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

 
TIDMAPOL 
 
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. 
 
 
This information was brought to you by Cision http://news.cision.com 
 
 
END
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