Apolo V Acquisition Corp. and TelyRx, Inc. Enter into Letter of Intent to Complete Qualifying Transaction

Executive Summary

• Apolo V Acquisition Corp. (“Apolo”) and TelyRx, Inc. have entered into a non‑binding Letter of Intent to consummate a reverse take‑over in which Apolo will become a wholly‑owned subsidiary of TelyRx; TelyRx will be the surviving entity.
• The transaction is contingent on a definitive agreement, shareholder and regulatory approvals (including TSXV), and the completion of a concurrent private placement financing targeting up to US $46 million.
• Upon closing, Apolo will rename itself “TelyRx Holdings Inc.”, restructure its share classes, consolidate shares at a pre‑determined price of US $0.15 per share, and appoint up to six directors nominated by TelyRx; TelyRx’s executive team (CEO Vanessa Slowey, CFO John Cascio, Secretary/General Counsel John Eustice) will lead the combined company.

Key Details

• Proposed Transaction Structure – A wholly‑owned subsidiary of Apolo will merge into TelyRx; TelyRx remains the surviving corporation.
• Share Exchange & Capital Restructuring – Holders of TelyRx shares will receive subordinate voting and/or proportionate voting shares in Apolo at a ratio to be determined. Apolo will reclassify its existing common shares into subordinate voting shares and create a second class of proportionate voting shares.
• Consolidation Price – Each pre‑consolidation Apolo share is deemed to have a price of US $0.15, with the exact consolidation ratio to be set after finalizing the concurrent financing terms.
• Name Change – Post‑closing, Apolo intends to change its name to “TelyRx Holdings Inc.” (or another mutually agreed name).
• Board & Management – The resulting issuer’s board will consist of up to six directors nominated by TelyRx; the executive team will be led by TelyRx CEO Vanessa Slowey, CFO John Cascio, and Secretary/General Counsel John Eustice.
• Shareholder Approvals – Apolo will hold a shareholder meeting to approve the consolidation, name change, capital restructuring, auditor appointment, new equity incentive plan, and election of the new directors. TelyRx will seek similar approvals for the combination and related matters.
• Concurrent Financing – A fully marketed best‑efforts private placement of subscription receipts targeting US $40 million, with an option to increase to US $46 million. Subscription receipts will later be exchanged for subordinate voting shares of the resulting issuer after escrow release conditions are satisfied. Lead agent: Canaccord Genuity Corp.
• Current Capitalization (pre‑consolidation) – Apolo: 27,026,300 common shares and 3,486,630 stock options/warrants. TelyRx: 10,688,411 common shares and 1,000,000 warrants.
• Trading Halt – Trading of Apolo shares remains halted pending TSXV review and fulfillment of conditions for resumption; unlikely to resume before transaction closing.
• Legal Counsel – Wildeboer Dellelce LLP (Apolo), DLA Piper LLP (Canaccord Genuity), Fasken Martineau DuMoulin LLP (TelyRx).

Notable Quotes

“As we take TelyRx public, we're advancing a simple but powerful mission: to make access to everyday prescription medication safer, faster, and more transparent,” – Vanessa Slowey, CEO of TelyRx.