RAMM Pharma Makes Additional Investment in Canapar & Provides Overview of Strategic Acquisition to Enter European Cannabis Market
TORONTO, Jan. 05, 2021 (GLOBE NEWSWIRE) — RAMM Pharma Corp. (including its wholly owned subsidiaries, the “Company” or “RAMM”) (CSE: RAMM), a leader in plant-derived cannabinoid pharmaceutical and other cannabis-based products, is pleased to announce a C$3 million investment in Canapar Corp. (including its wholly owned subsidiaries, “Canapar”) through its participation in Canapar’s secured convertible note offering (the “Offering”). Further to its news release dated December 30, 2020 announcing its acquisition of 29,833,333 shares of Canapar, representing an approximate 49% interest, this subscription further strengthens Ramm’s strategic relationship with Canapar.
Based in Italy, Canapar is positioned to become one of Europe’s largest vertically integrated Cannabis companies. Canapar’s state of the art extraction facility is the largest in Europe and has been custom designed to produce active compounds to be used in high-quality pharmaceutical, wellness, and cosmetic products from its 1,000-hectare organic hemp production and processing platform. The strategic investment is expected to immediately enhance RAMM and Canapar’s ability to capitalize on the rapidly expanding European and global cannabis markets, provide additional distribution opportunities for RAMM’s portfolio of internationally registered cannabis-based products and leverage Canapar’s significant investment in its vertically integrated operation to provide economies of scale and supply chain control.Strategic Highlights:Transformational acquisition to enter the European cannabis market and introduce RAMM’s best-in-class cannabinoid pharmaceutical and other product formulations to a population of 750M+
Canapar is Europe’s first fully integrated CBD company with approximately $33M invested to date and is positioned to become one of Europe’s largest CBD extraction companies with sales commencing in Q1 2021.
Significant supply contracts in place including a 5-year agreement for €38.5M (€7.7M per year) with a leading ingredient company for full spectrum CBD oil. Additional contracts being actively pursued and negotiated.
Multiple source B2B & B2C revenue strategy in place to establish Canapar as a leading European supplier of high-margin CBD Active Pharmaceutical Ingredients (APIs) and wellness products. To date Canapar has commercialized a full line of wellness products (35 SKUs) under its house-brand Marishanti. and has opened 2 Marishanti branded retail stores
Canapar is led by a globally renowned team with extensive entrepreneurial and leadership experience in pharmaceutical licensing, the development and commercialization of consumer products, deep industry relationships, as well as distinguished scientific and agricultural and expertise.
Canapar’s extraction facility is designed to meet EU-GMP and AIFA (Italian Medicine Agency) standards, with certification expected in 2021. As the largest pharma-grade extraction facility in Europe, with 600,000kg biomass extraction capacity and 10,300kg CBD isolate production capacity annually, industry leading production costs to be realized.
Strategically located in Italy, one of the strongest European cannabis markets, and the European country with the most progressive regulatory framework for hemp cultivation and CBD extraction. Made-in-Europe production protected from tariffs and protectionist measures
Ramm continues to have a strong financial position with net working capital of approximately $18.8 million ($0.19 per share) including $15.4 million ($0.15 per share) of cash and no debt, post-acquisition and investment.A video overview of Canapar’s operations can be found here and additional information about Canapar and can be found on its website www.canapar.com.“This investment will accelerate Canapar’s ability to establish itself as a leader in the European market and the realization of the strategic benefits to RAMM,” stated Jack Burnett, Chief Executive Officer of RAMM.“Canapar is now positioned to achieve its objective of becoming Europe’s largest CBD extraction company through leveraging our low-cost outsourced farming model and purpose-built extraction facility to provide made-in-Italy, GMP-certified CBD ingredients, and premium hemp wellness products,” stated Sergio Martines, Chief Executive Officer of Canapar.About the European Cannabis MarketEurope represents one of the largest potential cannabis markets globally. The Europe cannabis market is currently valued at US$3.5 billion and expected to reach US$37 billion by 2027 with an anticipated CAGR of 29.6% from 2020 to 2027 (ResearchAndMarkets.com, 2020). European countries are experiencing a transformation in the regulations for marketing cannabis and related products, facilitating easier cultivation, processing, and trade of the cannabis-derived products across this region.
Information Relating to the OfferingThe Offering consisted of a private placement of an approximate aggregate C$6,427,000 principal amount of secured convertible promissory notes (the “Notes”), maturing 18 months from the date of issuance, unless converted earlier as described below (the “Maturity Date”), and secured by a first ranking security interest in all personal property of Canapar. The principal amount of the Notes bear interest at a rate of 8% per annum for the period from the date of issuance up to and including the Maturity Date. Net proceeds from the Offering will be used by Canapar for general working capital purposes.If greater than 50% of the voting shares of Canapar are acquired by a special purpose acquisition company (an “Acquirer”) prior to the Maturity Date (“SPAC Merger”), then the outstanding principal amount of the Notes (together with all interest accrued and unpaid thereon) shall be automatically converted into shares of the Acquirer (“Acquirer Shares”), which Acquirer Shares shall have an aggregate value equal to 1.5 times the principal amount of the Notes (plus interest accrued and unpaid thereon). The conversion price will be the greater of: (i) the price per common share of Canapar (a “Canapar Share”) paid by the Acquirer pursuant to the SPAC Merger; and (ii) $0.47 per Canapar Share. If Canapar completes a liquidity event other than a SPAC Merger (“Liquidity Event”) prior to the Maturity Date (including, for greater certainty, a public offering of equity securities or a business combination (or similar transaction) that results in the listing of the equity securities of Canapar on a recognized Canadian or US stock exchange exchange) then the outstanding principal amount of the Notes (along with all interest accrued and unpaid thereon) shall be automatically converted into Canapar Shares at a conversion price of C$0.60 per Canapar Share.If Canapar does not complete the SPAC Merger or a Liquidity Event within 12 months from the date of the issuance of the Notes (the “Penalty Date”), the holders of the Notes shall each have the option to convert the outstanding principal amount of the Notes (along with all interest accrued thereon) after the Penalty Date into Canapar Shares at a discounted price of $0.45 per Canapar Share. The holders of the Notes will also have the option to convert the outstanding principal amount of the Notes (along with all interest accrued thereon) at any time prior to the Penalty Date into Canapar Shares at a price of C$0.60 per Canapar Share.About Canapar Corp.Canapar with its wholly owned subsidiaries in Europe is an Italy-based manufacturer and processor of CBD oil and isolates, which are increasingly used as an input into new commercial products in the health and wellness industries. Canapar has secured more than 1,000 hectares of hemp through its outsource farming model and entered into an academic partnership with the University of Catania’s Department of Agriculture. Canapar is also advancing its CBD extraction and processing capabilities through its new facility and is expecting to transform 600 metric tons of hemp biomass annually into CBD isolates and derivative products for distribution in Europe following the commissioning of its extraction machinery. With demand for products that contain natural active ingredients derived from plant extracts increasing significantly, Canapar plans on developing CBD-infused cosmetics, skincare, and beauty products for the Italian cosmetics market, which is the fourth largest such market in Europe, as well as the global market, which provides strong demand for “Made in Italy” brands.About RAMM Pharma Corp.Led by renowned cannabis industry experts and backed by successful pioneers in the cannabis sector, RAMM 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, the Company is a well established pharmaceutical and medical product business that has developed medically registered and approved plant-derived cannabinoid pharmaceutical products. The Company currently has multiple approved and registered products that have been authorized for sale in Uruguay and compassionate use in several Latin American countries, as well as a pipeline of new products in various stages of approval and development produced in the Company’s state of the art Good Manufacturing Practice (GMP) certified cannabis formulation facility. Further to its industry leading activities in the cannabis sector, the Company operates a successful pharmaceutical, cosmetic and nutraceutical product development and medical services business which has been servicing the local market for 30 years.RAMM Pharma Corp. includes wholly owned subsidiaries Medic Plast SA, Yurelan SA, Glediser SA and Ramm Pharma Holdings Corp, and a 49% equity interest in Canapar.Additional information about the Company is available at www.rammpharma.com.For further information, please contact:Jack Burnett
Chief Executive Officer, RAMM Pharma Corp.
+598 2513 9958
[email protected]Sergio Martines
President & CEO, Canapar Corp.
[email protected]Cautionary Note Regarding Forward-Looking InformationThis 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, the Company’s strategies and objectives, and future expansion plans.These forward-looking statements are based on reasonable assumptions and estimates of management of the Company 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 the Company to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: the anticipated benefits of the acquisition of the Canapar Shares and Notes to the Company and its shareholders; the future growth potential of the Company on a post-acquisition basis; commissioning of Canapar Italy’s extraction machines; efficacy of the Company’s product offerings; the expected timelines associated with the production, roll-out and availability of the Company’s products; the ability to meet increased demand for the Company’s products, changes in prices of required commodities; the impact of COVID-19 on the Company’s workforce, suppliers, partners, customers, and other essential resources and what effect those impacts, if they occur, would have on the Company’s business and operations; future growth potential of the Company; fluctuations in general macroeconomic conditions; fluctuations in securities markets; expectations regarding the size of the Uruguayan, Latin American, European and international medical and recreational cannabis markets and changing consumer habits; the ability of the Company to successfully achieve its business objectives; plans for expansion; political and social uncertainties; inability to obtain adequate insurance to cover risks and hazards; and the presence of laws and regulations that may impose restrictions on cultivation, production, distribution and sale of cannabis and cannabis related products in Uruguay or internationally; and employee relations. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company 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. The Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.