Mr. Jose Roldan reports

RAMM PHARMA CORP. PROVIDES ADDITIONAL DISCLOSURE IN CONNECTION WITH ITS UPCOMING SPECIAL MEETING OF SHAREHOLDERS

Ramm Pharma Corp. (including its wholly owned subsidiaries) wishes to supplement the information contained in its management information circular, dated Oct. 9, 2025 regarding its proposed transaction with The Global South SAS, 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, scheduled to take place on Nov. 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 $5-million (U.S.) investment by the company in Global South for 10 per cent of Global South's equity interests based on a postinvestment valuation of $50-million (U.S.). As a component of the proposed transaction, Ramm will be granted a call option to acquire up to an additional 15-per-cent equity interest in Global South, which would increase its total ownership to 25 per cent at a future postmoney valuation of $400-million (U.S.). The call option will have a term of five years commencing upon the successful completion of the of the initial $5-million (U.S.) 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, due to Global South being wholly owned by Jackie Peter Burnett, chief executive officer, chairman and control person of the company. As a result, Mr. Burnett will be excluded from voting on the transaction. 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, Mr. Burnett and Mr. Caruso own, or exercise control or direction over, 26,945,416 common shares in the capital of the company, representing approximately 22.57 per cent of the issued and outstanding shares. Ayrton Augereau-Burnett, director of Medic Plast SA, the company's Uruguayan subsidiary, is also expected to become a senior officer of Global South following completion of the transaction. Mr. Augereau-Burnett does not own any shares. Further, the company notes that while 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-per-cent 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 $5-million (U.S.) purchase price to acquire the 10-per-cent 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 of the board of directors was formed on Sept. 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 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 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 Elblag, Poland (60 kilometres east of Gdansk), 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.

We seek Safe Harbor.