XTL Biopharmaceuticals Ltd. (TASE:XTLB) entered into a definitive share purchase agreement to acquire Psyga Bio Ltd from the current shareholders on April 28, 2026. Pursuant to the Purchase Agreement, XTL Biopharmaceuticals will acquire from the current shareholders of Psyga all of the issued and outstanding share capital of Psyga on a fully diluted basis in exchange for the issuance by XTL Biopharmaceuticals to the current shareholders of Psyga, by way of a private placement, of such number of ADSs of the Company representing, immediately after such issuance, 40% of the issued and outstanding share capital of XTL Biopharmaceuticals. In addition, as part of the Transaction, the shareholders of Psyga will be issued additional ADSs representing 10% of the issued and outstanding share capital of the Company as of the effective date of the Purchase Agreement upon the achievement of each of three (3) milestones (each, a ?Milestone?): (i) the commencement of at least three (3) clinical trials with human patients of certain products from Psyga?s pipeline within twelve (12) months following the closing of the Transaction; (ii) the successful achievement of targets in at least two (2) clinical trials with human patients of certain products from Psyga?s pipeline within thirty-six (36) months following the closing of the Transaction; and (iii) entering the development of Ibogaine-based products triggered by execution of a binding commercialization agreement and/or development partnership agreement with a reputable third-party pharmaceutical, biotechnology, or life sciences company for the commercialization, licensing, development and/or co-development of Ibogaine-based products based on the Company?s regulatory licenses.

XTL Biopharmaceuticals's audit committee and board of directors approved the Transaction. The Purchase Agreement contains customary representations and warranties, agreements and obligations and conditions to closing, all as are customary for transactions of this nature, including, without limitation, the approval of the Transaction by the Company?s shareholders and receipt of necessary government or third-party approvals, if required. The company anticipates closing the Psyga Transaction after shareholders' approval no later than June 29, 2026.

I.F.S. Consulting and Investments Ltd acted as fairness opinion provider for XTL Biopharmaceuticals Ltd. Ronen Kantor of Amit, Pollak, Matalon & Co. acted as legal advisor for XTL Biopharmaceuticals Ltd. Yariv Reichenberg of Weksler, Bregman & Co. Advocates acted as legal advisor for Psyga Bio Ltd.

The company's Extraordinary General Meeting of Shareholders, to be held on Monday, June 22, 2026. The agenda of meeting include to get an approval for the acquisition of not less than 80% and up to 100% of the issued and outstanding share capital of Psyga Bio Ltd. (?Psyga?) as a result of which the Company shall become the controlling shareholder of Psyga, including the issuance of the consideration for such Acquisition in the form of ADSs (or warrants in lieu thereof) of the Company, all on the terms and subject to the conditions set forth therein (the ?Transaction?).