Apollon Formularies - Acquisition of Citiva & Director Loan Agreement
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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