RAMM Pharma Corp. Provides Additional Disclosure in Connection with its Upcoming Special Meeting of Shareholders

Rhea-AI Summary

RAMM Pharma (CSE:RAMMF) disclosed supplemental details for its proposed transaction with The Global South S.A.S ahead of the Special Meeting on November 12, 2025. RAMM proposes a US$5.0M investment for 10% of Global South (post-money valuation US$50M) and a five-year call option to increase ownership to 25% at a future post-money valuation of US$400M. The transaction is related-party (Global South owned by CEO Jackie Peter Burnett); Burnett and another officer will be excluded from voting, representing 22.57% ownership. RAMM currently lacks funds to close and expects to complete the transaction within nine months, subject to approvals and definitive documentation.

Positive

• Initial stake: US$5.0M for 10% at US$50M valuation
• Five-year call option to increase to 25% ownership at US$400M valuation
• Independent valuation by Xu & Xie CPA LLP supports transaction fairness

Negative

• Company does not currently have sufficient funds to complete the transaction
• Founders/officers control 22.57% of shares and are excluded from voting
• No price adjustment mechanism if Global South value changes before closing

TORONTO, Nov. 07, 2025 (GLOBE NEWSWIRE) -- RAMM Pharma Corp. (including its wholly owned subsidiaries, the “Company” or “RAMM”) (CSE: RAMM) wishes to supplement the information contained in its management information circular (the “Circular”) dated October 9, 2025 regarding its proposed transaction (the "Transaction”) with The Global South S.A.S (“Global South”) following a review by the Ontario Securities Commission, which Transaction will be subject to the approval of the minority shareholders at the Company’s upcoming Special Meeting of Shareholders (the “Meeting”) scheduled to take place on November 12, 2025 at 2:30 p.m. (Toronto Time). In light of the additional information contained herein, the Company confirms that it is waiving its proxy cut-off time such that it will accept proxy forms up until one hour prior to the commencement of the Meeting.

Description of the Transaction:

• The Transaction involves a proposed US$5 million investment by the Company in Global South for 10% of Global South’s equity interests based on a post-investment valuation of US$50,000,000. As a component of the proposed Transaction, RAMM will be granted a call option to acquire up to an additional 15% equity interest in Global South, which would increase its total ownership to 25% at a future post-money valuation of US$400,000,000. The call option will have a term of five years commencing upon the successful completion of the of the initial US$5 million investment by the Company.
• The Company is seeking minority approval for the Transaction because the Transaction is considered a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) due to Global South being wholly owned by Jackie Peter Burnett, CEO, Chairman and control person of the Company. As a result, Mr. Burnett will be excluded from voting on the Transaction. Mr. Antonio Caruso, President of the Management Board of Hempoland Sp. Z o.o., the Company’s Polish subsidiary, will also be excluded from voting on the Transaction because of his material interest in the Transaction as a result of him being expected to become a senior officer of Global South following completion of the Transaction. Collectively, Messrs. Burnett and Caruso own, or exercise control or direction over, 26,945,416 common shares (“Shares”) in the capital of the Company, representing approximately 22.57% of the issued and outstanding Shares. Mr. Ayrton Augereau-Burnett, Director of Medic Plast S.A., the Company’s Uruguayan subsidiary, is also expected to become a senior officer of Global South following completion of the Transaction. Augereau-Burnett does not own any Shares. Further, the Company notes that while Mr. Daniel Augereau , a director of the Company, recused himself from voting on the Transaction at the Board level due to his potential conflict of interest as a result of his personal relationship with Mr. Burnett, his Shares will not be excluded from being voted to approve the Transaction as he is not considered a “related party” for the purposes of considering the Transaction under MI 61-101.
• The Company does not currently have sufficient funds to complete the Transaction, but intends to monetize certain of its assets, either through selling assets or obtaining financing, to obtain the capital necessary to complete the Transaction. Irrespective of when funds are raised by the Company (either through the potential asset sale proceeds or obtaining new debt) to finance the investment, Global South and Mr. Burnett have committed to ensuring that the Company will be able to receive its 10% interest once it is able to raise the necessary funds. The Company notes that if the value of Global South decreases or increases before the completion of the Transaction, the US$5 million purchase price to acquire the 10% interest in Global South would be unchanged as there is no downward or upward price adjustment mechanism contemplated as part of the Transaction.
• The Company expects to be in a position to complete the Transaction within the next nine months; however, there can be no assurances as to the timing of completion of the Transaction or if it will be completed at all. The completion of the Transaction will be subject to the negotiation of definitive documentation relating to the Transaction, which will have certain customary closing conditions, and receipt of all applicable shareholder and regulatory approvals.
• For additional information regarding the Transaction, please see “Business of the Meeting – Description of The Proposed Investment” in the Circular.
  

Information Regarding Global South

• Global South is a private Uruguayan simplified stock company (SAS) and future issuer of the GSDC (Global South Digital Currency) stablecoin. GSDC is a multicurrency fiat-pegged stablecoin developed to overcome these challenges. GSDC is anchored to a diversified basket of BRICS+ fiat currencies, CNH (Chinese Yuan), INR (Indian Rupee), (Brazilian Real), ZAR (South African Rand), IDR (Indonesian Rupiah), and THB (Thai Baht), and is backed by a corresponding basket of BRICS real-world assets (RWAs), including government bonds, highly liquid securities, and commercial paper. This structure is designed to mitigate inflationary pressures and reduce exposure to any single currency, thereby distributing risk across multiple economic regions.
• For additional information regarding Global South, please see “Business of the Meeting – Description of The Global South SAS and the GSDC stablecoin” in the Circular.

Background of the Transaction

• The Company became aware of Global South’s business in May 2025 through its relationship with Mr. Burnett. As the development of the GSDC ecosystem subsequently progressed, discussions regarding the Company’s potential participation in the GSDC ecosystem by the Company emerged as an opportunity to create Company shareholder value, taking into account that the current activities of the Company were not maximizing shareholder value. Following initial discussions between Global South and the Company, a special committee (the “Committee”) of the board of directors (the “Board”) was formed on September 23, 2025 to formally review the merits of the Transaction.

• During its review of the Transaction, the Committee engaged directly with management and engaged with Xu & Xie CPA LLP (the “Independent Valuator”) as an independent valuator to gain a comprehensive understanding of the proposed Transaction and Global South’s business. This included evaluating the strategic rationale, the structure and terms of the investment and the financial forecasts provided by Global South, which formed the basis of the calculation of fair market value report (the “Fair Market Value Report”) prepared by the Independent Valuator. Particular attention was given to the reserve mechanism supporting the GSDC stablecoin and its implication for supporting the valuation obtained. The Committee also considered the valuation multiple applied to the reserve assets, benchmarking it against the only public listed stablecoin issuer of which it was aware, being Circle Internet Financial Inc., to assess the reasonableness of the assumptions.

• Although the Calculation of Fair Market Value Report is a calculation valuation, it was deemed satisfactory by both the Committee and the Board in assessing the Transaction. The Fair Market Value Report addressed the key elements necessary to evaluate the transaction, including scenario-based valuation ranges, sensitivity analyses, and the industry comparable. These inputs informed the Committee’s conclusion that the transaction is reasonable, from a financial point of view, to minority shareholders of the Company.
  
  
• The Company confirms that it is not aware of any prior valuations related to The Global South SAS and or otherwise relevant to the transaction made in the last 24 months.
  
• Based on the Fair Market Value Report prepared by Xu & Xie CPA LLP, and after careful consideration of all relevant factors, the Special Committee and the Board of Directors have concluded that the Transaction is fair, from a financial point of view, to the minority shareholders.

The Special Committee and the Board of Directors did not obtain a formal fairness opinion as indicated in the Circular. The fairness determination is based on the Fair Market Value Report analysis.

Shareholders are encouraged to carefully review the entirety of the Circular for additional information regarding the Meeting.

About RAMM Pharma Corp.

RAMM Pharma is active in the field of cannabinoid pharmacology and product formulation for cannabis-based pharmaceuticals and other hemp-based products with a unique and diversified international production and sales platform.

In Europe, RAMM's vertically integrated operations are based in Ragusa, Italy and Elbląg, Poland (60 kilometres east of Gdańsk), and include large extraction and processing facilities (in the case of Canapar Corp. which is a subsidiary of the Company). Hempoland is a licensed producer, contract manufacturer and distributor of hemp products, including CannabiGold-branded products and other white and private label products.

RAMM Pharma includes wholly owned subsidiaries Canapar Corp., HemPoland Sp. Z o.o., Medic Plast SA, Yurelan SA and RAMM Pharma Holdings Corp.

Additional information about the Company is available at www.wearerammpharma.com.

For further information, please contact:

José Roldan
Interim CFO
+598 95 050 823
jroldan@rammpharma.com

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, statements regarding the Transaction and Global South, 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 resolution of the litigation that Ramm is pursuing and defending; financial risk in connection with the litigation; the amount accrued in the Company’s financial statements in respect of the litigation; 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.

FAQ

What is RAMMF proposing to invest in Global South and when will shareholders vote?

RAMM proposes a US$5.0M investment for 10% of Global South; shareholders will vote at the Special Meeting on November 12, 2025.

How can RAMM increase its ownership in Global South after the initial investment?

RAMM will receive a five-year call option to acquire up to an additional 15% (total 25%) at a future post-money valuation of US$400M.

Will RAMM shareholders’ votes be restricted for the Global South transaction (RAMMF)?

Yes. Jackie Peter Burnett and Antonio Caruso will be excluded from voting due to material related-party interests; they collectively control 22.57% of shares.

Does the US$5.0M purchase price change if Global South value moves before closing?

No. The US$5.0M price for the 10% stake is fixed and has no upward or downward adjustment prior to closing.

How and when does RAMM expect to fund the US$5.0M investment (RAMMF)?

RAMM currently lacks funds and expects to monetize assets or obtain financing, aiming to complete the transaction within nine months, subject to approvals.