MTC Growth Fund-I Inc. (“MTC”) & RAMM Pharma (CSE:RAMM) announce that, further to the news releases dated May 3 and 30, 2019, MTC has received conditional approval to list the Resulting Issuer Shares (as defined below) on the Canadian Securities Exchange (“CSE”). The listing is subject to the Resulting Issuer (as defined below) fulfilling certain standard requirements of the CSE in accordance with the terms of its conditional approval letter dated September 18, 2019. It is expected that the Resulting Issuer Shares will trade under the symbol “RAMM”, and upon obtaining final approval from the CSE, the Resulting Issuer will issue a further news release to inform shareholders when it anticipates the Resulting Issuer Shares will commence trading on the CSE.
“The receipt of conditional approval from the CSE marks another significant milestone for our company as we continue to establish RAMM’s position as a leader in the field of cannabis-derived prescription drugs and registered products in Latin America and other jurisdictions globally,” stated Jack Burnett, proposed Chairman and Chief Executive Officer of the Resulting Issuer.
MTC also announces that it has entered into: (i) a definitive share exchange agreement with Medic Plast S.A. (“Medic Plast”), and its shareholders, providing for the acquisition (the “MP Acquisition”) of all of the outstanding shares of Medic Plast by MTC in exchange for shares of MTC following the Reorganization (as defined below); (ii) a definitive share exchange agreement with Yurelan S.A. (“Yurelan”), and its shareholder, providing for the acquisition of all of the outstanding shares of Yurelan by MTC (the “Yurelan Acquisition”) in exchange for shares of MTC following the Reorganization (the MP Acquisition together with the Yurelan Acquisition, the “Acquisitions”); and (iii) a definitive agreement with Ramm Pharma Holdings Corp. (“Ramm Holdings”) and a wholly-owned subsidiary of MTC (“Subco”), providing for the amalgamation of Subco and Ramm Holdings (the “Amalgamation”) to be completed following the completion of the Acquisitions (the Acquisitions and the Amalgamation, together the “Proposed Transaction”). The Acquisitions will constitute a reverse takeover of MTC by Medic Plast and Yurelan.
In connection with the Proposed Transaction, MTC has called a special meeting (the “Meeting”) of the holders of shares of MTC to approve, among other matters, a transition of MTC from the Canadian securities regulatory regime for investment funds to the Canadian securities regulatory regime for reporting issuers that are not investment funds, and an amendment to the articles of MTC authorizing and approving an amendment to MTC’s articles of incorporation to: (i) delete the redemption rights attaching to the mutual fund shares, reclassify all of the issued and outstanding mutual fund shares of MTC as common shares of MTC, and change MTC’s authorized capital to an unlimited number of common shares; (ii) subject to adjustment, subdivide MTC’s issued and outstanding shares on the basis of 4.76648 new common shares (the “Resulting Issuer Shares”) of MTC (as it exists after the completion of the Proposed Transaction (the “Resulting Issuer”)) for each one (1) common share of MTC; (iii) change the name of MTC from “MTC Growth Fund-I Inc.” to “Ramm Pharma Corp.”, or such other name as the board of directors of MTC may determine; and (iv) allow the directors of MTC to appoint one or more directors, up to a maximum of one-third of the number of directors elected at the previous annual meeting of shareholders of MTC, to hold office for a term expiring not later than the close of the next annual meeting of the shareholders of MTC, all to take effect only in the event that the Proposed Transaction is completed (the “Reorganization”).
The record date for determining the shareholders of MTC (the “MTC Shareholders”) entitled to receive notice and to vote at the Meeting was fixed to be the close of business on September 6, 2019. All MTC Shareholders are encouraged to vote in person or by proxy at the Meeting. The Meeting will be held on October 8, 2019 at 2100 Scotia Plaza, 40 King Street W., Toronto, Ontario M5H 3C2. In connection with the Meeting, MTC has arranged for the delivery of a management information circular (the “Circular”) and notice of meeting, together with a form of proxy, to MTC Shareholders of record. Electronic copies of the Circular, which provide further details regarding the Proposed Transaction, and the other proxy-related materials, are available for download on MTC’s issuer profile on SEDAR at www.sedar.com.
The Proposed Transaction is subject to a number of conditions, including, receipt of all requisite shareholder, regulatory (including the approval of Secretaría Nacional para la Lucha contra el Lavado de Activos y el Financiamiento del Terrorismo (SENACLAFT), the government body overseeing foreign direct investments in Uruguay), and third-party approvals. There can be no assurance that the Proposed Transaction will be completed as currently proposed or at all.
In addition, MTC has filed its audited financial statements on SEDAR for its fiscal year ended June 30, 2019. The pro-forma financial information set out in the Circular relating to MTC for the fiscal year ended June 30, 2019 was un-audited and shareholders of MTC are encouraged to review both.
Subscription Receipt Financing
As previously announced, MTC and Ramm Holdings completed 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”). Assuming the escrow release conditions relating to the issuance of the Subscription Receipts are satisfied, the net proceeds from the Offering shall be used by Resulting Issuer for general corporate working purposes (including construction improvements, the opening of Yurelan’s facility, the construction or acquisition of a cannabis extraction facility, and costs to continue to develop and register products and implement marketing and sales initiatives), and the payment of costs associated with the Proposed Transaction.
About Medic Plast and Yurelan
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 produced in Medic Plast’s state of the art Good Manufacturing Practice (GMP) certified cannabis formulation facility. With Yurelan’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.
About MTC
MTC is an un-listed Canadian mutual fund corporation that was established under the federal laws of Canada by a declaration of trust dated October 1988, with its registered and head office in Toronto, Ontario. MTC is a reporting issuer within the meaning of the Securities Act (Alberta), Securities Act (Ontario) and Securities Act (Quebec).
Further Information
All information contained in this news release with respect to MTC, Medic Plast, Yurelan, and Ramm Holdings 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 Transaction, please contact: Joseph Chiummiento, Director, MTC Growth Fund-I Inc.; Tel: 905.851.8180.
Cautionary Note Regarding Forward-Looking Information
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “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 completion of the Proposed Transaction, including, but not limited to, the listing of the Resulting Issuer Shares on the CSE; the anticipated benefits of the Proposed Transaction to MTC, Medic Plast, Yurelan, Ramm Holdings, and their respective shareholders; the timing and receipt of the required shareholder, stock exchange and regulatory approvals for the Proposed Transaction; the timing and ability of the parties to satisfy the conditions precedent to completing the Proposed Transaction; anticipated use of proceeds from the Offering; the length of the current market cycle and requirements for an issuer to survive in the current market cycle; future growth potential of Resulting Issuer; and future development plans.
These forward-looking statements are based on reasonable assumptions and estimates of management of MTC, Medic Plast, Yurelan and Ramm Holdings, as the case may be, at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of MTC, Medic Plast, Yurelan or Ramm Holdings, as the case may be, to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: satisfaction or waiver of certain escrow release conditions and all applicable conditions to the completion of the Transactions (including receipt of all necessary shareholder, stock exchange, regulatory and other approvals or consents, and the absence of material changes with respect to the parties and their respective businesses, all as more particularly set forth in the definitive transaction agreements in respect of the MP Acquisition, the Yurelan Acquisition and the Amalgamation); the synergies expected from the Proposed Transaction not being realized; business integration risks; fluctuations in general macroeconomic conditions; fluctuations in securities markets; change in national and local government, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of cannabis and cannabis-derived production, manufacturing and sales; inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on the cannabis and cannabis extracts industry; employee relations; relationships with local and federal government; and the risks of obtaining maintaining, or obtaining new, licenses, permits and approvals from government authorities with respect to the business of the Resulting Issuer. Although the forward-looking statements contained in this news release are based upon what management of MTC, Medic Plast, Yurelan and/or Ramm Holdings, as the case may be, believes, or believed at the time, to be reasonable assumptions, MTC, Medic Plast, Yurelan and/or Ramm Holdings, as the case may be, cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended.
Readers should not place undue reliance on the forward‐looking statements and information contained in this news release. MTC, Medic Plast, Yurelan, and Ramm Holdings assume no obligation to update the forward‐looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
