Dr. Arup Sen reports

SPROUTLY SIGNS LETTER OF INTENT WITH APOLLON

Sproutly Canada Inc. has executed a binding letter of intent with Apollon Formularies PLC to acquire the global assets of Apollon. Apollon is a United Kingdom-based international natural biologics drug discovery company that utilizes artificial intelligence-based technology to develop therapeutics for patients globally. Apollon recently announced successful results of third party independent preclinical testing that demonstrated successful killing of breast cancer and prostate cancer cells in its oncology line of products. To date, the company has primarily concentrated on the use of natural cannabinoids, terpenes and mushroom compounds in its combinatorial formulations which include therapeutics for cancer, inflammatory diseases, addiction and chronic pain. Apollon has manufacturing and production operations in Jamaica and exclusive licence and sales agreements with multiple international companies to sell its products in the United States, Canada, Mexico, the European Union with extension to Morocco, Israel, South Africa and Thailand.

Under the terms of the binding LOI dated Sept. 12, 2023, following the successful completion of due diligence, 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 per cent of the enlarged share capital of Sproutly, posttransaction.

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 to again become active and trading on the Canadian Securities Exchange. The steps will proceed simultaneously with the due diligence period and the preparation and finalization of necessary transaction agreements for a closing of the transaction.

About Sproutly Canada Inc.

Sproutly is pursuing commercialization of aqueous phytorecovery process (APP) technology through partnerships in Canada, the EU, Australia, Jamaica and Israel -- the territories where Sproutly has licensed the rights from Infusion Biosciences Inc. Whole plant water-soluble Infuz2O and BioNatural oils produced by using APP deliver unique effects of different cannabis strains to produce differentiated consumer products in beverage, edible and topical formulations.

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