Ramm Pharma supplements information circular

Executive Summary

• Ramm Pharma Corp. is supplementing its management information circular regarding a proposed $5 million USD investment in The Global South SAS, a private Uruguayan entity developing a BRICS-pegged stablecoin (GSDC).
• The transaction is classified as a related party transaction under Multilateral Instrument 61-101 because The Global South SAS is wholly owned by Ramm Pharma’s CEO, Jackie Peter Burnett; consequently, minority shareholder approval is required at a special meeting scheduled for November 12, 2025.
• Ramm Pharma will acquire a 10% equity stake in Global South for $5 million USD (based on a $50 million post-investment valuation) and will be granted a call option to acquire an additional 15% stake (bringing total ownership to 25%) at a future valuation of $400 million USD.

Key Details

• Transaction Structure:
  • Initial Investment: $5 million USD for a 10% equity interest in The Global South SAS.
  • Valuation: Based on a post-investment valuation of $50 million USD.
  • Call Option: Ramm Pharma receives a call option to acquire up to an additional 15% equity interest, increasing total ownership to 25%.
  • Option Valuation: The call option allows acquisition at a future post-money valuation of $400 million USD.
  • Option Term: Five years, commencing upon successful completion of the initial $5 million investment.
  • Price Adjustment: The $5 million purchase price is fixed; there is no upward or downward price adjustment mechanism if Global South's value changes before completion.
• Shareholder Approval & Voting Restrictions:
  • Meeting Date: November 12, 2025, at 2:30 p.m. Toronto time.
  • Proxy Cut-off: Waived; proxy forms accepted until one hour prior to the meeting.
  • Excluded Voters:
    • Jackie Peter Burnett (CEO, Chairman, Control Person): Owns/exercises control over 26,945,416 shares (~22.57% of issued/outstanding shares).
    • Antonio Caruso (President of Hempoland Sp. z o.o.): Excluded due to material interest as he is expected to become a senior officer of Global South.
    • Ayrton Augereau-Burnett (Director of Medic Plast SA): Excluded as he is expected to become a senior officer of Global South (owns no shares).
  • Included Voter: Daniel Augereau (Director) recused himself from board voting due to conflict of interest but his shares are not excluded from voting as he is not a "related party" under MI 61-101.
• Funding & Timing:
  • Ramm Pharma currently lacks sufficient funds and intends to monetize assets or obtain financing to complete the transaction.
  • Global South and Mr. Burnett have committed to ensuring Ramm Pharma can receive its 10% interest once funds are raised.
  • Expected completion within the next nine months, subject to definitive documentation and regulatory/shareholder approvals.
• Target Company (The Global South SAS):
  • Private Uruguayan simplified stock company (SAS).
  • Developer of GSDC, a multicurrency fiat-pegged stablecoin.
  • GSDC Peg: Anchored to a basket of BRICS+ fiat currencies (CNH, INR, BRL, ZAR, IDR, THB).
  • Backing: Backed by a basket of BRICS real-world assets (RWAs), including government bonds, highly liquid securities, and commercial paper.
• Valuation & Due Diligence:
  • Independent Valuator: Xu & Xie CPA LLP prepared a fair market value report.
  • Committee Review: A special committee of the board reviewed the transaction, engaging with management and the valuator.
  • Benchmarking: Valuation multiples were benchmarked against Circle Internet Financial Inc.
  • Conclusion: The special committee and board concluded the transaction is fair, from a financial point of view, to minority shareholders. No formal fairness opinion was obtained.
  • Prior Valuations: No prior valuations of Global South or relevant assets were identified in the last 24 months.

Notable Quotes

• "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."
• "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."
• "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."