AfriAg Global
PLC
(“AfriAg” or the “Company”)
23 February
2021
PROPOSED REVERSE
TAKEOVER AND RE-ADMISSION TO AQSE AND £2.5 MILLION EQUITY RAISE
AfriAg is pleased to announce that, further to previous
announcements made during 2019 and 2020 whereby it had acquired
2.68% of Apollon Formularies ltd (“Apollon”), a vertically
integrated fully licenced medical cannabis company, it now intends
to acquire the remaining issued share capital of Apollon it does
not already own (the “Offer”). The initial consideration was paid
in cash amounting to £1,160,000 and it is proposed to acquire the
remainder of Apollon through the issue of new ordinary shares as
consideration for Apollon.
The Company is currently working on re-admission of the enlarged
share capital to the AQSE Growth Market, together with a fundraise
(“Admission”). Concurrently with Admission, and subject to receipt
of all necessary regulatory approvals the conditional £2,500,000
fundraising (as described below in “Equity Raise”) by way of
placing and subscription of new ordinary shares will support,
amongst other things, further research, development and medically
supervised trials using full spectrum medical cannabis oils and
formulations inclusive of THC.
In view of the size of the Offer relative to the Company and
voting control of the Company, the Offer constitutes a reverse
takeover under the AQSE Growth Market Rules and is therefore
conditional, amongst other things, on the approval of
Shareholders.
The Company expects that Admission post approval by regulators
and shareholders to become effective in March 2021.
On Admission and subject to shareholder and regulatory approval,
it is proposed that the Company change its name to Apollon
Formularies PLC.
Equity Raise
The Company has received firm commitments for £2,500,000, before
expenses, (through a combination of c. £2,000,000 in placing shares
and c. £500,000 in subscription shares, for new ordinary shares
of 0.1 pence each in the Company at a price of 5
pence per share. This funding will become unconditional and
the placing and subscription Shares will be issued on
Admission.
About Apollon – Information supplied
by Apollon Formularies
Apollon Formularies is an international medicinal cannabis
pharmaceutical company. It conducts business through investments
and contractual arrangements with various persons and entities.
Apollon Formularies Jamaica Ltd (“AFJ”) is the principal entity
with which Apollon has an interest, which will exist pursuant to
the Commitment Agreement, conditional to Admission. AFJ is a
government licensed medicinal cannabis company incorporated in
Jamaica and is licensed and
approved to cultivate, process, perform research and development,
and sell medical cannabis.
Key strengths
- Medically supervised treatments
- Apollon’s fully licenced full spectrum framework gives the
company unrivalled ability to perform medically supervised
treatments
- Jamaica’s regulations mean that Apollon’s medically supervised
treatments can be conducted using its own cannabis-based
formulations along with placebos to reveal the medicine’s
efficacy
- Use of artificial intelligence
- Laboratory machine learning (AI) is used to identify compounds
that can be used on various illness under medical supervision to
create range of products that are backed by clinical data
- The AI analyses plant genetics and phenotypes to determines the
best combination of cannabinoids, terpenes and flavonoids to target
and optimise treatment of diseases
- Processing & extraction
o Apollon’s Processing
Laboratory is based in Negril, Jamaica and is able to produce full spectrum
medical cannabis oil (Inclusive of THC)
o Apollon intends to
start large scale cultivation in H2 2021 of their patented APM
strain of medical cannabis flower
- Apollon Formularies Jamaica is licensed to operate at the
Federal level in Jamaica and holds
the following licences:
- Human Research & Development
- Cannabis Cultivation
- Retail Dispensary
- Retail Therapeutic
- Processing
- A “Tier 3” Conditional Cultivation approval is expected around
Q3 2021
- Conditional Export Approval
- Apollon has created and obtained proprietary hybrid
medical cannabis pharmaceutical strains, technology, formulations,
and treatment products. Many of these formulations were created
using Apollon’s proprietary artificial intelligence techniques and
include:
- Apollon NAUSEA™
- Apollon PAIN™
- Apollon SLEEP™
- Apollon ANTI-INFLAMMATORY™
- Apollon SEIZURES™
- Apollon APPETITE™
- Apollon CANCER™ (APM™) – High Times Cannabis Cup 1st
Place Winner
Summary
Apollon Formularies will through its subsidiary AFJ develop,
market, distribute and sell full spectrum (inclusive of THC)
products in the legal hemp and medical cannabis industry. It is
currently producing pharmaceutical, nutraceutical and other medical
cannabis related products, including 3D printed sublingual,
suppositories and capsules. Apollon Formularies was established to
advance the current significant commercial opportunities in the
legal medical cannabis markets globally.
In addition to operating the businesses and activities permitted
under the Licences, the company also intends to operate businesses
and seek investments and financial interest arrangements throughout
the world where legally permitted to do so in companies, projects,
services and/or products that are:
- progressing medicinal cannabis research and development and
obtaining intellectual property interests;
- producing or cultivating medicinal cannabis;
- producing or supplying medical products and services derived
from or related to medical cannabis (including, but not limited to,
hemp and cannabidiol products);
- commercialising or marketing medicinal cannabis and its
derivatives; and/or
- complementary to the medical cannabis business of the Company
even if not directly involving medical cannabis.
The Directors of the Company accept responsibility for the
contents of this announcement.
- Ends -
For additional information please contact:
AfriAg Global PLC
David Lenigas
lenigas@monaco-capital.com
Apollon
Formularies
Tel:
+44 207 907 9314
Kevin Sheil
kevin@apollon.org.uk
Stene
Jacobs
stene@apollon.org.uk
Peterhouse Capital Limited (Corporate Adviser)
Tel:
+44 207 220 9795
Guy Miller
gm@peterhousecapital.com
Blytheweigh (Financial PR/IR-London)
Tel:
+44 207 138 3204
Tim Blythe
tim.blythe@blytheweigh.com
Megan
Ray
megan.ray@blytheweigh.com