Final Results for the Year Ended 31 December 2022

Apollon Formularies plc

30 June 2023

Apollon Formularies Plc

Apollon Formularies plc (AQSE: APOL, "Apollon" or the "Company"), a UK based international pharmaceutical company trading on the Aquis Stock Exchange, that is licenced to research, develop, process, and sell medical cannabis therapeutic products that include legal medical cannabis to treat various illnesses under medical supervision, is pleased to announce its Final Results for the year ended 31 December 2022 (the 'Period').

Chairman's Report

Dear Shareholders,

I am pleased to present the Chairman's statement for Apollon Formularies plc for the year ended 31 December 2022. This has been a transformative year for the Group as we continued to make significant progress in our natural biologic drug discovery efforts identifying active pharmaceutical ingredients ("APIs") from natural sources found in nature and commercialising these products globally.

In keeping with our mission to develop pharmaceutical grade natural product therapeutic formulations, we have expanded our drug discovery efforts to now include functional mushrooms. In addition to our successful API discoveries with medical cannabis, our efforts have now demonstrated that combining APIs from medical cannabis with APIs found in functional mushrooms have proven to be synergistically beneficial in killing cancer cells in our independent third-party pre-clinical testing.

We hope that Apollon formulations will improve the lives of patients around the world where the Group has now expanded its reach through recent exclusive intellectual property licence agreements in the US, Canada, Mexico, Israel, and the European Union with extension to Morocco and South Africa.

Over the past year, we have made significant strides in advancing our product pipeline and strengthening our market position. I would like to highlight some of the key achievements:

Market Expansion

We have signed exclusive intellectual property licence agreements for manufacturing, distribution, and sale of Apollon products in the US, Canada, Mexico, Israel, the European Union with extension to Morocco and South Africa. These exclusive licences and strategic collaborations have enabled us to extend the reach of our product line and tap into new patient populations, which should drive revenue growth, including royalties on products sold, and diversify our future revenue streams.

Intellectual Property

In May 2022, Apollon announced that it had purchased certain intellectual property from Aion Therapeutic Inc ("the Agreement"). Under the terms of the Agreement, Apollon acquired the following patent applications and all associated supporting data including the pre-clinical testing results from BIOENSIS:

1. Compositions and Methods for Treatment of Cancers.

2. Compositions and Methods for Treatment of Inflammation.

3. Methods for Treatment of Human Cancers using Mushroom Compositions.

4. Methods for Treatment of Human Cancers using Cannabis Compositions.

Since acquiring these patent applications, Apollon has advanced the patent applications by filing National Phase applications in the following territories: the US, Canada, Mexico, Israel, and the European Union with extension to Morocco and South Africa. The Group also has patent applications pending in Jamaica, which were filed separately as Jamaica is not part of the Patent Cooperation Treaty ("PCT").

These national phase patent applications are the subject of the recently signed exclusive licences, which included upfront payments and ongoing royalties, for the protected territories.

Commercial Acquisition

In mid-2022 we were pleased to announce the acquisition of Citiva Jamaica, originally founded by Josh Stanley, Co-Founder of Charlotte's Web. This purchase gives Apollon ownership of a world class research, cultivation, manufacturing, and processing facility, affiliated with and located in the Medical School of the University of West Indies ("UWI") campus. The acquisition delivers on Apollon's previously stated desire to become a vertically integrated, globally recognised natural biologic drug discovery business providing treatments and medicines for various human afflictions with a specific focus on cancer.

We are in the process of completing GMP certification at UWI, Faculty of Medicine facility. Once this GMP certification has been achieved the Group expects to ramp up production of its high-quality natural biologic medical products. These medical products will continue to be distributed locally, in Jamaica, as well as in the broader Caribbean Community and the South African Development community via export sales as well as other markets currently experiencing high demand for natural biologic medicinal products. These products could be shipped to any countries where the APIs are legal.

Global Hemp Group

It was pleasing to announce post the financial period that Apollon had executed a binding Letter of Intent ("LOI") with Global Hemp Group ("GHG"), a publicly traded company on the Canadian Stock Exchange, for an exclusive licence to products covered by four of Apollon's patent applications in North America. Subsequent to the signing of the LOI, this exclusive licence agreement was extended to include the European Union with further extension to Morocco and Israel.

The exclusive licencing agreement was completed, and Apollon received a total of US$250,000 (C$341,000) in two distinct tranches from GHG and were issued 10 million common shares of GHG at a deemed price of C$0.015 per share, for total consideration of C$491,000.

In addition to the granting of the exclusive licence, the LOI allowed GHG to enter a due diligence period in which GHG would have the option to acquire all the assets of Apollon Formularies plc 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 total consideration of C$11,567,869. The initial due diligence period was extended, and we wait for GHG's final decision.

Legal and Ethical Commitment

At Apollon Formularies, we are committed to operating with the highest standards of regulatory compliance and sustainability. We continue to prioritise adherence to all relevant laws and regulations governing our industry. Our strong commitment to ethical practices and patient safety has further strengthened our reputation and trust amongst healthcare professionals and regulatory bodies.

Outlook

Looking ahead, we are optimistic about the future of Apollon Formularies. We remain committed to advancing our pipeline of innovative natural biologic products, expanding our global footprint, and delivering sustainable long-term growth. We continue to invest in research and development, patent protecting our discoveries, and leveraging cutting-edge artificial intelligence technologies and scientific advancements to develop breakthrough therapies that address unmet medical needs.

We are excited to have completed and filed the necessary national phase patent application through the PCT in the following territories: the US, Canada, Mexico, Israel, and the European Union with extension to Morocco and South Africa. The Group also has patent applications pending in Jamaica. These patent applications have resulted in significant upfront licencing fees and should continue to provide revenue to Apollon through product royalties. We continue to negotiate with additional potential licencees for additional expansion of our intellectual property rights and product sales globally.

We also look forward to the final decision from GHG on its due diligence.

We recognise that our success is driven by our people, and we have made significant investments in attracting and retaining top talent. Our team comprises experienced professionals who bring diverse expertise and perspectives to the Group, enabling us to maintain a competitive edge in the rapidly evolving natural biologic pharmaceutical industry.

Furthermore, we will maintain a disciplined approach to cost management while ensuring that we allocate resources strategically to support our growth initiatives. We are confident that our robust business model, and experienced leadership team will position us for continued success in the years to come.

In conclusion, I would like to express my gratitude to our shareholders for their unwavering support and confidence in our vision. I would also like to extend my appreciation to our dedicated employees, whose hard work and commitment have been instrumental in our achievements. We look forward to another year of growth and value creation for our shareholders and stakeholders.

Stephen D Barnhill M.D.

Executive Chairman

30 June 2023

The audit opinion contains the following statements:

"Material uncertainty related to going concern

We draw attention to note 2 in the financial statements under the heading 'Going concern' concerning the ability of the Group to continue as a going concern. The Group's forecasts and projections indicate that the Group does not have sufficient cash reserves and is highly dependent on its ability to raise additional funds through equity or debt finance or the expected sale proceeds from a highly probable sale of certain assets of the Group, which are held for sale and are expected to be completed by September 2023 as disclosed in note 27 of the financial statements. The fund raise or highly probable sale is expected to happen within twelve months of the date of the approval of these financial statements to continue its operations. The ability of the Group to raise additional funds is dependent upon investor appetite and prevailing market conditions.

As stated in note 2, these events or conditions, along with the other matters as set forth in note 2, indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the Group's ability to continue to adopt the going concern basis of accounting included

· Reviewing the cash flow forecasts prepared by management for the period of next 12 months corroborating, providing challenge to key assumptions, and reviewing for reasonableness;

· A comparison of actual results for the year to forecasts to assess the forecasting ability/accuracy of management;

· Reviewing post-year-end RNS announcements; and

· Assessing the adequacy of going concern disclosures within the Annual Report and Financial Statements.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Emphasis of matter paragraph - recoverability of trade receivables

We draw attention to note 4 in the financial statements, which describes the Group's recoverability assessment of the trade receivables balance of £483k (2021: £197k). This balance is receivable from the associate for services provided by the Group to the associates in the current and prior years. Management have explained their assessment over the recoverability within the critical accounting estimates and conclude this to be recoverable. The financial statements do not include the adjustment that would result if the Group was unable to fully recover this.

Our opinion is not modified in this respect. "

A copy of the annual report and financial statements will be available on the Company's website at https://www.apollon.org.uk/investor-relations/presentations-and-reports/

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

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/ Narisha Ragoonanthun gm@peterhousecapital.com

BlytheRay (Financial PR/IR-London)

Tel: +44 207 138 3204

Tim Blythe/Megan Ray/Matt Bowld apollon@blytheray.com

(Incorporated in the Isle of Man with company number 002845V)

Directors:

Registered Office:

Stephen D Barnhill, M.D. (Chief Executive Officer)

Nicholas Ingrassia (Non-Executive Director)

Nicholas Barnhill (Non-Executive Director)

Roderick McIllree (Non-Executive Director)

Herb Fritsche (Executive Director)

Quayside House

6 Hope Street

Castleton

Isle of Man, IM9 2AS

Consolidated statement of comprehensive income for the year ended 31 December 2022


		For the year ended 31 December 2022	For the year ended 31 December 2021
Continued operations	Note	£	£

Revenue	6	286,144	197,671
Cost of sales		-	-
Gross profit		286,144	197,671

Administrative expenses	7	(1,007,985)	(959,412)
Share on loss of an associate	25	(164,086)	(197,931)
Foreign exchange		213,137	6,723
Other net (losses)	8	(39,682)	(241,344)
Operating (loss)		(712,472)	(1,194,293)

Impairment	24	-	(1,332,464)
Finance income/(expense)	9	7,581	(3,799)
Loss before tax		(704,891)	(2,530,556)

Tax credit/(expense)		-	-
Loss for the year		(704,891)	(2,530,556)

Other comprehensive income:
Items that will or may be reclassified to profit or loss		-	-
Total comprehensive loss for the year attributable to the equity owners		(704,891)	(2,530,556)
Basic and diluted - pence	19	(0.093)	(0.462)
Weighted average number of ordinary shares parent
Basic and diluted	19	758,779,740	548,102,705

Statement of Financial Position as at 31 December 2022

		Group
		As at 31 December 2022	As at 31 December 2021
	Note	£	£
Non-current assets
Investment in Associate	25	2,996,788	2,379,981
		2,996,788	2,379,981
Current assets
Trade and other receivables	13	593,262	360,657
Cash and cash equivalents	14	389	304,986
		593,651	665,643
Asset held for Sale	27	384,056	-
Total assets		3,974,495	3,045,624

Current liabilities
Trade and other payables	15	1,096,292	83,016
Total liabilities		1,096,292	83,016
Net assets		2,878,203	2,962,608

Equity
Share premium	17	54,671,250	54,050,764
Share option reserve	18	85,363	85,363
Reverse acquisition reserve	24	(47,030,385)	(47,030,385)
Retained earnings		(4,848,025)	(4,143,134)
Total equity		2,878,203	2,962,608

The Financial Statements were approved and authorised for issue by the Board on 30 June 2023 and were signed on its behalf by:

Stephen D Barnhill M.D.

Executive Chairman

Consolidated statement of changes in equity for the year ended 31 December 2022

	Share capital	Share premium	Share option reserve	Reverse acquisition reserve	Retained earnings	Total
	£	£	£	£	£	£
Balance as at 1 January 2021	17,344	3,910,557	-	-	(1,612,587)	2,315,314
(Loss) for the period	-	-	-	-	(2,530,556)	(2,530,556)
Total comprehensive loss for the period	-	-	-	-	(2,530,556)	(2,530,556)
Transfer to reverse acquisition reserve	(17,344)	(3,910,557)	-	(47,030,385)	-	(50,958,286)
Recognition of AfriAg plc equity at acquisition date	-	11,704,388	-	-	-	11,704,388
Share issue for acquisition	-	40,000,000	-	-	-	40,000,000
Share issue for cash	-	2,500,000		-	-	2,500,000
Share issue costs	-	(153,624)		-	-	(153,624)
Warrants issued	-	-	85,363	-	-	85,363
Total transactions with owners, recognised directly in equity	(17,344)	50,140,207	85,363	(47,030,385)	-	3,177,841
Balance as at 31 December 2021	-	54,050,764	85,363	(47,030,385)	(4,143,134)	2,962,608

	Share capital	Share premium	Share option reserve	Reserve acquisition reserve	Retained earnings	Total
	£	£	£		£	£
Balance as at 1 January 2022	-	54,050,764	85,363	(47,030,385)	(4,143,134)	2,962,608
(Loss) for the period	-	-	-	-	(704,891)	(704,891)
Total comprehensive (Loss) for the period	-	-	-	-	(704,891)	(704,891)
Issue of shares - 19 May 2022	-	288,100	-	-	-	288,100
Issue of shares - 26 July 2022	-	332,386	-	-	-	332,386
Total transactions with owners, recognised directly in equity	-	620,486	-	-	-	620,486
Balance as at 31 December 2022	-	54,671,250	85,363	(47,030,385)	(4,848,025)	2,878,203

Consolidated cash flow statement for the year ended 31 December 2022


		For the year ended 31 December 2022	For the year ended 31 December 2021 (restated*)
	Note	£	£
Cash flows from operating activities
Net (loss) for the year		(704,891)	(2,530,556)
Adjustments for:
Share based payments	18	-	85,363
(Increase)/decrease in trade and other receivables		(232,605)	(24,768)
(Decrease)/increase in trade and other payables		858,863	(617,215)
Foreign exchange (gain)/loss		(213,138)	(18,406)
Share of loss of an associate	25	164,086	197,931
Net cash flows from operating activities		(127,685)	(2,907,651)

Investing activities
Purchase of intellectual property		(95,957)	-
Acquisition of Apollon Formularies PLC, net of cash acquired	24	-	1,332,464
Cash acquired upon acquisition of Apollon Formularies Ltd	24	-	17,542
Loans granted to associate	25	(235,367)	(402,189)
Net cash (outflow)/inflow in investing activities		(331,324)	947,817

Financing activities
Proceeds from share issue	17	-	2,500,000
Cost of share issue	17	-	(153,624)
Loan repayments		-	(83,925)
Loan granted from director	26	154,412	-
Proceeds from borrowings		-	-
Net cash inflow in financing activities		154,412	2,262,451

Net (decrease)/increase in cash and cash equivalents		(304,597)	302,617
Cash and cash equivalents at beginning of period		304,986	2,369
Cash and cash equivalents and end of period		389	304,986

Major non-cash transactions

On 19 May 2022, Apollon issued 4,348,679 ordinary shares at a price of £0.06625 per share in lieu of the acquisition of certain intellectual property, for a total consideration of £288,100.

On 26 July 2022, Apollon issued 18,465,910 ordinary shares at a price of £0.018 per share in lieu of the acquisition of Citiva Jamaica LLC for a total consideration of £332,386.

*share of loss of an associate has been correctly reclassified to the operating activities which was incorrectly classified in investing activities in the prior year financial statements. Therefore, the prior year cash flow statement has been restated accordingly.

Notes to the financial statements

1. General information

Apollon Formularies plc is a medicinal cannabis pharmaceutical company incorporated and registered in the Isle of Man. The Company's registered office is Quayside House, 6 Hope Street, Castletown, Isle of Man, IM9 1AS. The Company's ordinary shares are traded on the AQSE Exchange Growth Market as operated by Aquis Stock Exchange Ltd ("AQSE").

Information on the Group's structure is provided in Note 23. Information on other related party relationships of the Group is provided in Note 22.

2. Accounting policies

The principal accounting policies applied in the preparation of these Financial Statements are set out below (Accounting Policies or Policies). These Policies have been consistently applied to all the periods presented, unless otherwise stated.

2.1. Basis of preparing the Financial Statements

The Consolidated Financial Statements have been prepared in accordance with UK-adopted International Accounting Standards. The Financial Statements have also been prepared under the historical cost convention, except as modified for assets and liabilities recognised at fair value under business combinations and for derivatives.

The Financial Statements are presented in Pounds Sterling rounded to the nearest pound.

The preparation of Financial Statements in conformity with UK-adopted international accounting standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's Accounting Policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Financial Information are disclosed in Note 4.

a) Changes in Accounting Policies

i) New and amended standards adopted by the Group

The following new standards have come into effect this year however they have no impact on the Group:

· Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37);

· Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16);

· Annual Improvements to IFRS Standards 2018-2020 (Amendments to IFRS 1, IFRS 9, IFRS 16 and IAS 41); and

· References to Conceptual Framework (Amendments to IFRS 3).

ii) New UK-adopted International Standards and Interpretations not yet adopted

The following amendments are effective for the period beginning 1 January 2023:

· Initial application of IFSR 17 and IFRS 9 - Comparative Information (Amendment to IFRS 17)

· Amendments to IAS 1: Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting Policies

· Amendments to IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors - Definition of Accounting Estimates

· Amendments to IAS 12: Income Taxes - Deferred Tax related to Assets and Liabilities arising from a Single Transaction

The Group is evaluating the impact of the new and amended standards above which are not expected to have a material impact on the Group's results or shareholders' funds.

2.2. Basis of consolidation

The Consolidated Financial Statements consolidate the Financial Statements of the Company and the accounts of all of its subsidiary undertakings for all periods presented.

Subsidiaries are entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IFRS 3 either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.

Investments in subsidiaries are accounted for at cost less impairment.

Where considered appropriate, adjustments are made to the financial information of subsidiaries to bring the accounting policies used into line with those used by other members of the Group. All intercompany transactions and balances between Group enterprises are eliminated on consolidation.

2.3. Going concern

The Consolidated Financial Statements have been prepared on a going concern basis with a material uncertainty. The Directors are aware that the Group's ability to remain a going concern for at least 12 months from the approval of these financial statements is dependent on the Group's ability to raise further equity and/or debt finance, as well as the receipt of expected sale proceeds from the sale of certain assets to GHG (refer Note 27). This is expected to happen within the going concern period of the next 12 months.

Whilst the Directors acknowledge this has a high degree of uncertainty, in part due to current market volatility, they have a reasonable expectation that the Group will continue to be able to raise finance as required over this period despite the material uncertainty as discussed in the auditor's report. The Directors are also confident in completion of the sale of the assets to GHG. The Directors' will continue to seek investment opportunities for the Group. The Company intends to remain an Enterprise Company which may invest in the developing market for medicinal or therapeutic Cannabis based medicinal products, in legal jurisdictions. Thus, they continue to adopt the going concern basis of accounting in preparing the Financial Statements.

2.4. Foreign currencies

a) Functional and presentation currency

Items included in the Financial Statements are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The Financial Statements are presented in Pounds Sterling, rounded to the nearest pound, which is the parent company's functional currency. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. The Group uses the direct method of consolidation and on disposal of a foreign operation, the gain or loss that is reclassified to profit or loss reflects the amount that arises from using this method.

b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where such items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Income Statement. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Income Statement within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Income Statement within 'Other net gains/(losses)'.

Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss. Translation differences on non-monetary financial assets measured at fair value, such as equities classified as available for sale, are included in other comprehensive income.

2.5. Investments in subsidiaries

Investments in Group undertakings are stated at cost, which is the fair value of the consideration paid, less any impairment provision. The financial statements of the subsidiary are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group.

2.6. Investments in associates

An associate is an entity over which the Group has significant influence. Significant influence is the power to

participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies.

The considerations made in determining significant influence or joint control are similar to those necessary to determine control over subsidiaries. The Group's investment in its associate are accounted for using the equity method.

Under the equity method, the investment in an associate is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group's share of net assets of the associate since the acquisition date.

The statement of profit or loss reflects the Group's share of the results of operations of the associate. Any change in OCI of those investees is presented as part of the Group's OCI. In addition, when there has been a change recognised directly in the equity of the associate, the Group recognises its share of any changes, when applicable, in the statement of changes in equity. Unrealised gains and losses resulting from transactions between the Group and the associate are eliminated to the extent of the interest in the associate.

The financial statements of the associate are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group.

After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in its associate. At each reporting date, the Group determines whether there is objective evidence that the investment in the associate is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value, and then recognises the loss within 'Share of profit of an associate' in the statement of profit or loss.

Upon loss of significant influence over the associate or joint control over the joint venture, the Group measures and recognises any retained investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence or joint control and the fair value of the retained investment and proceeds from disposal is recognised in profit or loss.

2.7. Property, plant and equipment

Property, plant and equipment is stated at cost, less accumulated depreciation and any accumulated impairment losses. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the Income Statement during the financial period in which they are incurred.

Depreciation is provided on all property, plant and equipment to write off the cost less estimated residual value of each asset over its expected useful economic life on a declining balance basis at the following annual rates:

Leasehold improvements	20%
Production equipment	15%
Office equipment	15%

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised within 'Other net gains/(losses)' in the Income Statement.

2.8. Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand and are subject to an insignificant risk of changes in value.

2.9. Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

2.10. Reserves

Share Premium - the reserve for shares issued above the nominal value. This also includes the cost of share issues that occurred during the year.

Retained Earnings - the retained earnings reserve includes all current and prior periods retained profit and losses.

Share option reserve - the reserve for share options which have been granted by the Company.

Reserve acquisition reserve - represents a non-distributable reserve arising on the acquisition of Apollon Formularies Limited.

2.11. Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

Trade payables are recognised initially at fair value, and subsequently measured at amortised cost using the effective interest method.

2.12. Borrowings

Bank and other borrowings

Interest-bearing bank loans and overdrafts and other loans are recognised initially at fair value less attributable transaction costs. All borrowings are subsequently stated at amortised cost with the difference between initial net proceeds and redemption value recognised in the Income Statement over the period to redemption on an effective interest basis.

2.13. Taxation

No current tax is yet payable in view of the losses to date.

Deferred tax is recognised for using the liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the Group Financial Statements and the corresponding tax bases used in the computation of taxable profit. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.

In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets (including those arising from investments in subsidiaries), are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.

Deferred income tax assets are recognised on deductible temporary differences arising from investments in subsidiaries only to the extent that it is probable the temporary difference will reverse in the future and there is sufficient taxable profit available against which the temporary difference can be used.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

Deferred tax is calculated at the tax rates (and laws) that have been enacted or substantively enacted by the statement of financial position date and are expected to apply to the period when the deferred tax asset is realised or the deferred tax liability is settled.

Deferred tax assets and liabilities are not discounted.

2.14. Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods or services supplied in course of ordinary business, stated net of discounts, returns and value added taxes. The Group recognises revenue in accordance with IFRS 15 at either a point in time or over time, depending on the nature of the goods or services and existence of acceptance clauses.

Revenue from the provision of consultancy services is recognised as the services are rendered, in accordance with customer contractual terms.

2.15. Finance income and cost

Interest income and costs is recognised using the effective interest method.

2.16. Financial assets and liabilities

Financial assets

On initial recognition, financial assets are recognised at fair value and are subsequently classified and measured at: (i) amortised cost; (ii) fair value through other comprehensive income ("FVOCI"); or (iii) fair value through profit or loss ("FVTPL"). The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. A financial asset is measured at fair value net of transaction costs that are directly attributable to its acquisition except for financial assets at FVTPL where transaction costs are expensed. All financial assets not classified and measured at amortised cost or FVOCI are measured at FVTPL. On initial recognition of an equity instrument that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment's fair value in other comprehensive income.

For a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are 'solely payments of principal and interest (SPPI)' on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model. The classification determines the method by which the financial assets are carried on the statement of financial position subsequent to inception and how changes in value are recorded.

Impairment

An 'expected credit loss' impairment model applies, which requires a loss allowance to be recognised based on expected credit losses. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognised for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted at the financial asset's original effective interest rate, either directly or through the use of an allowance account, and the resulting loss is recognised in profit or loss for the period.

In a subsequent period, if the amount of the impairment loss related to financial assets measured at amortised cost decreases, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

Financial liabilities

Financial liabilities are designated as either: (i) FVTPL; or (ii) other financial liabilities. All financial liabilities are classified and subsequently measured at amortised cost except for financial liabilities at FVTPL. The classification determines the method by which the financial liabilities are carried on the statement of financial position subsequent to inception and how changes in value are recorded. Accounts payable and accrued liabilities is classified as other financial liabilities and carried on the statement of financial position at amortised cost.

Derivatives which are financial liabilities are initially recognised at fair value and are subsequently remeasured at fair value at each year-end prior to settlement. The movements in fair value in each period are recognised within other net gains/(losses) in the Consolidated Statement of Comprehensive Income.

2.17. Goodwill

Goodwill arises on the acquisition of subsidiaries and associates and represents the excess of the consideration transferred and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the net identifiable assets, liabilities and contingent liabilities of the acquiree. If the total of consideration transferred, non-controlling interest recognised and previously held interest measured at fair value is less than the fair value of the net assets of the subsidiary acquired, in the case of a bargain purchase, the difference is recognised directly in the Income Statement.

For the purpose of impairment testing, goodwill acquired in a business combination or reverse takeover is allocated to each of the cash-generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level.

Goodwill impairment reviews are undertaken annually, or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs to sell. Any impairment is recognised immediately as an expense and is not subsequently reversed.

2.18. Asset held for sale

Asset are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable. They are stated at the lower of carrying amount and fair value less costs to sell.

2.19. Intellectual property (IP)

IP assets (comprising patents) acquired by the Group as a result of a business combination are initially recognised at fair value or as a purchase at cost and are capitalised.

Internally generated IP costs are written off as incurred except where IAS 38 criteria, as described in research and development above, would require such costs to be capitalised.

The Group's view is that capitalised IP assets have a finite useful life and to that extent they should be amortised over their respective unexpired periods with provision made for impairment when required. Capitalised IP assets are not amortised until the Group is generating an economic return from the underlying asset and as such no amortisation has been incurred to date as the products to which they relate are not ready to be sold on the open market. When the trials are completed and the products attain the necessary accreditation and clearance from the regulators, the Group will assess the estimated useful economic like and the IP will be amortised using the straight-line method over their estimated useful economic lives.

3. Financial risk management

3.1. Financial risk factors

The Group's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.

Risk management is carried out by the management team under policies approved by the Board of Directors.

a) Market Risk

The Group is exposed to market risk, primarily relating to interest rate and foreign exchange. The Group has not sensitised the figures for fluctuations in interest rates and foreign exchange as the Directors are of the opinion that these fluctuations would not have a significant impact on the Financial Statements at the present time. The Directors will continue to assess the effect of movements in market risks on the Group's financial operations and initiate suitable risk management measures where necessary.

b) Credit Risk

Credit risk arises from cash and cash equivalents as well as exposure to customers including outstanding receivables. To manage this risk, the Group periodically assesses the financial reliability of customers and counterparties.

No credit limits were exceeded during the period, and management does not expect any losses from non-performance by these counterparties.

c) Liquidity Risk

The Group's continued future operations depend on the ability to raise sufficient working capital through the issue of equity share capital or debt. The Directors are reasonably confident that adequate funding will be forthcoming with which to finance operations. Controls over expenditure are carefully managed.

3.2. Capital risk management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern, in order to enable the Group to continue its investment activities, and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the issue of shares or sell assets to reduce debts.

The Group defines capital based on the total equity of the Company. The Group monitors its level of cash resources available against future planned operational activities and the Company may issue new shares in order to raise further funds from time to time.

4. Critical accounting estimates

The preparation of the Financial Statements in conformity with IFRSs requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amount of expenses during the year. Actual results may vary from the estimates used to produce these Financial Statements.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may vary from the estimates used to produce these Financial Statements and the key estimates and judgements are described below:

Going concern

The preparation of financial statements requires an assessment on the validity of the going concern assumption. The Directors have reviewed projections for a period of at least 12 months from the date of approval of the financial statements as well as potential opportunities. Any potential shortfalls in funding have been identified and the steps to which Directors are able to mitigate such scenarios and/or defer or curtail discretionary expenditures should these be required have been considered.

The Directors are aware that the Group's ability to remain a going concern for at least 12 months from the approval of these financial statements is dependent on the Group's ability to raise further equity and/or debt finance, as well as the receipt of expected sale proceeds from the sale of certain assets to GHG (refer Note 27). This is expected to happen within the going concern period of the next 12 months.

In approving the financial statements, the Board have recognised that these circumstances create a level of uncertainty. However, having made enquiries and considered the uncertainties outlined above, the Directors have a reasonable expectation that the Group will continue to be able to raise finance as required over this period to enable it to continue in operation and existence for the foreseeable future. Accordingly, the Board believes it is appropriate to adopt the going concern basis in the preparation of the financial statements.

Impairment of non-financial assets

Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

Share based payments

The Company may grant stock options to acquire common shares of the Company to Directors, Officers, employees and consultants. An individual is classified as an employee when the individual is an employee for legal or tax purposes or provides services similar to those performed by an employee.

The fair value of stock options is measured on the date of grant, using the Black-Scholes option pricing model, and is recognised over the vesting period. Consideration paid for the shares on the exercise of stock options is credited to share capital. In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at fair value of the share-based payment. Otherwise, share-based payments are measured at the fair value of goods or services received.

Recoverability of trade receivables

The Group considers the recoverability of the trade receivables to be a key area of judgment, and this is held at its carrying amount which is expected to be recovered from the counterparty (i.e., it's associate). The directors believe that the trade receivables balance at year end is recoverable based on the directors' expectation around the potential of associate's licences to generate sufficient economic benefits in the foreseeable future to repay this trade receivable to the Group.

5. Dividends

No dividend has been declared or paid by the Group during the year ended 31 December 2022 (31 December 2021: £Nil).

6. Revenue from contracts with customers

	Group
	For the year ended 31 December 2022 £	For the year ended 31 December 2021 £
Consultancy services	286,144	197,671
	286,144	197,671

Consultancy services were provided to Apollon Formularies Jamaica Limited, an associate of the Group.

7. Administrative Expenses

	Group
	For the year end 31 December 2022	For the year end 31 December 2021
	£	£
Directors' salaries	339,644	222,222
Directors' benefits	10,121	31,747
Employee salaries and wages	127,612	54,571
Audit	47,060	46,500
Accountancy	69,133	3,700
Exchange fees	34,447	22,553
Consulting and professional	308,273	388,708
Insurance	10,141	45,502
Office and administration	26,682	19,743
Travel and entertainment	14,802	17,263
Acquisition related fees	2,500	-
Share based payments	-	85,363
Advertising and marketing	13,559	11,548
Other	4,011	9,992
Total administrative expenses	1,007,985	959,412

During the year the Group (including its subsidiaries) obtained the following services from the Group's auditors and its associates:

	Group
	For the year ended 31 December 2022	For the year ended 31 December 2021
	£	£
Fees payable to the Group's auditor and its associates for the audit of the Consolidated Financial Statements	43,000	46,500
	43,000	46,500

8. Other net gains/(losses)

	Group
	For the year ended 31 December 2022	For the year ended 31 December 2021
	£	£
Loss of CBev option and loan	-	(218,910)
Gain on debt settlement of Directors fees	-	11,239
Other losses	(39,682)	(33,673)
	(39,682)	(241,344)

During the period, the Group wrote off a VAT balance of £27,106. The remainder of the losses were currency losses.

During the prior period, the right to purchase option to acquire CBev Ventures Inc was allowed to expire and subsequently the receivable was written off.

9. Finance income/(expense)

	Group
	For the year ended 31 December 2022	For the year ended 31 December 2021
	£	£
Interest income	7,581	3,799
	7,581	3,799

Interest income comprises 2% pa. interest on the loan to Apollon Formularies Jamaica Ltd.

During the year ended 31 December 2022, the Company entered into a loan agreement with Director Roderick McIllree. The term of the loan is 12 months (extendable for an additional 12 months by mutual agreement) and bears an interest rate of 8% pa. Roderick McIllree is also a shareholder of the Group (note 26).

10. Employee benefits expense

	Group
	For the year ended 31 December 2022	For the year ended 31 December 2021
	£	£
Salaries and wages	123,500	46,889
Social security contributions and similar taxes	3,752	6,937
Other employment costs	360	745
	127,612	54,571

The average monthly number of employees for the Company during the year was 2 (year ended 31 December 2021: 2) and the average monthly number of employees for the Group was 2 (year ended 31 December 2021: 2).

11. Directors' remuneration

As at 31 December 2022
	Fees and Salaries	Accrued Fees and Salaries	Benefits in kind	For the year ended 31 December 2022
	£	£	£	£
Nicholas Ingrassia	-	12,000	-	12,000
Stephen Barnhill	39,926	252,574	10,121	302,621
Nicholas Barnhill	1,638	10,362	-	12,000
Kevin Sheil	1,000	-	-	1,000
Roderick McIllree	-	11,000	-	11,000
Herbert Fritsche	-	11,144	-	11,144
	42,564	297,080	10,121	349,765

As at 31 December 2021
	Fees and Salaries	Accrued Fees and Salaries	Benefits in kind	For the year ended 31 December 2021
	£	£	£	£
Nicholas Ingrassia	-	9,478	-	9,478
Stephen Barnhill	195,097	-	31,747	226,844
Nicholas Barnhill	9,000	-	-	9,000
Kevin Sheil	8,647	-	-	8,647
	212,744	9,478	-	253,969

Nicholas Ingrassia's fees for the year ended 31 December 2021, totalling £9,478, have been accrued and remain unpaid as at 31 December 2022.

Stephen Barnhill's fees and benefits in kind are paid to Apollon Formularies Inc of which Stephen Barnhill is the sole director. Notwithstanding a fee of £292,500 was recognised for the year ended 31 December 2022 to Apollon Formularies Inc. are for the services of two Executives being a Chief Executive Officer (Stephen Barnhill Snr) and the Chief Operating Officer (Stephen Barnhill Jnr). A further £10,121 was paid to Apollon Formularies Inc. for health insurance costs. Nicholas Barnhill fees are paid via Apollon Formularies Inc.

Stephen Barnhill, Nicholas Barnhill, Nicholas Ingrassia and Kevin Sheil were appointed on 12 April 2021. Kevin Sheil resigned on 27 January 2022. Roderick McIllree was appointed 11 January 2022. Herbert Fritsche was appointed 26 January 2022.

12. Taxation

	For the year end 31 December 2022	For the year end 31 December 2021
	£	£
Total Current tax	-	-
Total tax in the Income Statement - credit/(expense)	-	-

The tax charges for the period use the standard rate applicable in the Isle of Man of 0% (2021- 0%).


	For the year end 31 December 2022	For the year end 31 December 2021
	£	£
Profit/(loss) on ordinary activities before tax	(704,891)	(2,530,556)
Tax on loss on ordinary activities at standard CT rate of 0%	-	-
Profit/(Losses) arising in territories where no tax is charged	(704,891)	(2,530,556)

The Group has tax losses of approximately £410,094 (2021: loss of £384,127) available to carry forward against future taxable profits in its UK subsidiary. A deferred tax asset has not been recognised because of uncertainty over future taxable profits against which the losses may be utilized. The applicable tax rate for its UK Subsidiary, Apollon Formularies Ltd is 19% (2021: 19%)

13. Trade and other receivables

	Group
Current:	For the year end 31 December 2022	For the year end 31 December 2021
	£	£
Receivables - due from associate	483,815	197,671
Prepayments	4,064	6,604
VAT receivables	8,590	120,429
Other receivables	96,793	35,953
	593,262	360,657

14. Cash and cash equivalents

	Group
	For the year end 31 December 2022	For the year end 31 December 2021
	£	£
Cash at bank and on hand	389	304,986
	389	304,986

The carrying amounts of the Group's cash and cash equivalents are denominated in pounds sterling.

15. Trade and other payables

	Group
Current:	For the year end 31 December 2022	For the year end 31 December 2021
	£	£
Trade payables	396,462	32,269
Accrued liabilities	429,777	50,747
Directors Loan	154,412	-
Tax and payroll	19,684	-
Other creditors	95,957	-
	1,096,292	83,016

The carrying amounts of the Group's trade and other payables are denominated in pounds sterling.

16. Financial instruments by category

Consolidated	For the year end 31 December 2022
	At amortised cost	Total
Assets per Statement	£	£
Trade and other receivables (excluding prepayments)	589,198	589,198
Cash and cash equivalents	389	389
	589,587	589,587

	At amortised cost	Total
Liabilities per Statement	£	£
Trade and other payables (excluding non-financial liabilities)	666,514	666,514
	666,514	666,514

The Group's financial instruments comprise cash at bank and payables which arise in the normal course of business. It is, and has been throughout the period under review, the Group's policy that no speculative trading in financial instruments shall be undertaken. The Group has been solely equity funded during the period. As a result, the main risk arising from the Group's financial instruments is currency risk. The Group's financial instruments are held at fair value through profit or loss.

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 2 of the accounts.

Interest rate risk and liquidity risk

As the Group has no interest-bearing bank loans and overdrafts, and interest rate on the directors' loan is fixed, it only has limited interest rate risk. The impact is on income and operating cash flow and arises from changes in market interest rates. Cash resources are held in current, floating rate accounts.

Currency risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Jamaican Dollar (JMD) and the British Pound Sterling (GBP or £). Assets held for sale are exposed to foreign exchange risk arising on Canadian Dollar (CAD or C$) and United States Dollar (USD or US$). Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations.

As at 31 December 2022, if Jamaican Dollar lost or gained 10 per cent. against the British Pound Sterling, the impact on comprehensive income would have been as follows:

Impact on comprehensive income	31 December 2022 Group
	£
+10% JMD/GBP	16,409
-10% JMD/GBP	(16,409)

Fair values

Cash and cash equivalents (which are presented as a single class of assets on the face of the balance sheet) comprise cash held by the Group with an original maturity of three months or less. The carrying amount of these assets approximates their fair value.

The directors consider there to be no material difference between the book value of financial instruments and their values at the balance sheet date.

17. Share capital and share premium

	Number of shares	Share capital	Share premium	Total
		£	£	£
Issued and fully paid
As at 31 December 2020	31,710,011	17,344	3,910,557	3,927,901
Transfer to reverse acquisition reserve	(31,710,011)	(17,344)	(3,910,557)	(3,927,901)
Recognition of AfriAg plc equity at acquisition date	31,710,011	-	11,704,388	11,704,388
13 April 2021 - Investment in Apollon Limited	666,666,666	-	40,000,000	40,000,000
14 April 2021	50,000,000	-	2,500,000	2,500,000
Cost of capital	-	-	(153,624)	(153,624)
As at 31 December 2021	748,376,677	-	54,050,764	54,050,764
Issue of shares - 19 May 2022	4,348,679	-	288,100	288,100
Issue of shares - 26 July 2022	18,465,910	-	332,386	332,386
As at 31 December 2022	771,191,266	-	54,671,250	54,671,250

On 27 November 2019 at a General Meeting of the AfriAg plc it was approved that the Ordinary Shares were consolidated to new Ordinary Shares with no par value. Therefore, the share capital balance at 31 December 2021 is nil. Due to the reverse takeover, the share capital comparative stated in 2019 and 2020 is that of Apollon Formularies Limited.

On 13 April 2021, the proposed reverse takeover of Apollon Formularies Limited had completed. The Company acquired the full share capital of Apollon Formularies Limited via the issuance of 666,666,666 shares based on 3.95 consideration shares being issued for every 1 ordinary share in Apollon Formularies Limited. The acquisition constitutes a reverse acquisition as the shareholders of Apollon Formularies Limited will acquire control of Apollon Formularies Plc (formerly AfriAg Global plc).

On 13 April 2021, the Company issued 50,000,000 Ordinary Shares at a price of 5 pence per share raising a total of £2,500,000.

On 19 May 2022, Apollon issued 4,348,679 ordinary shares at a price of £0.06625 per share in lieu of the acquisition of certain intellectual property.

On 26 July 2022, Apollon issued 18,465,910 ordinary shares at a price of £0.018 per share in lieu of the acquisition of Citiva Jamaica LLC.

18. Share Option Reserve

Share options and warrants

Share options and warrants outstanding and exercisable at the end of the period have the following expiry dates and exercise prices:

Vesting date

Expiry date

Exercise price

31 December 2022

31 December 2021

13/04/2021

13/04/2026

0.055

4,000,000

The Group has no legal or constructive obligation to settle or repurchase the options or warrants in cash. During the period ended 31 December 2021, the 4,000,000 warrants fully vested and therefore the charge was recognised in full.

The fair value of the share options and warrants was determined using the Black Scholes valuation model. The parameters used are detailed below:

			2021 Warrants
Granted on:			13/04/2021
Life (years)			5 years
Exercise price (pence per share)			5.5 p
Risk free rate			1.56%
Expected volatility			24.40%
Expected dividend yield			-
Marketability discount			20%
Total fair value (£000)			85,363

The expected volatility of the 2021 warrants has been calculated based on volatility for the six month period post the date of grant due to unavailability of data. The risk-free rate of return is based on zero yield government bonds for a term consistent with the warrant life. A reconciliation of warrants granted over the period to 31 December 2022 is shown below:

	31 December 2022		31 December 2021
	Number	Weighted average exercise price (£)	Number	Weighted average exercise price (£)
Outstanding at beginning of period	4,000,000	0.055	-	-
Granted	-	-	4,000,000	0.055
Outstanding as at period end	-	-	4,000,000	0.055
Exercisable at period end	4,000,000	0.055	4,000,000	0.055

	31 December 2022				31 December 2021
Range of exercise prices (£)	Weighted average exercise price (£)	Number of shares	Weighted average remaining life expected (years)	Weighted average remaining life contracted (years)	Weighted average exercise price (£)	Number of shares	Weighted average remaining life expected (years)	Weighted average remaining life contracted (years)
0.05 - 0.15	0.055	4,000,000	4.2	4.2	0.055	4,000,000	4.2	4.2

During the period there was a charge of £nil (31 December 2021: £85,363) in respect of and warrants.

19. Earnings per share

For the period ended 31 December 2022, the calculation of the total basic loss per share of (0.093) pence is calculated by dividing the loss attributable to shareholders of £704,891 by the weighted average number of ordinary shares of 758,779,740 in issue during the period.

20. Fair Value of Financial Assets and Liabilities Measured at Amortised Costs

Financial assets and liabilities comprise the following:

· Trade and other receivables

· Cash and cash equivalents

· Trade and other payables

The fair values of these items equate to their carrying values as at the reporting date.

The ageing of trade receivables for the Group is as follows:

	Group
As at 31 December 2022	Less than 6 months	6 - 12 months	Total
	£	£	£
Trade receivables	190,018	293,797	483,815
Prepayments	4,064	-	4,064
VAT receivables	8,590	-	8,590
Other receivables	-	96,793	96,793
	202,672	390,590	593,262

	Group
As at 31 December 2021	Less than 6 months	6 - 12 months	Total
	£	£	£
Trade receivables	197,671	-	197,671
Prepayments	6,604	-	6,604
VAT receivables	22,825	97,604	120,429
Other receivables	-	35,953	35,953
	227,100	133,557	360,657

The carrying amounts of the Group's trade receivables are denominated in pounds sterling. 'Other receivables' are held in US dollar.

The directors believe that the trade receivables balance at year end is recoverable based on the directors' expectation around the potential of associate's licences to generate sufficient economic benefits in the foreseeable future to repay this trade receivable to the Group.

The ageing of trade payables for the Group is as follows:

	Group
As at 31 December 2022	Less than 6 months	6 - 12 months	Between 1 and 2 years	Total
	£	£	£	£
Trade payables	195,802	185,628	15,032	396,462
Accruals	292,174	128,125	9,478	429,777
Directors Loan	154,412	-	-	154,412
Tax and payroll	-	19,684	-	19,684
Other creditors	-	95,957	-	95,957
	642,388	429,394	24,510	1,096,292

	Group
As at 31 December 2021	Less than 6 months	6 - 12 months	Between 1 and 2 years	Total
	£	£	£	£
Trade payables	32,269	-	-	32,269
Accruals	50,747	-	-	50,747
	83,016	-	-	83,016

The carrying amounts of the Group's trade and other payables are denominated in the following currencies:

	Group
	31 December 2022	31 December 2021
	£	£
UK Pounds	920,880	77,991
US Dollar	157,403	875
Jamaican Dollar	18,009	4,150
	1,096,292	83,016

All cash and cash equivalents are held in pounds sterling.

21. Capital Commitments and Contingencies

The Group is not aware of any material personal injury or damage claims open against the Group. There are no non-cancellable capital commitments as at the balance sheet date. The Group has no contingent liabilities at the balance sheet date.

22. Related party transactions

Loan from Apollon Formularies plc to Apollon Formularies Limited

As at 31 December 2022 there were amounts receivable of £103,860 from Apollon Formularies Limited (31 December 2021: £202,023)

All intra Group transactions are eliminated on consolidation.

Loan and Other Receivables from Apollon Formularies plc to Apollon Formularies Jamaica Ltd

As at 31 December 2022 there were loan amounts receivable of £969,943 from Apollon Formularies Jamaica (31 December 2021: £402,189).

As at 31 December 2022 there were other amounts receivable from Apollon Formularies Jamaica Ltd of £483,815 (31 December 2021: £197,671)

Loan from Apollon Formularies Limited to Apollon Formularies Jamaica Ltd

As at 31 December 2022 there were amounts receivable of £2,026,845 from Apollon Formularies Jamaica Ltd (31 December 2021: £1,813,705).

Loan from Apollon Formularies plc to Doc's Place International Inc.

As at 31 December 2022 there were amounts receivable of £76,709 from Docs Place International Inc. Doc's Place International Inc. shares a common director, being Stephen Barnhill (31 December 2021: £20,383)

Loan from Roderick McIllree to Apollon Formularies plc

As at 31 December 2022 there were amounts payable of £154,412 to Director Roderick McIllree (Note 26) (31 December 2021: £Nil)

Loan from Apollon Formularies plc to Citiva Jamaica

As at 31 December 2022 there were amounts receivable from Citiva Jamaica of £4,515 (31 December 2021: £Nil)

Other transactions

Apollon Formularies, Inc., a company of which Stephen Barnhill is a director, recognised a fee of £292,500 for the services of two Executives, being a Chief Executive Officer (Stephen Barnhill Snr) and the Chief Operating Officer (Stephen Barnhill Jnr) (31 December 2021: £195,097). A further £10,121 was paid to Apollon Formularies, Inc. for health insurance costs (31 December 2021: £20,383).

Nicholas Barnhill's fees of £12,000 for the year ended 31 December 2022 were recognised via Apollon Formularies, Inc (31 December 2021: £9,000).

As at 31 December 2022 there were total amounts payable of £306,558 to Directors. For a breakdown of the accrued salaries throughout the year, refer to Note 11 (31 December 2021: £9,478).

23. Subsidiary undertakings

Name of subsidiary	Country of incorporation and place of business	Proportion of ordinary shares held by parent (%)	Proportion of ordinary shares held by the Group (%)	Nature of business
Apollon Formularies Ltd	England & Wales	100%	100%	Medical cannabis pharmaceutical

The subsidiaries of the Group are as below:

Apollon Formularies Ltd holds a 49% indirect interest in Apollon Formularies Jamaica Ltd.

24. Reverse Acquisition

On 13 April 2021 the Group acquired 100% of the share capital of Apollon Formularies Limited (the 'Legal Subsidiary') for 666,666,666 Consideration Shares at a deemed valuation of 6 pence per share, valuing the Company at £40,000,000, in addition to an investment of £1,160,000 already held in Apollon Formularies Limited. Through this acquisition of the Legal Subsidiary, the Group acquired a 49% interest in Apollon Formularies Jamaica Limited ("Apollon Jamaica"), a company incorporated in Jamaica. As a result of the acquisition, the Group will be able to conduct operations in the medicinal cannabis pharmaceutical sector.

The acquisition has been treated as a reverse acquisition and hence accounted for in accordance with IFRS 2. Although the transaction resulted in Apollon Formularies Limited becoming a wholly owned subsidiary of the Company, the transaction constitutes a reverse acquisition as the previous shareholders of Apollon Formularies Limited own a substantial majority of the Ordinary Shares of the Company and the executive management of Apollon Formularies Limited became the executive management of Apollon Formularies plc. In substance, the shareholders of Apollon Formularies Limited acquired a controlling interest in the Company, and the transaction has therefore been accounted for as a reverse acquisition. The reverse acquisition falls under IFRS 2 rather than IFRS 3 as the activities of Apollon Formularies plc (previously AfriAg plc and the 'Legal Parent') do not constitute a business.

The following table summarises the consideration paid for the Legal Parent through the reverse acquisition and the amounts of the assets acquired and liabilities assumed on the acquisition date. The financial comparatives relate to the Legal Subsidiary rather than the Legal Parent as the consolidated financial statements represent a continuation of the financial statements of the Legal Subsidiary.

In accordance with IFRS 2, the value of obtaining the listing under a reverse acquisition is calculated on the net assets of the legal parent. The share-based payment of £1,332,464 arising from the acquisition is attributable to the value of the parent company being an AQSE listed entity to the Legal Subsidiary.

Consideration at 13 April 2021	£
Equity instruments in issue (31,710,011 ordinary shares £0.06 each)	1,902,600
Total consideration	1,902,600

Recognise amounts of identifiable assets acquired and liabilities assumed
Cash and cash equivalents	17,542
Trade and other receivables	1,163,047
Trade and other payables	(610,452)
Total identified net assets	570,136
Share based payment for obtaining listing	1,332,464

In a reverse acquisition the acquisition date fair value of the consideration transferred by the Legal Subsidiary is based on the number of equity instruments that the Legal Subsidiary would have had to issue to the owners of the Legal Parent to give the owners of the Legal Parent the same percentage of equity interests that results from the reverse acquisition. However, in the absence of a reliable valuation of the Legal Subsidiary, the cost of the reverse acquisition was calculated using the fair value of all the pre-acquisition issued equity instruments of the Legal Parent as at the date of the acquisition. The fair value was based on the published price of the Legal Parent shares immediately prior to the acquisition being £0.06 per share.

Acquisition related costs of £437,667 were recognised in the Legal Parent's profit or loss. These costs were incurred prior to the date of the acquisition and have therefore been eliminated on consolidation along with other pre-acquisition losses in the Legal Parent in accordance with the requirements of IFRS 2.

The fair values of the recognised amounts of identifiable assets acquired and liabilities assumed equate to their carrying values as stated above.

The Legal Parent did not contribute any revenue to the Group since the acquisition on 13 April 2021. The Group statement of comprehensive income includes an operating loss of £2,530,556 in the period since acquisition, which is attributable to the Legal Parent. Had the Legal Parent been consolidated from 1 January 2021, the consolidated statement of comprehensive income would show revenue of £nil and a loss of £3,014,420.

The following table summarises the movements in the Reverse Acquisition Reserve for the period:

	£
Opening balance	-
Investment in Legal Subsidiary	(41,160,000)
Elimination of Legal Parent share capital	3,927,901
Share based payment	1,332,464
Transfer of pre-acquisition retained losses	(11,130,750)
	(47,030,385)

25. Associate

On 28 September 2018, the Legal Subsidiary acquired a right to receive a 49% equity interest in Apollon Formularies Jamaica Limited ("Apollon Jamaica"), a company incorporated in Jamaica, upon approval by the Cannabis Licensing Authority (CLA) of Jamaica for Company to so own such equity in a medically licensed cannabis company. In the interim, the Company entered into a contract with Apollon Jamaica whereby the Company receives 95% of the net profits of Apollon Jamaica. The Legal Subsidiary also entered into a contract with its shareholder, Stephen D. Barnhill, M.D., who is the person presently recognised as the owner of such 49% equity interest in Apollon Jamaica, that he: (i) pledges to assign such equity to Company upon CLA approval of Company being an owner, (ii) commits to vote the equity he holds in Apollon Jamaica in accordance with such assignment obligation to the extent permitted by law, and (iii) will participate as a director of Apollon Jamaica and act when voting in a way that is consistent with such equity commitments to the Company to the extent permitted by law.

Apollon Jamaica is accounted for as an associate because the Legal Subsidiary has significant influence over it, has a representative serving as a director who participates in its policy-making process, and has engaged in material transactions with it that includes loans and a right to receive 95% of its profits.

These factors have been determined to be sufficient to meet the requirements of IAS 28 even though the Company does not presently own any equity in Apollon Jamaica and, once it does, will only receive a 49% share of the return on investment (which will come from the 5% net income) and only have 49% voting rights.

As an associate, Apollon Jamaica is accounted for on an equity accounting basis.

The carrying value of the investment in the associate is determined as follows:

	31 December 2022 £
Investment in associate
At beginning of period	164,086
Share of loss in associate	(164,086)
At end of period	-

Loans to Associate
At beginning of period	2,215,895
Loans granted	567,755
Foreign exchange	213,138
At end of period	2,996,788
Total	2,996,788

The loans to Apollon Formularies Jamaica for a total value of £2,996,788 has been assessed for recoverability, and thus the Directors have concluded that the loan is recoverable.

The Company's share of Apollon Jamaica result for the year was a loss of £164,086 (2021: loss of £197,931) of a total loss of £655,718 (2021: total loss of £403,941). The share of the loss in associate for the year ended 31 December 2022 is restricted to the carried forward investment in associate. As a result, the remaining investment balance carried forward from the period ended 31 December 2021, is reduced to £nil.

The associate had no contingent liabilities or capital commitments as at 31 December 2022 and 2021.

The following table illustrated the summarised financial information of Apollon Formularies Jamaica Limited at 31 December 2022.

	31 December 2022 £			31 December 2021 £
Current assets	25,507			24,893
Non-current assets	369,957			2,441
Current liabilities	528,485			-
Non-current liabilities	969,944			402,189
Equity	1,102,965			374,854
		31 December 2022 £	31 December 2021 £
Revenue		2,710	13,958
Cost of sales		-	(6,568)
Administrative expenses		(658,428)	(411,330)
Loss before tax		(655,718)	(403,941)

26. Directors Loan

	31 December 2022 £
Opening balance	-
Loans granted	142,974
Interest	11,438
Closing balance	154,412

27. Asset Held for Sale

On 9 January 2023, the Company entered into a binding letter of intent ("LOI") with Global Hemp Group Inc. ("GHG"), pursuant to which the Company granted a perpetual exclusive licence of certain intellectual property for use in Canada, the United States and Mexico, in exchange for 10,000,000 GHG Shares and a payment of US$250,000. This includes, but is not limited to, four key patent applications as described below, including any continuations, divisional, and continuations-in-part, along with the use of any and all associated preclinical and clinical data relating to the patents and proprietary technology (the "IP").

The patents are registered under the International Patent System (PCT) and are also registered in Jamaica. This exclusive perpetual licence will cover Canada, the United States and Mexico, for the four patents below and all associated supporting data:

· Compositions and Methods for Treatment of Cancers;

· Compositions and Methods for Treatment of Inflammation;

· Methods for Treatment of Human Cancers Using Cannabis Compositions;

· Methods for Treatment of Human Cancers Using Mushroom Compositions;

The LOI also provided for a due diligence period of 60 days (which time period was later extended by agreement). If both parties are satisfied with the results of the due diligence, GHG will have the exclusive option to acquire all the Assets of Apollon Formularies plc, other than cash, cash equivalents, and receivables, for a payment of 771,191,266 GHG common shares at a deemed price of C$0.015 per GHG common share, for a total consideration of C$11,567,86. If GHG and the Company are satisfied with their due diligence reviews, GHG will also acquire the Assets, including full ownership of the four patent applications listed above. In summary, the Disposal will also consist of:

· The BIOENSIS preclinical data reflecting the independent testing of cannabis and mushroom formulations.

· The Company's contract right to receive a 49% equity interest in Apollon Jamaica, subject to approval by the CLA.

· The Company's contract right to receive 95% of the net profits of Apollon Jamaica.

Therefore, the Directors determine that certain intangible and tangible Apollon Formularies plc assets be classified as an asset held for sale as at 31 December 2022.

The initial due diligence period was extended, and we wait for GHG's final decision within the next 3 months.

The value of Asset Held for Sale is the expected sale proceeds from GHG, being the total consideration of shares and cash, converted into pounds sterling using the exchange rates on 9 January 2023 being 0.83 and 0.61, US dollar and Canadian dollar, respectively.

Asset Held for Sale of £384,056 ("GHG Consideration") consists of the following assets:

31 December 2022

31 December 2021

Intellectual property

384,056

The intellectual property, which comprises of patents, was acquired during the year ended 31 December 2022 for a total consideration of £384,056, comprising £95,957 cash and the issuing of 4,348,679 ordinary shares in the Company.

28. Ultimate Controlling Party

The Directors believe there is no ultimate controlling party.

29. Events After the Reporting Date

On 9 January 2023, the Group entered into a binding letter of intent ("LOI") with Global Hemp Group Inc. ("GHG"), pursuant to which the Group granted a perpetual exclusive licence of certain intellectual property for use in Canada, the United States and Mexico, in exchange for 10,000,000 GHG Shares and a payment of US$250,000. GHG will also have the exclusive option to acquire all the Assets of Apollon for a payment of 771,191,266 GHG common shares at a deemed price of C$0.015 per G

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Apollon Formularies plc (APOL)

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