Ramm receives shareholder OK for Global South deal

Executive Summary

• Ramm Pharma Corp. received minority shareholder approval for a proposed $5 million U.S. investment in The Global South S.A.S. at a special meeting held on November 12, 2025.
• The transaction grants Ramm Pharma a 10% equity interest in Global South based on a post-investment valuation of $50 million U.S.
• Ramm Pharma is granted a call option to acquire an additional 15% equity interest (bringing total ownership to 25%) at a future post-money valuation of $400 million U.S., exercisable within five years of the initial investment.
• The company currently lacks the necessary funds to complete the transaction and is considering financing options, with no certainty regarding timing or completion.

Key Details

• Shareholder Approval: Minority shareholders approved the transaction at a special meeting held on November 12, 2025, following the management information circular dated October 9, 2025.
• Initial Investment Structure:
  • Investment Amount: $5 million (U.S.).
  • Equity Acquired: 10% of Global South S.A.S.
  • Valuation: Based on a post-investment valuation of $50 million (U.S.).
• Call Option Terms:
  • Additional Equity: Option to acquire an additional 15% equity interest.
  • Total Ownership: Would increase total ownership to 25%.
  • Exercise Price/Valuation: Based on a future post-money valuation of $400 million (U.S.).
  • Term: Five years, commencing upon the successful completion of the initial $5 million investment.
• Funding Status: The company explicitly states it currently lacks the necessary funds to complete the transaction and is considering financing options.
• Closing Conditions: Completion is subject to the negotiation of definitive documentation, customary closing conditions, and receipt of all applicable regulatory approvals.
• Certainty: There is no certainty as to the timing of completion or whether the transaction will be completed at all.