Stockwatch

Sproutly Canada Inc
Symbol	SPR
Shares Issued	265,246,157
Recent Sedar+ Documents

Sproutly, Apollon complete due diligence for asset buy

2023-11-21 10:57 ET - News Release

Subject: Sproutly Canada News Release PDF Document File: Attachment Sproutly Apollon Press Release FINAL 11212023 (issued by SPR).pdf Milestone Achieved: Sproutly and Apollon Formularies Conclude Due Diligence, Paving the Way for Asset Purchase Agreement and Transaction Finalization VANCOUVER, BC, November 21, 2023 In a noteworthy development, Sproutly Canada, Inc. (CSE: SPR, OTCQB: SRUTF, FSE: 38G) ("Sproutly") and Apollon Formularies, plc (AQUIS: APOL) ("Apollon") announce the completion of their due diligence of key assets of the companies. This marks a significant step forward as the companies set the stage for the finalization of the "Asset Purchase" transaction. Pending the requisite exchange and regulatory approvals, Sproutly is poised to acquire all global assets of Apollon. The diligence and efficiency demonstrated in the due diligence phase underscores the commitment of both companies to a seamless and expeditious transaction. At the heart of this transaction is the consolidation of indispensable synergistic assets, intellectual property, and international intellectual property licenses. Apollon, a UK-based international natural biologics drug discovery company, has intellectual property assets that are at the forefront of innovation in natural therapeutics, integrating cutting-edge artificial intelligence (AI) technology. Dedicated to patient well-being, Apollon recently unveiled the successful outcomes of third-party pre-clinical testing, affirming the efficacy of their oncology products in combating breast cancer and prostate cancer cells. Specializing in natural cannabinoids, terpenes, and mushroom compounds, Apollon's combinatorial formulations, shielded by robust intellectual property protection, focus on addressing critical medical challenges. These formulations span therapeutics for cancer, inflammatory diseases, and chronic pain. Apollon has strategically extended its reach by granting exclusive, royalty-based intellectual property licenses and sales agreements to a number of international partners. This expansion spans key regions, including the US, Canada, Mexico, the European Union, with recent extensions to Morocco, Israel, and South Africa. Sproutly, a pioneering Canadian enterprise, uniquely addresses the development of natural products with its Aqueous Phytorecovery Process (APP). Specializing in proprietary techniques, Sproutly employs APP to extract premium phytonutrients from cannabis and hemp, capturing their complete and proportional profiles. What sets APP apart is its ability to yield true water-soluble formulations of natural nutrients for medicinal applications and adult use consumer products without resorting to artificial chemical or physical techniques like nanoencapsulation and/or emulsification of extracted oils. Terms of the Apollon Sale: Under the terms of the binding LOI dated September 12, 2023, now that the due diligence has been satisfactorily completed by both companies, 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% of the enlarged share capital of Sproutly, post-transaction. If the transaction takes place with the number of outstanding Sproutly shares as are currently in issue, and at an anticipated deemed price of CAD$0.02 (the price at which the trading of common shares of Sproutly was suspended), the effective valuation of the disposal of Apollon's assets will be CAD$7million (approximately pounds sterling4.2million). If the number of Sproutly shares increases between now and the date of the transaction, the number of shares to be issued to Apollon will increase accordingly. Dr. Arup Sen, CEO of Sproutly stated "I am delighted to announce the successful completion of this due diligence phase with Apollon, marking a key milestone in our journey towards finalizing the Asset Purchase Agreement. The progress reflects our shared commitment to efficiency and diligence in navigating this transformative transaction. The integration of Apollon's cutting-edge AI-based therapeutic formulations development and Sproutly's APP technology to produce water soluble phytonutrients presents a unique opportunity. This collaboration signifies not just a milestone but a commitment to global innovation and diversification of our product portfolio. I look forward to working with Dr Stephen Barnhill and his expert team where together, we aim to pioneer the development of unique water soluble natural biologic products, setting new standards in enhanced bioavailability, innovative consumer products for adult use, therapeutic products that use reduced dosage, and extended product shelf life." Stephen D. Barnhill, MD, Chairman and CEO of Apollon expressed "I am thrilled to move ahead with the transaction, enabling Sproutly to acquire Apollon's assets. The convergence of assets held by both companies is poised to showcase that the collective synergy surpasses the sum of individual components. These combined assets encompass a spectrum of synergistic drug discovery technologies, pending patents, and proprietary intellectual property. We bring to the table successful pre-clinical and clinical testing, cutting-edge manufacturing and production laboratories, and a network of exclusive, royalty- based global licenses and sales agreements across a number of countries, promising the potential of substantial royalty revenue. Together, we possess the capability to pioneer the development of novel combinatorial therapeutic products. Collaborating with Dr. Arup Sen, I am enthusiastic about shaping what I believe will be a leading natural biologics drug discovery company, focused on creating innovative therapeutic products for imminent international distribution and sales." It is important to note that the completion remains contingent upon customary closing conditions, as well as exchange and regulatory approvals, and final due diligence for the period to the date of transaction completion. Further details regarding the transaction and its implications for both companies will be disclosed in subsequent updates. About Sproutly Canada, Inc. Sproutly is pursuing commercialization of Aqueous Phytorecovery Process ("APP") technology through partnerships in Canada, 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. Contact: Dr. Arup Sen, Chief Executive Officer and Director of Sproutly Canada, Inc. Email: investors@sproutly.ca Forward-Looking Statements Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward- looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the ability of the Company to file the Annual Filings within the time period described herein. These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: the Company being unable to file the Annual Filings in the proposed timeframe; the Company being able to successfully complete the due diligence under the LOI; the Company's ability to complete the proposed transaction. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that: the Company will be able to file the Annual Filings in the proposed time frame; the Company being able to successfully complete the due diligence under the LOI; the Company's ability to complete the proposed transaction. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.