Apollon Formularies - Notice of General Meeting

15 March 2023

Apollon Formularies Plc

Notice of General Meeting

Proposed Disposal of Tangible and Intangible Assets of Apollon

Apollon Formularies plc (AQSE: APOL, "Apollon" or the "Company"), a UK based international pharmaceutical company trading on the Aquis Stock Exchange, that is licenced to research, develop, process, and sell medical cannabis therapeutic products that include legal medical cannabis to treat various illnesses under medical supervision, is pleased to announce, further to the announcement of 12 January 2023, that it is today posting a Notice of General Meeting, in order to seek approval for, amongst other things, the disposal of all the tangible and intangible assets and approval of the Company's proposed investment strategy in the cannabis sector.

Notice is hereby given that the General Meeting will be held on 11 April 2023 at 10 a.m. at The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW.

A copy of the Chief Executive Officer's letter, the expected timetable of principal events and definitions sections contained in the Circular, are set out in full below in this announcement without material amendment or adjustment.

A copy of the Circular will shortly be available at: https://apollon.org.uk/

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/Matt Bowld                      apollon@blytheray.com

(Incorporated in the Isle of Man with company number 002845V)

Notice of General Meeting

AND

    Disposal of Assets and Licenses         

Change of Investment Strategy

15 March 2023

To the Shareholders and, for information only, to the Option Holders and Warrant Holders

1.    Introduction

This Circular sets out the background to and reasons for the Disposal, the adoption of a new business strategy and other matters to be proposed at the General Meeting which is to be held at The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW on 11 April 2023 at 10 a.m.

On 9 January 2023, Global Hemp Group Inc. ("GHG") entered into a binding letter of intent ("LOI") with the Company, pursuant to which the Company granted a perpetual exclusive licence of certain intellectual property for use in Canada, the United States and Mexico, in exchange for 10,000,000 GHG Shares and a payment of US$250,000.

The LOI also provided for a due diligence period of 60 days. If both parties are satisfied with the results of the due diligence, GHG will have the exclusive option to acquire all the Assets of Apollon, other than cash, cash equivalents, and receivables, for a payment of 771,191,266 GHG common shares at a deemed price of $0.015 CAD per GHG common share, for a total consideration of $11,567,869 CAD.

Accordingly, the Board intends to seek shareholder approval to dispose of the Assets of the Company.

If Shareholders approve the Disposal of the Assets, the Company will adopt an investment strategy, further described in paragraph 5 below. The Board intends to distribute GHG common shares to the Company's shareholders, subject to, applicable laws, while holding back sufficient GHG common shares to sell in an orderly fashion to pay any outstanding Company's debt. In the event of such in-specie distribution, a further announcement and Shareholder circular will be produced in due course.

2.    Information on Global Hemp Group Inc.

Global Hemp Group Inc. (Canadian Securities Exchange symbol: GHG) is focused on executing a multi-phased strategy to become a leader in the industrial hemp industry in the United States. The Company is headquartered in Vancouver, British Columbia. The current phase of the strategy focuses on the development of "sustainable" and "green" value-added industrial hemp products utilising the processing of the entirety of the hemp plant for multi-merchantable applications. The Hemp Agro-Industrial Zone ("HAIZ") is the next phase of the Company's business strategy, which utilises the exceptional properties of the hemp plant for the production of raw materials and other value-added products, assembled in a centralized location adjacent to the hemp farming activity.

To further support and innovate the HAIZ, Global Hemp Group has established a Research and Development Division to actively pursue the development of Intellectual Property that can be patented for implementation at its projects and beyond. The Division is led by Prof. Víctor M. Castaño, Ph.D. from the National Autonomous University of Mexico (UNAM), a highly recognised leader in areas of applied science and technology. The R&D team brings a wealth of knowledge and experience in multiple disciplines and will initially focus on development of Environmentally Friendly Construction Materials, Nanofertilizers and Enhanced Extraction from Hemp.

3.    Background to and reasons for the Proposals

In light of Apollon Jamaica's significant Jamaican operations, Apollon is one of very few natural biologic drug development companies globally that is a publicly traded company, legally licensed to work with full spectrum high THC cannabis, in a fully licensed and legal environment that can perform drug discovery, execute pre-clinical testing, perform human clinical trials, provide immediate direct human availability of these treatments by physician prescription, has an International Cancer and Chronic Pain Institute, and is approved to export our products globally where legally allowed.

Global customers, including potential partners like Big Pharma, seeking natural biologic products and partnerships can look to companies like Apollon that will have patent protected formulations, validated by pre-clinical and human clinical trial data, rather than companies with random medical cannabis and mushroom based products without this level of scientific rigour and intellectual property protection.

Pursuant to the binding LOI and a subsequent License Agreement dated 19 January 2023, GHG acquired the exclusive perpetual licence for North America (specifically, the United States, Canada and Mexico) to certain Apollon Intellectual Property and proprietary technology. This includes, but is not limited to, four key patent applications as described below, including any continuations, divisional, and continuations-in-part, along with the use of any and all associated preclinical and clinical data relating to the patents and proprietary technology (the "IP"). The consideration was 10,000,000 GHG common shares and US$250,000, which was  advanced during the 60 day due diligence period once GHG's common shares resumed trading on the Canadian Securities Exchange (CSE). All GHG common shares issued to the Company pursuant to the transaction will have a hold period of four (4) months plus one (1) day.

The patents are registered under the International Patent System (PCT) and are also registered in Jamaica. This exclusive perpetual licence will cover Canada, the United States and Mexico, for the four patents below and all associated supporting data:

•             Compositions and Methods for Treatment of Cancers;

•             Compositions and Methods for Treatment of Inflammation;

•             Methods for Treatment of Human Cancers Using Cannabis Compositions;

•             Methods for Treatment of Human Cancers Using Mushroom Compositions;

GHG has also engaged Dr. Stephen Barnhill, the creator of the licensed patents, as Special Medical Advisor to assist it in monetising the intellectual property.

4.    The Disposal

If GHG and the Company are satisfied with their due diligence reviews, GHG will also acquire the Assets, including full ownership of the four patent applications listed above.  In summary, the Disposal will also consist of:

-     The BIOENSIS preclinical data reflecting the independent testing of cannabis and mushroom formulations is included in the Disposal. Further details of the testing undertaken by BIOENSIS, an independent pre-clinical predictive pharmaceutical testing laboratory, can be found in the announcement of 18 May 2021.

-     The Company's contract right to receive a 49% equity interest in Apollon Jamaica, subject to approval by the CLA.

-     The Company's contract right to receive 95% of the net profits of Apollon Jamaica.

The consideration payable for all the assets of Apollon, other than cash, cash equivalents, and receivables, is 771,191,266 GHG common shares at a deemed price of $0.015 per GHG common share, for a total consideration of C$11,567,869.

5.    Investment Strategy

On passing of the Resolutions, the Company will become an Enterprise Company.  The Company intends to remain an Enterprise Company which may invest in the developing market for medicinal or therapeutic Cannabis based medicinal products (CBMP's), in legal jurisdictions.

The main business activities of the Company will be its investments into those companies or projects conducting the lawful production of and research into Medicinal Cannabis in jurisdictions that are internationally recognised as having well-developed and reputable laws and regulations for the research and production of Cannabis and comply with the United Nation's conventions on narcotics. The Board is aware of its legal duty to ensure that such activities are lawful and as such, will carefully consider each proposed investment to be made and its compliance with UK legislation and seek appropriate legal advice in the UK and the jurisdictions prior to completing any investment.

As described in paragraph 1 above, the Board intends to distribute GHG common shares to the Company's shareholders, subject to, applicable laws, while holding back sufficient GHG common shares to sell in an orderly fashion to pay any outstanding Company's debt. In the event of such in-specie distribution, a further announcement and Shareholder circular will be produced in due course.

Pursuant to the AQSE Growth Market Access Rulebook, if the Company has not implemented its investment strategy within two years of becoming an Enterprise Company, the Aquis Stock Exchange may suspend trading in the Company's Ordinary Shares.

6.    Investment Committee and Investment Identification

The Investment Committee will be comprised of Stephen D. Barnhill, M.D., Roderick McIllree and Stene Jacobs, the current non-main Board Chief Operation Officer of the Company. It has been established to allocate and invest capital. It will be responsible for commissioning appropriate technical, financial and legal due diligence on prospective investments, investment monitoring and reporting to the full Board on a regular basis. Professional advisers will be consulted, as required, on relevant technical and scientific matters and together with the Investment Committee may seek further technical and scientific advice.

Investment identification will be the responsibility of the Investment Committee.

As part of each investment analysis, the Investment Committee will liaise with and, if necessary, instruct Counsel to produce a legal opinion relating to the terms and lawfulness of the Company's proposed investment in the particular jurisdiction. The Investment Committee will review Counsel's opinion to identify whether the investment is in line with a UK Counsel's legal opinion in relation to the same matter and if necessary seek further UK legal advice. The Investment Committee will heed the advice provided by Counsel where the advice given reflects any negative legal or regulatory risks and will decline the proposed investment in such cases. In particular, the Investment Committee will seek to ensure that there is as little risk as possible of breaching POCA 2002, MDA 1971, MDDO 2001 and MDR 2001. The Investment Committee will also seek to avoid any risk of breaching Money Laundering legislation and will seek to ensure that any prospective future dividends will not contravene any laws, having particular regard to whether there may be any breach of POCA 2002.

Once the Investment Committee, with the assistance of a professional person, when required, has completed due diligence on a prospective investment, it will present its findings to the Non-Executive Directors for the full Board's review. The Non-Executive Directors will in turn provide comments and recommendations to the Board as to whether the Company should pursue the prospective investment.

7.    General Meeting

Set out at the end of this Document is a Notice of General Meeting, convening at The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW on 11 April 2023 at 10 a.m., at which the following resolutions will be proposed:

Special business at the General Meeting

Resolution 1 is a special resolution seeking Shareholder approval for the Disposal of the Assets of Apollon, other than cash, cash equivalents, and receivables.

Resolution 2 is a special resolution seeking Shareholder approval for the change in investment strategy.

A Form of Proxy for use at the General Meeting is enclosed. Please complete and sign the Form of Proxy and return it to the Company's Registrars so as to arrive to Share Registrars Limited at 3 The Millennium Centre, Crosby Way, Farnham, GU9 7XX or by e-mail to voting@shareregistrars.uk.com no later than 48 hours (excluding non-working days) before the time fixed for the General Meeting.

8.    Board Recommendation

The Board considers that both of the Resolutions are in the best interests of the Company and its Shareholders as a whole, and it unanimously recommends to Shareholders that they should vote in favour of each Resolution, as the Directors intend to do in respect of their own Ordinary Shares, amounting to in aggregate 394,526,066 Ordinary Shares.

Yours faithfully

Stephen D. Barnhill, M.D.

Chief Executive Officer

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

DEFINITIONS