Apollon Formularies Plc - Update on Global Hemp Group

10 May 2023

Apollon Formularies Provides Update on Global Hemp Group

Apollon Formularies plc (AQSE: APOL, "Apollon" or the "Company"), a UK-based international pharmaceutical company trading on the Aquis Stock Exchange, that is licensed to research, develop, process, and sell medical cannabis therapeutic products that include legal medical cannabis to treat various illnesses under medical supervision, announced that it entered into a binding Letter of Intent ("LOI") on January 12, 2023 with Global Hemp Group Inc. ("GHG") (CSE: GHG / OTC: GBHPF). The Company subsequently announced on 21 March 2021 that the due diligence period was extended to 28 April 2023.

The parties continue their due diligence, which the Company expects to be completed by the end of May. When the due diligence is concluded, Apollon will be advised on the final decision from GHG on moving forward with drafting the definitive Asset Purchase Agreement. Once a decision is reached, an announcement will be forthcoming to the market.

If the parties agree to move forward to the definitive agreement, they will negotiate the final terms of the Asset Purchase Agreement, and when signed, GHG will acquire 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 per GHG common share, for a total consideration of C$11,567,869. 

Other terms of the Asset Purchase Agreement are outlined in the shareholder circular dated 15 March 2023.

To-date the exclusive licence agreement has been completed. Under the terms of the agreement, the Company received US$250,000 in cash and 10,000,000 GHG Shares. The hold lock-in period of four months and one day will end this month, allowing the Company to sell its 10,000,000 GHG Shares at its discretion. In return, GHG was granted an Exclusive Licence to certain of Apollon’s international patent applications and proprietary intellectual property with supporting third-party pre-clinical test data in the following territories: The United States, Canada, and Mexico, as well as Israel and the European Union with extension to Morocco. During the Term of this licence agreement, GHG shall pay a quarterly licensing fee to Apollon (“Licensing Fee”), the payment of which shall be triggered when revenues are first generated from sublicensing activities. Payment of the Licensing Fee shall commence in the subsequent quarter. GHG shall provide a quarterly accounting of sublicensing fees it has received not later than thirty days after the end of each quarter, and the Licensing Fee is due and payable at that time. The Licensing Fee shall equal 10% of gross sublicensing fees received by GHG.

Terms used in this announcement are without material adjustment, pursuant to the Company circular dated 15 March 2023.

The directors of the Company accept responsibility for the contents of this announcement.

-ENDS-

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