AfriAg Global Plc - Proposed RTO, Re-Admission to AQSE and £2.5M Raise

AfriAg Global Plc - Proposed RTO, Re-Admission to AQSE and £2.5M Raise

PR Newswire

London, February 22

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 1^st 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 [e-mail]

Apollon Formularies
Tel: [phone]
Kevin Sheil [e-mail]
Stene Jacobs [e-mail]

Peterhouse Capital Limited (Corporate Adviser)
Tel: [phone]
Guy Miller [e-mail]

Blytheweigh (Financial PR/IR-London)
Tel: [phone]
Tim Blythe [e-mail]
Megan Ray [e-mail]