RAMM Pharma Corp. Receives Minority Shareholder Approval for Proposed Investment Transaction with The Global South S.A.S.

Rhea-AI Summary

RAMM Pharma (CSE: RAMM / OTC: RAMMF) announced minority shareholders approved a proposed investment in The Global South S.A.S. at a Special Meeting on November 12, 2025. The Company will invest US$5.0 million for a 10% equity stake based on a post-investment valuation of US$50,000,000. RAMM will also receive a five-year call option to buy an additional 15% (bringing total ownership to 25%) at a future post-money valuation of US$400,000,000. The Company currently lacks the funds to close and is evaluating financing options; completion remains subject to definitive agreements and regulatory approvals.

Positive

• Initial equity stake of 10% for US$5.0 million
• Five-year call option to increase ownership to 25%
• Defined option target valuation of US$400 million

Negative

• Company currently lacks funds to complete the US$5.0 million investment
• No certainty on timing or completion; subject to financing and approvals

TORONTO, Nov. 13, 2025 (GLOBE NEWSWIRE) -- RAMM Pharma Corp. (including its wholly owned subsidiaries, the “Company” or “RAMM”) (CSE: RAMM) is pleased to announce that its previously announced proposed investment transaction (the “Transaction”) with The Global South S.A.S., as outlined in the management information circular (the “Circular”) dated October 9, 2025, has been approved by the Company’s minority shareholders at the Company’s Special Meeting of Shareholders held on November 12^th, 2025.

The Transaction involves a US$5 million investment by the Company in The Global South S.A.S. for 10% of its equity interest based on a post-investment valuation of US$50,000,000. As a component of the Transaction, RAMM will be granted a call option to acquire up to an additional 15% equity interest in The Global South S.A.S., 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 initial US$5 million investment by the Company. As noted in the Circular, the Company currently lacks the necessary funds to complete the Transaction and is considering its financing options. There can be no certainty as to the timing of completion of the Transaction or whether 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 regulatory approvals.

For additional information regarding the Transaction, please refer to the Circular.

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 did RAMM Pharma (RAMMF) shareholders approve on November 12, 2025?

Minority shareholders approved a proposed US$5.0 million investment for a 10% equity stake in The Global South S.A.S.

How much ownership can RAMM Pharma reach under the call option and over what term?

RAMM can acquire an additional 15% (totaling 25%) under a call option with a five-year term.

What valuations are specified for the initial investment and the option in the RAMMF transaction?

Initial post-investment valuation is US$50,000,000; the option references a future post-money valuation of US$400,000,000.

Does RAMM Pharma have the funds to close the Transaction now?

No; the company noted it currently lacks necessary funds and is considering financing options.

What conditions must be met before the RAMMF investment transaction closes?

Completion requires negotiation of definitive documentation, customary closing conditions, and receipt of applicable regulatory approvals.