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AFRI - Afriag Global News Story

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Last Trade - 06/08/20

Sector
Industrials
Size
Micro Cap
Market Cap £1.90m
Enterprise Value £667k
Revenue £n/a
Position in Universe 1761st / 1819

AfriAg Global Plc: £1m Placing and Investment Update

Fri 24th May, 2019 1:57pm
24 May 2019

AfriAg Global PLC

(‘AfriAg’ or the ‘Company’)

£1 million Placing

and

Intention to commence 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 that, further to its news
release dated 16 May 2019, the Company has raised a total of £1,000,000
before expenses.

300 million new ordinary shares in the Company have been placed (the
"Subscription Shares") at a price of 0.10 pence per Subscription Share (the
"Subscription Price") to a number of placees (the "Subscription") raising
£300,000, before expenses. This Subscription is conditional only upon
admission of the Subscription Shares to trading on NEX Exchange ("Admission").
Application will be made for the Subscription Shares to be admitted to trading
on NEX and it is anticipated that Admission will occur on or about 30 May
2019.

In addition, the Company has conditionally placed a further 700 million new
ordinary shares in the Company (the “Conditional Shares”) at a price of
0.1 pence per Conditional Share (the “Conditional Price”) to a number of
placees (the “Conditional Subscription”) raising £700,000. Completion of
the Conditional Subscription is subject to shareholder approval of certain
resolutions to authorise the issue and allotment of the Conditional Shares at
a general meeting to be held on 19 June 2019 and conditional on admission to
these Conditional Shares to trading on NEX Exchange (“Conditional Shares
Admission”). The circular and notice of a general meeting of the Company to
be held on 19 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.

As previously announced, the Company has entered into a conditional
subscription agreement with Apollon Formularies Ltd (“Apollon”) and has
subscribed for (1) for 1.2 million shares in Apollon at a price per share of
£0.25 representing approximately 0.71 per cent. of Apollon’s issued share
capital for an aggregate investment amount of £300,000, subject to completing
the Subscription; and (2) 2.8 million shares at a price per share of £0.25
representing approximately 1.63 per cent. of Apollon’s issued share capital
for an aggregate investment amount of £700,000, which investment is subject
to receiving shareholder approval at the General Meeting (the
“Investments”).

Transaction History:

On 16 May 2019, the Company announced it had agreed with Apollon, a UK
incorporated company, to subscribe for shares in Apollon in a conditional
multi-stage investment transaction (the “Investments”).

The Company also advised on 16 May 2019 that 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
£40,000,000.

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.

David Lenigas, Executive Chairman of AfriAg Global PLC, commented;

“I’m please to close this Stage 1 Placing of £300,000. When these
proceeds are cleared, the first £300,000 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.

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.

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 NAUSEA™
*
Apollon PAIN™
*
Apollon SLEEP™
*
Apollon ANTI-INFLAMMATORY™
*
Apollon SEIZURES™
*
Apollon APPETITE™
*
Apollon CANCER™(APM™) – High Times Cannabis Cup 1(st) 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.
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 Cancer™ 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 £0.25 per share
representing 0.71 per cent. of Apollon’s issued share capital for an
aggregate investment amount of £300,000, conditional on being able to raise
the required funding;
*
The Company to subscribe for a further 2.8 million shares in Apollon at a
£0.25 per share representing 1.63 per cent. of Apollon issued share capital
for an aggregate investment amount of £700,000, 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 £40,000,000. 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 1(st) 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 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                                
                         +44 (0)20 7469 0930

Guy Miller/Fungai Ndoro



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