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RAMM PHARMA CORP. FORM 2A LISTING STATEMENT in Connection with the Listing of Ramm Pharma Corp., the Entity Formed Upon the Reverse Take-Over of MTC Growth Fund-I Inc

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RAMM PHARMA CORP. FORM 2A LISTING STATEMENT in Connection with the Listing of Ramm Pharma Corp., the Entity Formed Upon the Reverse Take-Over of MTC Growth Fund-I Inc RAMM PHARMA CORP. FORM 2A LISTING STATEMENT in connection with the listing of Ramm Pharma Corp., the entity formed upon the reverse take-over of MTC Growth Fund-I Inc. by Medic Plast SA and Yurelan SA, and the acquisition of Ramm Pharma Holdings Corp. Dated as at October 28, 2019 Neither the Canadian Securities Exchange nor any securities regulatory authority has in any way passed upon the merits of the Reverse Takeover Transaction described in this Listing Statement. CAUTIONARY STATEMENTS This Listing Statement and the documents incorporated by reference herein contain or may contain certain statements or disclosures concerning Medic Plast, Yurelan, MTC, Ramm, and the Issuer (each as hereinafter defined) that constitute forward-looking information under applicable securities laws. All statements and disclosures, other than those of historical fact, about possible events, conditions, results of operations, activities, events, outcomes, results or developments based on assumptions about future economic conditions and courses of action that the Issuer anticipates or expects may, or will, occur in the future (in whole or in part) should be considered forward-looking information. In some cases, forward-looking information can be identified by terms such as “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of those words or other similar or comparable words. In particular, this Listing Statement, and the documents incorporated by reference, contain or may contain forward-looking information pertaining to the following: the business strategy of the Issuer; the available funds of the Issuer and the anticipated use of such funds; the risk of a lack of availability of financing opportunities, legal and regulatory risks inherent in the cannabis industry, risks associated with economic conditions, dependence on management and currency risks; the perceived benefits of the Business Combination (as hereinafter defined) which are based upon the financial and operating attributes of Medic Plast and Yurelan as at the date hereof; the Issuer’s strategy to develop new products and to enhance the capabilities of existing products; the Issuer’s plans to expand its production and customer base; the Issuer’s plans to register, market, sell and distribute its products; the Issuer’s plans in respect of strategic partnerships for research and development; and the Issuer’s plans to retain and recruit personnel. Medic Plast, Yurelan and the Issuer rely on certain key expectations and assumptions in making the forecasts, projections, predictions or estimations set out in the forward-looking information. These factors and assumptions are based on information available at the time that the forward- looking information is provided. These include, but are not limited to, expectations and assumptions concerning: prevailing commodity prices and exchange rates; the availability of capital to fund planned expenditures; prevailing regulatory, tax and environmental laws and regulations; the ability to secure necessary personnel, equipment and services; and - 3 - the receipt of required approvals in respect of the Business Combination, including without limitation, the approval of the CSE (as hereinafter defined). Undue reliance should not be placed on forward-looking information because a number of risks and factors may cause actual results to differ materially from those set out in such forward- looking information. These include: volatility in market prices for cannabis and cannabis derived products; risks and liabilities inherent in cannabis operations; the ability to comply with applicable governmental regulations and standards; competition for, among other things, customers and market share, capital, acquisitions of lands and greenhouses and skilled personnel; operational risks in Uruguay related to social, political, economic, legal and fiscal instability as well as environmental changes; incorrect assessments of the value of acquisitions and development programs; technical and processing problems; energy prices and supply; supply of cannabis seeds; risks inherent in rural real estate; actions by governmental authorities, including increases in taxes; the availability of capital on acceptable terms; fluctuations in foreign exchange, currency or interest rates and stock market volatility; inflation in Uruguay; operations in Spanish; enforcement of judgements; failure to realize the anticipated benefits of acquisitions; the yield from agricultural operations producing the Issuer’s products; the ability to obtain patent protection and protect the Issuer’s intellectual property rights and not infringe on the intellectual property rights of others; stock market volatility; potential labour unrest; and the other factors specifically identified as risk factors in this Listing Statement and the documents incorporated by reference herein. - 4 - Readers are cautioned that the foregoing list of factors should not be construed as exhaustive. Unless otherwise indicated, information contained in this Listing Statement concerning the Issuer’s industry and the markets in which the Issuer operates, including the Issuer’s general expectations and market position, market opportunities and market share, is based on information from independent industry organizations, other third-party sources (including industry publications, surveys and forecasts) and management studies and estimates. Unless otherwise indicated, the Issuer’s estimates are derived from publicly available information released by independent industry analysts and third-party sources as well as data from the Issuer’s internal research, and include assumptions made by the Issuer which it believes to be reasonable based on its knowledge of its industry and markets. The Issuer’s internal research and assumptions have not been verified by any independent source, and the Issuer has not independently verified any third-party information. While the Issuer believes the market position, market opportunity and market share information included in this Listing Statement is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of the Issuer’s future performance and the future performance of the industry and markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading “Forward- Looking Statements” and “Risk Factors”. The forward-looking statements included in this Listing Statement expressly qualified by this cautionary statement and are made as of the date of this Listing Statement. The Issuer undertakes no obligation to publicly update or revise any forward-looking statements, except as required by applicable securities laws. CURRENCY INFORMATION Unless otherwise indicated, all references to “$” or “C$” in this Listing Statement refer to Canadian dollars and all references to “US$” in this Listing Statement refer to United States dollars. - 1 - TABLE OF CONTENTS 1. GLOSSARY OF TERMS ................................................................................................. 1 2. CORPORATE STRUCTURE ........................................................................................... 6 3. GENERAL DEVELOPMENT OF THE BUSINESS .......................................................... 6 4. NARRATIVE DESCRIPTION OF THE BUSINESS ....................................................... 21 5. SELECTED CONSOLIDATED FINANCIAL INFORMATION ........................................ 55 6. MANAGEMENT’S DISCUSSION AND ANALYSIS ....................................................... 56 7. MARKET FOR SECURITIES ........................................................................................ 57 8. CONSOLIDATED CAPITALIZATION ........................................................................... 57 9. OPTIONS TO PURCHASE SECURITIES ..................................................................... 57 10. DESCRIPTION OF SECURITIES .................................................................................. 58 11. ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER ............................................................................................. 59 12. PRINCIPAL SHAREHOLDERS .................................................................................... 59 13. DIRECTORS AND OFFICERS ...................................................................................... 60 14. CAPITALIZATION......................................................................................................... 64 15. EXECUTIVE COMPENSATION .................................................................................... 64 16. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS .............................. 70 17. RISK FACTORS ........................................................................................................... 70 18. PROMOTERS ............................................................................................................... 90 19. LEGAL PROCEEDINGS ............................................................................................... 90 20. INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ....... 90 21. AUDITORS, TRANSFER AGENT AND REGISTRAR ..................................................
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