XTL BIOPHARMACEUTICALS LTD.

SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
Certain matters discussed in this report, including matters discussed under the caption “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” may constitute forward-looking statements for purposes of the Securities Act of 1933, as amended, or the
Securities Act, and the Securities Exchange Act of 1934, as amended, or the Exchange Act, and involve known and unknown risks, uncertainties and
other factors that may cause our actual results, performance or achievements to be materially different from the future results, performance or
achievements expressed or implied by such forward-looking statements. The words “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,”
“estimate,” and similar expressions are intended to identify such forward-looking statements. Our actual results may differ materially from the results
anticipated in these forward-looking statements due to a variety of factors, including, without limitation, those discussed under “Item 3. Key
Information-Risk Factors,” “Item 4.- Information on the Company,” “Item 5. Operating and Financial Review and Prospects,” and elsewhere in this
report, as well as factors which may be identified from time to time in our other filings with the Securities and Exchange Commission, or the SEC, or
in the documents where such forward-looking statements appear. All written or oral forward-looking statements attributable to us are expressly
qualified in their entirety by these cautionary statements.
The forward-looking statements contained in this report reflect our views and assumptions only as of the date this report is signed. Except as
required by law, we assume no responsibility for updating any forward-looking statements.
1