Iuvo Therapeutics Ltd. and Evergreen Acquisitions Corp. Enter into Definitive Agreement for Reverse Takeover Transaction

Vancouver, British Columbia–(Newsfile Corp. – April 14, 2022) – Evergreen Acquisitions Corp. (“Evergreen“) is pleased to announce that it has entered into a definitive binding amalgamation agreement (the “Amalgamation Agreement“) among Evergreen, 1000166629 Ontario Inc. (“Subco“), a wholly-owned subsidiary of Evergreen, and Iuvo Therapeutics Ltd‎. (“Iuvo“), which, subject to certain conditions and applicable shareholder and regulatory approvals, will result in a reverse takeover of Evergreen by Iuvo (the “Proposed Transaction“). The resulting issuer from the Proposed Transaction (the “Resulting Issuer“) will carry on the business of Iuvo.

The Proposed Transaction

Pursuant to the terms of the Amalgamation Agreement, the Proposed Transaction will be completed by way of a three-cornered amalgamation involving Subco amalgamating with Iuvo to form a single, wholly-owned subsidiary of the Resulting Issuer. Shareholders of Iuvo shall receive one (1) post-Consolidation (as defined below) common share of the Resulting Issuer for each two common shares of Iuvo (“Iuvo Shares“), and convertible securities of Iuvo shall be exchanged for convertible securities of the Resulting Issuer on substantially the same terms and exercisable into such number of Resulting Issuer shares as the holder of such Iuvo convertible security would have been entitled to, if it had been exercised prior to the completion of the Proposed Transaction.

In connection with the Proposed Transaction, Evergreen will reconstitute its board of directors and management team, consolidate all of its issued and outstanding shares on the basis of 1 post-Consolidation share for every 15.25 pre-Consolidation shares (the “Consolidation“), and change its name to “Iuvo Therapeutics Inc.” or such other name as may be accepted by the relevant regulatory authorities (the “Name Change“) and the Resulting Issuer will conduct its business under the new name. As a condition to the Proposed Transaction, the common shares of the Resulting Issuer will have been conditionally approved for listing on the NEO Exchange Inc. (“NEO“), and the listing of the Resulting Issuer shares on NEO will be subject to the satisfaction of all conditions of listing required by NEO.

In connection with the Proposed Transaction, Iuvo plans to complete a brokered private placement of offering of subscription receipts to be led by Beacon Securities Limited, which is subject to negotiation and execution of definitive documentation.

Upon the completion of the Proposed Transaction, it is expected that Iuvo shareholders will hold approximately 97% of the issued and outstanding Resulting Issuer shares on a non-diluted basis (prior to giving effect of the private placement of subscription receipts). Investors are cautioned that, except as disclosed in joint management information circular to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

The Amalgamation Agreement provides for certain other conditions to the completion of the Proposed Transaction, including Iuvo completing the private placement, Evergreen obtaining the necessary shareholder and board approvals to reconstitute its board and management and effect the Consolidation and the Name Change, Iuvo obtaining the necessary shareholder and board approvals to effect the Proposed Transaction, and other closing conditions customary for transactions of the nature of the Proposed Transaction.

Board of Directors and Management Changes

Subject to applicable shareholder and NEO approval, upon completion of the Proposed Transaction, the board of directors and management of the Resulting Issuer will be comprised of the following individuals:

Jonathan Lubosch Haenisch, Chief Executive Officer and a Director

Mr. Lubosch Haenisch is a co-founder of Iuvo and has been the Chief Executive Officer of Iuvo since ‎May 2021 and a Managing Director of Iuvo’s wholly owned Germany subsidiary since its inception. He began his career in medical cannabis ‎in 2016, as co-founder of LEAP Germany, a lobby group that helped enable the prescription of cannabis ‎pharmaceuticals. Mr. Lubosch Haenisch is a serial entrepreneur with former involvement in the hospitality and real-‎estate industry in Europe.‎

Chris Schnarr, Chairman and a Director

Mr. Schnarr will bring a wealth of experience to the Resulting Issuer. He has over 25 years of ‎experience across a ‎broad range of roles and industries founding, managing, and advising ‎growth companies, including strategy, ‎corporate finance, capital markets, corporate ‎development, M&A, financial reporting and governance. Mr. ‎Schnarr has almost 30 years of public ‎company Board experience across New York Stock Exchange, Toronto Stock Exchange and ‎‎TSX Venture Exchange listed companies, as well as extensive audit and compensation ‎committee ‎experience. He was previously a Director and Chair of the Audit Committee of ‎Canopy Growth Corporation from ‎April 2014 to October 2018. Mr. Schnarr is also Chairman of ‎Vitalhub Corp., and serves on the board of Highmark Innovations ‎Inc., ‎and The Green Organic Dutchman Holdings Ltd. He is a ‎member of the Institute of Corporate Directors, a graduate of the Directors Education Program ‎at the ‎Rotman School of Business at the University of Toronto, and holds the ICD.D designation‎.‎

Douglas S. Sommerville, Director

Mr. Sommerville was the Chief Executive Officer and a director of Medivolve Inc. (formerly Questcap Inc.) from ‎April 2020 to April 2021‎. Prior thereto, Mr. Sommerville’s former roles included Head of Country for Canada for ‎Teva Canada, a subsidiary of Teva Pharmaceutical Industries Ltd. (“Teva“), the world’s leading provider of ‎generic medicines. In this role, Mr. Sommerville was responsible for Teva’s third largest global subsidiary, with sales ‎in excess of $1.3 billion. Douglas led all aspects of the company’s commercial, distribution, demand planning and ‎customer operations – aligning and coordinating all company functions, production, supply chain, regulatory and ‎global support functions. Mr. Sommerville was also the Chairman of the Canadian Generic Pharmaceutical ‎Association up until his retirement from Teva Canada in 2018. Previous to his tenure at Teva Canada, Mr. ‎Sommerville was Global Vice President, Infusion Systems with Baxter Healthcare International (“Baxter“), one of ‎the world’s largest medical, pharmaceutical and technology companies. In his role, Douglas was responsible for the ‎company’s infusion pumping devices and intravenous administration sets worldwide, as well as pain management ‎and ambulatory infusion devices, working with Baxter’s product development, regional sales and marketing teams ‎globally.‎

Ana Carolina Vargas, Director

Ms. Vargas is the Managing Partner of Global Symmetry Group, a Toronto-based financial consultancy ‎company. Ms. Vargas graduated with an MBA from the Rotman School of Management at the University of ‎Toronto and with a B.Sc. in Engineering from the University of Los Andes in Colombia. Ms. Vargas has more than ‎‎19 years of experience in the financial services sector with a focus on financial analysis with a number of ‎Canadian investment banking firms, in addition to extensive banking experience in Latin American markets. ‎From 2009-2011, she was ranked as one of the top research analysts for the Clean Energy sector by Brendan ‎Wood International.‎

Sohil Mana, Director

Mr. Mana is the President of Eurofins Experchem laboratories, a GMP and ISO 17025 accredited analytical ‎contract testing laboratory and regulatory consulting service provider. Mr. Mana graduated with a B.Sc. from ‎York University.‎

Peter Liabotis, Chief Financial Officer and Corporate Secretary

Mr. Liabotis is a Canadian Chartered Professional Accountant and a veteran senior corporate finance executive. ‎Mr. Liabotis was most recently the Chief Financial Officer of SOL Global Investments Corp., a public company ‎that invests through various vehicles primarily in the cannabis space both in Canada and internationally. In ‎addition, Mr. Liabotis has been the Chief Financial Officer of numerous public and private companies during his ‎‎25-year career. Mr. Liabotis has acquired strong knowledge in public markets in terms of financial reporting, ‎mergers and acquisition activity and capital structuring and raising.‎

About Iuvo

Headquartered in Düsseldorf, Germany, Iuvo is an independent European Union GMP and GDP certified pharmaceutical company specialized in the import and distribution of medical cannabis. Iuvo owns a suite of strategic licenses, which allows it import and release new pharmaceutical products for sale across the European Union.

For further information, please contact:

Mike Dai, Director, CEO & CFO
Email: mdai@aloefinance.com

Notice Regarding Forward-Looking Information

This news release may contain certain “Forward-Looking Statements” as defined under applicable Canadian securities laws. When or if used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to: the timing of the Proposed Transaction; statements concerning the Resulting Issuer following completion of the Proposed Transaction; completion of the Proposed Transaction; completion of the proposed private placement of subscription receipts; and expectations for other economic, business, and/or competitive factors.

Forward-looking information is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management’s perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. While management of Evergreen considers these assumptions to be reasonable based on information currently available, there is no assurance that such expectations will prove to be correct. By its nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information include: the ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and security holder approvals and to satisfy other conditions to the consummation of the Proposed Transaction on the terms and at the times proposed; the impact of the announcement or consummation of the Proposed Transaction on relationships; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; changes in government regulation and regulatory compliance; and the diversion of management time on the Proposed Transaction. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Readers are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information.

The forward-looking information contained in this news release is stated as of the date of this news release. Evergreen does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.

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