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RAMM Pharma Corp. — Interim / Quarterly Report 2025
Jun 27, 2025
47859_rns_2025-06-27_2298ae4b-d174-476d-aa5b-9a4493020dab.pdf
Interim / Quarterly Report
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RAMM
PHARMA
RAMM PHARMA CORP.
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2025, AND 2024
(UNAUDITED - EXPRESSED IN CANADIAN DOLLARS)
MANAGEMENT'S RESPONSIBILITY STATEMENT
The management of RAMM Pharma Corp. (the "Company") is responsible for preparing the unaudited condensed interim consolidated financial statements, the notes to the unaudited condensed interim consolidated financial statements and other financial information contained in these unaudited condensed interim consolidated financial statements (the "condensed interim consolidated financial statements").
Management prepares the condensed interim consolidated financial statements in accordance with International Financial Reporting Standards ("IFRS"). The condensed interim consolidated financial statements are considered by management to present fairly the Company's financial position and results of operations.
The management, in fulfilling its responsibilities, has developed and maintains a system of internal accounting controls designed to provide reasonable assurance that management assets are safeguarded from loss or unauthorized use, and that the records are reliable for preparing the condensed interim consolidated financial statements.
Jackie P. Burnett, Chief Executive Officer
June 27, 2025
NOTICE OF NO AUDITOR REVIEW OF THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
Under National Instrument 51-102 "Continuous Disclosure Obligations", if an auditor has not performed a review of the interim financial statements, the financial statements must be accompanied by a notice indicating that they have not been reviewed by an auditor.
The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company's management.
The Company's independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with standards established by CPA (Chartered Professional Accountants) Canada for a review of interim financial statements by an entity's auditor.
June 27, 2025
RAMM PHARMA CORP.
Table of Contents
- Condensed Interim Consolidated Statements of Financial Position 1
- Condensed Interim Consolidated Statements of Loss and Comprehensive Loss 2
- Condensed Interim Consolidated Statements of Changes in Equity 3
- Condensed Interim Consolidated Statements of Cash Flows 4
- Notes to the Condensed Interim Consolidated Financial Statements 5 - 24
RAMM PHARMA CORP.
Condensed Interim Consolidated Statements of Financial Position
(Unaudited - Expressed in Canadian Dollars)
| As at | Note | April 30, 2025 | October 31, 2024 |
|---|---|---|---|
| $ | $ | ||
| Assets | |||
| Current assets | |||
| Cash and cash equivalents | 5 | 745,336 | 814,040 |
| Trade and other receivables | 6 | 1,692,337 | 1,996,353 |
| Inventories | 7 | 1,948,280 | 2,541,152 |
| Current tax assets | 3,583 | 6,983 | |
| Total current assets | 4,389,536 | 5,358,528 | |
| Non-current assets | |||
| Property, plant and equipment | 8 | 11,088,916 | 11,028,730 |
| Intangible assets | 9 | 31,385 | 187,937 |
| Right-of-use assets | 10 | 42,379 | 173,658 |
| Total non-current assets | 11,162,680 | 11,390,325 | |
| Total assets | 15,552,216 | 16,748,853 | |
| Equity and liabilities | |||
| Liabilities | |||
| Current liabilities | |||
| Trade and other payables | 11 | 2,774,459 | 2,917,668 |
| Lease liabilities | 10 | 43,276 | 103,483 |
| Current tax liabilities | — | 8,022 | |
| Total current liabilities | 2,817,735 | 3,029,173 | |
| Non-current liabilities | |||
| Lease liabilities | 10 | — | 84,826 |
| Total non-current liabilities | — | 84,826 | |
| Total liabilities | 2,817,735 | 3,113,999 | |
| Equity | |||
| Share capital | 15 | 60,986,905 | 60,986,905 |
| Equity contribution | 4,353,772 | 4,353,772 | |
| Options reserve | 297,520 | 393,212 | |
| Contributed surplus | 6,963,719 | 6,868,027 | |
| Accumulated other comprehensive income | 7,272,908 | 6,943,478 | |
| Accumulated deficit | (67,140,343) | (65,910,540) | |
| Total equity | 12,734,481 | 13,634,854 | |
| Total equity and liabilities | 15,552,216 | 16,748,853 |
See accompanying notes to the condensed interim consolidated financial statements.
Commitments and contingencies – Note 17 Subsequent events – Note 19 Going concern – Note 1
Approved and authorized by the Board of Directors:
"Jackie P. Burnett" "Eric Klein"
Jackie P. Burnett Eric Klein
RAMM PHARMA CORP.
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
(Unaudited - Expressed in Canadian Dollars)
| Note | For the three months ended | For the six months ended | |||
|---|---|---|---|---|---|
| April 30, 2025 | April 30, 2024 | April 30, 2025 | April 30, 2024 | ||
| $ | $ | $ | $ | ||
| Revenue | 13 | 861,614 | 1,157,391 | 1,871,754 | 2,112,645 |
| Cost of sales | 14 | (711,174) | (777,854) | (1,497,806) | (1,485,879) |
| Gross profit | 150,440 | 379,537 | 373,948 | 626,766 | |
| Selling, general and administrative expenses, excluding share-based compensation | (994,147) | (2,163,574) | (2,438,773) | (3,886,262) | |
| Total selling, general and administrative expenses | 14 | (994,147) | (2,163,574) | (2,438,773) | (3,886,262) |
| Net loss from operating activities | (843,707) | (1,784,037) | (2,064,825) | (3,259,496) | |
| Interest income | 2,449 | 24,068 | 4,547 | 58,009 | |
| Other income | 286,502 | — | 372,460 | — | |
| Finance expense | (2,914) | (8,708) | (7,746) | (18,331) | |
| Gain on disposal of property, plant and equipment | 501,510 | — | 501,510 | — | |
| Impairment of receivable from related party | — | — | — | (757,108) | |
| Foreign currency translation loss | (57,346) | 34,718 | (31,201) | (48,708) | |
| 730,201 | 50,078 | 839,570 | (766,138) | ||
| Loss before income tax | (113,506) | (1,733,959) | (1,225,255) | (4,025,634) | |
| Income tax expense | 16 | 93,834 | — | 4,548 | — |
| Net loss for the period | (207,340) | (1,733,959) | (1,229,803) | (4,025,634) | |
| Exchange differences on translation | 511,607 | 344,096 | 329,430 | 914,280 | |
| Net comprehensive gain (loss) for the period | 304,267 | (1,389,863) | (900,373) | (3,111,354) | |
| Net loss per share for the period | |||||
| Basic and diluted | 15.2 | (0.0017) | (0.0145) | (0.0103) | (0.0337) |
| Weighted average number of shares outstanding | |||||
| Basic and diluted | 15.2 | 119,389,317 | 119,389,317 | 119,389,317 | 119,389,317 |
See accompanying notes to the condensed interim consolidated financial statements.
RAMM PHARMA CORP.
Condensed Interim Consolidated Statements of Changes in Equity
(Unaudited - Expressed in Canadian Dollars)
| Common shares | Share capital | Equity contribution | Option reserve | Contributed surplus | Accumulated other comprehensive income | Accumulated deficit | Total | |
|---|---|---|---|---|---|---|---|---|
| # | $ | $ | $ | $ | $ | $ | $ | |
| As of November 1, 2023 | 119,389,317 | 60,986,905 | 4,353,772 | 4,045,025 | 3,046,580 | 6,479,425 | (49,446,823) | 29,464,884 |
| Re-allocated on expiry or forfeiture of options | — | — | — | (10,628) | 10,628 | — | — | — |
| Exchange differences on translation | — | — | — | — | — | 914,280 | — | 914,280 |
| Net loss for the period | — | — | — | — | — | — | (4,025,634) | (4,025,634) |
| As of April 30, 2024 | 119,389,317 | 60,986,905 | 4,353,772 | 4,034,397 | 3,057,208 | 7,393,705 | (53,472,457) | 26,353,530 |
| As of November 1, 2024 | 119,389,317 | 60,986,905 | 4,353,772 | 393,212 | 6,868,027 | 6,943,478 | (65,910,540) | 13,634,854 |
| Re-allocated on expiry or forfeiture of options | — | — | — | (95,692) | 95,692 | — | — | — |
| Exchange differences on translation | — | — | — | — | — | 329,430 | — | 329,430 |
| Net loss for the period | — | — | — | — | — | — | (1,229,803) | (1,229,803) |
| As of April 30, 2025 | 119,389,317 | 60,986,905 | 4,353,772 | 297,520 | 6,963,719 | 7,272,908 | (67,140,343) | 12,734,481 |
See accompanying notes to the condensed interim consolidated financial statements.
RAMM PHARMA CORP.
Condensed Interim Consolidated Statements of Cash Flows
(Unaudited - Expressed in Canadian Dollars)
| For the six months ended | ||
|---|---|---|
| April 30, 2025 | April 30, 2024 | |
| $ | $ | |
| Net loss for the period | (1,229,803) | (4,025,634) |
| Adjustments for Items not affecting cash: | ||
| Unrealized effect of foreign currency | (230,571) | 207,136 |
| Recovery of impairment of trade receivables | 1,414 | (23,918) |
| Depreciation and amortization expense | 464,238 | 621,126 |
| Income tax expense | 4,548 | — |
| Interest expense on lease liabilities | 7,339 | 16,179 |
| Interest income | — | (58,009) |
| Gain on disposal of property, plant and equipment | (501,510) | — |
| Allowance for obsolete inventory | 14,188 | — |
| Impairment of investment | — | 757,108 |
| (1,470,157) | (2,506,012) | |
| Net changes in non-cash working capital balances: | ||
| Decrease (increase) in inventories | 578,684 | 544,337 |
| (Increase) Decrease in trade and other receivables | 302,604 | 27,512 |
| Decrease (Increase) in current tax assets | 3,400 | 3,187 |
| Increase (Decrease) in trade and other payables | (143,209) | (298,021) |
| Decrease in current tax liabilities | (8,022) | (6,911) |
| Net changes in non-cash working capital balances | 733,457 | 270,104 |
| Net cash flow used in operating activities | (736,700) | (2,235,908) |
| Cash flows provided by investing activities | ||
| Purchase of property, plant and equipment | — | (13,078) |
| Interest received | — | 33,834 |
| Change in related party loans | — | (19,316) |
| Proceeds from disposal of property, plant and equipment | 790,833 | — |
| Net cash flows provided by investing activities | 790,833 | 1,440 |
| Cash flows used in financing activities | ||
| Payment of lease liabilities (principal portion) | (111,407) | (114,264) |
| Interest expense on leases | — | (16,179) |
| Net cash flows used in financing activities | (111,407) | (130,443) |
| Net decrease in cash and cash equivalents before effect of exchange rate changes | (57,274) | (2,364,911) |
| Effect of exchange rate changes on cash and cash equivalents | (11,430) | (4,925) |
| Net decrease in cash and cash equivalents | (68,704) | (2,369,836) |
| Cash and cash equivalents at beginning of the period | 814,040 | 5,116,827 |
| Cash and cash equivalents at end of the period | 745,336 | 2,746,991 |
See accompanying notes to the condensed interim consolidated financial statements.
RAMM PHARMA CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended April 30, 2025, and 2024
(Unaudited - Expressed in Canadian Dollars)
1. NATURE OF OPERATIONS
RAMM Pharma Corp. (the "Company" or "RAMM") was incorporated under the laws of Canada by articles of incorporation dated July 21, 1987, as amended August 12, 1987 as MTC Growth Fund-I Inc. The registered office address of the Company is 82 Richmond St. E, Toronto, ON, M5C 1P1.
These condensed interim consolidated financial statements comprise the Company and its subsidiaries (together referred to as the "Group") (See Note 2.4). The Group is primarily engaged in pharmaceutical and medical product business, including cannabinoid pharmacology and product formulation for cannabis-based pharmaceuticals and other cannabis-based products.
The common shares of the Company are listed on the Canadian Securities Exchange (CSE) under the ticker symbol "RAMM".
Going concern
These consolidated financial statements have been prepared on a going concern basis which presumes that the Group will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of its operations. Accordingly, these condensed interim consolidated financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate. Should the Group be unable to generate sufficient cash flow from financing and operating activities, the carrying value of the Group's assets could be subject to material adjustments and other adjustments may be necessary to these financial statements should such events impair the Group's ability to continue as a going concern.
For the six months period ended April 30, 2025, the Group incurred a net loss of $1,229,803 (2024 - $4,025,634) and as at April 30, 2025, the Group has an accumulated deficit of $67,140,343 (October 31, 2024: $65,910,540). In addition, the Group incurred operating cash-outflow for the period ending April 30, 2025, of $735,597 (2024: $2,235,908). The Group's ability to continue as a going concern is dependent upon its ability to obtain sufficient additional funding and to generate sufficient revenues and positive cash flows from its operating activities to meet its obligations and fund its planned investments and operations. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Group's ability to continue as a going concern.
The Group's cash position has decreased significantly compared to the previous year. While the Group still had cash on hand as at April 30, 2025, management is to explore financing options if necessary to support ongoing operations and liquidity needs. However, there is uncertainty as to how long these funds will last. The application of the going concern assumption is dependent upon the Group's ability to generate future profitable operations and obtain the necessary financing to do so.
2. BASIS OF PRESENTATION
2.1. Statement of compliance
These condensed interim consolidated financial statements (the "Interim Financial Statements") have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").
These Interim Financial Statements were approved for issuance by the Company's Board of Directors on June 27, 2025.
2.2. Basis of measurement
These Interim Financial Statements have been prepared on the going concern basis, under historical cost convention except for certain financial instruments and options and warrants reserves, which are measured at fair value.
RAMM PHARMA CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended April 30, 2025, and 2024
(Unaudited - Expressed in Canadian Dollars)
Historical cost is generally based on the fair value of the consideration given in exchange for the goods purchased and services provided.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Please refer to Note 18.2 for fair value considerations.
2.3. Basis of preparation
The Interim Financial Statements were prepared in accordance with International Accounting Standard ("IAS") 34, Interim Financial Reporting ("IAS 34") as issued by the IASB.
Except as discussed in Note 3, the same accounting policies and methods of computation were followed in the preparation of the Interim Financial Statements as were followed in the preparation of the audited annual consolidated financial statements as at and for the years ended October 31, 2024 and 2023 (the "Annual Financial Statements"), prepared in accordance with IFRS as issued by the IASB.
The notes presented in the Interim Financial Statements include, in general, only significant changes and transactions occurring since October 31, 2024. As such, certain disclosures included in the Interim Financial Statements have been condensed or omitted. Accordingly, the Interim Financial Statements should be read in conjunction with the Annual Financial Statements.
The Interim Financial Statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business.
2.4. Principles of consolidation
The Interim Financial Statements represent the accounts of the Company and its subsidiaries. Subsidiaries are entities controlled by the Group. The Group 'controls' an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the Interim Financial Statements from the date on which control commences until the date on which control ceases.
The wholly owned subsidiaries of RAMM are as follows:
| Name | Description |
|---|---|
| Medic Plast S.A. (“Medic Plast”) (Uruguay) | Incorporated pursuant to Law 16.060 under the Business Companies Act (Uruguay) on October 26, 1988, Medic Plast is a pharmaceutical and medical product business. Medic Plast developed medically registered and approved plant derived cannabinoid pharmaceutical products. Its registered office, pharmaceutical laboratory and main warehouse facility address is Belloni 3027, Montevideo, Uruguay. |
| Yurelan S.A. (“Yurelan”) (Uruguay) | Incorporated pursuant to Law 16.060 under the Business Companies Act (Uruguay) on May 3, 2018, Yurelan is a Uruguayan company established for the purpose of growing and cultivating hemp and cannabis for medicinal purposes at its cultivation facility. Yurelan owns agricultural land and greenhouses in the Province of Salto, Uruguay. As of April 30, 2025, due to oversupply in the market Yurelan has not carried any operations related to hemp or cannabis growing and cultivation. The Company has put the agricultural facility up for sale. |
| RAMM Pharma Holdings Corp. (Canada) | RAMM Pharma Holdings Corp. was formed on March 1, 2019 pursuant to the Ontario Business Corporations Act to effect the listing of the Company's shares on the CSE. |
RAMM PHARMA CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended April 30, 2025, and 2024
(Unaudited - Expressed in Canadian Dollars)
Glediser S.A. ("Glediser") (Uruguay)
Incorporated pursuant to Law 16.060 under the Business Companies Act (Uruguay), Glediser is a Uruguayan company established for the purpose of formulating and producing animal nutrition and veterinary products which contain hemp and cannabis for medicinal purposes. Sale of its products have not met economic targets and due to inactivity over a long period of time, the Company has decided to discontinue commercial activities.
Canapar Corp ("Canapar"). (Canada)
Canapar is a federally incorporated Canadian company and Italian producer and processor of CBD oil and isolates from industrial hemp. Canapar holds a 100% interest in Canapar Srl a Socio Italy ("Canapar Srl"). Due to unsuccessful reconversion attempts of the Italian facility, Management has put the Company and/or its industrial facility located in Italy up for sale.
Hempoland S.p.a Z.o.o ("Hempoland) Poland
Hempoland is organized and existing under the laws of Poland and is a licensed producer, contract manufacturer and distributor of hemp products, including CannibiGold-branded products and other white and private label products. Management is assessing options for the continuation of Hempoland's operations.
Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated upon consolidation and preparation of these Condensed Interim Consolidated Financial Statements. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.
2.5. Functional and presentation currency
These condensed interim consolidated financial statements are presented in Canadian dollars, which is RAMM Pharma Corp.'s functional currency. References to $ are to Canadian dollars, unless otherwise stated.
As of April 30, 2025 and October 31, 2024, the functional currency was determined to be the Uruguayan Peso ("UYU") for the Group's subsidiaries, Medic Plast and Glediser, the US Dollar ("USD") for the Group's subsidiary Yurelan, Polish Zloty ("PLN") for the Group's subsidiary Hempoland and the Canadian Dollar for the Group's subsidiaries, RAMM Pharma Holdings Corp ("RPHC") and Canapar Corp. and Euro ("EUR") for Canapar's subsidiary Canapar Srl and its respective subsidiaries.
The assets and liabilities of foreign operations are translated into Canadian dollars at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into Canadian dollars at the average exchange rates during the period. Foreign currency differences are recognized in other comprehensive income ("OCI") and accumulated in the exchange differences on translation account.
Exchange rates used are as follows:
| Period end rates | Average rates for the three months ended | Average rates for the six months ended | ||||
|---|---|---|---|---|---|---|
| April 30, 2025 | October 31, 2024 | April 30, 2025 | April 30, 2024 | April 30, 2025 | April 30, 2024 | |
| $ | $ | $ | $ | $ | $ | |
| 1 Uruguayan Peso | 0.0329 | 0.0334 | 0.0334 | 0.0351 | 0.0331 | 0.0347 |
| 1 US Dollar | 1.3812 | 1.3916 | 1.4210 | 1.3571 | 1.4209 | 1.3522 |
| 1 European Euro | 1.5687 | 1.5122 | 1.5386 | 1.4652 | 1.5137 | 1.4678 |
| 1 Polish Zloty | 0.3679 | 0.3474 | 0.3652 | 0.3396 | 0.3562 | 0.3382 |
RAMM PHARMA CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended April 30, 2025, and 2024
(Unaudited - Expressed in Canadian Dollars)
3. MATERIAL ACCOUNTING POLICIES
The material accounting policies used in preparing these unaudited condensed interim consolidated financial statements are unchanged from those disclosed in the Company's audited annual consolidated financial statements for the year ended October 31, 2024, except for the below:
Lease Liability in a Sale and Leaseback
In September 2022, the IASB issued amendments to IFRS 16 – Leases (“IFRS 16”) relating to sale leaseback transactions for seller-lessees. The amendment adds a requirement that measuring lease payments or revised lease payments shall not result in the recognition of a gain or loss that relates to the right-of-use asset retained by the seller-lessee. The amendments are effective for annual reporting periods beginning on or after January 1, 2024. The adoption of these amendments does not have any material impact on the Group's consolidated financial statements.
Non-current Liabilities with Covenants
In October 2022, the IASB issued amendments to IAS 1 – Presentation of Financial Statements, which specifies that covenants whose compliance is assessed after the reporting date do not affect the classification of debt as current or non-current at the reporting date. Instead, the amendments require disclosure of information about these covenants in the notes to the financial statements. The amendments are effective for annual reporting periods beginning on or after January 1, 2024. The adoption of these amendments does not have any material impact on the Group's consolidated financial statements.
Standards, Amendments and Interpretations Issued but not yet Adopted
The following new standards, amendments and interpretations have been issued but are not effective for the fiscal year ended October 31, 2025, and, accordingly, have not been applied in preparing these condensed interim consolidated financial statements.
IAS 21 Amendments – Lack of Exchangeability
In August 2023, the IASB issued amendments to IAS 21 – The Effects of Changes in Foreign Exchange Rates in relation to Lack of Exchangeability. The amendments require entities to apply a consistent approach in assessing whether a currency can be exchanged into another currency, and in determining the exchange rate to use and the disclosures to provide when it cannot. These amendments are effective for annual reporting periods beginning on or after January 1, 2025, with early adoption permitted. The Company is assessing the potential impact of these amendments.
Classification and Measurement of Financial Instruments
In May 2024, the IASB issued amendments to IFRS 9 – Financial Instruments and IFRS 7 – Financial Instruments: Disclosures. The amendments relate to settling financial liabilities using an electronic payment system and assessing contractual cash flow characteristics of financial assets, including those with Environmental, Social, and Governance (ESG)-linked features. The IASB also amended disclosure requirements relating to investments in equity instruments designated at FVOCI and added disclosure requirements for financial instruments with contingent features. The amendments are effective for annual periods beginning on or after January 1, 2026, with early adoption permitted. The Company is assessing the impacts to the consolidated financial statements.
Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued the new standard IFRS 18 – Presentation and Disclosure in Financial Statements that will replace IAS 1 – Presentation of Financial Statements. The new standard introduces newly defined subtotals on the income statement, requirements for aggregation and disaggregation of information, and disclosure of Management Performance Measures (MPMs) in the financial statements. The new standard is effective for annual reporting periods beginning on or after January 1, 2027, with early adoption permitted. The Company is assessing the impacts to the consolidated financial statements.
RAMM PHARMA CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended April 30, 2025, and 2024
(Unaudited - Expressed in Canadian Dollars)
Subsidiaries without Public Accountability: Disclosures
In May 2024, the IASB issued IFRS 19 – Subsidiaries without Public Accountability: Disclosures. The new standard allows eligible subsidiaries to apply IFRS Accounting Standards with reduced disclosure requirements. The new standard is effective for annual reporting periods beginning on or after January 1, 2027, with early adoption permitted. The Company assessed the impact of the amendments and determined there to be no material impact on the consolidated financial statements. The Company is assessing the impact to its subsidiaries.
Annual Improvements
In July 2024, the IASB issued IFRS Accounting Standards Annual Improvements – Volume 11, which clarifies wording, correcting minor consequences, oversights, or conflicts among requirements in the Standards. The amendments affect IFRS 1 - First-time Adoption of International Financial Reporting Standards, IFRS 7 - Financial
Instruments: Disclosures, IFRS 9 - Financial Instruments, IFRS 10 - Consolidated Financial Statements, and IAS 7 - Statement of Cash Flows. These amendments will be effective for annual periods beginning on or after January 1, 2026, with early adoption permitted. The Company is assessing the impacts to the consolidated financial statements.
Contracts Referencing Nature- dependent Electricity
In December 2024, the IASB issued amendments to IFRS 9 and IFRS 7 - Contracts Referencing Nature dependent
Electricity. The amendments apply only to nature-dependent electricity contracts, which are those that generate variable levels based on uncontrollable factors such as weather conditions. These amendments will be effective for annual periods beginning on or after January 1, 2026, with early adoption permitted. The Company is assessing the impacts to the consolidated financial statements.
The accounting policies have been applied consistently by the Company's subsidiaries.
- USE OF JUDGMENTS AND ESTIMATES
In preparing these condensed interim consolidated financial statements, management has made judgments and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities, income, and expense. Actual results may differ from these estimates.
The significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those described in the Annual Financial Statements.
Information about assumptions made in measuring fair values is included in Note 18.2.
RAMM PHARMA CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended April 30, 2025, and 2024
(Unaudited - Expressed in Canadian Dollars)
5. CASH AND CASH EQUIVALENTS
| April 30, 2025 | October 31, 2024 | |
|---|---|---|
| $ | $ | |
| Cash in hand | 576 | 1,367 |
| Cash at banks | 744,760 | 812,673 |
| Cash and cash equivalents | 745,336 | 814,040 |
6. TRADE AND OTHER RECEIVABLES
| April 30, 2025 | October 31, 2024 | |
|---|---|---|
| $ | $ | |
| Trade account receivables | 887,789 | 875,235 |
| Allowance for impairment of trade receivables | (90,561) | (90,450) |
| Advances to suppliers | 79,643 | 101,663 |
| Other receivables | 394,918 | 391,406 |
| Government remittances recoverable | 403,563 | 460,173 |
| Prepaid expenses | 16,985 | 258,326 |
| Total trade and other receivables | 1,692,337 | 1,996,353 |
The movement in the reserve for allowance for impairment of trade receivables during the period was as follows:
| April 30, 2025 | October 31, 2024 | |
|---|---|---|
| $ | $ | |
| Opening balances | 90,450 | 148,660 |
| Expense (recovery) of loss allowance | 1,414 | (64,494) |
| Effect of movements in exchange rates | (1,303) | 6,284 |
| Allowance reserve for impairment of trade receivables | 90,561 | 90,450 |
7. INVENTORIES
| April 30, 2025 | October 31, 2024 | |
|---|---|---|
| $ | $ | |
| Finished goods and resale inventories | 1,223,171 | 1,159,698 |
| Raw materials | 3,018,363 | 3,621,148 |
| In-transit inventories | 90,819 | 163,732 |
| Reserve for excess and obsolete inventory | (2,384,073) | (2,403,426) |
| Total inventories | 1,948,280 | 2,541,152 |
See Note 14 for the amount of inventories expensed in "Cost of Sales".
RAMM PHARMA CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended April 30, 2025, and 2024
(Unaudited - Expressed in Canadian Dollars)
The movement in the reserve for excess and obsolete inventory during the period was as follows:
| April 30, 2025 | October 31, 2024 | |
|---|---|---|
| $ | $ | |
| Opening balances | 2,403,426 | 2,361,656 |
| Net remeasurement of loss allowance | 14,188 | 14,188 |
| Effect of movements in exchange rates | (33,541) | 27,582 |
| Reserve for excess and obsolete inventory | 2,384,073 | 2,403,426 |
8. PROPERTY, PLANT AND EQUIPMENT
The following tables outline the changes in the Group's property, plant and equipment for the period ended April 30, 2025:
| Land and buildings | Agricultural land and greenhouses | Plant and equipment | Vehicles | Fixtures and fittings | Assets under construction (Plant) | Total | |
|---|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | $ | $ | |
| Cost | |||||||
| Balance at 1 November 2023 | 3,037,450 | 1,542,226 | 5,131,929 | 451,924 | 475,718 | 12,047,740 | 22,686,987 |
| Additions | 7,798 | — | 14,633 | 25,000 | — | — | 47,431 |
| Impairment | (769,878) | — | (714,042) | 23,259 | (10,066) | (6,089,200) | (7,559,927) |
| Effect of movements in exchange rates | (126,530) | 5,004 | 264,698 | 1,755 | (55) | 365,349 | 510,221 |
| Balance at October 31, 2024 | 2,148,840 | 1,547,230 | 4,697,218 | 501,938 | 465,597 | 6,323,889 | 15,684,712 |
| Additions | — | — | — | — | — | — | — |
| Disposals | (342,354) | — | — | — | — | — | (342,354) |
| Impairment | — | — | — | — | — | — | — |
| Effect of movements in exchange rates | 58,091 | (10,755) | (107,509) | (133,705) | (8,251) | 480,051 | 277,922 |
| Balance at April 30, 2025 | 1,864,577 | 1,536,475 | 4,589,709 | 368,233 | 457,346 | 6,803,940 | 15,620,280 |
| Accumulated depreciation | |||||||
| Balance at 1 November 2019 | (193,790) | — | (1,411,425) | (126,939) | (181,103) | — | (1,913,257) |
| Disposal | — | — | — | 40,157 | — | — | 40,157 |
| Depreciation | (11,491) | (166,295) | (15,438) | (10,010) | (8,568) | — | (211,802) |
| Effect of movements in exchange rates | 28,729 | (43,887) | 197,869 | 15,472 | 24,258 | — | 222,441 |
| Balance at October 31, 2020 | (176,552) | (210,182) | (1,228,994) | (81,320) | (165,413) | — | (1,862,461) |
| Balance at 1 November 2023 | (389,331) | (737,963) | (2,375,005) | (232,717) | (298,040) | — | (4,033,056) |
| Depreciation | (56,198) | (123,660) | (373,510) | (76,972) | (30,237) | — | (660,577) |
| Effect of movements in exchange rates | 3,938 | (4,729) | 33,859 | (471) | 5,054 | — | 37,651 |
| Balance at October 31, 2024 | (441,591) | (866,352) | (2,714,656) | (310,160) | (323,223) | — | (4,655,982) |
| Depreciation | (16,651) | (808) | (145,269) | (32,724) | (14,299) | — | (209,751) |
| Disposals | 54,389 | — | — | — | — | — | 54,389 |
| Effect of movements in exchange rates | (5,201) | 5,689 | 146,684 | 116,938 | 15,870 | — | 279,980 |
| Balance at April 30, 2025 | (409,054) | (861,471) | (2,713,241) | (225,946) | (321,652) | — | (4,531,364) |
| Net book value | |||||||
| As at October 31, 2024 | 1,707,249 | 680,878 | 1,982,562 | 191,778 | 142,374 | 6,323,889 | 11,028,730 |
| Balance at April 30, 2025 | 1,455,523 | 675,004 | 1,876,468 | 142,287 | 135,694 | 6,803,940 | 11,088,916 |
RAMM PHARMA CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended April 30, 2025, and 2024
(Unaudited - Expressed in Canadian Dollars)
9. INTANGIBLE ASSETS
The following tables outline the changes in the Group's intangible assets for the period ended April 30, 2025:
| Software | Animal nutrition formulas and authorizations | Total | |
|---|---|---|---|
| $ | $ | $ | |
| Cost | |||
| Balance at 1 November 2023 | — | 1,552,941 | 1,552,941 |
| Additions | 7,319 | — | 7,319 |
| Effect of movements in exchange rates | (192) | — | (192) |
| Balance at October 31, 2024 | 7,127 | 1,552,941 | 1,560,068 |
| Additions | — | — | — |
| Effect of movements in exchange rates | (982) | — | (982) |
| Balance at April 30, 2025 | 6,145 | 1,552,941 | 1,559,086 |
| Accumulated amortization | |||
| Balance at 1 November 2023 | — | (1,060,543) | (1,060,543) |
| Amortization | (1,000) | (310,588) | (311,588) |
| Balance at October 31, 2024 | (1,000) | (1,371,131) | (1,372,131) |
| Amortization | (1,173) | (155,294) | (156,467) |
| Effect of movements in exchange rates | 897 | — | 897 |
| Balance at April 30, 2025 | (1,276) | (1,526,425) | (1,527,701) |
| Net book value | |||
| As at October 31, 2024 | 6,127 | 181,810 | 187,937 |
| As at April 30, 2025 | 4,869 | 26,516 | 31,385 |
RAMM PHARMA CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended April 30, 2025, and 2024
(Unaudited - Expressed in Canadian Dollars)
10. LEASES
The following tables outline the changes in the Group's leases for the period ended April 30, 2025:
| Right-of-use assets (land and buildings) | Lease 1 | Lease 2 | Lease 3 | Lease 4 | Total |
|---|---|---|---|---|---|
| $ | $ | $ | $ | ||
| As of November 1, 2023 | — | — | — | 393,854 | 393,854 |
| Depreciation charge for the year | — | — | — | (234,358) | (234,358) |
| Effect of movements in exchange rates | — | — | — | 14,162 | 14,162 |
| As of October 31, 2024 | — | — | — | 173,658 | 173,658 |
| As of November 1, 2024 | — | — | — | 173,658 | 173,658 |
| Remeasurement | — | — | — | 60,044 | 60,044 |
| Depreciation charge for the year | — | — | — | (98,020) | (98,020) |
| Closing Contract | — | — | — | (102,803) | (102,803) |
| Effect of movements in exchange rates | — | — | — | 9,500 | 9,500 |
| As of April 30, 2025 | — | — | — | 42,379 | 42,379 |
| Lease liabilities | Lease 1 | Lease 2 | Lease 3 | Lease 4 | Total |
| $ | $ | $ | |||
| As of November 1, 2023 | — | — | — | 405,140 | 405,140 |
| Additions | — | — | — | — | — |
| Interest expense | — | — | — | 27,387 | 27,387 |
| Lease payments | — | — | — | (258,226) | (258,226) |
| Decrease | (1,543) | (1,543) | |||
| Effect of movements in exchange rates | — | — | — | 15,706 | 15,706 |
| As of October 31, 2024 | — | — | — | 188,464 | 188,464 |
| As of November 1, 2024 | — | — | — | 188,464 | 188,464 |
| Additions | — | — | — | 62,554 | 62,554 |
| Interest expense | — | — | — | 7,339 | 7,339 |
| Lease payments | — | — | — | (111,407) | (111,407) |
| Decrease | (114,624) | (114,624) | |||
| Effect of movements in exchange rates | — | — | — | 10,950 | 10,950 |
| As of April 30, 2025 | — | — | — | 43,276 | 43,276 |
| Current | 43,276 | ||||
| Non- current | — | ||||
| 43,276 |
RAMM PHARMA CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended April 30, 2025, and 2024
(Unaudited - Expressed in Canadian Dollars)
11. TRADE AND OTHER PAYABLES
| April 30, 2025 | October 31, 2024 | |
|---|---|---|
| $ | $ | |
| Trade accounts payable | 680,512 | 644,375 |
| Salaries and employees benefit payable | 203,014 | 358,145 |
| Other payables | 436,357 | 460,572 |
| Government remittances payable | 1,454,576 | 1,454,576 |
| Total current trade and other payables | 2,774,459 | 2,917,668 |
12. RELATED PARTY TRANSACTIONS AND BALANCES
Related parties are defined as management, directors, and principal shareholders of the Group and/or members of their immediate family and/or other companies and/or entities in which a principal shareholder, director or senior officer is a principal owner or senior executive.
12.1. Key management personnel
Key management personnel are those persons having the authority and responsibility for planning, directing, and controlling activities of the entity, directly or indirectly. The key management personnel of the Company are the members of the Company's executive management team and Board, who control approximately 25% of the Shares of the Company on a fully diluted basis as of April 30, 2025.
Compensation provided to key management personnel is as follows:
| For the three months ended | For the six months ended | |||
|---|---|---|---|---|
| April 30, 2025 | April 30, 2024 | April 30, 2025 | April 30, 2024 | |
| $ | $ | $ | $ | |
| Management fees | 121,904 | 219,550 | 242,006 | 370,334 |
| Salaries | 41,211 | 78,041 | 89,134 | 94,615 |
| Director fees | 15,000 | 15,000 | 30,000 | 30,000 |
| 178,115 | 312,591 | 361,140 | 494,949 |
At April 30, 2025 and October 31, 2024, due to key management personnel amounted to $12,954 and $61,866, respectively, included in "trade and other payables".
14
RAMM PHARMA CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended April 30, 2025, and 2024
(Unaudited - Expressed in Canadian Dollars)
12.2. Other transactions
a) On November 2, 2020, the Company entered into a secured loan arrangement with Mr. Jack Burnett (CEO, Director and a shareholder of the Company who controls approximately 17% of the shares of the Company on a fully diluted basis as of October 31, 2024) pursuant to which the Company has loaned to Mr. Burnett US$1,100,000, equivalent to $1,464,980, (the "First Burnett Loan"). The First Burnett Loan accrues interest at the rate of 2.75% per annum, with a maturity date on November 2, 2024 that can be extended by one year at the option of Mr. Burnett. On July 23, 2024, the loan term was extended by one year, resulting in a new maturity date of November 2, 2025. The First Burnett Loan is secured by a pledge of securities, consisting of 3,000,000 RAMM common shares owned by Mr. Burnett. The terms of the agreement were negotiated between the Company and Mr. Burnett. The Company classified the First Burnett Loan as a financial asset at amortized cost, recognizing an initial fair value of $1,464,980. Shortly after the listing of Ramm's shares on the CSE in November 2019, the pandemic involving COVID-19 and the restrictions imposed by Health Organizations worldwide affected Ramm's business operations. As a consequence, Mr. Burnett was obliged to remain in Uruguay. The duration of the restrictions and related lockdown imposed was unknown. The General Manager of Medic Plast accepted the option provided by Government to not attend the workplace leaving a workforce of appx. 60 employees without on-site supervision. In this regard, Mr. Burnett assumed the responsibility of daily management of the Company. The board of directors (the "Board") of RAMM approved the making of a loan to Mr. Burnett to assist Mr. Burnett in his imposed stay in Uruguay.
For the three and six months period ended April 30, 2025, interest income recognized in relation to the First Burnett Loan under the effective interest method amounted to $nil (2024: $10,483 and $21,050).
For the year ended October 31, 2024, the Company accepted an impairment of $1,656,110 on the above loan due to insufficient collateral.
On April 30, 2025, the First Burnett Loan amounted to $nil (October 31, 2024: $nil) and is included in "Receivables from related parties".
b) On March 17, 2021, the Company entered into a secured loan arrangement with Mr. Burnett pursuant to which the Company loaned to Mr. Burnett $460,000 (the "Second Burnett Loan"). The Second Burnett Loan accrues interest at the rate of 5% per annum, with a maturity date of November 2, 2025. The Second Burnett Loan is secured by a pledge of securities, consisting of 2,000,000 RAMM common shares owned by Mr. Burnett. The terms of the agreement were negotiated between the Company and Mr. Burnett. In March 2021, Mr. Burnett agreed to acquire 2 million Ramm shares from Armando Blenkleider (the founder of Medic Plast), in order to facilitate the repayment of Mr. Blankleider's debt to Ramm and to maintain an orderly market preventing the selling of his shares. The Board approved the making of the loan.
For the three and six months period ended April 30, 2025, interest income recognized in relation to the Second Burnett Loan under the effective interest rate method amounted to $nil (April 30, 2024: $6,361 and $12,785).
For the year ended October 31, 2024, the Company accepted an impairment of $522,432 on the above loan due to insufficient collateral.
On April 30, 2025, the Second Burnett Loan amounted to $nil (October 31, 2024: $nil) and is included in "Receivables from related parties".
15
RAMM PHARMA CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended April 30, 2025, and 2024
(Unaudited - Expressed in Canadian Dollars)
13. REVENUE
The Group generates revenue primarily from the sale of medical devices and consumables, sale of pharmaceutical products and sale of cosmetics. Other sources of revenue include immaterial amounts related medical devices sterilization services.
Medical devices and consumables
Pharmaceutical formulations
Cosmetics products
Services
Other revenue
Total revenue
| For the three months ended | For the six months ended | ||
|---|---|---|---|
| April 30, 2025 | April 30, 2024 | April 30, 2025 | April 30, 2024 |
| $ | $ | $ | |
| 535,973 | 543,110 | 1,142,862 | 1,236,548 |
| 257,503 | 368,096 | 544,380 | 540,135 |
| 1,658 | — | 3,500 | — |
| 66,480 | 100,024 | 181,012 | 189,801 |
| — | 146,161 | — | 146,161 |
| 861,614 | 1,157,391 | 1,871,754 | 2,112,645 |
14. EXPENSES BY NATURE
For the three months ended April 30,
Raw materials, consumables and cost of resale inventories
Salaries and employees' benefits
Management fees (refer to note 12.1)
Directors fees
Professional fees
(Recovery of) impairment of trade receivables
Other taxes
Repair and maintenance
Utilities
Advertising and promotion
Insurance
Bank charges
Freights
Contracted services
Registrations and habilitations
Depreciation and amortization
Office supplies
Lease expense
Other expenses
Total
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Cost of Sales | SGA | Total | Cost of Sales | SGA | Total |
| $ | $ | $ | $ | $ | $ |
| 562,256 | — | 562,256 | 605,989 | — | 605,989 |
| 52,034 | 205,722 | 257,756 | 105,829 | 603,084 | 708,913 |
| — | 121,904 | 121,904 | — | 219,550 | 219,550 |
| — | 15,000 | 15,000 | — | 15,000 | 15,000 |
| — | 377,409 | 377,409 | 1,670 | 755,595 | 757,265 |
| — | (3,975) | (3,975) | — | (18,735) | (18,735) |
| 5,202 | 2,203 | 7,405 | 6,296 | 2,668 | 8,964 |
| 7,991 | 3,514 | 11,505 | 10,393 | 2,175 | 12,568 |
| 11,996 | 53,836 | 65,832 | 13,738 | 30,141 | 43,879 |
| — | 10,238 | 10,238 | — | 17,748 | 17,748 |
| — | 25,221 | 25,221 | — | 26,176 | 26,176 |
| — | 3,823 | 3,823 | — | 4,099 | 4,099 |
| 815 | 3,556 | 4,371 | — | 4,724 | 4,724 |
| 9,331 | 115,548 | 124,879 | 6,513 | 17,578 | 24,091 |
| 2,977 | — | 2,977 | 3,930 | — | 3,930 |
| 10,582 | 212,322 | 222,904 | 10,999 | 299,205 | 310,204 |
| 8,661 | 1,115 | 9,776 | 717 | 727 | 1,444 |
| — | 5,456 | 5,456 | — | 5,763 | 5,763 |
| 39,329 | (158,745) | (119,416) | 11,780 | 178,076 | 189,856 |
| 711,174 | 994,147 | 1,705,321 | 777,854 | 2,163,574 | 2,941,428 |
Ramm Pharma Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended April 30, 2025, and 2024
(Unaudited - Expressed in Canadian Dollars)
| For the six months ended April 30, | 2025 | 2024 | ||||
|---|---|---|---|---|---|---|
| Cost of Sales | SGA | Total | Cost of Sales | SGA | Total | |
| $ | $ | $ | $ | $ | $ | |
| Raw materials, consumables and cost of resale inventories | 1,224,593 | — | 1,224,593 | 1,056,875 | — | 1,056,875 |
| Salaries and employees' benefits | 106,234 | 460,165 | 566,399 | 249,617 | 1,045,141 | 1,294,758 |
| Management fees (refer to note 12.1) | — | 242,006 | 242,006 | — | 510,853 | 510,853 |
| Directors fees | — | 30,000 | 30,000 | — | 30,000 | 30,000 |
| Professional fees | 2,095 | 625,299 | 627,394 | 3,613 | 1,204,341 | 1,207,954 |
| (Recovery of) impairment of trade receivables | — | 1,414 | 1,414 | — | (23,918) | (23,918) |
| Other taxes | 7,099 | 5,505 | 12,604 | 12,598 | 5,152 | 17,750 |
| Repair and maintenance | 20,144 | 5,928 | 26,072 | 39,446 | 5,142 | 44,588 |
| Utilities | 22,570 | 116,376 | 138,946 | 26,471 | 66,175 | 92,646 |
| Advertising and promotion | — | 12,787 | 12,787 | — | 33,057 | 33,057 |
| Insurance | — | 51,099 | 51,099 | — | 55,143 | 55,143 |
| Bank charges | — | 6,431 | 6,431 | — | 7,299 | 7,299 |
| Freights | 815 | 7,276 | 8,091 | 2,769 | 9,506 | 12,275 |
| Contracted services | 14,265 | 223,767 | 238,032 | 25,405 | 38,268 | 63,673 |
| Registrations and habilitations | 13,929 | — | 13,929 | 8,690 | 69 | 8,759 |
| Depreciation and amortization | 20,965 | 443,273 | 464,238 | 21,579 | 599,547 | 621,126 |
| Office supplies | 12,489 | 4,738 | 17,227 | 7,396 | 5,349 | 12,745 |
| Lease expense | — | 10,810 | 10,810 | — | 11,303 | 11,303 |
| Other expenses | 52,608 | 191,899 | 244,507 | 31,420 | 283,835 | 315,255 |
| Total | 1,497,806 | 2,438,773 | 3,936,579 | 1,485,879 | 3,886,262 | 5,372,141 |
- EQUITY
15.1. Share capital
The Company is authorized to issue an unlimited number of common shares. As of April 30, 2025, there were 119,389,317 common shares issued and outstanding.
15.2. Loss per share
The calculation of basic Loss per share has been based on the loss attributable to common shareholders and weighted-average number of common shares outstanding.
The calculation of diluted loss per share has been based on the loss attributable to common shareholders and weighted-average number of common shares outstanding after adjustment for the effects of all dilutive potential common shares. At April 30, 2025, all 6,100,000 options (April 30, 2024: 3,542,187) were excluded from the diluted weighted-average number of common shares calculation because their effect would have been anti-dilutive.
Weighted-average number of common shares (basic and diluted)
| For the three months ended | For the six months ended | |||
|---|---|---|---|---|
| April 30, 2025 | April 30, 2024 | April 30, 2025 | April 30, 2024 | |
| # | # | # | # | |
| Shares outstanding at the beginning of the period | 119,389,317 | 119,389,317 | 119,389,317 | 119,389,317 |
| Effect of shares repurchased during the period | — | — | — | — |
| Weighted-average number of common shares at the end of the period | 119,389,317 | 119,389,317 | 119,389,317 | 119,389,317 |
RAMM PHARMA CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended April 30, 2025, and 2024
(Unaudited - Expressed in Canadian Dollars)
15.3. Stock Options
In October 2019, the Company adopted a stock option plan under which it is authorized to grant options to officers, directors, employees, or eligible contractors of the Group (all together "eligible grantees") enabling them to acquire common shares of the Company. The maximum number of common shares reserved for issuance of stock options that may be granted under the plan is 10% of the issued and outstanding common shares (on a non-diluted basis) of the Company. The options granted can be exercised and vest as determined by the Board of Directors. The exercise price of each option may not be less than the market price of the common shares on the date of grant.
In determining the amount of share-based compensation, the Company uses the Black-Scholes option pricing model to establish the fair value of options granted during the year, based on various assumptions and estimates. Expected life is estimated based upon the effects of non-transferability, exercise restrictions (including the probability of meeting market conditions attached to the options), and behavioral considerations. The risk-free rate is estimated based upon zero coupon Government of Canada bond yields with a term approximately equal to the expected life of the options. Volatility is estimated based upon the historical price volatility of comparable companies.
The following tables summarize information about options outstanding as of April 30, 2025 and April 30, 2024:
| Options Outstanding | Options Exercisable | ||||||
|---|---|---|---|---|---|---|---|
| April 30, 2025 | Weighted-average exercise price | Number of Options Outstanding | Weighted Average Remaining Contractual Life | Weighted Average Fair Value per Share (1) | Weighted-average exercise price | Number of Options Exercisable | Weighted Average Fair Value per Share (1) |
| $ | # | # (years) | $ | # | $ | $ | |
| Officers and Directors | 0.110 | 4,000,000 | 2.10 | 0.066 | 0.110 | 4,000,000 | 0.066 |
| Consultants | 0.050 | 2,000,000 | 2.29 | 0.016 | 0.050 | 2,000,000 | 0.016 |
| Employees | 0.050 | 100,000 | 2.29 | 0.016 | 0.050 | 100,000 | 0.016 |
| 0.089 | 6,100,000 | 2.16 | 0.049 | 0.089 | 6,100,000 | 0.049 | |
| Options Outstanding | Options Exercisable | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| April 30, 2024 | Weighted-average exercise price | Number of Options Outstanding | Weighted Average Remaining Contractual Life | Weighted Average Fair Value per Share (1) | Weighted-average exercise price | Number of Options Exercisable | Weighted Average Fair Value per Share (1) |
| $ | # | # (years) | $ | # | $ | $ | |
| Officers and Directors | 0.240 | 3,510,590 | 0.60 | 1.143 | 0.240 | 3,510,590 | 1.143 |
| Consultants | 0.923 | 31,597 | 0.84 | 0.673 | 0.923 | 31,597 | 0.673 |
| 0.246 | 3,542,187 | 0.60 | 1.139 | 0.246 | 3,542,187 | 1.139 |
(1) Note: Weighted average fair value per share is based on the estimated fair value of each option at the time of grant for options that are not remeasured each period.
During the year ended October 31, 2024, the Company granted 5,700,000 stock options to an employee, consultant, directors and officers. Each option is exercisable into one common share at an exercise price of $0.05 until August 2027 and vesting is immediate from the date of issue. The fair value of options has been estimated using the Black-Scholes pricing model with the following assumptions: (i) expected dividend yield of 0%; (ii) expected volatility of 166%; (iii) risk-free interest rate of 2.98%; (iv) share price of $0.02; (v) forfeiture rate of nil; and (vi) expected life of three years. The total fair value of the options at the grant date was $88,873.
RAMM PHARMA CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended April 30, 2025, and 2024
(Unaudited - Expressed in Canadian Dollars)
The following table is a summary of the changes in the Company's outstanding options for the period ended April 30, 2025:
| # of Options | Weighted-average exercise price | |
|---|---|---|
| Balance as of November 1, 2024 | 6,242,187 | 0.108 |
| Expired | (142,187) | 0.923 |
| Balance as of April 30, 2025 | 6,100,000 | 0.089 |
15.4. Transfer on subsidiary liquidation
During the year ended October 31, 2024, Marishanti Srl was liquidated which was the wholly owned subsidiary of Canapar. Accumulated exchange difference amounting to $38,428 has been transferred from accumulated other comprehensive income to accumulated deficit.
16. INCOME TAX
Income tax expense (recovery) is recognized at an amount determined by multiplying the profit (loss) before tax for the interim reporting period by management's estimate of the weighted-average annual income tax rate expected for the full financial year, adjusted for the tax effect of certain items recognized in full in the interim period, if any. As such, the effective tax rate in the condensed interim consolidated financial statements may differ from management's estimate of the effective tax rate for the annual consolidated financial statements.
The Company's combined Canadian federal and provincial statutory income tax rate is 26.5% for the three and six months ended April 30, 2025 (period ended April 30, 2024 – 26.5%). The rate is expected to apply for the full year and is applied to the pre-tax income of the three-month periods.
Current income tax asset included in the condensed interim consolidated statements of financial position comprises Medicplast' income tax advances and income tax recovery certificates.
Current income tax liability included in the condensed interim consolidated statements of financial position comprises Medicplast' income tax advances payable.
During the three and six months ended April 30, 2025 and 2024, the Company has not recognized deferred tax assets or liabilities.
17. COMMITMENTS AND CONTINGENCIES
From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business.
On September 5, 2024, a former Officer of the Company, Guillermo Delmonte, initiated litigation proceedings against the group regarding a labor related issue. The claim disputes the consulting service agreement that the Company had with Delmonte, to a labor related employment agreement. The claim was filed in Uruguay and is in the amount of USD 1,788,723. The Company is defending the action, dismissing the above amount claimed, recognizing an amount due to Delmonte of USD 4,203. The Company's defense to the action was submitted by its counsel on September 26th, 2024.
As of October 31, 2024, there was a pending lawsuit by a party in connection with certain damages and other relief claimed from the Company. At October 31, 2023, the Company had accrued $300,000 against that claim.
RAMM PHARMA CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended April 30, 2025, and 2024
(Unaudited - Expressed in Canadian Dollars)
On December 11, 2024 the court dismissed the plaintiffs claim but awarded the plaintiff $14,971. The provision recorded during the year ended October 31, 2022 was reversed during the year ended October 31, 2024 under professional fees included in Selling, general and administrative expenses.
As of April 30, 2025, there are no other proceedings in which any of the Group's directors, officers or affiliates is an adverse party or has a material interest adverse to the Company's interest.
18. FINANCIAL INSTRUMENTS
18.1. Financial risk management
The Group is exposed to credit, liquidity, and market risks (including foreign exchange risks, interest rates risks and price risks). The Group's management oversees the management of these risks.
18.1 (a) Credit Risk
The Company is moderately exposed to credit risk from its cash and cash equivalents, receivables from related parties and trade and other receivables. The risk exposure is limited to their carrying amounts reflected on the condensed interim consolidated statements of financial position. The risk for cash and cash equivalents is mitigated by holding these instruments with highly rated financial institutions. Trade and other receivables primarily consist of trade accounts receivable with State-owned Hospitals, Private Hospitals, Pharmacies, and other customers. The Company provides credit to customers in the normal course of business and the Management continually evaluates and monitors credit to customers to mitigate its credit risk.
The Group uses an allowance matrix to measure the ECLs of trade receivables from individual customers, which comprise a very large number of small balances.
Loss rates are calculated using a 'roll rate' method based on the probability of a receivable progressing through successive stages of delinquency to write-off. Roll rates are calculated separately for exposures in different segments based on the following common credit risk characteristics – geographic region, age of customer relationship and type of product purchased.
The following table provides information about the exposure to credit risk and ECLs for trade receivables from customers as of April 30, 2025 and October 31, 2024:
| April 30, 2025 | October 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Weighted-average loss rate | Gross Carrying amount | Loss allowance | Weighted-average loss rate | Gross Carrying amount | Loss allowance | |
| $ | $ | $ | $ | |||
| Current (not past due) | 0.1% | 643,781 | 763 | 0.1% | 669,043 | 778 |
| 1-30 days past due | 0.4% | 72,870 | 267 | 0.4% | 74,412 | 273 |
| 31-60 days past due | 0.8% | 19,708 | 154 | 0.8% | 33,941 | 265 |
| 61-90 days past due | 1.6% | 24,273 | 395 | 1.6% | 3,867 | 63 |
| More than 90 days past due | 70.0% | 127,157 | 88,982 | 94.8% | 93,972 | 89,071 |
| 10.2% | 887,789 | 90,561 | 10.3% | 875,235 | 90,450 |
RAMM PHARMA CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended April 30, 2025, and 2024
(Unaudited - Expressed in Canadian Dollars)
The movement in the allowance for impairment in respect of trade receivables during the period was as follows:
| April 30, 2025 | October 31, 2024 | |
|---|---|---|
| $ | $ | |
| Opening balances | 90,450 | 148,660 |
| Expense (recovery) of loss allowance | 1,414 | (64,494) |
| Effect of movements in exchange rates | (1,303) | 6,284 |
| Allowance reserve for impairment of trade receivables | 90,561 | 90,450 |
18.1 (b) Liquidity Risk
The Group's cash is currently invested in business accounts with high-credit quality financial institutions which are available on demand by the Group. The following are the remaining contractual maturities of financial instruments at the reporting date. The amounts are gross and undiscounted, and include contractual interest payments:
| April 30, 2025 | Under 1 year | Between 1-2 years | Between 2-3 years | Between 3-4 years | Over 5 years |
|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | |
| Financial assets | |||||
| Cash and cash equivalents | 745,336 | — | — | — | — |
| Trade and other receivables (i) | 1,192,146 | — | — | — | — |
| Receivables from related parties | — | — | — | — | — |
| 1,937,482 | — | — | — | — | |
| Financial liabilities | |||||
| Trade and other payables | 1,319,883 | — | — | — | — |
| Lease liabilities | 43,276 | — | — | — | — |
| 1,363,159 | — | — | — | — | |
| Under 1 year | Between 1-2 years | Between 2-3 years | Between 3-4 years | Over 5 years | |
| Contractual obligations | $ | $ | $ | $ | $ |
| Trade and other payables | 1,319,883 | — | — | — | — |
| Lease liabilities | 43,276 | — | — | — | — |
| 1,363,159 | — | — | — | — |
(i) Does not include VAT Credits, prepayments and advances to suppliers.
RAMM PHARMA CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended April 30, 2025, and 2024
(Unaudited - Expressed in Canadian Dollars)
October 31, 2024
| Under 1 year | Between 1-2 years | Between 2-3 years | Between 3-4 years | Over 5 years | |
|---|---|---|---|---|---|
| Financial assets | $ | $ | $ | $ | $ |
| Cash and cash equivalents | 814,040 | — | — | — | — |
| Trade and other receivables (i) | 1,176,191 | — | — | — | — |
| Receivables from related parties | — | — | — | — | — |
| 1,990,231 | — | — | — | — | |
| Financial liabilities | |||||
| Trade and other payables | 1,463,092 | — | — | — | — |
| Lease liabilities | 103,483 | 84,826 | — | — | — |
| 1,566,575 | 84,826 | — | — | — |
(i) Does not include VAT Credits, prepayments and advances to suppliers.
| Under 1 year | Between 1-2 years | Between 2-3 years | Between 3-4 years | Over 5 years | |
|---|---|---|---|---|---|
| Contractual obligations | $ | $ | $ | $ | $ |
| Trade and other payables | 1,463,092 | — | — | — | — |
| Lease liabilities | 103,483 | 84,826 | — | — | — |
| 1,566,575 | 84,826 | — | — | — |
18.1 (c) Foreign Currency Risk
The Group is exposed to transactional foreign currency risk to the extent that there is a mismatch between the currencies in which sales, purchases, receivables, and payables are denominated and the respective functional currencies of Group companies. The functional currencies of Group companies are primarily the Uruguayan Peso (UYU) and the US Dollar (USD). Currently, the Group does not use derivative instruments to reduce its exposure to foreign currency risk.
A 10% change in the value of the USD, UYU or the Euro (EUR) would have affected the measurement of financial instruments denominated in a foreign currency and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.
| Effect in thousands of Canadian dollars | Profit or loss | Equity | ||
|---|---|---|---|---|
| Strengthening $ | Weakening $ | Strengthening $ | Weakening $ | |
| April 30, 2025 | ||||
| EUR (10% movement) | 24 | (24) | — | — |
| UYU (10% movement) | 4 | (4) | (889) | 889 |
| USD (10% movement) | 70 | (70) | (104) | 104 |
| PLN (10% movement) | — | — | 182 | (182) |
| October 31, 2024 | ||||
| EUR (10% movement) | 48 | (48) | — | — |
| UYU (10% movement) | 8 | (11) | (908) | 908 |
| USD (10% movement) | 43 | (43) | 63 | (63) |
| PLN (10% movement) | — | — | 138 | (138) |
18.1 (d) Other market risks
The Company is exposed to interest rate and price risks on certain financial instruments but has determined that the risk is not significant.
RAMM PHARMA CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended April 30, 2025, and 2024
(Unaudited - Expressed in Canadian Dollars)
18.2. Fair Values
Financial instruments recorded at fair value on the condensed interim consolidated statements of financial position are classified using a fair value hierarchy that reflects the observability of significant inputs used in making the measurements. The fair value hierarchy has the following levels:
- Level 1 inputs are quoted prices in active markets for identical assets or liabilities at the measurement date.
- Level 2 inputs are observable inputs other than quoted prices included within Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable directly or indirectly.
- Level 3 inputs are unobservable inputs for the asset or liability that reflect the reporting entity's own assumptions and are not based on observable market data.
The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified to the lowest level of the hierarchy for which a significant input has been considered in measuring fair value.
The carrying amount of cash and cash equivalents, trade and other receivables, interest receivable, trade and other payable and provisions approximate their respective fair values due to their short-term nature. The carrying amounts of the receivables from related parties approximate their respective fair values due to consistency of current market rates and credit risk.
The following table provides information about how the fair values as of April 30, 2025, of the Company's other financial instruments are determined:
| Financial assets | Carrying values / Fair values | |||
|---|---|---|---|---|
| April 30, 2025 | October 31, 2024 | |||
| $ | $ | |||
| Cash | FVTPL | Level 1 | 745,336 | 814,040 |
| Trade and other receivables (i) | Amortized cost | 1,192,146 | 1,176,191 | |
| 1,937,482 | 1,990,231 | |||
| Financial liabilities | Carrying values / Fair values | |||
| April 30, 2025 | October 31, 2024 | |||
| $ | $ | |||
| Trade and other payables | Amortized cost | 1,319,883 | 1,463,092 | |
| Lease obligations | Amortized cost | 43,276 | 188,309 | |
| 1,363,159 | 1,651,401 |
(i) Does not include VAT Credits, prepayments and advances to suppliers.
The Group has determined that there have been no transfers between levels in the hierarchy by re-assessing categorization at the reporting dates.
The Company has performed a sensitivity analysis over key inputs to Level 3 investments and has determined that there is no potential corresponding impact on total comprehensive income.
RAMM PHARMA CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended April 30, 2025, and 2024
(Unaudited - Expressed in Canadian Dollars)
19. Subsequent Events
The Group has evaluated subsequent events from April 30, 2025, through the date these condensed interim consolidated financial statements were issued and has determined the following subsequent events to report:
On May 30, 2025, the Company's Chief Executive Officer, Jack Burnett, acquired 4,667,000 common shares of the Company pursuant to a Stock Transfer Agreement with a private vendor for total consideration of CAD $46,667. Following this acquisition, the CEO's ownership increased from approximately 18.47% to 22.38% of the Company's outstanding common shares. The transaction was completed for investment purposes and was carried out in reliance on the "private agreement exemption" under National Instrument 62-104 – Take-Over Bids and Issuer Bids.
The United States and Canadian governments levied new tariffs on imported goods. This has resulted in considerable economic uncertainty and market volatility. The company continues to monitor ongoing trade negotiations and assess the direct and indirect impacts on the Company's future financial results, if any, which are currently uncertain. The company is also assessing additional cost-saving measures to offset potential tariff-related expenses.
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