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DJ AfriAg Global Plc Conditional investment in medicinal cannabis company

 
TIDMAFRI 
 
16 May 2019 
 
                               AfriAg Global PLC 
                          ('AfriAg' or the 'Company') 
 
    Conditional staged investment into Jamaican focused medicinal cannabis 
                            pharmaceutical company 
 
AfriAg Global PLC, a company whose shares are admitted to trading on London's 
NEX Exchange, is pleased to announce it has entered into a conditional 
subscription agreement to subscribe for shares in Apollon Formularies Ltd (" 
Apollon"). 
 
Background to the investment 
 
The Company has agreed with Apollon a UK incorporated company, to: (1) 
subscribe for 1.2 million shares in Apollon at a price per share of GBP0.25 
representing approximately 0.71 per cent. of Apollon's issued share capital for 
an aggregate investment amount of GBP300,000; and (2) subscribe for 2.8 million 
shares at a price per share of GBP0.25 representing approximately 1.63 per cent. 
of Apollon's issued share capital for an aggregate investment amount of GBP 
700,000, which investment is subject to receiving shareholder approval at the 
General Meeting (the "Investments"). 
 
Pursuant to the Investments the Company would need to raise approximately GBP1m 
to subscribe for a total of 4.0 million shares in Apollon, representing circa 
2.325 per cent. of Apollon's issued share capital. The Company is considering 
all options in relation to the fundraise. 
 
It should be noted that the par value of the Company's ordinary shares are 0.1 
pence per share. 
 
The Company is in discussions with the shareholders of Apollon to be granted 
right of first refusal to acquire all the issued and outstanding shares owned 
by those shareholders in consideration for the issue and allotment to those 
shareholders of new ordinary shares in the capital of the Company at a price of 
0.1 pence per new ordinary share ("Right of First Refusal") which values the 
transaction at circa GBP40,000,000. 
 
Following exercise of the Right of First Refusal, which will be subject to 
approvals from (as applicable) (1) all the necessary government authorities, 
including the cannabis licencing authority (in Jamaica); (2) regulatory 
authorities; (3) approvals from the Company's shareholders; and (4) approvals 
from the shareholders of Apollon, the existing shareholders of Apollon will 
hold circa 93.54 per cent. of the issued share capital of the Company. 
Following completion of the Investments and should the Company exercise the 
Right of First Refusal, the resulting enlarged group will be a vertically 
integrated medicinal cannabis group with operations in Jamaica and with plans 
to expand elsewhere throughout the world. 
 
A circular to shareholders in the Company is expected to be published shortly 
("Circular"). The Circular and notice of a general meeting of the Company to be 
held on 14 June 2019 ("General Meeting") to, inter alia, pass the resolutions 
required to authorise the directors of the Company to be able to issue and 
allot ordinary shares in order to fund the Company's ability to complete the 
Investments, is expected to be published shortly. Following its publication the 
Circular will be available on the Company's website at https:// 
www.afriagglobal.com/. 
 
David Lenigas, Executive Chairman of AfriAg Global PLC, commented; 
 
"AfriAg is one of the very few companies in the UK and indeed Europe that is 
capable of doing a transaction of this type in the legal medicinal cannabis 
sector. Once the Right of First Refusal is agreed and exercised we will be the 
first listed company in the UK to be a fully integrated medical cannabis 
pharmaceutical company. The first GBP300,000 proposed investment in to Apollon 
will be targeted towards opening Apollon's first revenue generation businesses 
at Doc's Place Wellness Center and Apollon's first dispensary and processing 
facility in Negril, Jamaica and will secure the option to acquire 660 acres of 
prime agricultural land for future cultivation expansion. I therefore urge 
shareholders to read this document carefully. 
 
Subject to the Right of First Refusal being agreed and entered into, the 
exercise of the Right of First Refusal may constitute a reverse takeover under 
Rule 57 of the NEX Rules." 
 
Business overview of Apollon and its assets 
 
Apollon, an international medicinal cannabis pharmaceutical company, 
principally conducts business through Apollon Formularies Jamaica Limited ("AFJ 
"), which is a government licensed medicinal cannabis company located in 
Jamaica. Apollon, both directly and through its subsidiaries and affiliates 
such as AFJ, has developed a suite of proprietary, trade secret, medical 
cannabis strains, technology, pharmaceutical products and therapeutic 
applications and AFJ is licensed and approved to cultivate, process, 
manufacture, perform research and develop, sell and distribute within the 
legalized hemp and medical cannabis industry in Jamaica. 
 
AFJ is licensed and approved to operate on the national (Federal) level in 
Jamaica via the following licenses and approvals: Retail (Therapeutic) License, 
Processing License, and Cultivation Conditional Approval pending final 
inspection of the cultivation facility all issued by the Cannabis Licensing 
Authority (CLA). AFJ has also received an approval Order for Cultivation and 
Clinical Trials. Together, these licenses and approvals allow for the 
cultivation, processing, manufacture, research and development, and retail 
sales of medical cannabis pharmaceuticals in Jamaica and, export 
internationally when the forthcoming regulations are finalized by the Jamaican 
government which is expected in the near future. It is expected that these 
regulations will allow legal export from CLA Licensed companies in Jamaica to 
any country where Apollon has purchase agreements and the laws of that country 
allow import of medical cannabis pharmaceutical products. 
 
Along with patient care and its research and development programme, Apollon, 
both directly and through subsidiaries and affiliates such as AFJ, has created 
and obtained proprietary hybrid medical cannabis pharmaceutical strains, 
technology, formulations, and treatment products. Many of these formulations 
were created using Apollon's proprietary artificial intelligence techniques and 
include: 
 
  * Apollon NAUSEAT 
 
  * Apollon PAINT 
 
  * Apollon SLEEPT 
 
  * Apollon ANTI-INFLAMMATORYT 
 
  * Apollon SEIZUREST 
 
  * Apollon APPETITET 
 
  * Apollon CANCERT(APMT) - High Times Cannabis Cup 1st Place Winner. 
 
The patient treatment side of AFJ's business is accomplished through physician 
managed clinical treatment wellness resorts and retail locations within 
Jamaica.  In particular, AFJ has an arrangement with Doc's Place International, 
Inc. ("Doc's Place"), which operates the Global Centre of Excellence for 
Medical Cannabis Therapy in Negril, Jamaica. Doc's Place is an in-patient and 
out-patient medical cannabis wellness resort, which is used by international 
and Jamaican patients needing access to licensed physicians with specific 
expertise in medical cannabis treatment and to be prescribed medical cannabis 
products as has been legalised in Jamaica since April, 2015. This wellness 
centre is located in Negril, on the western side of Jamaica and currently has 5 
in-patient treatment rooms and additional accommodations for circa 100 
out-patients, with plans to expand to an 80 to 100 room in-patient treatment 
resort with additional accommodations for circa 500 out-patients via the 
purchase or rental of a second ocean front wellness resort. Any licensed 
physician in Jamaica, including the physicians working at Doc's Place, can 
write prescriptions for AFJ's medical cannabis pharmaceuticals. 
 
The current research-driven areas of AFJ are focused upon the following: 
 
 1. Physician supervised clinical trials for patient outcomes validation, 
 
 2. Accurately determined appropriate disease and patient specific formulations 
    created using Apollon's State-of-the-Art proprietary artificial 
    intelligence techniques, 
 
 3. Quality dose controlled medical cannabis oil production, 
 
 4. Quality controlled legal growth of medical cannabis strains, 
 
 5. Extraction methodology, distillation, cannabinoid isolation, purification 
    and pharmaceutical manufacturing. 
 
 6. Consistent dosing globally and legally through Apollon's delivery systems 
    including one of the world's first medical cannabis 3D printer capable of 
    precise manufacturing of Apollon's dose - controlled pharmaceutical 
    formulations internationally , and 
 
 7. Global brand recognition per a consolidated strategy combined with 
    proprietary medical cannabis strains and products. 
 
AFJ's business objectives include the following items being accomplished in the 
near future: 
 
 1. Produce commercial volumes of high-grade, full-strength medical cannabis 
    oil that will be processed at its large scale federally legal processing 
    facility. This facility has State-of-the-Art laboratory extraction 
    equipment with a current capacity of producing approximately 15,000 grams 
    of the highest quality medical cannabis oil per day for retail sales in 
    Jamaica and export to all countries where legal import is allowed. Medical 
    cannabis oil is the primary ingredient for medical cannabis based 
    pharmaceuticals, nutraceuticals, cosmeceuticals, foods and beverages. 
 
 2. Initially cultivate Apollon medical cannabis strains in its current 
    greenhouse facility and expand to a 660 acre farm to be acquired or leased. 
    The Company understands this will allow AFJ to grow approximately 1600 
    pounds of medical cannabis flower per acre per year.As an additional source 
    of revenue, AFJ has established a medical cannabis collective pursuant to 
    which it intends to allow local Jamaican farmers and other international 
    companies to lease portions of its farm to grow medical cannabis strains on 
    a cost plus 20% basis grown through Apollon's farming infrastructure and 
    utilizing AFJ's licences. 
 

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 3. Own and operate multiple medical wellness resorts, Doc's Place facilities, 
    and retail locations throughout Jamaica offering Apollon's clinical trial 
    tested, pharmaceutical products as produced by AFJ including award-winning 
    Apollon CancerT used to treat cancer patients. 
 
 4. Establish and maintain a global market position. 
 
Apollon Formularies Jamaica, Limited 
 
Apollon holds an indirect 49% interest in the issued share capital of AFJ, a 
limited corporation existing under the laws of Jamaica, through an arrangement 
with Dr. Stephen D. Barnhill and is entitled to 95% of the net profit of the 
business of AFJ. Apollon has entered into an agreement with Dr Barnhill 
pursuant to which Dr Barnhill has agreed to assign his 49% interest (the 
maximum allowed under Jamaican law) of the stock in AFJ to Apollon immediately 
on approval of the assignment by the Cannabis Licensing Authority (CLA). In 
addition to such interests and rights as described above, AFJ currently has 
several asset purchase agreements and strategic partnerships in place to fulfil 
the mission of creating an all-encompassing, worldwide medical cannabis 
corporation that can satisfy the growing global market for legal, medical 
cannabis pharmaceuticals. 
 
Doc's Place International, Inc. 
 
Apollon has an exclusive right to acquire 90% of the stock of Doc's Place, a 
corporation organized and existing in the State of Georgia, USA, which includes 
its Wellness Center, the Global Centre of Excellence for Medical Cannabis 
Therapy located in Negril, Jamaica. In addition to such interest and right, 
there exists a leasing arrangement between AFJ and Doc's Place for AFJ to be 
the exclusive cannabis retail location and treatment operation located on the 
premises. 
 
CBev Ventures, Inc. 
 
Apollon also has an exclusive right to purchase the assets of CBev Ventures, 
Inc., a corporation organized and existing in the State of Georgia, USA 
("CBev"), a beverage company that develops, markets, distributes and sells 
functional and craft beverages in the legal hemp and medical cannabis industry. 
 
Roxy Industries Ltd. 
 
Following the acquisition of CBev, Apollon will hold through CBev an exclusive 
right to purchase the assets of Roxy Industries Ltd., a Jamaican company that 
bottles, cans, and packages beverages for its customers. 
 
Proposed Transaction Overview: 
 
  * The Company to subscribe for 1.2 million shares in Apollon at GBP0.25 per 
    share representing 0.71 per cent. of Apollon's issued share capital for an 
    aggregate investment amount of GBP300,000, conditional on being able to raise 
    the required funding; 
 
  * The Company to subscribe for a further 2.8 million shares in Apollon at a GBP 
    0.25 per share representing 1.63 per cent. of Apollon issued share capital 
    for an aggregate investment amount of GBP700,000, conditional upon the 
    resolutions at the General Meeting being passed and being able to raise the 
    required funding; 
 
    ·    The Company is in discussions with the shareholders of Apollon to be 
    granted the Right of First Refusal  to acquire all the issued and 
    outstanding shares owned by those shareholder in consideration for the 
    issue and allotment to those shareholders of new ordinary shares in the 
    capital of the Company at a price of 0.1 pence per new ordinary share which 
    values the transaction at circa GBP40,000,000. Following exercise of the 
    Right of First Refusal, which will be subject to all the necessary 
    regulatory and shareholder approvals, the existing shareholders of Apollon 
    will hold circa 93.54 per cent. of the issued share capital of the Company. 
 
  * Subject to the Right of First Refusal being exercised: 
 
  * The Company may add senior Apollon officials and representatives to the 
    board of the Company. 
 
      + The Company constitute a board of advisors, which will comprise of 
        certain members of the Company's management along with other 
        scientists, physicians and business executives including Dr. Anthony 
        Hall, a US Board Certified Neurosurgeon with special expertise in 
        medical cannabis pharmaceuticals, to join as Chief Medical Officer of 
        the Company 
 
Key Apollon Individuals 
 
About Dr. Stephen Barnhill (Proposed Chairman and Managing Director of the 
Company, subject to the Right of First Refusal being exercised) 
 
Dr. Stephen D. Barnhill is a physician, Fellowship trained in Laboratory 
Medicine and Board Certified by the American Board of Bioanalysis. Dr. Barnhill 
is currently Chairman and CEO of Doc's Place International, Inc., the first 
Global Centre of Excellence for Medical Cannabis Therapy in Negril, Jamaica, as 
well as, Chairman and CEO Apollon Formularies, Inc., a U.S. affiliate of 
Apollon Formularies Jamaica, Limited to which he also serves as President and 
Board Member. 
 
Dr. Barnhill has been a founder, Chairman and CEO of both private and public 
companies. He was most recently founder, Chairman and CEO of a U.S. publicly 
traded international biotech company, which he took from inception to 
profitability. In addition, he was founder, Chairman and CEO of BCL 
laboratories, LLC with operations in south-eastern U.S. which was acquired by 
Corning-MetPath, now Quest Diagnostics, the largest clinical laboratory in the 
world. Dr. Barnhill served as a Medical Director for Quest Diagnostics for 
approximately 5 years after the acquisition. Dr. Barnhill was also founder, 
Chairman and CEO of National Medical Specialty Labs, which was acquired by 
Horus Therapeutics Inc., a New York based pharmaceutical company. Dr. Barnhill 
served as President of Horus Therapeutics for several years after the 
acquisition. Dr. Barnhill is a pioneer in artificial intelligence machine 
learning (pattern recognition algorithms) and an inventor on more than 40 
patents including neural networks and support vector machines ("SVM") including 
the Hallmark SVM-RFE technique now cited by more than 10,000 publications. His 
patents were part of the intellectual property portfolio that won 1st Place out 
of 1600 publicly traded companies and was awarded the MICO award from MDB 
Capital for the most disruptive intellectual property portfolio. Dr. Barnhill's 
neural network patents were acquired by Johnson & Johnson. He is also an 
inventor on patents related to laboratory developed tests and tumour markers. 
His work includes expertise in the clinical laboratory involving clinical 
chemistry, haematology, microbiology, blood banking, toxicology and immunology, 
as well as diagnostic test development relating to cancers of the prostate, 
pancreas, breast and ovary, cytogenetics, flow cytometry, FISH and imaging in 
digital mammography, and funduscopic analysis of macular degeneration (AMD). He 
was part of the team that launched the first iPhone app using SVM for melanoma 
detection. Dr. Barnhill has negotiated and executed deals with many companies, 
including Pfizer, Corning-Metpath, Quest Diagnostics, Clarient (now GE 
Healthcare), LabCorp, NeoGenomics, Abbot, Bruker and others. He has published 
many peer reviewed papers with academics including those from MD Anderson 
Cancer Centre, Johns Hopkins University Medical Centre, Stanford University 
Medical Centre and others. He is a frequently invited speaker to medical 
conferences in the US and internationally. He has raised millions of dollars in 
start-up and ongoing financing for both private and public companies. 
 
Dr. Barnhill is or has been a Member or Fellow of the American College of 
Physician Inventors, the American College of International Physicians, the 
American Medical Association, the American College of Physician Executives, the 
American Association of Artificial Intelligence, the American College of 
Managed Care Medicine, the Association of Clinical Scientists, the American 
Society of Contemporary Medicine and Surgery, the American Society of Law, 
Medicine and Ethics, the Southern Medical Society, the American Federation for 
Clinical Research, the National Federation of Catholic Physicians and the 
Society of Cannabis Clinicians. 
 
About Dr. Herb Fritsche 
 
Herb Fritsche, Ph.D. is a world-renowned Clinical Chemist and was Professor of 
Laboratory Medicine and Chief of the Clinical Chemistry Section at The 
University of Texas, M.D. Anderson Cancer Centre in Houston, Texas. During his 
41 years at M.D. Anderson Cancer Centre, Dr. Fritsche focused his research 
activities on the development and validation of cancer diagnostics. Dr. 
Fritsche has participated in the validation and FDA clearance process for every 
commercial serum tumour marker product currently in use in the United States. 
 
Dr. Fritsche has served as President of the Clinical Ligand Assay Society 
(CLAS) and on many various national committees for both the CLAS and the 
American Association for Clinical Chemistry (AACC). He is a Fellow of the 
National Academy of Clinical Biochemistry and was awarded the National Award 
for Contributions in Education by the AACC; the Outstanding Clinical Chemist 
Award by the Texas Section, AACC; a Dean's Excellence Award from the University 
of Texas Graduate School of Biomedical Science; a Distinguished Scientist Award 
from the CLAS; the Johnson and Johnson Award for Outstanding Research and 
Contributions to Clinical Biochemistry from the National Academy of Clinical 
Biochemistry; the Morton K Schwartz Award for Outstanding Achievements in the 
field of Cancer Diagnostics from AACC; the Carl Jolliff Award for Lifetime 
Achievements in Immunology and Immunodiagnostics from the Immunology Division 
of the AACC; and most recently, the Morton K Schwartz for significant 
contributions to the development of cancer diagnostics from the New York Metro 
Division of the AACC. Dr. Fritsche served on the Expert Panel for developing 
Tumour Marker Practice Guidelines for the American Society of Clinical Oncology 
(ASCO) from its inception until his retirement, and he currently serves on the 
Laboratory Practice Guidelines Committee for the National Academy of Clinical 

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DJ AfriAg Global Plc Conditional investment in -3-

Biochemistry. In addition, he serves on the Editorial Board of six 
international scientific journals. Dr. Fritsche is a consultant/advisor to the 
National Cancer Institute and for some major international diagnostic companies 
and biotech start-up companies. Dr. Fritsche has published over 200 peer 
reviewed scientific papers, invited articles and book chapters. He holds 3 
patents. He has lectured extensively for many years at international and 
national meetings of medical and professional societies, and he is recognized 
internationally as an expert in the field of clinical chemistry, cancer 
diagnostics and laboratory medicine. 
 
Notice Regarding Forward-Looking Statements 
 
This announcement includes "forward-looking statements" involving the Company, 
the other entities referenced in this announcement, and the respective 
subsidiaries, affiliates and associates of the Company and such other entities 
(collective, the "Involved Entities"), which include all statements other than 
statements of historical facts, including, without limitation, those regarding 
the financial position, business strategy, plans and objectives of management 
for future operations, and any statements preceded by, followed by or that 
include forward-looking terminology such as the words "targets", "believes", 
"estimates", "expects", "aims", "intends", "will", "can", "may", "anticipates", 
"would", "should", "could" or similar expressions or the negative thereof. Such 
forward-looking statements involve known and unknown risks, uncertainties and 
other important factors beyond the control of the Involved Entities that could 
cause the actual results, performance or achievements of the Involved Entities 
to be materially different from future results, performance or achievements 
expressed or implied by such forward-looking statements. Such forward-looking 
statements are based on numerous assumptions regarding the present and future 
business strategies of the Involved Entities and the environment in which the 
Involved Entities will operate in the future. These forward-looking statements 
speak only as of the date of this announcement. The Company, on behalf of 
itself and each of the Involved Entities, expressly disclaims any obligation or 
undertaking to disseminate any updates or revisions to any forward-looking 
statements contained in this announcement to reflect any change in expectations 
of any Involved Entities with regard thereto or any change in events, 
conditions or circumstances on which any such statements are based. As a result 
of these factors, readers are cautioned not to rely on any forward-looking 
statement. 
 
The directors of the Company accept responsibility for the contents of this 
announcement. 
 
                                    -ENDS- 
 
For further information on AfriAg Global please visit the www.afriagglobal.com 
or please contact; 
 
AfriAg Global Plc: 
 
 
David Lenigas (Executive Chairman) 
+44 (0)20 7440 0640 
 
Peterhouse Capital Limited 
 
Guy Miller 
+44 (0)20 7469 0930 
 
 
 
END 
 

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