XTL Biopharmaceuticals Ltd. (the "Company" or "XTL") announced today that it has entered into a definitive share purchase agreement (the "Purchase Agreement") to acquire 100% of the issued and outstanding share capital of Psyga Bio Ltd., (the "Psyga"), an advanced biotechnology company focused on the research, development and commercialization of proprietary products derived from psychedelic and functional mushrooms, including clinically researched therapeutic candidates, microdosing solutions and wellness-focused formulations.

Pursuant to the Purchase Agreement, the Company will acquire from the current shareholder of Psyga all of the issued and outstanding share capital of Psyga on a fully diluted basis (the "Transaction") in exchange for the issuance by the Company 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 the Company. No cash consideration will be paid by the Company at the closing of the Transaction.