LONDON, UK: Roquefort Investments (LON:ROQ) entered into a conditional share sale and purchase agreement with Provelmare Holding S.A. to acquire the entire issued share capital of Lyramid Pty Limited for an initial consideration of £1 million payable 50% in cash and 50% in shares.

Lyramid has the exclusive worldwide licence to commercialise up to 37 patents related to Midkine-based therapies for the treatment of COVID-19 patients, cancer, autoimmune disorders and chronic inflammation.

The Directors of Roquefort Investments consider the Acquisition to represent a transformational, value enhancing transaction for shareholders, which is fully aligned with the Company’s growth strategy.

Lyramid’s global patent portfolio for Midkine-Based Therapies provides a platform to develop first-in-class drugs for the treatment of severe inflammatory diseases, autoimmune disorders and cancer.

The therapeutic potential of Midkine-Based Therapies has been validated during more than 10 years of research including collaborations with leading academic centres and clinicians resulting in over 900 scientific publications.

Roquefort Investments also proposes to carry out a Placing of new Ordinary Shares to raise funds of up to £3 million (before expenses) to finance the cash component of the consideration for the Acquisition, pre-clinical drug development and working capital. As such, the Acquisition is conditional, inter alia, on a successful Placing.

The Company will shortly be circulating a notice of general meeting to shareholders to seek shareholder approval inter alia for the issue of new Ordinary Shares in connection with the Acquisition and the Placing and to change the name of the Company to Roquefort Therapeutics plc.

Should the Acquisition complete, it will constitute a Reverse Takeover under the ‎Listing Rules and accordingly the Company will apply for the re-admission of its shares to the Official ‎List and the Main Market of the London Stock Exchange.‎

The Company’s shares remain suspended from trading pending the publication of a prospectus prepared in accordance with the ‎Prospectus Regulation Rules of the FCA and approved by the FCA, or an announcement that the Acquisition is not ‎proceeding.‎

Stephen West, Executive Chairman, commented: “I am delighted to announce that we have completed the very important step of signing the Sale and Purchase Agreement for the acquisition of Lyramid. We have commenced marketing to potential investors to fund the acquisition and the very exciting pre-clinical drug development programme of Lyramid, with very encouraging results, and we look forward to completing this Acquisition and re-listing our shares.

The teams at Roquefort Investments and Lyramid believe the Midkine global IP portfolio has significant unrealised value that can be unlocked through pre-clinical drug development utilising oligonucleotide drugs. Due to recent progress in oligonucleotide drug development (for example, mRNA used in Pfizer and Moderna COVID-19 vaccines) there is an opportunity to progress the pre-clinical drug development stage rapidly and at a significantly lower cost than historical traditional methods”. www.roquefortinvest.com