Neural Therapeutics Inc. — Proxy Solicitation & Information Statement 2026

Apr 17, 2026

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:

1. 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;
2. 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;
3. 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;
4. 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");
5. 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;
6. 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;
7. 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;
8. 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;
9. 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.

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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 proxy@odysseytrust.com, 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