TIDMAPOL
RNS Number : 6850T
Apollon Formularies plc
26 July 2022
26th July 2022
Apollon Formularies Plc
Acquisition of Citiva Jamaica LLC and Collaboration Agreement
with University of West Indies
Director Loan Agreement
Apollon Formularies plc (AQSE: APOL, "Apollon" or the
"Company"), a UK-based international pharmaceutical company trading
on the Aquis Stock Exchange, is delighted to announce that its
Jamaican affiliate, Apollon Formularies Jamaica Ltd ("Apollon
Jamaica"), has reached an agreement to acquire Citiva Jamaica LLC
("Citiva Jamaica") (the "Acquisition") in a part-cash, part-shares
transaction.
The Acquisition of Citiva Jamaica, originally started by Josh
Stanley, Co-Founder of Charlotte's Web, gives Apollon Jamaica
ownership of a world class research, cultivation, manufacturing and
processing facility, affiliated with, and located in the Medical
School of the University of West Indies ("UWI") campus. The
Acquisition delivers on Apollon's previously stated desire to
become a vertically integrated, globally recognised medical
cannabis business providing treatments and medicines for various
human afflictions with a specific focus on cancer.
Transaction Highlights:
-- Apollon Jamaica has acquired a university-affiliated, world
class research, cultivation, manufacturing, and processing facility
for medical grade cannabis
-- Citiva Jamaica's facilities give the Company a clear path to
large scale manufacturing of high-quality medical grade, full and
broad-spectrum oils with GMP certification for use in its patent
protected cancer, chronic pain and inflammation treatments,
including for international marketing and distribution
-- Importantly, Apollon can now achieve the final approval step
with the Ministry of Health and Wellness in Jamaica to distribute
its patented cannabis based medical products into the Jamaican
national pharmacy and dispensary network, the broader Caribbean
Community ("CARICOM"), the Southern African Development Community
("SADC") as well as other targeted markets globally
-- The Citiva Jamaica facility comes with a Cannabis License
Authority (CLA) issued Cultivation Licence, extensive indoor
cultivation facilities with cannabis cultivars currently growing
and nearing harvest time, approximately 30-35 kg of processed full
spectrum medical cannabis oil, and processing equipment
-- Under the terms of the arrangement, Apollon Jamaica will
acquire a 96% ownership of Citiva Jamaica (in stages), with UWI
potentially holding 10% subject to the Company offering them an
increase from 4% to 10%
-- Expected to create significant revenue growth for the Company
over the next 12 months
In consideration for the Acquisition, Apollon will pay US$60,000
cash as well as issue 18,465,910 new Ordinary Shares in Apollon to
CJL Holdings, a US based group. The shares will be subject to a
nine-month, orderly market, lock-in agreement with one third of the
shares becoming unrestricted after each 3-month period from the
transaction date. Following completion of the Acquisition, CJL
Holdings will hold approximately 2.39% of Apollon's enlarged,
issued share capital.
Along with an established manufacturing facility, Apollon
Jamaica will acquire Citiva Jamaica's overall business model which,
in addition to existing processing and cultivation facilities, also
provide cannabinoid product development and treatment programmes to
target specific illnesses and diseases, including but not limited
to certain cancers and childhood epilepsy. Apollon Jamaica will
also acquire a CLA-issued cultivation licence and associated
infrastructure including existing product stock and soon to be
harvested crops.
Following the Acquisition, Apollon Jamaica will finalise minor
local permits required to achieve full GMP certification allowing
Apollon Jamaica to export its products globally as well as expand
into the national pharmacy and dispensary network in Jamaica,
thereby providing significant revenue streams for the Company.
Stephen Barnhill, Jnr, Jamaican and North American COO of
Apollon Formularies, commented: "This acquisition of Citiva Jamaica
is a transformative achievement and will allow access to global
markets for our trade marked and patent protected formulations;
expanded university-affiliated research and development
collaborations, including formulation discovery and clinical trials
and provides immediate licensed cultivation for Apollon specific
cultivars and strains.
"In addition, this acquisition significantly accelerates the
goals of our Jamaican operations allowing the following
accomplishments by year end: initiating human clinical trials,
having products approved by the Ministry of Health (MOH) and sold
in Jamaican pharmacies nationwide, and establishing significant
global distribution for our medical cannabis preparations backed by
our successful pre-clinical and clinical testing. Accomplishing
these goals is expected to provide significant revenue growth as we
now move to scale the business.
"This massive increase in production capabilities will allow the
export of our wide range of products and validated formulations to
supportive jurisdictions globally starting with our partners in
South Africa, and the broader Caribbean representing a truly
exciting time for shareholders.
"We would like to thank CJL Holdings for their excellent work
propelling the medical cannabis industry forward in Jamaica and now
becoming a significant shareholder as this exciting journey really
starts to gain momentum."
David Palmieri, Director of Operations at Citiva Jamaica,
commented: "We are proud of the progress we have made since signing
the collaboration agreement with UWI in 2015. We've worked
extremely hard to get everything in place, and I'm pleased that
Apollon Formularies will continue upgrading the facilities to
achieve GMP certification which will further strengthen the
Jamaican medical cannabis industry and help promote it worldwide,
we look forward to being a shareholder in this very exciting
company."
Application will be made for the new Ordinary Shares to be
admitted to trading on the AQSE Growth Market and admission is
expected to become effective, and dealings in the new Ordinary
Shares are expected to commence, on or around the 11th August
2022.
Following this issue, the Company will have 771,191,266 Ordinary
Shares in issue, each share carrying the right to one vote. The
figure of 771,191,266 should be used by shareholders in the Company
as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change to their interest in, the Company under the Financial
Conduct Authority's Disclosure and Transparency Rules.
Apollon Formularies Plc (UK) has also entered into a loan
agreement for US$150,000 with Director Roderick McIllree. The term
of the loan is 12 months (extendable for an additional 12 months by
mutual agreement) and bears an interest rate of 8% pa. Roderick
McIllree is also a shareholder of the Company.
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 and
medicinal mushroom pharmaceutical company headquartered in the
United Kingdom. Apollon Formularies Jamaica Limited is a
pharmaceutical company incorporated and operating in the
Commonwealth of Jamaica since 2016. Apollon Jamaica is licensed by
the Jamaican government's Cannabis Licensing Authority (CLA) to
cultivate (R&D), perform research and development, process, and
sell medical cannabis therapeutic products that include legal
medical cannabis to treat various illnesses under medical
supervision.
About Citiva Jamaica LLC
CITIVA is a cannabis research and product development company
based in New York , with a research and product development centre
located on the Mona campus of UWI. CITIVA specializes in advanced
research of cannabis, and in creating medications with
individualized cannabinoid ratios designed to treat specific
diseases and conditions.
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END
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