Apollon Formularies Plc - Execution of Binding LOI with Sproutly Canada, Inc.

19 September 2023

Apollon Formularies Plc

Apollon Formularies plc Announces Execution of Binding LOI with Sproutly Canada, Inc.

Apollon Formularies plc (AQUIS: APOL) ("Apollon") is pleased to announce that it has executed a binding Letter of Intent   (the "LOI") with Sproutly Canada, Inc  (CNSX:SPR) (OTC Pink: SRUTF) ("Sproutly")  for Sproutly to acquire the global assets of Apollon.

Apollon is a UK-based international natural biologics drug discovery company that utilizes artificial intelligence (AI) based technology to develop therapeutics for patients globally. Apollon recently announced successful results of third party independent pre-clinical testing that demonstrated successful killing of breast cancer and prostate cancer cells in their oncology line of products. To date, the company has primarily concentrated on the use of natural cannabinoids, terpenes, and mushroom compounds in their combinatorial formulations which include therapeutics for cancer, inflammatory diseases, addiction, and chronic pain. Apollon has manufacturing and production operations in Jamaica and exclusive license and sales agreements with multiple international companies to sell its products in the US, Canada, Mexico, the European Union with extension to Morocco, Israel, South Africa, and Thailand.

Sproutly is a Canadian company specializing in proprietary natural biologics drug discovery utilizing a proprietary technique known as Aqueous Phytorecovery Process (APP), which extracts high-quality phytonutrients in their complete and proportional profiles.  As applied to cannabis, APP can produce water-soluble cannabis solutions that can be stably formulated into traditional beverages without the use of artificial chemical and/or physical means to keep the cannabinoids dissolved in the water base.

The combination of Apollon's AI based therapeutic product formulation with demonstrated success in pre-clinical and clinical testing, clinical trial capability, manufacturing and production laboratories, with Sproutly's APP technology and natural water soluble ingredients, creates a unique opportunity to develop, new natural biologic therapeutic products with increased bioavailability, faster therapeutic response times, lower patient dose requirements and increased product shelf life.

Terms of the Apollon Sale:

Under the terms of the binding LOI dated September 12, 2023, after the successful completion of due diligence as described below, Sproutly will acquire the assets of Apollon pursuant to an Asset Purchase Agreement. In exchange, Sproutly will issue to Apollon a sufficient number of Sproutly shares so that Apollon will own 49% of the enlarged shar capital of Sproutly, post-transaction. If the transaction takes place with the number of outstanding Sproutly shares as are currently in issue, and at an anticpated deemed price of CAD$0.02 (the price at which the trading of common shares of Sproutly was suspended), the effective valuation of the disposal of Apollon's assets will be CAD$7million (approximately £4.2million).  If the number of Sproutly shares increases between now and the date of the transaction, the number of shares to be issued to Apollon will increase accordingly.

Sproutly and Apollon have granted each other a 60-day option to conduct due diligence, following which, if agreed to by both companies, the asset acquisition will be completed. The due diligence period may be shortened by mutual agreement. It is understood by the parties that Sproutly must complete one or more audits and take other legal and regulatory steps (the "Steps") to again become active and trading on the Canadian Securities Exchange ("CSE"). The Steps will proceed simultaneously with the due diligence period and the preparation and finalization of necessary transaction agreements for a closing (the "Closing") of the transaction.

The disposal of the assets will likely constitute a fundamental change to Apollon's business, and therefore an explanatory circular will be prepared and a general meeting called in due course, to obtain shareholder approval for the disposal. A further announcement will be made in due course.

Stephen D. Barnhill, MD, Chairman and CEO of Apollon stated, "I am extremely pleased to proceed forward to complete this transaction for Sproutly to acquire Apollon's assets. I believe the combination of assets currently held by the two companies will demonstrate that the whole is more than the sum of the parts.  Together these assets include multiple synergistic drug discovery technologies, pending patents and proprietary intellectual property, successful pre-clinical and clinical testing, manufacturing and production laboratories, existing exclusive global licenses and sales agreements in numerous countries which we expect to generate significant royalty revenue, and the ability to develop new combinatorial therapeutic products.  I look forward to working with Dr. Arup Sen in building what I believe will be a leading natural biologics drug discovery company developing new therapeutic products for near term international distribution and sales".

The Directors of the Company accept responsibility for the contents of this announcement.

For additional information, please visit www.apollon.org.uk or contact:

Apollon Formularies                                                     

Tel:                                                      +44 771 198 0221

Stene Jacobs                                      stene@apollon.org.uk

 Peterhouse Capital Limited (Corporate Adviser)             

Tel:                                                       +44 207 220 9795

Guy Miller                                           gm@peterhousecapital.com

 BlytheRay (Financial PR/IR-London)                 

Tel:                                                       +44 207 138 3204

Tim Blythe/Megan Ray                    apollon@blytheray.com

About Apollon Formularies and Apollon Formularies Jamaica

Apollon Formularies plc is an international medical cannabis company headquartered in the United Kingdom. Apollon Formularies Jamaica Limited is a pharmaceutical company incorporated and operating in the Commonwealth of Jamaica. Apollon Jamaica is licensed by the Jamaican government's Cannabis Licensing Authority (CLA) to cultivate, perform research and development, process, and sell medical cannabis therapeutic products that include legal medical cannabis to treat various illnesses under medical supervision. Apollon and Apollon Jamaica are parties to a Commitment Agreement whereby Apollon is entitled to 95% of Apollon Jamaica's Net Profits, and per a Stock Pledge Agreement that includes Stephen D. Barnhill, M.D., Apollon is to be assigned the entire 49% equity interest of Apollon Jamaica held by Dr. Barnhill, which is the maximum interest in a medical cannabis company allowed to be held by a non-Jamaican, upon the CLA approving the assignment.