News Release

Ramm Pharma Corp. Announces Completion of Oversubscribed Financings for Gross Proceeds of $35.3 Million


TORONTO, May 30, 2019 (GLOBE NEWSWIRE) — Further to its news release dated May 3, 2019 announcing the proposed acquisition of Medic Plast S.A. (“Medic Plast”), Yurelan S.A., and Ramm Pharma Corp. (“Ramm”) as part of a reverse take-over transaction, MTC Growth Fund-I Inc. (“MTC” or the “Corporation”) announces that each of the Corporation and Ramm have completed their previously announced non-brokered private placements, resulting in the sale of an aggregate of 26,165,109 subscription receipts (the “Subscription Receipts”) for aggregate gross proceeds of approximately C$35.3 million (“Offering”). Pursuant to the Offering, Ramm issued an aggregate of 24,020,854 Subscription Receipts (the “Ramm Subscription Receipts”) and the Corporation issued an aggregate of 2,142,255 Subscription Receipts (the “MTC Subscription Receipts”), each at a price of C$1.35 per Subscription Receipt (the “Issue Price”).

“Closing the oversubscribed offering marks a milestone in our go-public process which is expected to be completed in Q3 of this year,” stated Jack Burnett, proposed Chairman and Chief Executive Officer of the Resulting Issuer (as hereinafter defined). “The considerable interest from this strategic group of investors demonstrates the unique position and opportunity that our company presents and will be instrumental in our growth as a leader in the field of cannabis-derived prescription drugs and products as we continue development of an important pipeline of products and accelerate our expansion in Latin America with our sights set on the European market.”

Lead by renowned cannabis industry experts and backed by some of the most successful pioneers in the cannabis sector, Medic Plast is a leader in the field of cannabinoid pharmacology and product formulation for cannabis-based pharmaceuticals and other cannabis-based products. Founded in 1988 in Montevideo, Uruguay, Medic Plast is a well established pharmaceutical and medical product business and amongst the first and only companies in the world to have developed medically registered and approved plant derived cannabinoid pharmaceutical products. Medic Plast currently has multiple approved and registered products that have been authorized for sale in several Latin American countries, as well as a robust pipeline of new products in various stages of approval and development. Medic Plast is also in the process of finalizing a state of the art GMP certified cannabis formulation facility. With Yurelan S.A.’s large scale cultivation facility, the combined operations are expected to provide for complete vertical integration. Further to its industry leading activities in the cannabis sector, Medic Plast operates a successful pharmaceutical, cosmetic and nutraceutical product development and medical services business which has been servicing the local market for 30 years.

Each Ramm Subscription Receipt entitles the holder to receive, without payment of additional consideration, one (1) common share of Ramm (an “Underlying Share”) upon satisfaction or waiver of the Escrow Release Conditions (as hereinafter defined), with each Underlying Share to be exchanged, without further consideration, for one common share (a “Resulting Issuer Share”) of the entity (the “Resulting Issuer”) resulting from the RTO (as hereinafter defined), upon the completion of the previously announced transaction that will result in a reverse take-over of the Corporation by the shareholders of Medic Plast S.A. and Yurelan S.A., and the shareholders Ramm, and holders of convertible debentures of Ramm (the (“RTO”). The Ramm Subscription Receipts and the MTC Subscription Receipts have similar economic terms, except that on conversion of an MTC Subscription Receipt, a holder will receive Resulting Issuer Shares in connection with the RTO.

The gross proceeds from the sale of the Subscription Receipts are held in escrow (the “Escrowed Proceeds”) by an escrow agent (the “Escrow Agent”) (the Escrowed Proceeds, together with any interest and other income earned pending satisfaction of the Escrow Release Conditions (as hereinafter defined), are referred to as the “Escrowed Funds”). The Escrowed Funds will be released from escrow to Ramm or MTC, respectively, or as they may direct, upon the satisfaction of conditions which include the following (the “Escrow Release Conditions”) on or prior to September 30, 2019 (subject to extension to no later than October 31, 2019) (the “Escrow Deadline”): (a) the satisfaction or waiver of all conditions precedent to the completion of the RTO, including, without limitation, the conditional approval of the Canadian Securities Exchange for the RTO; (b) shareholder approval of the corporate reorganization of MTC (as further described in the news release of MTC dated May 3, 2019); and (c) Ramm or MTC, as applicable, having delivered a direction to the Escrow Agent confirming that the conditions set forth above have been met or waived. If (i) the Escrow Release Conditions are not satisfied on or before the Escrow Deadline, or (ii) prior to the Escrow Deadline Ramm or MTC, as applicable, announces to the public that it does not intend to satisfy the Escrow Release Conditions, the Escrowed Funds shall be returned to the holders of the Subscription Receipts, as applicable, on a pro rata basis and the Subscription Receipts will be cancelled without any further action on the part of the holders. Cash finder’s fees will be paid on satisfaction of the Escrow Release Conditions, and finder’s warrants exercisable to acquire Resulting Issuer Shares at the Issue Price for a period of 24 months after the completion of the RTO were issued at closing.

The net proceeds from the Offering are expected to be used by the Resulting Issuer for general corporate working purposes, including the payment of costs associated with the proposed RTO.

About MTC

The Corporation is an un-listed Canadian mutual fund corporation that was established under the laws of the Province of Ontario by a declaration of trust dated October 1988, with its registered and head office in Toronto, Ontario. MTC and is a reporting issuer within the meaning of the Securities Act (Alberta), Securities Act (Ontario) and Securities Act (Quebec).

About Medic Plast

Founded in Montevideo, Uruguay, in 1988, Medic Plast is a leader in medically registered and approved plant derived cannabinoid pharmaceutical products, with a pipeline of cannabis drugs and other cannabis products under development.

Forward Looking Statements

This news release contains “forward-looking statements” within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the terms and conditions of the proposed RTO; the ability of MTC to complete the RTO and the ability of Ramm and MTC to satisfy the Escrow Release Conditions, respectively, use of funds; and the business and operations of the Resulting Issuer after the proposed RTO. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, neither MTC, MP, Y nor Ramm assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

Further Information

All information contained in this news release with respect to MTC, Ramm, Medic Plast, and Yurelan S.A. were supplied by the parties respectively for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.

For further information regarding the proposed RTO, please contact: Joseph Chiummiento, Director, MTC Growth Fund-I Inc.; Tel: 905.851.8180