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

Executive Summary

• RAMRAM Pharma Corp. seeks shareholder approval for a proposed US $5 million investment in Global South S.A.S., acquiring a 10% equity stake at a post‑investment valuation of US $50 million.
• The transaction includes a five‑year call option for RAMRAM to purchase an additional up‑to‑15% (total potential ownership 25%) at a future post‑money valuation of US $400 million.
• Approval is required because the deal is classified as a related‑party transaction under MI 61‑101; several insiders will be excluded from voting.

Key Details

• Transaction Amount & Ownership: US $5 million for 10% of Global South’s equity (post‑investment valuation US $50 million).
• Call Option: Up to an additional 15% equity, raising total possible ownership to 25%; option term is five years from completion of the initial investment.
• Valuation Basis: Fair Market Value Report prepared by Xu & Xie CPA LLP; no formal fairness opinion obtained.
• Shareholder Vote: Required at a Special Meeting on 12 Nov 2025 (2:30 p.m. Toronto time); proxy cut‑off waived to one hour before the meeting.
• Related‑Party Controls: Jackie Peter Burnett (CEO/Chair) and Antonio Caruso (President of Polish subsidiary) will be excluded from voting due to material interests; together they control ~22.57% of RAMRAM’s shares.
• Funding Plan: RAMRAM does not currently have sufficient cash; intends to monetize assets or obtain financing (debt or asset sales) to fund the investment.
• Closing Timeline: Company expects to complete the transaction within nine months, subject to definitive agreements, customary closing conditions, and all required shareholder/regulatory approvals.
• Price Stability Clause: Purchase price of US $5 million is fixed; no upward/downward adjustment based on future valuation changes of Global South.
• Strategic Rationale: Participation in the GSDC stablecoin ecosystem to create shareholder value; Global South develops a multicurrency, BRICS‑plus backed stablecoin.

Notable Quotes

(No direct quotes were provided in the release.)