CWE Newco B, and CWE Newco C as described in section 2.1;

"CWE Shareholder" means a registered holder of CWE Shares, from time to time, and "CWE Shareholders" means all such holders;

"CWE Shareholder Meeting" means the special meeting of CWE Shareholders to be take place pursuant to the CBCA and the by-laws of CWE to approve the CWE Reorganization and Amalgamations, and any ancillary matters thereto as described in this Agreement;

"CWE Share" means the issued and outstanding common shares in the capital of CWE;

"Debt Instrument" has the meaning ascribed thereto in section 3.1(aa) hereof;

"Depositary" means Odyssey Trust Company, which is also the transfer agent and registrar for the Neural Shares;

"Director" means the Director appointed under Section 278 of the OBCA;

"Dissenting CWE Shares" means the CWE Shares held by Dissenting Shareholders;

"Dissenting Shareholder" means a registered holder of CWE Shares, CWE NewCo A Shares, CWE NewCo B Shares or CWE NewCo C Shares, as applicable, who, in connection with the special resolution of the CWE Shareholders approving the CWE Reorganization, or Amalgamation A, Amalgamation B, or Amalgamation C, as applicable, has exercised the right to dissent pursuant to Section 190 of the CBCA or Section 185 of the OBCA, as applicable in strict compliance with the provisions thereof and thereby becomes entitled to be paid the fair value of his, her or its CWE Shares CWE NewCo A Shares, CWE NewCo B Shares or CWE NewCo C Shares, as applicable and who has not withdrawn the notice of the exercise of such right as permitted by Section 190 of the CBCA or Section 185 of OBCA, as applicable;

"Documents" means, collectively, this Agreement, Amalgamation Agreement A, Amalgamation Agreement B, and Amalgamation Agreement C;

"DRS Statement" means a statement evidencing a shareholding position under the Direct Registration System;

"Effective Date of Amalgamation A" means the date shown on the Certificate of Amalgamation giving effect to Amalgamation A;

"Effective Date of Amalgamations B and C" means the date shown on the Certificates of Amalgamation giving effect to Amalgamation B and Amalgamation C;

"Effective Time of Amalgamation A" means 12:01 a.m. (Toronto time) on the Effective Date of Amalgamation A or such other time on the Effective Date of Amalgamation A as may be agreed by the applicable CWE Newco and Neural;

"Effective Time of Amalgamations B and C" means 12:01 a.m. (Toronto time) on the Effective Date of Amalgamations B and C or such other time on the Effective Date of Amalgamations B and C as may be agreed by the applicable CWE Newco and Neural;

"Environmental Laws" has the meaning ascribed thereto in section 3.1(v) hereof;

"fair value" where used in relation to a CWE Share, CWE Newco A Share, CWE Newco B Share or CWE Newco C Share, as applicable held by a Dissenting Shareholder, means fair value as determined by a court under Section 190 of the CBCA or Section 185 of the OBCA, as applicable, or as agreed between CWE or the applicable CWE Newco, as applicable, and the Dissenting Shareholder;

"Financial Information" means the financial statements and supporting materials required to be delivered by CWE to Neural pursuant to Section 7.2(f) and Schedule "F" of this Agreement;

"Government Authority" means any foreign, national, provincial, local or state government, any political subdivision or any governmental, judicial, public or statutory instrumentality, court, tribunal, agency (including those pertaining to health, safety or the environment), authority, body or entity, or other regulatory bureau, authority, body or entity having legal jurisdiction over the activity or Person in question and, for greater certainty, includes the CSE;

"GSA" has the meaning ascribed thereto in Section 9.3(b);

"IFRS" means International Financial Reporting Standards applicable as at the relevant date;

"Indemnifying Party" has the meaning ascribed therein Section 10.3;

"Indemnity Claim" has the meaning ascribed therein Section 10.3;

"Indemnity Notice" has the meaning ascribed therein Section 10.3;

"in writing" means written information including documents, files, software, records and books made available, delivered or produced to one Party by or on behalf of the other Party;

"Laws" means all laws, statutes, codes, ordinances, decrees, rules, regulations, by laws, statutory rules, principles of law, published policies and guidelines, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, including general principles of common and civil law, and terms and conditions of any grant of approval, permission, authority or licence of any Government Authority, statutory body or self-regulatory authority, and the term "applicable" with respect to such Laws and in the context that refers to one or more Persons, means that such Laws apply to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Government Authority (or any other Person) having jurisdiction over the aforesaid Person or Persons or its or their business, undertaking, property or securities;

"Letter of Transmittal" means a letter of transmittal to be sent to holders of CWE Newco A Shares, CWE Newco B Shares and CWE Newco C Shares for use in connection with the Transaction and in order to receive the Neural Shares to which they are entitled after giving effect to the Amalgamations;

"Listing Statement" means a listing statement of Neural to be prepared jointly by Neural and CWE as may be required in accordance with Policy 2 of the CSE;

"Losses" has the meaning ascribed therein Section 10.1;

"Material Adverse Change" means any change in the financial condition, operations, assets, liabilities, or business of a Party and its Subsidiaries, considered as a whole, which is materially adverse to the business of such Party and its Subsidiaries, considered as a whole, other than a change: (a) which arises out of or in connection with this Agreement or a matter that has been publicly disclosed or otherwise disclosed in writing by such Party to the other Party prior to the date of this Agreement; (b) resulting from conditions affecting the medical marijuana industry as a whole; or (c) resulting from general economic, financial, currency exchange, securities or commodity market conditions in Canada, the United States or elsewhere;

"Material Adverse Effect" means any event, change or effect that is or would reasonably be expected to be materially adverse to the financial condition, operations, assets, liabilities, or business of a Party and its Subsidiaries, considered as a whole, provided, however, that a Material Adverse Effect shall not include an adverse effect resulting from a change: (a) which arises out of or in connection with this Agreement or a matter that has been publicly disclosed or otherwise disclosed in writing by such Party to the other Party prior to the date of this Agreement; (b) resulting from conditions affecting the medical marijuana industry as a whole; or (c) resulting from general economic, financial, currency exchange, securities or commodity market conditions in Canada, the United States or elsewhere;

"material fact" has the meaning ascribed thereto in the Securities Act (Ontario) as the same has been and may hereafter from time to time be modified;

"Neural" means Neural Therapeutics Inc.;

"Neural Auditor" means the independent auditor of Neural, being Horizon Assurance LLP or such other firm appointed by Neural in accordance with applicable laws;

"Neural Board" means the board of directors of Neural as constitute from time to time;

"Neural Compensation Warrants" means warrants to purchase Neural Shares to be issued to the holders of the CWE Prior Warrants on the basis set out in Amalgamation Agreement B or Amalgamation Agreement C, as the case may be;

"Neural Consolidation" means the share consolidation of Neural Shares on the basis of one (1) Post-Consolidation Neural Shares for every four (4) outstanding Neural Shares;

"Neural Convertible Securities" means, collectively, the Neural Options, Neural RSUs and Neural Warrants;

"Neural Director Appointments" means, subject to the completion of Amalgamation A, Amalgamation B, and Amalgamation C, the reconstitution of the Neural Board to consist of five (5) directors, as more particularly set out in section 2.5;

"Neural Financial Statements" has the meaning ascribed thereto in section 3.2(m) hereof;

"Neural Indemnified Parties" has the meaning ascribed therein Section 10.1;

"Neural Name Change" means, subject to the completion of the Amalgamation, a change in the name of Neural to "Hanf.com Inc." or such other similar name as may be accepted by the relevant regulatory authorities and approved by the Neural Board;

"Neural Listing Statement" means CSE Form 2A listing statement of Neural dated March 7, 2025 prepared in connection with listing of the Neural Shares on the CSE;

"Neural Options" means the stock options of Neural entitling the holders to purchase Neural Shares granted pursuant to Neural's stock option plan most recently approved at Neural's shareholder meeting held on January 6, 2023;

"Neural RSUs" means restricted share units of Neural entitling the holders to purchase Neural Shares granted pursuant to Neural's restricted share unit plan most recently approved at Neural's shareholder meeting held on January 6, 2023;

"Neural Shareholder" means a registered holder of Neural Shares, from time to time;

"Neural Shares" means the issued and outstanding common shares in the capital of Neural;

"Neural Subco A" means a new corporation to be incorporated by Neural under the laws of the Province of Ontario as a wholly-owned Subsidiary of Neural for the sole purpose of effecting Amalgamation A;

"Neural Subco B" means a new corporation to be incorporated by Neural under the laws of the Province of Ontario as a wholly-owned Subsidiary of Neural for the sole purpose of effecting Amalgamation B;

"Neural Subco C" means a new corporation to be incorporated by Neural under the laws of the Province of Ontario as a wholly-owned Subsidiary of Neural for the sole purpose of effecting Amalgamation C, which for greater certainty is owned by the officers and directors of CWE;

"Neural Subcos" means collectively Neural Subco A, Neural Subco B and Neural Subco C;

"Neural Warrants" means warrants of Neural entitling the holders to purchase Neural Shares;

"NI 45-102" means National Instrument 45-102 - Resale of Securities;

"NI 45-106" means National Instrument 45-106 – Prospectus Exemptions;

"NP 46-201" means National Policy 46-201 - Escrow for Initial Public Offerings;

"OBCA" means the Business Corporations Act (Ontario) as the same has been and may hereafter from time to time be amended;

"Party" means each of Neural and CWE individually, and collectively, the "Parties";

"Person" includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Government Authority, syndicate or other entity, whether or not having legal status;

"Personnel Obligations" means any obligations or liabilities of a Party or any of its Subsidiaries to pay any amount to its or their officers, directors, employees and consultants, other than for salary, bonuses under its or their existing bonus arrangements and directors' fees in the ordinary course, in each case in amounts consistent with historic practices and obligations or liabilities in respect of insurance or indemnification contemplated by this Agreement or arising in the ordinary and usual course of business and, without limiting the generality of the foregoing, Personnel Obligations shall include the obligations of such Party or any of its Subsidiaries to directors, officers, employees and consultants: (a) for payments on or in connection with any change in control of such Party pursuant to any change in control agreements, policies or arrangements, including the payments specified herein; and (b) for any special incentive bonus payments and commitments;

"PIFs" means personal information forms in the form prescribed by the CSE, completed and executed by each individual proposed to be a director, officer, insider or promoter of Neural following completion of the Amalgamation, along with all supplemental documentation required by the CSE in connection therewith;

"Post-Consolidation Neural Shares" means Neural Shares after the completion of the Neural Consolidation;

"Put Note" has the meaning ascribed thereto in Section 9.2;

"Put Option" has the meaning ascribed thereto in Section 9.29.3;

"Put Exercise Notice" has the meaning ascribed thereto in Section 9.4;

"Pit Option Trigger Date" has the meaning ascribed thereto in Section 9.2;

"Regulatory Approval" means any approval, consent, waiver, permit, order or exemption from any Government Authority having jurisdiction or authority over any Party or the Subsidiary of any Party which is required or advisable to be obtained in order to permit the Transaction to be effected and "Regulatory Approvals" means all such approvals, consents, waivers, permits, orders or exemptions;

"Reporting Jurisdictions" has the meaning ascribed thereto in section 3.2(f) hereof;

"Securities Authorities" means the applicable securities commissions or similar securities regulatory authorities in each of the Reporting Jurisdictions, and the CSE;

"SEDAR+" means the System for Electronic Document Analysis and Retrieval+ available at www.sedarplus.ca;

"Series A Option" means the right, but not the obligation, of the Neural Board, exercisable at its sole discretion, to proceed with the Amalgamation A provided that all conditions precedent in this Agreement relating to Amalgamation A have been satisfied or waived to the satisfaction of the Neural Board;

"Series A Option Exercise Notice" has the meaning ascribed thereto in section 2.2(a) hereof;

"Series B Option" means the right, but not the obligation, of the Neural Board, exercisable at its sole discretion, to proceed with Amalgamations B, C, and D, provided that all conditions precedent in this Agreement relating to Amalgamations B, C, and D have been satisfied or waived to the satisfaction of the Neural Board;

"Series B Option Exercise Notice" has the meaning ascribed thereto in section 2.3(a) hereof;

"Series B Transactions" means transactions that will occur pursuant to the exercise of the Series B Option by the Neural Board, which include Amalgamations B, C, and D;

"Share Issuance Price" means the ascribed value per Neural Share issued in connection with Amalgamation A equal to the greater of: a) $0.05; and b) the price that is equal to the Maximum Permitted Discount (as such term is defined in CSE Policies) to the price at which Neural Shares trade immediately prior to the Effective Date of Amalgamation A and immediately prior to the issuance of Neural Shares;

"Subsidiary" has the meaning ascribed thereto in the OBCA;

"Taxes" has the meaning ascribed thereto in section 3.1(s) hereof; and

"Transaction" means the multi-step investment structure between the Parties, consisting of: a) Amalgamation A; b) the Series B Transactions; c) the Neural Name Change, d) the Neural Consolidation and e) the Neural Director Appointments.

1.2 Singular, Plural, etc.

Words importing the singular number include the plural and vice versa and words importing gender include the masculine, feminine and neuter genders.

1.3 Deemed Currency

In the absence of a specific designation of any currency any undescribed dollar amount herein shall be deemed to refer to Canadian dollars.

1.4 Headings, etc.

The division of this Agreement into Articles and Sections, the provision of a table of contents hereto and the insertion of the recitals and headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement and, unless otherwise stated, all references in this Agreement to Articles and Sections refer to Articles and Sections of and to this Agreement in which such reference is made.

1.5 Date for any Action

In the event that any date on which any action is required to be taken hereunder by any of the Parties hereunder is not a Business Day, such action shall be required to be taken on the next succeeding day that is a Business Day.

1.6 Governing Law

This Agreement shall be governed by and interpreted in accordance with the Laws of the Province of Ontario and the Laws of Canada applicable therein. Each Party hereby irrevocably attorns to the jurisdiction of the Courts of the Province of Ontario sitting in and for the judicial district of Toronto in respect of all matters arising under or in relation to this Agreement.

1.7 No Construction

In the event that an ambiguity or question of intent or meaning remains after considering the terms and conditions of this Agreement, it is the intention of the parties that no presumption or rule of construction shall apply or be invoked to the detriment of the drafter.

1.8 Attornment

The Parties hereby irrevocably and unconditionally consent to and attorn to the courts of the Province of Ontario for any actions, suits or proceedings arising out of or relating to this Agreement or the matters contemplated hereby (and agree not to commence any action, suit or proceeding relating thereto except in such courts) and further agree that service of any process, summons, notice or document by single registered mail to the addresses of the Parties set forth in this Agreement shall be effective service of process for any action, suit or proceeding brought against either Party in such court. The Parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated hereby in the courts of the Province of Ontario and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding so brought has been brought in an inconvenient forum.

ARTICLE 2

THE TRANSACTION

2.1 Pre-Transaction Reorganization

(a) Immediately prior to effecting the relevant stage of the Transaction, CWE shall use its best efforts to cause the CWE Newcos to complete a series of share exchange transactions wherein they will:

(i) Complete a share exchange transaction to cause certain CWE Shareholders to transfer an aggregate of 19,999,988 CWE Shares, being approximately 30.61% of its existing CWE Shares to CWE Newco A;

(ii) Complete a share exchange transaction to cause certain CWE Shareholders to transfer an aggregate of 20,271,907 CWE Shares, being approximately 31.02% of its existing CWE Shares to CWE Newco B; and

(iii) Complete a share exchange transaction to cause certain CWE Shareholders to transfer an aggregate of 25,068,316 CWE Shares, being approximately 38.36% of its existing CWE Shares to CWE Newco C;

(the "CWE Reorganization")

Such that, following the CWE Reorganization, immediately prior to effecting Amalgamation A, 30.61% of all currently issued and outstanding CWE Shares will be owned by CWE Newco A, and a total of 69.39% all currently issued and outstanding CWE Shares will owned by CWE Newco B, and CWE Newco C prior to effecting Amalgamation B and Amalgamation C.

(b) In connection with CWE Reorganization, CWE shall:

(i) ask CWE Shareholders, and the new CWE Newco A Shareholders, CWE Newco B Shareholders, and CWE Newco C shareholders to approve each of Amalgamation A, Amalgamation B, and Amalgamation C by consent resolution of the CWE Shareholders);

(ii) use all commercially reasonable efforts to obtain the approval of the CWE Shareholders and the new CWE Newco A Shareholders, CWE Newco B Shareholders, and CWE Newco C Shareholders for each of Amalgamation A, Amalgamation B, and Amalgamation C; and

(iii) in accordance with section 8.5, CWE Shares which are held by a Dissenting Shareholder shall not be converted as prescribed by section 2.2(c)(ii). However, if a Dissenting Shareholder fails to perfect or effectively withdraws its claim under Section 190 of the CBCA or Section 185 of the OBCA, as applicable, forfeits its right to make a claim under Section 190 of the CBCA or Section 185 of the OBCA, as applicable, or if its rights as a CWE Shareholder are otherwise reinstated, such Dissenting Shareholder's Dissenting CWE Shares shall thereupon be deemed to have been converted as of the completion of the CWE Reorganization.

2.2 Series A Option

Each Party hereby agrees that as soon as reasonably practicable after the date hereof or at such other time as is specifically indicated below in this section 2.1, and subject to the terms and conditions of this Agreement, it shall take the following steps indicated for it in the following order:

(a) Subject to the satisfaction or waiver of all conditions precedent relating to Amalgamation A, in order to evidence the exercise of Series A Option, Neural shall deliver to CWE a signed resolution of the Neural Board, or minutes of a meeting of the Neural Board, as the case may be, confirming (i) its intention to proceed with Amalgamation A, and (ii) that the conditions precedent to Amalgamation A have been satisfied or waived to its satisfaction. Such resolution or minutes, together with a duly executed copy of the Amalgamation A Agreement shall constitute sufficient notice ("Series A Option Exercise Notice") to proceed with Amalgamation A which shall be binding on the Parties once fully executed by each of the Parties.

(b) CWE Newco A and Neural Subco A shall amalgamate by way of statutory amalgamation under Section 174 of the OBCA on the terms and subject to the conditions contained in the Documents, and CWE and Neural further agree that the Effective Date of Amalgamation A shall occur within five (5) Business Days of the date on which the Series A Option Exercise Notice is delivered;

(i) CWE Newco A and Neural Subco A will amalgamate under the provisions of the OBCA and continue as one amalgamated corporation, being Amalco A;

(ii) subject to section 2.2(d), holders of outstanding CWE Newco A Shares shall receive four (4) Neural Shares for each one (1) CWE Newco A Share held at a deemed issue price per Neural Share equal to the Share Issuance Price;

(iii) as consideration for the issuance of the Neural Shares to the holders of CWE Newco A Shares to effect the Amalgamation, Amalco A will issue to Neural one (1) fully paid Amalco A Share for each one (1) Neural Share so issued;

(iv) all of the property and assets of each of CWE Newco A and Neural Subco A will be the property and assets of Amalco A and Amalco A will be liable for all of the liabilities and obligations of each of CWE Newco A and Neural Subco A; and

(v) Amalco A will be a wholly-owned Subsidiary of Neural;

(d) in accordance with section 8.5, CWE Shares which are held by a Dissenting Shareholder shall not be converted as prescribed by section 2.2(c)(ii). However, if a Dissenting Shareholder fails to perfect or effectively withdraws its claim under Section 190 of the CBCA or forfeits its right to make a claim under Section 190 of the CBCA or if its rights as a CWE Shareholder are otherwise reinstated, such Dissenting Shareholder’s Dissenting CWE Shares shall thereupon be deemed to have been converted as of the Effective Date of Amalgamation A as prescribed by section 2.2(c)(ii);

(e) in accordance with section 8.5, CWE Newco A Shares which are held by a Dissenting Shareholder shall not be converted as prescribed by section 2.2(c)(ii). However, if a Dissenting Shareholder fails to perfect or effectively withdraws its claim under Section 185 of the OBCA or forfeits its right to make a claim under Section 185 of the OBCA or if its rights as a CWE Newco A Shareholder are otherwise reinstated, such Dissenting Shareholder’s Dissenting CWE Newco A Shares shall thereupon be deemed to have been converted as of the Effective Date of Amalgamation A as prescribed by section 2.2(c)(ii);

(f) as soon as practicable after the Effective Date of Amalgamation A, in accordance with normal commercial practice, Neural shall issue or cause to be issued certificates, DRS Statements or electronic positions within CDS representing the appropriate number of the Neural Shares to the former CWE Newco A Shareholders. No fractional Neural Shares will be delivered to any CWE Newco A Shareholder otherwise entitled thereto, and instead the number of Neural Shares to be issued to each former CWE Newco A Shareholder will be rounded down to the nearest whole number;

(g) the Parties shall take any other action and do anything, including the execution of any other agreements, documents or instruments, that is necessary or useful to give effect to Amalgamation A.

2.3 Series B Option

Following the completion of Amalgamation A and only after the delivery of the Series B Option Exercise Notice by Neural to CWE, each Party hereby agrees that as soon as reasonably practicable after the date hereof or at such other time as is specifically indicated below in this section 2.1, and subject to the terms and conditions of this Agreement, it shall take the following steps indicated for it in the following order:

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(a) Subject to the satisfaction or waiver of all conditions precedent relating to Amalgamations B, C, and D, in order to evidence the exercise of the Series B Option, Neural shall deliver to CWE and the CWE Newcos a signed resolution of the Neural Board, or minutes of a meeting of the Neural Board, confirming (i) its intention to proceed with the Series B Transactions, and (ii) that the conditions precedent to the Series B Transactions in its favour have been satisfied or waived to its satisfaction. Such resolution or minutes, together with duly executed Amalgamation B Agreement, Amalgamation C Agreement and Amalgamation D Agreement shall constitute sufficient notice ("Series B Option Exercise Notice") to proceed with Amalgamations B, C and D which shall be binding on the Parties once fully executed by each of the Parties.

(b) Neural shall, prior to the Effective Date of Amalgamations B and C, seek approval of the Neural Shareholders by written consent or by holding a shareholder meeting as required in accordance with the Constating Documents and by-laws of Neural, and applicable rules and regulations, for each of Amalgamation B and Amalgamation C if required pursuant to the policies of the CSE:

(c) Amalgamations B and C shall be effected on substantially similar terms as Amalgamation A, provided that Amalgamation B and Amalgamation C may not be effected prior to Amalgamation A, and each of Amalgamation B and Amalgamation C must be effected concurrently.

(i) CWE Newco B and Neural Subco B will amalgamate under the provisions of the OBCA and continue as one amalgamated corporation, being Amalco B;

(ii) CWE Newco C and Neural Subco C will amalgamate under the provisions of the OBCA and continue as one amalgamated corporation, being Amalco C;

(iii) Amalco A, Amalco B and Amalco C will amalgamate under the provisions of the OBCA and continue as one amalgamated corporation, being Amalco D;

(iv) subject to section 2.3(e), holders of outstanding CWE Newco B Shares immediately prior to the CWE Reorganization preceding Amalgamation A shall receive an aggregate of four (4) Neural Shares for each one (1) CWE Newco B Share, and for every 3.677309 CWE Newco C Share, held;

(v) CWE Newco B Replacement Warrants shall be issued by CWE Newco B in exchange for a total of 32,534,222 CWE Prior Warrants which will be exchanged for Neural Compensation Warrants in connection with Amalgamation B on the basis of four (4) Neural Compensation Warrants for each CWE Newco B Replacement Warrant, with exercise prices adjusted accordingly, provided that if the Neural Consolidation has been effected prior to the completion of Amalgamation B, each CWE Newco B Replacement Warrant shall be exchanged for one (1) Neural Compensation Warrant;

(d) immediately following the filing of the Articles of Amalgamation to effect Amalgamation B, Amalgamation C and Amalgamation D, Neural will: (i) reconstitute its board of directors to give effect to the Neural Director Appointments, (ii) file a notice of alteration to give effect to the Neural Name Change, and (iii) file articles of amendment to give effect to the Neural Consolidation;

(e) as soon as practicable after the Effective Date of Amalgamations B and C, in accordance with normal commercial practice and section 2.3(b) Neural shall issue or cause to be issued certificates, DRS Statements or electronic positions within CDS representing the appropriate number of the Neural Shares to the former CWE Newco B and CWE Newco C Shareholders. No fractional Neural Shares will be delivered to any CWE Newco B and CWE Newco C Shareholder otherwise entitled thereto and instead the number of Neural Shares to be issued to each former CWE Newco B and CWE Newco C Shareholder will be rounded down to the nearest whole number;

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(f) in accordance with section 8.5, CWE Newco B Shares or CWE Newco C Shares, as applicable, which are held by a Dissenting Shareholder in connection with either Amalgamation B or Amalgamation C, as applicable, shall not be converted as prescribed by section 2.2(c)(ii). However, if a Dissenting Shareholder fails to perfect or effectively withdraws its claim under Section 185 of the OBCA or forfeits its right to make a claim under Section 185 of the OBCA or if its rights as a CWE Newco B Shareholder or CWE Newco C Shareholder, as applicable, are otherwise reinstated, such Dissenting Shareholder’s Dissenting CWE Newco B Shares or CWE Newco C shares, as applicable, shall thereupon be deemed to have been converted as of the Effective Date of Amalgamations B and C as prescribed by section 2.2(c)(ii);

(g) the Parties acknowledge that the CSE may require some of the Neural Shares issued pursuant to the Transaction to be held in escrow, or be subject to certain resale restrictions (including without limitation the provisions of NI 45-102 and NP 46-201) and each of CWE, the CWE Newcos, and Neural, as applicable, agree to comply and use its reasonable efforts to cause its shareholders to comply with all such escrow requirements of the CSE including the execution and delivery of the CSE Escrow Agreement; and

(h) the Parties shall take any other action and do anything, including the execution of any other agreements, documents or instruments, that is necessary or useful to give effect to the Transaction, including Amalgamation B and Amalgamation C.

For greater clarity, Neural shall only be obligated to take the steps set out herein if and when the Series B Option is exercised in accordance with Section 2.3.

2.4 Implementation Covenants

(a) Listing Statement. CWE and Neural shall use commercially reasonable efforts to jointly prepare the Listing Statement together with any other documents required by applicable Laws and shall jointly file the final Listing Statement required by applicable Laws as soon as reasonably practicable following the Series B Transactions and shall use all commercially reasonable efforts to file the final Listing Statement no later than seven (7) Business Days prior to the Completion Deadline.

(b) CWE Newco. Forthwith following the formation of the CWE Newcos, CWE shall cause each CWE Newco to execute an agreement with the Parties hereto pursuant to which the CWE Newcos will agree to take all such actions as are necessary to implement the Transaction.

(c) CWE Shareholder Resolution. CWE shall duly prepare documentation required to approve the matters set out in this Agreement, and in particular to effect CWE Reorganization, and deliver such documentation to CWE Shareholders in accordance with the provisions of applicable Laws, including the execution of applicable share exchange agreements and documents necessary to effect the Amalgamations, by way of voting trust or otherwise.

(d) Listing. Neural shall use all commercially reasonable efforts to maintain the listing of all of the Neural Shares, including those issuable upon exercise of the Neural Convertible Securities, accepted for listing by the CSE.

(e) Preparation of Filings. CWE and Neural shall cooperate in the preparation of any documents and taking of all actions reasonably deemed by CWE or Neural to be necessary to discharge their respective obligations under applicable Laws in connection with the Transaction and all other matters contemplated in the Documents, and in connection therewith:

(i) each of CWE and Neural shall furnish to the other all such information concerning it and its shareholders as may be required to effect the actions described in this Article 2, and

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each covenants that no information furnished by it in connection with such actions or otherwise in connection with the consummation of the Transaction will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used;

(ii) CWE and Neural shall each promptly notify the other if at any time before the Effective Date of Amalgamations B and C it becomes aware that the Listing Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Listing Statement. In any such event, CWE and Neural shall cooperate in the preparation of a supplement or amendment to the Listing Statement, as required and as the case may be, and, if required, shall cause the same to be filed with the applicable Securities Authorities; and

(iii) each of CWE and Neural shall ensure that the Listing Statement complies with all applicable Laws and, without limiting the generality of the foregoing, that the Listing Statement does not contain any untrue statement of a material fact or omit to state a material fact with respect to itself required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made.

(f) Amalgamation Agreement, etc. The Parties hereby acknowledge that the Amalgamation Agreement shall be substantially in the form attached as Schedule “A” to this Agreement. CWE shall use its best efforts to cause former CWE Shareholders representing the CWE Newco A Shareholders to cause CWE Newco A, subject to the terms and conditions of this Agreement and subject to and following the satisfaction or waiver of the conditions herein contained in favour of each Party, to deliver to Neural the duly executed Articles of Amalgamation and related documents, which will be filed by Neural with the Director.

(g) Neural Shares and Procedures.

(i) On the Effective Date of Amalgamation A or the Effective Date of Amalgamations B and C, as applicable: (i) the CWE Newco A Shareholders, CWE Newco B Shareholders and CWE Newco C Shareholders, as applicable, (other than Dissenting Shareholders who are ultimately entitled to be paid fair value for their Dissenting CWE Newco A Shares, CWE Newco B Shares, or CWE Newco C Shares, as applicable) shall be deemed to be the registered holders of the Neural Shares to which they are entitled hereunder; (ii) Neural shall deposit such Neural Shares with the Depositary to satisfy the consideration issuable to such CWE Newco Shareholders; and (iii) certificates formerly representing CWE Newco Shares which are held by such CWE Newco Shareholders shall cease to represent any claim upon Neural or the applicable CWE Newco other than the right of the registered holder to receive the number of Neural Shares to which it is entitled, all in accordance with the provisions of the Amalgamation Agreement.

(ii) As soon as reasonably practicable after the Effective Date of Amalgamation A or the Effective Date of Amalgamations B and C, as applicable, the Depositary will forward to, or hold for pick-up by, each former shareholder of the respective CWE Newco that submitted evidence of entitlement to Neural Shares, together with the certificate (if any) representing the CWE Newco Shares held by such respective CWE Newco Shareholder or such other evidence of ownership of such CWE Newco Shares as is satisfactory to Neural, acting reasonably, the certificates or DRS Statements representing the Neural

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Shares to which such shareholder of the respective CWE Newco is entitled all in accordance with the provisions of the Amalgamation Agreement.

(iii) Neural, as the registered holder of the Neural Subco Shares, shall be deemed to be the registered holder of the Amalco Shares to which it is entitled hereunder and Neural shall be entitled to receive a share certificate representing the number of Amalco Shares to which it is entitled hereunder. Until delivery of such certificate, the share certificate or certificates representing the Neural Subco Shares held by Neural will be evidence of Neural's right to be registered as a shareholder of Amalco. Share certificates evidencing Neurak Subco Shares shall cease to represent any claim upon or interest in the applicable Neural Subco other than the right of the registered holder to receive the number of Amalco Shares to which it is entitled pursuant to the terms thereof and the Amalgamation.

(h) Issuance to Persons Outside Canada

(i) The applicable CWE Newco shall cause each proposed recipient of Neural Shares or Neural Compensation Warrants who is resident outside of Canada to deliver such representations, certifications, undertakings, and legal opinions as may be reasonably requested by Neural or its Canadian legal counsel in order to establish the availability of an exemption from the prospectus requirements of applicable Canadian securities laws and the lawfulness of such issuance in the jurisdiction of residence of such recipient.

2.5 Board of Directors and Senior Officers

Each of the Parties hereby agrees that upon completion of the Transaction and after giving effect to the Neural Director Appointments, and subject to approval by the CSE and former CWE Shareholders representing the shareholders of the CWE Newcos, the board of directors and senior officers of Neural shall consist of the following, provided that at least three board members will be considered "independent" as such term is defined in National Instrument 52-110 - Audit Committees:

Name	Title
Jörn J. Follmer	Chairman of the Board
Ronnie Jaegermann	Chief Executive Officer and Director
John Ross	Chief Financial Officer
Alex Cerveny	Director
Aaron Meckler	Director
Ian Campbell	Director

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of CWE

CWE hereby represents and warrants to Neural, and acknowledges that Neural is relying upon such representations and warranties in connection with the entering into of this Agreement, as follows:

(a) CWE has been duly incorporated and is validly existing under the federal laws of Canada and is current and up-to-date with all filings required to be made by it in such jurisdiction;

(b) CWE has full corporate power, capacity and authority to undertake all steps of the Transaction contemplated in the Documents and to carry out its obligations under this Agreement;

(c) the authorized capital of CWE consists of an unlimited number of CWE Shares, of which, at the date hereof, there are 65,340,211 CWE Shares issued and outstanding;

(d) Neither CWE nor any CWE Subsidiary is a party to and has not granted any agreement, warrant, option or right or privilege capable of becoming an agreement, for the purchase, subscription or issuance of any CWE Shares, securities convertible into or exchangeable for CWE Shares or common shares in each of the CWE Subsidiaries, other than under the terms of the CWE Prior Warrants;

(e) Neither CWE nor any of the CWE Subsidiaries are reporting issuers nor an associate of any reporting issuer (as defined in the Securities Act (Ontario) or the Laws of any other province or territory of Canada) and the CWE Shares do not trade on any exchange;

(f) CWE has all requisite corporate capacity, power and authority, and possesses all material certificates, authority, permits and licences issued by the appropriate state, provincial, municipal or federal regulatory agencies or bodies necessary to conduct the business as now conducted by CWE, and to own its assets (including CWE Subsidiaries), and is in compliance in all material respects with such certificates, authorities, permits or licences. Neither CWE nor any of the CWE Subsidiaries have received any notices of proceedings relating to the revocation or modification of any such certificate, authority, permit or license which, singly or in the aggregate, if the subject of an unfavorable decision, order, finding or ruling, would materially and adversely affect the conduct of the business, operations, financial condition, income or future prospects of CWE or the CWE Subsidiaries;

(g) CWE and the CWE Subsidiaries are the absolute legal and beneficial owner of, and has good and marketable title to, all of the material property or assets thereof free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, other than those reflected or reserved against it in the CWE Financial Statements;

(h) CWE has the corporate power and authority to own and operate the business of each of the CWE Subsidiaries, which have been duly incorporated or organized under the laws of its respective jurisdiction, are validly existing and in good standing (to the extent such concept exists under applicable law), and is duly qualified to carry on business in each jurisdiction in which it carries on business. CWE owns 100% of the issued and outstanding shares of each of the CWE Subsidiaries, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, other than those reflected or reserved against it in the CWE Financial Statements, except in the case of DCI Cannabis Institut GmbH, in which CWE owns 22,400 out of 25,000 shares (representing 89.6%). The representations and warranties set out in this Section 3.1 shall apply mutatis mutandis to each CWE Subsidiary, as applicable;

(i) each of the Documents has been or at the Effective Time will be, duly authorized, executed and delivered by CWE and/or the applicable CWE Newco and constitutes or will constitute a valid and binding obligation of CWE or the applicable CWE Newco enforceable in accordance with its terms (subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally) and no other corporate proceeding on the part of CWE or a CWE Subsidiary, other than the approval of each of Amalgamation A, Amalgamation B, and Amalgamation C by the former CWE Shareholders as the shareholders of the CWE Newcos, is necessary to authorize this Agreement and the transactions contemplated hereby;

(j) the entering into and the performance by CWE of the Transaction contemplated herein: (a) do not require any consent, approval, authorization or order of any court or governmental agency, body

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or Government Authority, except that which may be required under applicable corporate and securities legislation and the policies of the CSE; (b) will not contravene any statute or regulation of any Government Authority which is binding on CWE; and (c) will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the Constating Documents or resolutions of CWE or any mortgage, note, indenture, contract or agreement, instrument, lease or other document to which CWE is a party, or any judgment, decree or order or any term or provision thereof, which breach, conflict or default would have a Material Adverse Effect;

(k) except as disclosed to Neural in writing, there are no legal, regulatory, governmental or similar proceedings pending or, to the knowledge of CWE, contemplated or threatened, to which CWE or any of the CWE Subsidiaries is a party or to which the property of CWE or the CWE Subsidiaries are subject;

(l) the unaudited consolidated financial statements of CWE for the years ended December 31, 2024 and 2023, attached hereto as Schedule "D" (the "CWE Financial Statements") have been prepared in accordance with IFRS, present fairly, in all material respects, the financial position of CWE as at such dates, and do not omit to state any material fact that is required by applicable Laws to be stated or reflected therein or which is necessary to make the statements contained therein not misleading;

(m) except as disclosed in the CWE Financial Statements, there are no plans for retirement, bonus, stock purchase, profit sharing, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation incentive or otherwise contributed to or required to be contributed to, by CWE or the CWE Subsidiaries for the benefit of any current or former director, officer, employee or consultant of CWE or the CWE Subsidiaries;

(n) CWE and the CWE Subsidiaries maintain insurance against loss or damage in respect of their assets, business and operations, with responsible insurers on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses;

(o) except as disclosed to Neural in writing, CWE is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of CWE or the CWE Subsidiaries;

(p) other than as disclosed in the CWE Financial Statements, neither CWE nor any of the CWE Subsidiaries is a party to or bound or affected by any commitments, agreement or document containing any covenant which expressly limits the freedom of CWE or the CWE Subsidiaries to compete in any line of business or with any person, or to transfer or move any of its assets or operations;

(q) CWE and the CWE Subsidiaries, as applicable, own and possess adequate enforceable rights to use all trademarks, patents, copyrights and trade secrets used or proposed to be used in the conduct of the business thereof and, to the best of CWE's knowledge, after due inquiry, neither CWE nor any CWE Subsidiary is infringing upon the rights of any other person with respect to any such trademarks, patents, copyrights or trade secrets and no person has infringed any such trademark, patents, copyrights or trade secrets;

(r) there are no material liabilities of CWE or the CWE Subsidiaries, whether direct, indirect, absolute, contingent or otherwise which are not disclosed or reflected in the CWE Financial Statements except for those incurred in the ordinary course of business as of the date thereof;

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(s) all taxes (including income taxes, capital tax, payroll taxes, employer health taxes, workers' compensation payments, property taxes, sales, use, goods and services taxes, value-added taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, "Taxes") due and payable by CWE and the CWE Subsidiaries have been paid or provision made therefor in the CWE Financial Statements except where the failure to pay such Taxes would not result in a Material Adverse Effect for CWE or the CWE Subsidiaries. All tax returns, declarations, remittances and filings required to be filed by CWE and the CWE Subsidiaries have been filed with all appropriate Government Authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading. To the knowledge of CWE, no examination of any tax return of CWE or the CWE Subsidiaries is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any Taxes that have been paid, or may be payable, by CWE or the CWE Subsidiaries. There are no agreements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to CWE or the CWE Subsidiaries;

(t) each of CWE and the CWE Subsidiaries have conducted and is conducting its business in compliance in all material respects with all applicable Laws of each jurisdiction in which it carries on business and with all Laws material to its operation, and neither CWE nor any CWE Subsidiary has received any notice of the revocation or cancellation of, or any intention to revoke or cancel, any of the licences, leases or other instruments conferring rights to CWE or the CWE Subsidiaries for the conduct of their businesses;

(u) to the knowledge of CWE, any and all material agreements pursuant to which CWE and the CWE Subsidiaries hold all of their material assets are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms, CWE and the CWE Subsidiaries are not in default of any of the material provisions of any such agreements including, without limitation, failure to fulfil any payment or work obligation thereunder nor has any such default been alleged, CWE is not aware of any material disputes with respect thereto and such assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, all leases, licences and concessions pursuant to which CWE and the CWE Subsidiaries derive their interests in such material assets are in good standing and there has been no material default under any such leases, licences and concessions and all real or other property taxes required to be paid with respect to such assets to the date hereof have been paid;

(v) to the knowledge of CWE, after due inquiry, all the properties in which CWE and the CWE Subsidiaries have any freehold, leasehold, licence or other interest are free and clear of any hazardous or toxic material, pollution, or other adverse environmental conditions which may give rise to any and all claims, actions, causes of action, damages, losses, liabilities, obligations, penalties, judgments, amounts paid in settlement, assessments, costs, disbursement or expenses (including, without limitation, attorneys' fees and costs, experts' fees and costs, and consultant's fees and costs) of any kind or of any nature whatsoever that may be asserted against CWE or the CWE Subsidiaries, alleging liability (including, without limitation, liability for studies, testing or investigatory costs, cleanup costs, response costs, removal costs, remediation costs, contaminant costs, restoration costs, corrective action costs, closure costs, reclamation costs, natural resource damages, property damages, business losses, personal injuries, penalties or fines) arising out of, based on or resulting from (i) the presence, release, threatened release, discharge or emission into the environment of any hazardous materials or substances existing or arising on, beneath or above properties and/or emanating or migrating and/or threatening to emanate or migrate from such properties to off-site properties; (ii) physical disturbance of the environment; and (iii) the violation or alleged violation of all applicable Laws aimed at reclamation or restoration of such properties; abatement of pollution; protection of the environment, protection of wildlife, including endangered species; ensuring public safety from environmental hazards; protection of cultural and

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historic resources; management, storage or control of hazardous materials and substances; releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances as wastes into the environment, including without limitation, ambient air, surface water and groundwater; and all other applicable Laws relating to the manufacturing, processing, distribution, use, treatment, storage, disposal, handling or transport of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes (collectively, “Environmental Laws”); and to the knowledge of CWE, after due inquiry, all environmental approvals required pursuant to Environmental Laws with respect to activities carried out on any part of the lands covered by such properties, have been obtained, are valid and in full force and effect and have been complied with; and there are no proceedings commenced or threatened to revoke or amend any such environmental approvals;

(w) except as disclosed in the CWE Financial Statements, neither CWE nor any of the CWE Subsidiaries have any loan or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any person not dealing at “arm’s length” (as such term is defined in the Income Tax Act (Canada)) and has not engaged in any transaction with any person not dealing at arm’s length;

(x) to the knowledge of CWE, there are no outstanding labour disputes (whether filed or lodged with CWE or CWE Subsidiaries, or any other person or organization), pending labour disruptions or pending unionization with respect to CWE or CWE Subsidiaries;

(y) neither CWE nor any of the CWE Subsidiaries are bound by, or a party to, any collective bargaining agreement;

(z) there is not, in the Constating Documents or in any agreement, mortgage, note, debenture, indenture or other instrument or document to which CWE or any of the CWE Subsidiaries are a party, any restriction upon or impediment to the declaration or payment of dividends by the directors of CWE or the payment of dividends by CWE or any of the CWE Subsidiaries to the holders of their securities;

(aa) except as disclosed in the CWE Financial Statements, neither CWE nor any of the CWE Subsidiaries are a party to any loan, bond, debenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money (“Debt Instrument”) or any agreement contract or commitment to create, assume or issue any Debt Instrument;

(bb) Neither CWE nor any of the CWE Subsidiaries are a party to any agreement, and CWE is not aware of any agreement, which in any manner affects the voting control of any of the CWE Shares or other securities of CWE or any of the CWE Subsidiaries;

(cc) no representation, warranty or statement of CWE in the Documents contains or will contain at the Effective Time any untrue statement of a material fact or omits or will omit to state any material fact necessary to make the statements contained herein or therein, in light of the circumstances under which made, not misleading;

(dd) the corporate records and minute books of CWE and all of the CWE Subsidiaries contain, in all material respects, complete and accurate minutes of all meetings of the directors and shareholders since their respective dates of incorporation, together with the full text of all resolutions of directors and shareholders passed in lieu of such meetings, duly signed;

(ee) except as disclosed to Neural in writing and as will be disclosed in the Listing Statement, neither CWE nor the CWE Subsidiaries have entered into any material contracts as of the date hereof;

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(ff) CWE and all its subsidiaries are compliant in all material respects with the applicable regulations and Laws impacting their operations, including, but not limited to Betäubungsmittelgesetz, ("BtMG"), primary statute regulating controlled substances in the Federal Republic of Germany; applicable regulations of, Bundesinstitut für Arzneimittel und Medizinprodukte ("BfArM"), German Federal Institute for Drugs and Medical Devices; applicable regulations of Bundesamt für Verbraucherschutz und Lebensmittelsicherheit ("BVL"), German Federal Agency for Consumer Protection and Food Safety; and

(gg) the issuance of Neural Shares or Neural Compensation Warrants to Persons resident outside of Canada shall be effected only in compliance with the applicable securities laws of such foreign jurisdictions and CWE shall be solely responsible for identifying and ensuring the availability of any exemptions from registration or prospectus qualification requirements under such foreign securities laws for each proposed issuance of securities by Neural in connection with the transactions contemplated herein. Neural shall not be required to take any action, or incur any liability, cost or obligation, to qualify or register the issuance of any securities under the securities laws of any foreign jurisdiction, nor shall Neural be required to issue any securities to any Person in a foreign jurisdiction unless and until CWE provides, to the satisfaction of Neural and its counsel, evidence that an exemption from applicable registration or prospectus requirements is available and all necessary steps have been taken to comply with such laws.

3.2 Representations and Warranties of Neural

Neural hereby represents and warrants to CWE, and acknowledges that CWE is relying upon these representations and warranties in connection with the entering into of this Agreement, as follows:

(a) Neural has been duly incorporated and is validly existing under the laws of the Province of Ontario and is current and up-to-date with all filings required to be made by it in such jurisdiction;

(b) Neural has full corporate power, capacity and authority to undertake all steps of the Transaction contemplated in the Documents and to carry out its obligations under this Agreement;

(c) the authorized capital of Neural consists of an unlimited number of Neural Shares of which 88,700,524 Neural Shares are currently issued and outstanding. Neural has 31,203,435 Neural Warrants, 725,000 Neural Options and 2,720,000 Neural RSUs issued and outstanding. Neural has no other securities outstanding nor is it a party to or has granted any agreement, warrant, option or right or privilege capable of becoming an agreement, for the purchase, subscription or issuance of any Neural Shares or securities convertible into or exchangeable for Neural Shares;

(d) on the Effective Date of Amalgamation A or the Effective Date of Amalgamations B and C, as applicable, the Neural Shares issued pursuant to the Amalgamation will be duly and validly issued and outstanding as fully paid and non-assessable and the Neural Convertible Securities issued pursuant to the Amalgamation will be duly and validly created and issued;

(e) since January 31, 2025, being the date of the last Neural Financial Statements, Neural has not entered into any contract in respect of its business or assets, other than in the ordinary course of business, and has continued to carry on its business and maintain its assets in the ordinary course of business, with the exception of reasonable costs incurred in connection with completing its CSE listing and the Transaction, and without limitation but subject to the above exceptions, has maintained payables and other liabilities at levels consistent with past practice, not engaged or committed to engage in any extraordinary material transactions and has not made or committed to make distributions, dividends or special bonuses;

(f) Neural is a reporting issuer, or the equivalent thereof, in the provinces of Ontario, Quebec, British Columbia and Alberta (collectively, the "Reporting Jurisdictions") and is not currently in default

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of any requirement of the applicable laws of each of the Reporting Jurisdictions and other regulatory instruments of the securities authorities in such provinces, and no order ceasing, halting or suspending trading in securities of Neural or prohibiting the distribution of such securities has been issued to and is outstanding against Neural and no investigations or proceedings for such purposes are, to the knowledge of Neural, pending or threatened;

(g) other than overdue past annual general meetings of Neural Shareholders for the fiscal years ended July 31, 2023 and 2024, Neural is in compliance in all material respects with all its disclosure obligations under applicable Laws and all documents filed by Neural pursuant to such obligations are in compliance in all material respects with applicable Laws and, other than in respect of documents that have been amended or refiled did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(h) other than Kruzo LLC and Neural Therapeutics LLC, each of which is a wholly owned subsidiary of Neural, and Alex Storcheus¹, Neural has no associates (as defined in the Securities Act (Ontario) and is not a partner, co-tenant, joint venturer or otherwise a participant in any partnership, joint venture, co-tenancy or other similarly joint owned business;

(i) Neural has all requisite corporate capacity, power and authority, and possesses all material certificates, authority, permits and licences issued by the appropriate state, provincial, municipal or federal regulatory agencies or bodies necessary to conduct the business as now conducted by it and to own its assets and is in compliance in all material respects with such certificates, authorities, permits or licences. Neural has not received any notice of proceedings relating to the revocation or modification of any such certificate, authority, permit or licence which, singly or in the aggregate, if the subject of an unfavourable decision, order, finding or ruling, would materially and adversely affect the conduct of the business, operations, financial condition, income or future prospects of Neural;

(j) each of the Documents has been, or at the Effective Time will be, duly authorized, executed and delivered by Neural and constitutes or will constitute a valid and binding obligation of Neural enforceable in accordance with its terms (subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally) and other than as contemplated herein, no other corporate proceeding on the part of Neural is necessary to authorize this Agreement and the transactions contemplated hereby;

(k) the entering into and the performance by Neural, Neural Subco A, Neural Subco B, and Neural Subco C of the transactions contemplated in the Documents:

(i) do not require any consent, approval, authorization or order of any court or governmental agency or body, except that which may be required under applicable corporate and securities legislation and the policies of the CSE and the approval of Neural Shareholders;

(ii) will not contravene any statute or regulation of any governmental authority which is binding on Neural or Neural Subco A, Neural Subco B, and Neural Subco C where such contravention would have a Material Adverse Effect; and

¹ As of the date hereof, Alex Storcheus, director of Neural is an indirect beneficial owner of and exercises control or direction over, of approximately 14.33% of the issued and outstanding Neural Shares.

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(iii) will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the Constating Documents or resolutions of Neural, Neural Subco A, Neural Subco B, or Neural Subco C or any mortgage, note, indenture, contract or agreement, instrument, lease or other document to which Neural, Neural Subco A, Neural Subco B, or Neural Subco C is or will be a party, or any judgment, decree or order or any term or provision thereof, which breach, conflict or default would have a Material Adverse Effect;

(l) there are no legal or governmental proceedings pending or, to the knowledge of Neural, contemplated or threatened, to which Neural is a party or to which the property of Neural is subject;

(m) the audited annual financial statements of Neural for the years ended July 31, 2024 and 2023 and the notes thereto and, the unaudited interim financial statements of Neural for the period ended January 31, 2025 and the notes thereto (collectively, the “Neural Financial Statements”), in each case, have been prepared in accordance with IFRS, present fairly, in all material respects, the financial position of Neural as at such dates, and do not omit to state any material fact that is required by IFRS or by applicable law to be stated or reflected therein or which is necessary to make the statements contained therein not misleading;

(n) Neural has no outstanding material liability, whether direct, indirect, absolute or contingent or otherwise, which is not reflected in the Neural Financial Statements and Neural Listing Statement;

(o) Neural has not entered into any material contract as of the date hereof, other than disclosed in the Neural Listing Statement;

(p) except for the related party transactions disclosed in the Neural Financial Statements and Neural Listing Statement, Neural has not engaged in any material transaction with any non-arm’s length person;

(q) all Taxes due and payable by Neural have been paid or provision made therefor in the Neural Financial Statements except for where the failure to pay such taxes would not result in a Material Adverse Effect for Neural. All tax returns, declarations, remittances and filings required to be filed by Neural have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading. To the knowledge of Neural, no examination of any tax return of Neural is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any Taxes that have been paid, or may be payable, by Neural. There are no agreements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to Neural;

(r) Neural has conducted and is conducting its business in compliance in all material respects with all applicable Laws of each jurisdiction in which it carries on business and with all Laws material to its operation and Neural has not received any notice of the revocation or cancellation of, or any intention to revoke or cancel, any concessions, licences, leases or other instruments conferring rights to Neural;

(s) Neural is not bound by or a party to any employment contracts. No current or former director, officer, shareholder, employee or independent contractor of Neural or any person not dealing at arm’s length within the meaning of the Income Tax Act (Canada) with any such person is indebted to Neural;

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(t) since the date of its incorporation, Neural has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on Neural Shares or securities of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any Neural Shares or securities or agreed to do any of the foregoing;

(u) there is not, in the Constating Documents or in any agreement, mortgage, note, debenture, indenture or other instrument or document to which Neural is a party any restriction upon or impediment to, the declaration or payment of dividends by the Neural Board or the payment of dividends by Neural to the holders of its securities;

(v) Neural is not a party to any Debt Instrument or any agreement, contract or commitment to create, assume or issue any Debt Instrument;

(w) Neural is not a party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of Neural to compete in any line of business, or to transfer or move any of its assets or operations or which materially or adversely affects the business practices, operations or condition of Neural or which would prohibit or restrict Neural from entering into and completing the Transaction;

(x) Neural is not a party to any agreement nor is Neural aware of any agreement, which in any manner affects the voting control of any of the securities of Neural;

(y) Neural is not aware of any pending or contemplated change to any applicable Law or governmental position that would materially adversely affect the business of Neural;

(z) the corporate records and minute books of Neural contain, in all material respects, complete and accurate minutes of all meetings of the directors and shareholders since its date of incorporation, together with the full text of all resolutions of directors and shareholders passed in lieu of such meetings, duly signed;

(aa) no representation, warranty or statement of Neural a Neural Subco in the Documents contains or will contain at the Effective Time any untrue statement of a material fact or omits or will omit to state any material fact necessary to make the statements contained herein or therein, in light of the circumstances under which made, not misleading; and

(bb) other than directors and officers' liability insurance from the Insurance Company of Prince Edward Island which became effective on March 13, 2025, Neural does not maintain any insurance.

3.3 Survival

For greater certainty, the representations and warranties of each of CWE and Neural contained herein shall survive the execution and delivery of this Agreement and shall terminate and be extinguished on the earlier of the termination of this Agreement in accordance with its terms and the Effective Time.

ARTICLE 4

CONDUCT OF BUSINESS

4.1 Conduct of Business by the Parties

Except as required by Law or is otherwise expressly permitted or specifically contemplated by this Agreement, each of the Parties covenants and agrees that, during the period from the date of this Agreement until the earlier of either the Effective Time or the time that this Agreement is terminated by its terms, unless each of the other Parties shall otherwise agree in writing:

(a) it shall, and shall cause its Subsidiaries to conduct business in, and not take any action except in, the usual and ordinary course of business, with the exception of reasonable costs incurred in connection with the Transaction, and it shall and shall cause its Subsidiaries to use all commercially reasonable efforts to maintain and preserve its business organization, assets, employees and advantageous business relationships and it shall not, and shall cause its Subsidiaries to not, without the prior written consent of the other Parties, enter into any contract in respect of its business or assets, other than in the ordinary course of business, and without limitation but subject to the foregoing, shall maintain payables and other liabilities at levels consistent with past practice, shall not engage or commit to engage in any extraordinary material transactions and shall not make or commit to make distributions, dividends or special bonuses, without the prior written consent of the other Parties; and

(b) other than as contemplated by this Agreement, it shall not directly or indirectly do or permit to occur any of the following:

(i) amend its Constating Documents;

(ii) declare, set aside or pay any dividend or other distribution or payment (whether in cash, shares or property) in respect of its shares owned by any Person other than inter-corporate loans and advances;

(iii) issue, grant, sell or pledge or agree to issue, grant, sell or pledge any shares, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire shares other than in connection with the exercise of the Neural Warrants, Neural RSUs, Neural Options or the CWE Prior Warrants,

(iv) redeem, purchase or otherwise acquire any of its outstanding shares or other securities including, without limitation, under an issuer bid;

(v) split, combine or reclassify any of its shares;

(vi) adopt a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or reorganization of itself or any of its Subsidiaries; or

(vii) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing, except as permitted above.

ARTICLE 5

COVENANTS

5.1 Representations and Warranties

(a) CWE covenants and agrees that from the date hereof until the termination of this Agreement it shall not take any action, or fail to take any action, which would or may reasonably be expected to result in the representations and warranties set out in section 3.1 being untrue in any material respect.

(b) Neural covenants and agrees that, from the date hereof until the termination of this Agreement it shall not take any action, or fail to take any action, which would or may reasonably be expected to result in the representations and warranties set out in section 3.2 being untrue in any material respect.

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5.2 Notice of Material Change

(a) From the date hereof until the termination of this Agreement, each Party shall promptly notify the other Party in writing of:

(i) any material change (actual, anticipated, contemplated or, to the knowledge of such Party or any of its Subsidiaries, threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of such Party and its Subsidiaries, taken as whole;

(ii) any change in the facts relating to any representation or warranty set out in sections 3.1 or 3.2 hereof, as applicable, which change is or may be of such a nature as to render any such representation or warranty misleading or untrue in a material respect; or

(iii) any material fact which arises and which would have been required to be stated herein had the fact arisen on or prior to the date of this Agreement.

(b) Each of the Parties shall in good faith discuss with the other any change in circumstances (actual, anticipated, contemplated or, to its knowledge of its or any of its Subsidiaries, threatened, financial or otherwise) which is of such a nature that there may be a reasonable question as to whether notice need to be given to the other pursuant to this section.

5.3 Non-Solicitation

Following the receipt of Series B Exercise Notice by CWE, none of the Parties shall solicit any offers to purchase its shares or assets and neither of Neural nor CWE will initiate or encourage any discussions or negotiations with any third party with respect to such a transaction or amalgamation, merger, take-over, plan of arrangement or similar transaction during the period commencing on the date hereof and ending on the termination of this Agreement. The Parties shall immediately cease and cause to be terminated any existing discussions or negotiations with any third party related to any of the foregoing. In the event any of the Parties is approached in respect of any such transaction, it shall immediately notify the other. For greater certainty, nothing in this section shall obligate Neural to consummate any part of the Transaction unless and until the Series A Option or Series B Option, as applicable, has been validly exercised.

5.4 Other Covenants following Receipt of the Series B Exercise Notice

Each of the Parties covenants and agrees that following the delivery of the Series B Exercise Notice by Neural to CWE it shall:

(a) use all commercially reasonable efforts to consummate the Series B Transactions and all matters that shall be described in the Listing Statement, subject only to the terms and conditions hereof and thereof;

(b) use all commercially reasonable efforts to obtain all appropriate Regulatory Approvals, including without limitation approval of the CSE with respect to this Agreement and continued listing of the Neural Shares following the Closing Date;

(c) not, other than in connection with the Transaction or as otherwise contemplated herein, split, consolidate or reclassify any of its outstanding securities, nor declare, set aside or pay any dividends on or make any other distributions on or in respect of its outstanding securities; and

(d) not, other than in connection with the Transaction, reorganize, amalgamate or merge with any other person, nor acquire by amalgamating, merging or consolidating with, purchasing a majority of the voting securities or substantially all of the assets of or otherwise, any business or Person

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which acquisition or other transaction would reasonably be expected to prevent or materially delay the Transaction contemplated hereby.

ARTICLE 6

MUTUAL COVENANTS

6.1 Other Filings

The Parties shall, as promptly as practicable hereafter, prepare and file all filings required under any securities Laws, the policies of the CSE or any other applicable Laws relating to the Transaction contemplated hereby.

6.2 Additional Agreements

Subject to the terms and conditions of this Agreement and subject to fiduciary obligations under applicable Laws, each of the Parties hereto agrees to use all commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the Transaction contemplated by this Agreement and to cooperate with each other in connection with the foregoing, including using commercially reasonable efforts:

(a) to obtain all necessary waivers, consents and approvals from other Parties to material agreements, leases and other contracts or agreements;

(b) to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the Transaction contemplated hereby;

(c) to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the Transaction contemplated hereby;

(d) to effect all necessary registrations and other filings and submissions of information requested by the CSE;

(e) conduct its business in the ordinary course consistent with past practice, and use commercially reasonable efforts to preserve intact its business organization and relationships with third parties and employees;

(f) to afford to the other Party and its representatives reasonable access to its books, records, personnel, legal and financial advisors, and such other information as the other Party may reasonably request in connection with the transactions contemplated herein, provided such access does not interfere with ongoing operations and subject to customary confidentiality undertakings;

(g) to effect all necessary registrations and other filings and submissions of information requested by Governmental Authorities; and

(h) to fulfill all conditions and satisfy all provisions of this Agreement.

For purposes of the foregoing, the obligation to use “commercially reasonable efforts” to obtain waivers, consents and approvals to loan agreements, leases and other contracts shall not include any obligation to agree to a materially adverse modification of the terms of such documents or to prepay or incur additional material obligations to such other Parties.

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ARTICLE 7 CONDITIONS AND CLOSING MATTERS

7.1 Mutual Conditions Precedent to the Exercise of Series A Option

The obligation of Neural to exercise the Series A Option and proceed with Amalgamation A is subject to the satisfaction or waiver, on or before the date on which the Series A Exercise Notice is delivered, of the following conditions, each of which may be waived in writing by both Parties, in whole or in part, to the extent permitted by applicable Law. These conditions are intended to ensure that both Neural and CWE are in a position to complete the initial stage of the Transaction on a mutually acceptable basis.

(a) this Agreement shall not have been terminated pursuant to Article 8;

(b) the Amalgamation A Agreement shall have been duly authorized, executed and delivered by all applicable parties, shall remain in full force and effect, and shall not have been amended, terminated or rescinded, except as permitted under this Agreement or with the mutual written consent of Neural and CWE;

(c) all Regulatory Approvals and corporate approvals shall have been obtained, including without limitation a confirmation of no objection from the CSE to proceed with Amalgamation A;

(d) neither Party shall have entered into any transaction or contract which would have a material effect on the financial and operational condition, or the assets of such Party, excluding those transactions or contracts undertaken in the ordinary course of business, without first discussing and obtaining the approval of the other Party;

(e) the CWE Reorganization shall have been completed in accordance with the terms of this Agreement and applicable Law, and no CWE Shareholders shall have exercised dissent rights in connection therewith pursuant to applicable corporate Law. CWE shall have delivered to Neural and its legal counsel executed copies of all resolutions, agreements, certificates, and other documentation evidencing the completion of the CWE Reorganization, in form and substance satisfactory to Neural, acting reasonably;

(f) no injunction, order or decree shall have been issued and remain in force, and no action or proceeding shall be pending or threatened by any Government Authority that would make the completion of Amalgamation A unlawful or otherwise enjoin or prohibit the consummation of the transaction;

(g) the transactions contemplated herein, including Amalgamations A, B and C, are intended to be carried out pursuant to statutory procedures under applicable corporate law and are steps in furtherance of a reorganization and amalgamation, and therefore exempt from the formal takeover bid requirements under National Instrument 62-104 – Take-Over Bids and Issuer Bids; and

(h) no Law shall have been enacted, entered, enforced or deemed applicable by any Government Authority that prohibits or makes illegal the consummation of the Amalgamation A.

7.2 Conditions Precedent to Closing of Amalgamation A in Favour of Neural

The obligations of Neural to complete Amalgamation A contemplated by this Agreement shall also be subject to the satisfaction, on or before the Effective Date of Amalgamation A, of each of the following conditions precedent (each of which is for the exclusive benefit of Neural and may be waived by Neural and any one or more of which, if not satisfied or waived, will relieve Neural of any obligation under this Agreement to complete Amalgamation A):

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(a) the representations and warranties of CWE and the CWE Subsidiaries contained in this Agreement shall be true and correct in all material respects (or, where qualified by materiality, true and correct in all respects) as of the Effective Date of Amalgamation A as though made on and as of such date;

(b) CWE and CWE Newco A shall have performed or complied in all material respects with all covenants, agreements and obligations required by this Agreement to be performed or complied with by them prior to or on the Effective Date of Amalgamation A;

(c) no Material Adverse Effect shall have occurred in respect of CWE or the CWE Subsidiaries since the date of this Agreement;

(d) Neural shall have received from CWE the deliverables required under this Agreement, including:

(i) certified resolutions of the board and shareholders of CWE and CWE Newco A approving the Amalgamation A;

(ii) officer’s certificates in form and substance satisfactory to Neural, acting reasonably, confirming satisfaction of the conditions in this Section;

(iii) executed versions of the Amalgamation Agreement A and related filings for submission to the Ontario Business Registry;

(e) all consents, approvals and authorizations of any Governmental Authority or third party required in connection with the transactions contemplated by this Agreement, including Amalgamation A, shall have been obtained, on terms satisfactory to Neural, acting reasonably;

(f) CWE shall have delivered to Neural an undertaking in the form attached as Schedule "F" (the "Financial Statement Undertaking") executed by a duly authorized officer of CWE. Such undertaking shall commit CWE to deliver the following financial information ("Financial Information"):

(i) within sixty (60) days of the Effective Date of Amalgamation A:

(A) audited consolidated financial statements of CWE for the fiscal years ended December 31, 2024 and December 31, 2023, prepared in accordance with IFRS and audited by the CWE Auditor;

(B) unaudited consolidated interim financial statements for the three-month period ended March 31, 2025;

(ii) no later than September 30, 2025, reviewed consolidated financial statements for CWE covering the period from January 1, 2025 to July 31, 2025, reviewed by the CWE Auditor;

(iii) promptly upon request by Neural or the Neural Auditor, but no later than September 30, 2025, information supporting the fair value of net assets acquired on the Effective Date of Amalgamation A, including a consolidated balance sheet, detailed supporting schedules and documents, and assist Neural with preparing an internal valuation memorandum outlining the basis of fair value determinations; and

(iv) starting with July 31, 2025, within thirty (30) days following the end of each calendar quarter of Neural until the completion of the Series B Transactions, unaudited consolidated financial statements of CWE and such supplemental financial and operational information as may reasonably be required by Neural to enable the

preparation of its own interim financial statements in accordance with IFRS and applicable securities laws.

7.3 Conditions Precedent to Closing of Amalgamation A in Favour of CWE

The obligations of CWE to complete Amalgamation A contemplated by this Agreement shall also be subject to the satisfaction, on or before the Effective Date of Amalgamation A, of each of the following conditions precedent (each of which is for the exclusive benefit of CWE and may be waived by CWE and any one or more of which, if not satisfied or waived, will relieve CWE of any obligation under this Agreement):

(a) Neural shall have delivered to CWE a certified copy of a resolution of the Neural Board, or minutes of a duly convened board meeting, confirming that it has exercised the Series A Option and that all conditions precedent to Amalgamation A have been satisfied or waived to the satisfaction of the Neural Board;

(b) Neural shall have performed and complied in all material respects with all of the covenants and obligations required to be performed by it under this Agreement on or before the Effective Date of Amalgamation A.

(c) the representations and warranties of Neural contained in this Agreement shall be true and correct in all material respects (or, where qualified by materiality, true and correct in all respects) as of the Effective Date of Amalgamation A as though made on and as of such date;

(d) Neural and Neural Subco A shall have performed or complied in all material respects with all covenants, agreements and obligations required by this Agreement to be performed or complied with by them prior to or on the Effective Date of Amalgamation A;

(e) no Material Adverse Effect shall have occurred in respect of Neural since the date of this Agreement;

(f) all consents, approvals and authorizations of any Government Authority or third party required in connection with the transactions contemplated by this Agreement, including Amalgamation A, shall have been obtained, on terms satisfactory to CWE, acting reasonably;

(g) the number of Neural Shares issued pursuant to Amalgamation A:

(i) shall not exceed 100% of the number of securities Neural has outstanding immediately prior the Effective Date of Amalgamation A;

(ii) shall not result in the former CWE Newco A shareholders who receive Neural Shares as a result of Amalgamation A holding greater than 50% of the voting securities of Neural; and

(iii) shall not otherwise result in a change in voting control of Neural, including without limitation the creation of a new Control Person (as such term is defined in CSE Policies) or result in any person who became a shareholder of Neural as a result of Amalgamation A materially affecting control of Neural; and

(h) the Neural Shares issued in connection with the Amalgamation A shall be issued in accordance with applicable exemption available under NI 45-106 and will not be subject to a "restricted period" within the meaning of section 2.5 of NI 45-102 or any restrictions on resale imposed by the CSE, and will not contain any restrictive legends.

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7.4 Mutual Conditions Precedent to Completion of Series B Transactions

The respective obligations of the Parties hereto to complete the Transaction contemplated by this Agreement shall be subject to the satisfaction, on or before the Effective Date of Amalgamations B, C and D, are subject to the satisfaction or waiver of the following conditions, each of which may be waived in writing by the mutual consent of both Parties, in whole or in part, to the extent permitted by applicable Law. For greater certainty, nothing in this Section 7.4 or elsewhere in this Agreement shall impose any obligation on Neural to proceed with the Series B Transactions unless and until it has delivered the Series B Option Exercise Notice in accordance with the terms of this Agreement. These conditions are intended to ensure that the Parties are able to proceed with the final step of the Transaction in accordance with the terms of this Agreement:

(a) Neural, upon completion of the Series B Transactions, will meet the minimum original listing requirements of the CSE and the CSE shall have conditionally approved the listing of the Neural Shares on the CSE, subject to completion of the Transaction and completion of the customary listing requirements of the CSE;

(b) Amalgamation A and the related transactions comprising the Series A Transaction shall have been completed in accordance with the terms of this Agreement and all ancillary documents thereto, and no material default or breach shall have occurred under such agreements that remains uncured;

(d) the Amalgamation B Agreement, Amalgamation C Agreement and Amalgamation D Agreement shall have been duly authorized, executed and delivered by all applicable parties, shall remain in full force and effect, and shall not have been amended, terminated or rescinded, except as permitted under this Agreement or with the mutual written consent of Neural and CWE;

(e) all required Regulatory Approvals and third-party consents, waivers, permits and approvals necessary in connection with the Series B Transactions (including receipt of conditional approval from the CSE and filing of Form 2A Listing Statement to the satisfaction of the CSE) shall have been obtained and shall remain in full force and effect, and all statutory and regulatory requirements shall have been complied with in all material respects;

(f) neither Party shall have entered into any transaction or contract which would have a material adverse effect on the financial and operational condition, or the assets of such Party, excluding those transactions or contracts undertaken in the ordinary course of business, without first discussing and obtaining the approval of the other Party;

(g) no injunction, order or decree shall have been issued and remain in force, and no action or proceeding shall be pending or threatened by any Government Authority that would make the completion of Series B Transactions unlawful or otherwise enjoin or prohibit the consummation of the transactions;

(h) since the Effective Date of Amalgamation A, no Material Adverse Change shall have occurred with respect to either Neural or CWE that has not been disclosed to and accepted in writing by the other Party;

(i) the final forms of the Amalgamation B Agreement, Amalgamation C Agreement, and Amalgamation D Agreement, and any ancillary agreements thereto shall have been agreed to and approved by the Parties, in form and substance satisfactory to each Party, acting reasonably;

(j) no Law shall have been enacted, entered, enforced or deemed applicable by any Government Authority that prohibits or makes illegal the consummation of Amalgamations B, C and D; and

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(k) the Effective Date of Amalgamations B, C and D shall occur no later than Completion Deadline; and (l) no shareholders shall have dissented in connection with the resolutions authorizing the Amalgamations.

If any of the above conditions shall not have been complied with or waived by the Parties on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then a Party may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by the Party terminating the Agreement. In the event that the failure to satisfy any one or more of the above conditions precedent results from a material default by a Party of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, such defaulting Party shall not rely on such failure (to satisfy one or more of the above conditions) as a basis for its own non-compliance with its obligations under this Agreement.

7.5 Additional Conditions Precedent to the Obligations of CWE to Completion of Series B Transactions

The obligations of CWE to complete the Transaction contemplated by this Agreement shall also be subject to the satisfaction, on or before the Effective Date of Amalgamations B and C, of each of the following conditions precedent (each of which is for the exclusive benefit of CWE and may be waived by CWE and any one or more of which, if not satisfied or waived, will relieve CWE of any obligation under this Agreement). For greater certainty, nothing in this Section 7.5 or elsewhere in this Agreement shall impose any obligation on Neural to proceed with the Series B Transactions unless and until it has delivered the Series B Option Exercise Notice in accordance with the terms of this Agreement.:

(a) on or prior to the Effective Date of Amalgamations B and C, and effective upon completion of each of Amalgamation B and Amalgamation C, each of the directors and officers of Neural (other than Ian Campbell) shall have tendered their resignations and provided mutual releases in a form acceptable to CWE, and the Neural Board, subject to the approval of the CSE, shall have been reconstituted, and the officers shall have been appointed, as set forth in section 2.5; (b) Neural shall not have breached, or failed to comply with, in any material respect, any of its covenants or other obligations under this Agreement, and all representations and warranties of Neural contained in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall not have ceased to be true and correct in any material respect thereafter (provided, however, that if Neural has been given written notice by CWE specifying in reasonable detail any such misrepresentation, breach or non-performance, Neural shall have three days to cure such misrepresentation, breach or non-performance), and the Chief Executive Officer of Neural or another officer satisfactory to CWE shall so certify immediately prior to the Effective Date of Amalgamations B and C; (c) on the Effective Date of Amalgamations B and C, Neural shall have working capital of not less than $100,000; (d) the Neural Board, and the Neural Subco boards of directors as necessary, shall have adopted all necessary resolutions and all other necessary corporate actions shall have been taken by Neural and the Neural Subcos to permit the consummation of the Transaction and the transactions contemplated therewith; (e) CWE shall have received from counsel to Neural favourable legal opinions concerning such matters with respect to the Transaction as are customary in similar transactions and as CWE and its counsel may reasonably request;

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(f) prior to the Effective Date of Amalgamations B and C, Neural shall obtain approval for Amalgamations B and C by Neural Shareholders by way of written consent or by holding a shareholder meeting as required in accordance with Constating Documents of Neural, and applicable rules and regulations, for each of Amalgamation B and Amalgamation C if required pursuant to the policies of the CSE;

(g) Neural shall have delivered to CWE a signed resolution of its the Neural Board or minutes of a duly convened meeting evidencing the Neural Board's election to exercise the Series B Option and confirming that the conditions precedent to the Series B Transactions have been satisfied or waived to the satisfaction of the Neural Board;

(h) the financial statements of Neural with respect to the financial quarter immediately preceding the Effective Date of the Series B Transactions shall be delivered to CWE within 45 days of the Effective Date of the Series B Transactions in order to complete regulatory filings in connection with the Series B Transactions, as applicable;

(i) Neural shall have arranged, on or immediately following completion of Amalgamation C, for the issuance and delivery of 8,089,321 Neural Shares (on a pre-consolidation basis) from existing shareholders of Neural to the former shareholders of CWE Newco C, on a pro rata basis in accordance with their respective holdings. CWE acknowledges that such Neural Shares may be subject to transfer restrictions under NP 46-201 and the applicable recipients must be eligible to receive such shares in accordance with NP 46-201 and shall have executed all necessary documentation to become parties to the Escrow Agreement to be entered into in connection with the Series B Transactions. For greater certainty, shareholders of CWE Newco C will not be receiving greater consideration than the shareholders of CWE Newco A and CWE Newco B as the Neural Shares to be transferred to the shareholders of CWE Newco C are being transferred pursuant to a business arrangement between the Parties, aimed at equalizing the total aggregate consideration received by former CWE Shareholders in connection with the Transaction, regardless of the step in the Transaction;

(j) there shall be no law, regulation, rule, judgment, decree, order or injunction in effect restraining or enjoining, or which could reasonably be expected to prohibit or render unlawful, the issuance of Neural Shares or Neural Compensation Warrants as contemplated by the Series B Transactions;

(k) Neural shall have received conditional approval from the CSE for the issuance of all Neural Shares and Neural Warrants in connection with the Series B Transactions, subject only to standard post-closing deliverables;

(l) Neural shall have delivered to CWE or its counsel such customary closing documents as are generally required in connection with similar transactions, including: (i) officer's certificates of Neural and each of Neural Subco B and Neural Subco C; (ii) certified board and shareholder resolutions approving the Series B Transactions and the execution of the Amalgamation Agreements; (iii) duly executed amalgamation agreements for Amalgamations B, C and D;

(m) the Neural Shares issued in connection with Series B Transactions shall be issued in accordance with applicable prospectus exemptions available under NI 45-106 and other than Neural Shares subject to the provisions of NP46-201 will not be subject to a "restricted period" within the meaning of section 2.5 of NI 45-102 or any restrictions on resale imposed by the CSE, and will not contain any restrictive legends; and

(n) Neural shall have delivered or caused to be delivered to CWE all other documents and instruments required under this Agreement or otherwise reasonably requested by CWE to complete the Series B Transactions.

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If any of the above conditions shall not have been complied with or waived by CWE on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to the cure provision provided for in section 7.5(b), CWE may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by CWE or a CWE Newco. In the event that the failure to satisfy any one or more of the above conditions precedent results from a material default by CWE or a CWE Newco of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, CWE shall not rely on such failure (to satisfy one or more of the above conditions) as a basis for its own noncompliance with its obligations under this Agreement.

7.6 Additional Conditions Precedent to the Obligations of Neural to Completion of Series B Transactions

The obligations of Neural to complete the Transaction contemplated by this Agreement shall also be subject to the satisfaction, on or before the Effective Date of Series B Transactions, of each of the following conditions precedent (each of which is for the exclusive benefit of Neural and may be waived by Neural and any one or more of which, if not satisfied or waived, will relieve Neural of any obligation under this Agreement). For greater certainty, nothing in this Section 7.6 or elsewhere in this Agreement shall impose any obligation on Neural to proceed with the Series B Transactions unless and until it has delivered the Series B Option Exercise Notice in accordance with the terms of this Agreement.:

(a) CWE shall not have breached, or failed to comply with, in any material respect, any of its covenants or other obligations under this Agreement, and all representations and warranties of CWE and the CWE Subsidiaries contained in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall not have ceased to be true and correct in any material respect thereafter (provided, however, that if CWE has been given written notice by Neural specifying in reasonable detail any such misrepresentation, breach or non-performance, CWE shall have three days to cure such misrepresentation, breach or non-performance), and the Chief Executive Officer of CWE or another officer satisfactory to Neural shall so certify immediately prior to the Effective Date of Amalgamations B and C;

(b) the requisite approval of the CWE Shareholders and CWE Newco B, C and D Shareholders of each of Amalgamation B, Amalgamation C, and Amalgamation D shall have been obtained;

(c) the CSE Escrow Agreement required under NP 46-201 shall have been executed and delivered to Neural, the relevant shareholders, and the Escrow Agent, in form and substance satisfactory to Neural and the CSE, acting reasonably;

(d) all consents, waivers, permits, exemptions, orders, and approvals of any regulatory authority, governmental body, third party or other person necessary or desirable to complete the Series B Transactions shall have been obtained and remain in full force and effect, including, without limitation, those required under applicable corporate laws and stock exchange rules;

(e) each of the CWE Subsidiaries, CWE Newco B and CWE Newco C shall be validly existing under the laws of their jurisdiction of incorporation and in good standing, and shall have full corporate power and authority to enter into and complete the applicable amalgamations and other transactions contemplated in the Series B Transactions;

(f) CWE shall have delivered to Neural or its legal counsel a certified list of all shareholders of CWE Newco B and CWE Newco C, together with their respective pro rata entitlements under the Series B Transactions, and a copy of each of their executed joinders to the CSE Escrow Agreement, if required under NP 46-201;

(g) Neural shall be satisfied, acting reasonably, with the results of its due diligence review of CWE, the CWE Subsidiaries, CWE Newco B and CWE Newco C, including a confirmation that the

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number of Neural Shares and Neural Warrants to be issued under the Series B Transactions reflects fair value as of the closing date;

(h) CWE shall have delivered the financial information required under Section 7.2(f) and Schedule F hereto and the following items to be included in the Form 2A Listing Statement prepared in connection with the closing of the Series B Transactions:

(i) Information required by Neural in order to prepare unaudited pro forma financial statements of Neural for the nine-month period ending April 30, 2025, including a balance sheet giving effect to the Series A and Series B Transactions and an income statement combining the financial performance of CWE from August 1, 2024 to April 30, 2025; and

(ii) Auditor-reviewed consolidated financial statements of CWE for the six-month period ending June 30, 2025, prepared by the CWE Auditor in accordance with IFRS.

(i) each individual who will be a director, officer, insider or promoter of Neural following completion of the Series B Transactions shall have submitted a duly completed and signed PIF, in form acceptable to the CSE, along with all supporting documentation required by the CSE;

(j) the board of CWE and the CWE Newcos shall have adopted all necessary resolutions and all other necessary corporate actions shall have been taken by CWE and the CWE Newcos to permit the consummation of the Amalgamation, the Transaction and the transactions contemplated therewith;

(k) Neural shall have received from counsel to CWE favourable legal opinions concerning such matters with respect to the Transaction as are customary in similar transactions and as Neural and its counsel may reasonably request; and

(l) CWE shall have delivered to Neural, in a form acceptable to Neural board, confirmation from its legal counsel that the legal opinion dated February 2, 2025 of Rechtsanwälte [REDACTED], included hereto as Schedule "E" remains valid as of the Effective Date of Amalgamations B and C and no event has occurred or is expected to occur that could render the representation contained in Section 3.2 (hh) invalid or untrue.

If any of the above conditions shall not have been complied with or waived by Neural on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to the cure provision provided for in section 7.6(a), Neural may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by Neural or a Neural Subco. In the event that the failure to satisfy any one or more of the above conditions precedent results from a material default by Neural or a Neural Subco of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, neither Party shall rely on such failure (to satisfy one or more of the above conditions) as a basis for its own noncompliance with its obligations under this Agreement.

7.7 Merger of Conditions

The conditions set out in sections 7.1 to 7.6 shall be conclusively deemed to have been satisfied, waived or released by the Parties on the filing of the Articles of Amalgamation with the Director and such other documents as are required to be filed under the OBCA for acceptance by the Director to give effect to the Amalgamation.

7.8 Closing Matters

The completion of the transactions contemplated under this Agreement shall be effected via electronic exchange or at the offices of CWE's counsel, Garfinkle Biderman LLP, at 10:00 a.m. (Toronto time) (or such

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other time as the Parties may agree upon) on the Effective Date of Amalgamation A, or the Effective Date of Amalgamations B and C, as applicable.

ARTICLE 8

TERMINATION, AMENDMENT AND DISSENTING SHAREHOLDERS

8.1 Termination

This Agreement may be terminated by written notice promptly given to the other Party hereto, at any time prior to the Effective Date of Amalgamation A:

(a) by mutual agreement in writing by the Parties; or (b) as set forth in sections 7.1, 7.5 and 7.6 of this Agreement.

8.2 Effect of Termination

In the event of the termination of this Agreement as provided in section 8.1 hereof, this Agreement shall forthwith have no further force or effect and there shall be no obligation on the part of Neural or CWE hereunder except as set forth in section 8.3 hereof and this section 8.2, which provisions shall survive the termination of this Agreement. Nothing herein shall relieve any Party from liability for any breach of this Agreement.

8.3 Fees and Expenses

Each of CWE (on behalf of itself and each CWE Newco) and Neural shall pay its own costs and expenses (including all legal, accounting and financial advisory fees and expenses) incurred in connection with the completion of the Transaction, including without limitation, expenses related to the preparation, execution and delivery of all agreements including, without limitation, this Agreement and other documents referenced herein.

8.4 Amendment

This Agreement may, at any time on or before the Effective Date of Amalgamations B and C be amended by mutual agreement between the Parties hereto. This Agreement may not be amended except by an instrument in writing signed by the appropriate officers on behalf of each of the Parties.

8.5 Dissenting Shareholders

(a) Prior to the effective date of the applicable part of the CWE Reorganization, the making of an agreement between a Dissenting Shareholder and CWE for the purchase of their Dissenting CWE Shares or the pronouncement of a court order pursuant to Section 190 of the CBCA, a Dissenting Shareholder shall cease to have any rights as a CWE Shareholder other than the right to be paid the fair value of its Dissenting CWE Shares in the amount agreed to or as ordered by the court, as the case may be. In the event that a Dissenting Shareholder fails to perfect or effectively withdraws the Dissenting Shareholder's claim under Section 190 of the CBCA or otherwise forfeits the Dissenting Shareholder's right to make a claim under Section 190 of the CBCA, the Dissenting Shareholder's Dissenting CWE Shares shall thereupon be deemed to have been exchanged as of the date of the applicable part of the CWE Reorganization.

(b) Following the completion of the applicable part of the CWE Reorganization, the making of an agreement between a Dissenting Shareholder and the applicable CWE Newco for the purchase of their applicable CWE Newco Shares or the pronouncement of a court order pursuant to Section 185 of the OBCA, a Dissenting Shareholder shall cease to have any rights as a CWE Newco Shareholder other than the right to be paid the fair value of its Dissenting CWE Newco Shares in the amount agreed to or as ordered by the court, as the case may be. In the event that a Dissenting

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Shareholder fails to perfect or effectively withdraws the Dissenting Shareholder’s claim under Section 185 of the OBCA or otherwise forfeits the Dissenting Shareholder’s right to make a claim under Section 185 of the OBCA, the Dissenting Shareholder’s Dissenting CWE Newco Shares shall thereupon be deemed to have been exchanged as of the Effective Date of the applicable Amalgamation.

8.6 Waiver

A Party may (i) extend the time for the performance of any of the obligations or other acts of the other Party, (ii) waive compliance with any of the other Party’s agreements or the fulfillment of any of its conditions contained herein or (iii) waive inaccuracies in another Party’s representations or warranties contained herein or in any document delivered by the other Party; provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party.

ARTICLE 9 PUT OPTION

9.1 Purpose and Intent

The provisions of this Article 9 are intended to provide Neural with a remedy in the event that CWE fails to fulfill its obligations to deliver the Financial Information and related supporting materials as set forth in Section 7.2(f) and Schedule "F", which are necessary for Neural to comply with its continuous disclosure obligations under Canadian securities Laws, including without limitation the requirement to file a Business Acquisition Report pursuant to NI 51-102. The Parties acknowledge and agree that the exercise of the Put Option and issuance of the Put Note (each as defined below) is a remedy for such breach and that the resulting transaction structure is intended to support the recognition of impairment for financial reporting purposes.

9.2 Put Option Right

If the Financial Information is not delivered in accordance with Section 7.2(f) and Schedule F on or before July 31, 2025 (the “Put Option Trigger Date”), Neural shall have the right, but not the obligation, to exercise an option (the “Put Option”) returning all of the Amalco A Shares, which it owns pursuant to Amalgamation A to CWE or a designated affiliate of CWE in exchange for a secured convertible promissory note (the “Put Note”).

9.3 Terms of the Put Note

(a) Face Value: The Put Note shall have a principal amount equal to the aggregate Share Issuance Price of the Neural Shares issued in exchange for shares of CWE Newco A under Amalgamation A.

(b) Security: The Put Note shall be secured by a general security agreement (the “GSA”) over all present and after-acquired property of CWE.

(c) Conversion: The Put Note shall be convertible at the option of the holder at any time prior to the Series B Completion Deadline into that number of common shares of CWE equal to the principal amount of the Put Note divided by the last issuance price of CWE common shares issued to an arm's length third party prior to the issuance of the Put Note.

(d) Extinguishment via Neural Shares: CWE shall have the right to extinguish all or any portion of the Put Note by delivering or causing other parties to deliver to Neural that number of Neural Shares equal to the principal amount to be extinguished divided by the Share Issuance Price.

(e) Impairment: The Parties acknowledge and agree that the Put Note, if issued, would be issued in recognition of the harm caused to Neural as a result of CWE’s failure to deliver the Financial

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Information and is expected to be impaired on Neural's books to a nominal value (e.g., $1), consistent with applicable accounting standards and the intent of the Parties that Neural shall not retain a meaningful interest in CWE until the completion of the Series B Transactions.

(f) Interest: The outstanding principal of the Note shall accrue interest at a fixed rate of 6% per annum, calculated annually and not in advance, from the date of issuance until payment in full or conversion, as applicable. Interest shall be payable in cash or, at Neural's election, may be added to the principal and included in any conversion or repayment.

9.4 Procedural Steps

(a) Neural shall deliver a written notice (the “Put Exercise Notice”) to CWE exercising the Put Option and providing confirmation of the failure to receive the Financial Information in accordance with Section 7.2(f) and Schedule "F".

(b) CWE shall, within five (5) Business Days of receipt of the Put Exercise Notice, execute and deliver the Put Note and GSA to Neural in a form satisfactory to Neural and its legal counsel, acting reasonably.

(d) The Parties shall cooperate in taking all such further actions and executing all such documents as may be necessary to give effect to the exercise of the Put Option and issuance of the Put Note.

9.5 Restoration of Shareholding upon Cure

If, following the issuance of the Put Note and prior to the Series B Completion Deadline, CWE delivers the full Financial Information to the satisfaction of Neural and its auditor, and Neural elects to proceed with the Series B Transactions, then Neural shall have the right to convert the Put Note into an equity interest in Amalco A or cancel the Put Note and restore its equity interest in Amalco A on the same basis as existed prior to the Put Exercise Notice, subject to compliance with all applicable securities laws and any requirements under Part 8 of NI 51-102, including restoration of "significant influence" and eligibility for equity accounting under applicable financial reporting standards.

9.6 Costs

All costs and expenses reasonably incurred by Neural in connection with the exercise of the Put Option, including legal, accounting, and regulatory filing fees, shall be borne by CWE.

ARTICLE 10 INDEMNIFICATION AND SURVIVAL

10.1 Indemnification by CWE

Subject to the terms and limitations in this Agreement, CWE shall indemnify and hold harmless Neural and its Affiliates, and their respective directors, officers, employees, shareholders, agents and representatives (collectively, the “Neural Indemnified Parties”) from and against any and all liabilities, obligations, losses (other than loss of profits), damages (other than punitive or consequential damages), penalties, demands, claims, actions, suits, judgments, settlements, interest, out-of-pocket costs, expenses and disbursements (including reasonable costs of investigation, and reasonable attorneys', accountants' and expert witnesses' fees) of whatever kind and nature (collectively, "Losses") suffered or incurred by any Neural Indemnified Party that arise from, are attributable to or result from:

(a) any inaccuracy or breach of any representation or warranty made by CWE in this Agreement or any document contemplated herein, including, without limitation, any breach of the undertakings or representations in Section 7.2(f) and Schedule F relating to the delivery of CWE Financial Information;

(b) any failure by CWE to perform or fulfill any of its covenants, obligations, or agreements under this Agreement or any document contemplated herein;

(c) any liability, obligation or commitment of CWE, the CWE Newcos, or any of the CWE Subsidiaries that is not expressly assumed by Neural or its Subsidiaries in this Agreement; and

(d) any exercise by Neural of the Put Option or any enforcement of its rights set forth in Article 9 and Article 10, including any legal or regulatory proceedings or actions arising therefrom.

10.2 Indemnification by Neural

Neural shall indemnify and hold harmless CWE and its Affiliates, and their respective directors, officers, employees, shareholders, agents and representatives (collectively, the "CWE Indemnified Parties") from and against any and all Losses suffered or incurred by any CWE Indemnified Party that arise directly from, are attributable to or result from:

(a) any inaccuracy or breach of any representation or warranty made by Neural in this Agreement or any Ancillary Agreement; or

(b) any failure by Neural to perform or fulfill any of its covenants or obligations under this Agreement or any Ancillary Agreement.

10.3 Procedure for Indemnity Claims

If an Indemnified Party becomes aware of any matter which may give rise to a claim for indemnification (an "Indemnity Claim"), such Indemnified Party shall promptly notify the other Party (the "Indemnifying Party") in writing of the nature of the Indemnity Claim (an "Indemnity Notice"), including reasonable details to the extent known, provided that failure to promptly deliver such notice shall not release the Indemnifying Party from liability unless (and only to the extent that) the delay materially prejudices the defense of such claim. For greater certainty, in any claim, action or proceeding relating to a breach of any representation, warranty or covenant, the Party seeking indemnification shall have the right to determine whether to pursue such claim, and shall have full carriage of the matter, including the right to initiate or settle any proceedings, provided that the indemnifying Party shall be consulted in good faith prior to any material settlement.

10.4 Limitations on Indemnity Obligations

(a) No Party shall be liable to the other for any Indemnity Claim unless the aggregate of all such claims exceeds $25,000, in which case the Indemnifying Party shall be liable for the entire amount.

(b) The maximum aggregate liability of each Indemnifying Party under this Article 11 shall not exceed the total value of the consideration received (or to be received) by such Party in connection with this Agreement, except in the case of fraud, intentional misrepresentation or willful misconduct.

(c) Notwithstanding the foregoing, the indemnity obligations of CWE in connection with a breach of Section 7.2(f), Schedule F, or Article 9 (Put Option) shall not be subject to any monetary cap or threshold.

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10.5 Survival

(a) The representations and warranties of the Parties shall survive the Closing and remain in full force and effect for a period of twelve (12) months, except for representations and warranties in Section 3.1 (Organization and Qualification), Section 3.3 (Capitalization), and Section 3.18 (Tax Matters), which shall survive for the applicable statutory limitation period.

(b) All covenants and agreements of the Parties shall survive until fully performed or fulfilled, or for such longer period as expressly set out in this Agreement.

10.6 Mitigation and Insurance

Each Indemnified Party shall use reasonable efforts to mitigate any Losses it may suffer or incur, and any amount recoverable by such Party under applicable insurance policies shall reduce the amount of any indemnifiable Loss under this Article 10.

10.7 Exclusive Remedy

Except in the case of fraud or as otherwise expressly provided in this Agreement (including Article 10), the rights to indemnification set forth in this Article 10 shall be the sole and exclusive remedies of the Parties for monetary damages arising from a breach of this Agreement.

10.8 No Double Recovery

No Indemnified Party shall be entitled to recover the same Losses more than once under this Agreement.

10.9 Legal Proceedings

Each Indemnified Party and Indemnifying Party shall cooperate fully with one another and make available to the other Party, upon written request, such information and documents in its possession or control as may be reasonably necessary for the defense or prosecution of any Indemnity Claim or related legal proceeding.

ARTICLE 11 GENERAL

11.1 Notices

All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered or sent if delivered personally or sent by e-mail or sent by prepaid overnight courier to the Parties at the following addresses (or at such other addresses as shall be specified by the Parties by like notice):

if to CWE or the CWE Newcos:

CWE European Holdings Inc. #2400 – 525 8 Avenue SW Calgary, AB T2P 1G1

Attention: Ronnie Jaegermann, Director, Chief Executive Officer E-mail: [email protected]

with a copy to:

Garfinkle Biderman LLP 1 Adelaide Street East, Suite 801 Toronto, Ontario M5C 2V9

Attention: Rohit Jha E-mail: [email protected]

if to Neural or Subco:

Neural Therapeutics Inc. 130 Adelaide Street West, Suite 3002 Toronto, ON M5H 3P5

Attention: Ian Campbell, Director & Chief Executive Officer E-mail: [email protected]

with a copy to:

Fogler Rubinoff LLP Scotia Plaza 40 King Street West, Suite 2400 P.O. Box #215 Toronto, ON M5H 3Y2

Attention: Eric Roblin E-mail: [email protected]

11.2 Assignment

Except as expressly permitted by the terms hereof, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either of the Parties hereto without the prior written consent of the other Party.

11.3 Dispute Resolution

(a) If any dispute or controversy shall occur between the Parties relating to the interpretation or implementation of any of the provisions of this Agreement, the Parties shall use their best efforts and act in good faith to resolve the dispute within thirty (30) days of commencement of the dispute. If a resolution is not reached with respect to a dispute within thirty (30) days of its commencement despite the good faith efforts of the Parties, the Parties will adhere to the following process, using their best efforts and acting in good faith to resolve the dispute.

(b) Failing to achieve a resolution of the dispute pursuant to section 11.3(a), any party to the dispute may initiate arbitration, subject to the following:

(i) Arbitration may be commenced by a Party by notification to the other Party of its intention to arbitrate and proposing the name of a single arbitrator.

(ii) The other Party will be deemed to have accepted the choice of arbitrator unless it objects to that choice in writing within ten (10) days of receiving such notice of arbitration.

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(iii) If the Parties cannot agree upon an arbitrator within twenty (20) days of the objection notice, a party may, upon notice to the other parties, apply to a judge of the Superior Court of Ontario (or any successor to such court) sitting in the City of Toronto for the appointment of a single arbitrator.

(iv) The Parties agree that if an application is to be made as aforesaid, they shall request that any such application be dealt with in camera by the judge in question and that such proceedings be kept confidential.

(v) All arbitrations shall take place in the City of Toronto, Ontario or in such other place as the participants agree upon in writing.

(vi) The rules and procedures set out in the Arbitration Act, 1991 (Ontario) shall apply to the arbitration except to the extent that they are modified in this section 11.3. All arbitration hearings and other proceedings and the existence of the arbitration shall be kept confidential except as may be required to be disclosed by applicable law or court order.

(d) Each Party shall be responsible for its own costs of the arbitration (including legal costs), unless otherwise mutually agreed in writing by the Parties or as otherwise directed by the arbitrator. The decision of the arbitrator shall be final, conclusive, and binding on the Parties and shall not be subject to any appeal or review.

(e) This section 11.3 shall survive any termination of this Agreement.

11.4 Complete Agreement

This Agreement sets forth the entire understanding between the Parties hereto and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof, including but not limited to, the Letter of Intent. No other agreements, representations, warranties or other matters, whether oral or written, shall be deemed to bind the Parties hereto with respect to the subject matter hereof.

11.5 Further Assurances

Each Party hereto shall, from time to time, and at all times hereafter, at the request of the other Party hereto, but without further consideration, do all such further acts and execute and deliver all such further documents and instruments as shall be reasonably required in order to fully perform and carry out the terms and intent hereof.

11.6 Severability

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law. Any provision of this Agreement that is invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

11.7 Counterpart Execution

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

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11.8 Investigation by Parties

No investigations made by or on behalf of either Party or any of their respective authorized agents at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation, warranty or covenant made by the other Party in or pursuant to this Agreement.

11.9 Public Announcement; Disclosure and Confidentiality

(a) Unless and until the transactions contemplated in this Agreement will have been completed, neither Party shall make any public announcement concerning this Agreement or the matters contemplated herein, their discussions or any other memoranda, letters or agreements between them relating to the matters contemplated herein without the prior consent of the other Party, which consent shall not be unreasonably withheld, provided that neither Party shall be prevented from making any disclosure which is required to be made by law or any rules of a stock exchange or similar organization to which it is bound.

(b) All information provided to or received by the Parties hereunder shall be treated as confidential (“Confidential Information”). Subject to the provisions of this Section, no Confidential Information shall be published by either Party hereto without the prior written consent of the other, but such consent in respect of the reporting of factual data shall not be unreasonably withheld. The consent required by this Section shall not apply to a disclosure to: (a) comply with any applicable laws, stock exchange rules or a regulatory authority having jurisdiction; (b) a director, officer or employee of a Party; (c) an affiliate (within the meaning of the OBCA) of a Party; (d) a consultant, contractor or subcontractor of a Party that has a bona fide need to be informed; or (e) any third party to whom the disclosing Party may assign any of its rights under this Agreement; provided, however, that in the case of subsection (e) the third party or parties, as the case may be, agree to maintain in confidence any of the Confidential Information so disclosed to them.

(c) The obligations of confidence and prohibitions against use of Confidential Information under this Agreement shall not apply to information that the disclosing party can show by reasonable documentary evidence or otherwise: (a) as of the date of this Agreement, was in the public domain; (b) after the date of this Agreement, was published or otherwise became part of the public domain through no fault of the disclosing party or an affiliate thereof (but only after, and only to the extent that, it is published or otherwise becomes part of the public domain); or (c) was information that the disclosing party or its affiliates were required to disclose pursuant to the order of any Governmental Authority or judicial authority.

11.10 Remedies Cumulative

The rights, remedies, powers and privileges herein provided to a Party are cumulative and in addition to and not exclusive of or in substitution for any rights, remedies, powers and privileges otherwise available to that Party.

11.11 Third Party Beneficiaries

This Agreement is for the sole benefit of the Parties, and except as specifically provided for herein nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

11.12 Independent Legal Advice

Each Party acknowledges and agrees that it has had the opportunity to seek, and has either sought or voluntarily waived, independent legal advice in connection with this Agreement. Each Party further confirms that it fully understands the terms and conditions of this Agreement and is entering into it freely and voluntarily.

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11.13 Conflict of Laws

The application of the laws of any jurisdiction other than those expressly referred to in this Agreement, including any rules relating to conflict of laws that would apply the laws of another jurisdiction, is expressly excluded and shall have no effect.

11.14 Personal Information

Each Party acknowledges and agrees that any personal information provided in connection with this Agreement will be used and disclosed solely for purposes related to the transactions contemplated herein, including regulatory or stock exchange filings. Each Party represents that it has obtained any necessary consents for such use and disclosure, and will use reasonable efforts to ensure that personal information is protected in accordance with applicable privacy laws.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

CWE EUROPEAN HOLDINGS INC.

Per: /"Signed"/ Ronnie Jaegermann Chief Executive Officer

NEURAL THERAPEUTICS INC.

Per: /"Signed"/ Ian Campbell Chief Executive Officer

SCHEDULE “A” AMALGAMATION AGREEMENT A

AMALGAMATION AGREEMENT

THIS AMALGAMATION AGREEMENT is made as of [●], 202[●],

AMONG:

NEURAL THERAPEUTICS INC., a corporation incorporated under the laws of the Province of Ontario (“Neural”);

and - [NEURAL ACQUISITION A CORP.] a corporation incorporated under the laws of the Province of Ontario (“Subco”);
and - [CWE NEWCO A INC.], a corporation incorporated under the laws of the Province of Ontario (“CWE”);

WHEREAS CWE and Subco have agreed to combine their businesses and assets pursuant to the Strategic Investment and Option Agreement;

AND WHEREAS CWE and Subco are each incorporated under the OBCA;

AND WHEREAS Subco is a wholly-owned subsidiary of Neural;

AND WHEREAS the authorized capital of CWE consists of an unlimited number of CWE Shares, of which 19,999,988 are issued and outstanding at the date hereof as fully paid and non-assessable shares;

AND WHEREAS the authorized capital of Subco consists of an unlimited number of Subco Shares, of which 1 Subco Share is issued and outstanding at the date hereof as a fully paid and non-assessable share, which is owned beneficially and of record by Neural;

AND WHEREAS pursuant to the Amalgamation, and subject to the terms of the Strategic Investment and Option Agreement, CWE and Subco shall amalgamate and continue as Amalco, which shall become a wholly-owned subsidiary of Neural, and Neural shall issue to each CWE Shareholder four (4) Neural Share for each CWE Share held;

AND WHEREAS CWE, Neural and Subco have each made full disclosure to the other of all their respective assets and liabilities;

NOW THEREFORE in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged) the parties agree as follows:

Interpretation

In this Agreement, including the recitals hereto, the following words and expressions shall have the respective meanings ascribed to them below:

"Agreement" means this agreement, its recitals and exhibits, as the same may be amended, modified or supplemented from time to time;

"Amalco" means the corporation resulting from the Amalgamation and continuing the corporate existence of the Amalgamating Corporations;

"Amalco Shareholder" means a registered holder of Amalco Shares, from time to time, and "Amalco Shareholders" means all of such holders;

"Amalco Shares" means the common shares in the share capital of Amalco;

"Amalgamating Corporations" means CWE and Subco and "Amalgamating Corporation" means either of them as applicable;

"Amalgamation" means the amalgamation of the Amalgamating Corporations pursuant to the provisions of the OBCA in the manner contemplated in and pursuant to this Agreement;

"Articles of Amalgamation" means the articles of amalgamation giving effect to the Amalgamation to be filed with the Director appointed under the OBCA pursuant to this Agreement, in the form annexed hereto as Schedule "A";

"Strategic Investment and Option Agreement" means the Strategic Investment and Option Agreement dated May 28, 2025 between CWE and Neural;

"CDS" means CDS Clearing and Depositary Services Inc.;

"Certificate of Amalgamation" means the certificate of amalgamation to be issued by the Director in respect of the Amalgamation;

"CWE Shares" means the issued and outstanding common shares in the capital of CWE;

"CWE Shareholder" means a holder of CWE Shares, from time to time, and "CWE Shareholders" means all of such holders.

"Depositary" means Odyssey Trust Company, which is also the transfer agent and registrar for the Neural Shares;

"Director" means the Director appointed under Section 278 of the OBCA;

"Effective Date" means the date shown on the Certificate of Amalgamation;

"Letter of Transmittal" means a letter of transmittal to be sent to holders of CWE Shares for use in connection with the Amalgamation and in order to receive the Neural Shares to which they are entitled after giving effect to the Amalgamation;

"Neural Shares" means the issued and outstanding common shares in the capital of Neural;

"OBCA" means the Business Corporations Act (Ontario), R.S.O. 1990, c. B.16, as amended;

"Parties" means CWE, Subco and Neural, and "Party" means each of them as applicable;

"Person" means a natural person, partnership, limited liability partnership, corporation, joint stock company, trust, unincorporated association, joint venture or other entity, and pronouns have a similarly extended meaning;

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"Subco Shareholder" means the registered holder of Subco Shares, being Neural;

"Subco Shares" means the common shares in the capital of Subco;

2. Paramountcy

In the event of any conflict between the provisions of this Agreement and the provisions of the Strategic Investment and Option Agreement, the provisions of this Agreement shall prevail.

3. Agreement to Amalgamate

Each of the Parties hereby agrees to the Amalgamation such that the Amalgamating Corporations shall amalgamate to create and continue as Amalco under the provisions of Section 174 of the OBCA, on the terms and conditions set out in this Agreement.

4. Filing of Articles

Following the approval of this Agreement by the shareholders of the Amalgamating Corporations in accordance with the OBCA, and in accordance with the terms and conditions of the Strategic Investment and Option Agreement, including the satisfaction or waiver of all conditions precedent set forth in the Strategic Investment and Option Agreement, CWE shall file the Articles of Amalgamation with the Director as provided under the OBCA.

5. Conditions Precedent to the Amalgamation

The Amalgamation is subject to the satisfaction or waiver by the party entitled to make such waiver, of the conditions precedent set forth in Article 7 of the Strategic Investment and Option Agreement. The signing and delivery of the Articles of Amalgamation by CWE and Subco shall be conclusive evidence that such conditions have been satisfied to the satisfaction of CWE and Neural, or waived by the party entitled to make such waiver, and that CWE and Subco may amalgamate in accordance with the provisions of this Agreement.

6. Amalgamation Events

Pursuant to the Amalgamation, on the Effective Date:

(a) each issued and outstanding Subco Share shall be exchanged for one (1) fully paid and non-assessable Amalco Share;

(b) each issued and outstanding CWE Share shall be exchanged for four (4) fully paid and non-assessable Neural Shares;

(c) as consideration for the issuance of Neural Shares in exchange for the CWE Shares, Amalco shall issue to Neural one (1) Amalco Share for each Neural Share so issued;

(d) CWE and Subco shall be amalgamated and continue as Amalco;

(e) all of the property and assets of each of CWE and Subco shall be the property and assets of Amalco and Amalco shall be liable for all of the liabilities and obligations of each of CWE and Subco, including civil, criminal and quasi criminal, and all contracts, liabilities and debts of Subco and CWE;

4912-3940-4871.1

and all debts, contracts, liabilities and duties of Subco and CWE shall thenceforth attach to and be enforced against Amalco; and

(g) no action or proceeding by or against Subco or CWE shall abate or be affected by the Amalgamation but, for all purposes of such action or proceeding, the name of Amalco shall be substituted in such action or proceeding in place of Subco or CWE, as the case may be.

7. Articles of Amalgamation

The Articles of Amalgamation of Amalco shall be in the form annexed hereto as Schedule “A”.

8. Name

The Name of Amalco shall be such designating number as may be assigned to Amalco by the Director followed by the words “Ontario Inc.”, or such other name as mutually agreed to by the Parties.

9. Registered Office

Until changed in accordance with the OBCA, the registered office of Amalco shall be 130 Adelaide Street West, Suite 3002, Toronto, ON M5H 3P5.

10. Authorized Capital

The authorized capital of Amalco shall consist of an unlimited number of Amalco Shares, having the following rights, privileges, restrictions and conditions:

The Amalco Shares shall have attached thereto the following rights, privileges, restrictions and conditions:

Voting

Each holder of Amalco Shares shall be entitled to receive notice of and to attend all meetings of shareholders of the corporation, except meetings at which only holders of other classes or series of shares are entitled to attend, and at all such meetings shall be entitled to one vote in respect of each common share held by such holder.

Dividends

The holders of Amalco Shares shall be entitled to receive dividends if and when declared by the board of directors.

Liquidation

In the event of any liquidation, dissolution or winding-up of the corporation or other distribution of the assets of the corporation among its shareholders for the purpose of winding-up its affairs, the holders of Amalco Shares shall be entitled to receive the remaining property or assets of the corporation.

11. Share Transfer Restrictions

The Amalco Shares shall be subject to the following restrictions on transfer:

If the corporation:

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(a) is not a reporting issuer or an investment fund within the meaning of applicable securities legislation; and (b) has not distributed to the public (excluding accredited investors within the meaning of applicable securities legislation) any of its securities,

then no securities in the capital of the corporation (other than non-convertible debt securities) shall be transferred without either:

(i) the previous consent of the board of directors expressed by a resolution passed by the board of directors or by an instrument or instruments in writing signed by a majority of the directors; or (ii) the previous consent of the holders of at least 51% of the securities of that class for the time being outstanding expressed by a resolution passed by the securityholders or by an instrument or instruments in writing signed by such securityholders.

12. Business

There shall be no restrictions on the business which Amalco is authorized to carry on or the powers which Amalco may exercise.

13. Number of Directors

The board of directors of Amalco shall consist of not less than one (1) and not more than ten (10) directors, the exact number of which shall be determined by the directors from time to time.

14. First Directors

The first director of Amalco shall be the person whose names and residential addresses appear below:

Name	Address	Resident Canada
Ian Campbell	[REDACTED]	Yes

The above director shall hold office from the Effective Date until the first annual meeting of Amalco Shareholders or until his successor is elected or appointed.

15. By-laws

The by-laws of Amalco shall be, to the extent not inconsistent with this Agreement, the by-laws of Subco, until repealed or amended.

16. Fractional Shares

No fractional Neural Shares or Amalco Shares will be issued or delivered to any former CWE Shareholders or the former Subco Shareholder otherwise entitled thereto, if any. Instead, the number of Neural Shares or Amalco Shares issued to each former holder of CWE Shares or Subco Shares will be rounded down to the nearest whole number.

17. Stated Capital

The stated capital account in the records of Amalco for the Amalco Shares shall be equal to the stated capital attributed to the CWE Shares and the Subco Shares, determined immediately before the Amalgamation.

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Delivery of Securities Following Amalgamation as soon as Practicable After the Effective Date:

(a) Amalco shall issue certificates representing the appropriate number of Amalco Shares to the former Subco Shareholder. Until delivery of such certificate, the share certificate or certificates representing the Subco Shares held by the former Subco Shareholder will be evidence of the former Subco Shareholder’s right to be registered as a shareholder of Amalco. Share certificates formerly representing Subco Shares which are held by the former Subco Shareholder shall cease to represent any claim upon or interest in Subco other than the right of the registered holder to receive the number Amalco Shares to which it is entitled pursuant to the terms thereof; and

(b) in accordance with normal commercial practice, Neural shall issue or cause to be issued certificates, direct registration statements or electronic positions within CDS representing the appropriate number of Neural Shares to the former CWE Shareholders by: (i) depositing such Neural Shares with the Depositary and/or the electronic positions representing such Neural Shares with CDS (in the name of the Depositary), as applicable, to satisfy the consideration issuable to such CWE Shareholders; and (ii) as soon as reasonably practicable after the Effective Date, causing the Depositary to forward to, or hold for pick-up by, each former CWE Shareholder that submitted a duly completed Letter of Transmittal or other evidence of entitlement to the Depositary, together with the certificate (if any) representing the CWE Shares held by such CWE Shareholder or such other evidence of ownership of such CWE Shares as is satisfactory to the Depositary, acting reasonably, (A) the certificates representing the Neural Shares to which such CWE Shareholder is entitled, in accordance with its Letter of Transmittal (or other evidence of entitlement), or (B) confirmation of a non-certificated electronic position transfer in CDS representing the Neural Shares to which such CWE Shareholder is entitled, in accordance with its Letter of Transmittal. Share certificates formerly representing CWE Shares which are held by the former CWE Shareholders shall cease to represent any claim upon or interest in CWE other than the right of the registered holder to receive the number of Neural Shares to which it is entitled pursuant to the terms thereof.

Negative Covenants

From the date hereof to and including the Effective Date, each of CWE, Subco and Neural covenants that it will not:

(a) reserve, allot, create, issue or distribute any of its securities, other than securities to be issued in order to effect the transactions described in the Strategic Investment and Option Agreement;

(b) declare or pay dividends on any of its shares other than as has been publicly disclosed as of the date hereof or as contemplated in the Strategic Investment and Option Agreement or make any other issue, payment or distribution to the holders of its securities including, without limitation, the issue, payment or distribution of any of its assets or property to such holders;

(c) authorize or take any action to amalgamate, merge, reorganize, effect an arrangement, liquidate, dissolve, wind-up or transfer all or substantially all of its undertaking or assets to another corporation or entity;

(d) reclassify any outstanding securities or change such securities into other shares or securities or subdivide, redivide, reduce, combine or consolidate such securities into a greater or lesser number of securities, effect any other capital reorganization or amend the designation of or the rights, privileges, restrictions or conditions attaching to such securities, other than in order to effect the transactions described in the Strategic Investment and Option Agreement;

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(e) amend its articles or by-laws, other than in order to effect the transactions described in the Strategic Investment and Option Agreement; or (f) enter into any transaction, or take any other action, out of the ordinary course of its business, other than in order to effect the transactions described in the Strategic Investment and Option Agreement.

20. Further Representations by CWE

CWE represents and warrants to the other Parties to this Agreement that, as of the date hereof and as of the Effective Time:

(a) it has no assets other than 19,999,988 common shares in the capital of CWE European Holdings Inc., representing no less than 30.61% of the issued and outstanding shares of CWE European Holdings Inc.; (b) it has no liabilities or obligations of any kind, whether actual, contingent or otherwise; (c) it has not entered into any agreement, commitment, undertaking, option, or instrument, whether oral or written, that may give rise to any current or future asset, liability, obligation or indebtedness; and (d) it is not a party to, and is not bound by, any material contract or agreement of any nature.

21. Termination

Subject to the terms of the Strategic Investment and Option Agreement, this Agreement may be terminated by the board of directors of each of the Amalgamating Corporations, notwithstanding the approval of this Agreement by the shareholders of the Amalgamating Corporations, at any time prior to the issuance of the Certificate of Amalgamation. If this Agreement is terminated pursuant to this section, this Agreement shall forthwith become void and of no further force and effect.

22. Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each Party hereby irrevocably attorns to the jurisdiction of the courts of the Province of Ontario sitting in and for the judicial district of Toronto in respect of all matters arising under or in relation to this Agreement.

23. Further Assurances

Each of the Parties agrees to execute and deliver such further instruments and to do such further reasonable acts and things as may be necessary or appropriate to carry out the intent of this Amalgamation Agreement.

24. Time of the Essence

Time shall be of the essence of this Agreement.

25. Amendments

This Agreement may only be amended or otherwise modified by written agreement executed by the Parties.

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26. Counterparts

This Agreement may be signed in counterparts (including counterparts by facsimile or email), and all such signed counterparts, when taken together, shall constitute one and the same agreement, effective on this date.

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IN WITNESS WHEREOF the Parties have executed this Agreement by their duly authorized officers as of the day and year first above written.

NEURAL THERAPEUTICS INC.

Per: Ian Campbell Chief Executive Officer

[NEURAL ACQUISITION A CORP.]

Per: Ian Campbell Director

[CWE NEWCO A INC.]

Per: Ronnie Jaegermann Chief Executive Officer

SCHEDULE "B" AMALGAMATION AGREEMENT B

AMALGAMATION AGREEMENT

THIS AMALGAMATION AGREEMENT is made as of [●], 202[●],

AMONG:

NEURAL THERAPEUTICS INC., a corporation incorporated under the laws of the Province of Ontario (“Neural”);

and - [NEURAL ACQUISITION B CORP.] a corporation incorporated under the laws of the Province of Ontario (“Subco”);
and - [CWE NEWCO B INC.], a corporation incorporated under the laws of the Province of Ontario (“CWE”);

WHEREAS CWE and Neural have agreed to combine their businesses and assets pursuant to the Strategic Investment and Option Agreement;

AND WHEREAS CWE and Subco are each incorporated under the OBCA;

AND WHEREAS Subco is a wholly-owned subsidiary of Neural;

AND WHEREAS the authorized capital of CWE consists of an unlimited number of CWE Shares, of which 20,271,907 are issued and outstanding at the date hereof as fully paid and non-assessable shares;

AND WHEREAS the authorized capital of Subco consists of an unlimited number of Subco Shares, of which 1 Subco Shares is issued and outstanding at the date hereof as a fully paid and non-assessable share, which is owned beneficially and of record by Neural;

AND WHEREAS CWE, Neural and Subco have each made full disclosure to the other of all their respective assets and liabilities;

Interpretation