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RAMM Pharma Corp. — Management Reports 2025
Jun 27, 2025
47859_rns_2025-06-27_46cf4802-acf2-44da-9bbc-261557202230.pdf
Management Reports
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R A M M
P H A R M A
CSE: RAMM
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2025
June 27, 2025
RAMM PHARMA CORP.
MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2025
Introduction
This Management's Discussion and Analysis ("MD&A") has been prepared by management of RAMM Pharma Corp. ("RAMM" or the "Company") with an effective date of June 27, 2025.
Throughout this MD&A, unless otherwise specified, "RAMM", "the Company", "we", "us" or "our" refer to RAMM Pharma Corp. and its subsidiaries: Medic Plast SA, Yurelan SA, Glediser SA, RAMM Pharma Holdings Corp, Canapar Corp and Hempoland Sp.z.o.o.
This MD&A should be read in conjunction with the unaudited condensed interim consolidated financial statements of the Company and notes thereto for the three and six months ended April 30, 2025 (the "Interim Financial Statements") and the audited consolidated financial statements of the Company and notes thereto for the year ended October 31, 2024 (the "Annual Financial Statements"). In preparing this MD&A, we have taken into account information available to us up to June 27, 2025, unless otherwise stated.
The Interim Financial Statements have been prepared by management in accordance with International Accounting Standards 34 ("IAS 34") Interim Financial Reporting, and the Annual Financial Statements in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").
All amounts are expressed in Canadian Dollars unless otherwise noted.
Other information contained in this document has also been prepared by management and is consistent with information included in the Financial Statements.
You will find the Company's financial statements on SEDAR at www.sedarplus.ca.
This MD&A contains commentary from the Company's management regarding the Company's strategy, operating results, financial position and outlook. Management is responsible for the accuracy, integrity, and objectivity of the MD&A, and develops, maintains and supports the necessary systems and controls to provide reasonable assurance as to the accuracy of the comments contained herein.
The Audit Committee and the Board of Directors provide an oversight role with respect to all public financial disclosures by the Company. The Board of Directors approves the Financial Statements and MD&A after the completion of its review and recommendation for approval by the Audit Committee, which meets periodically to review all financial reports, prior to filing.
The registered office address of the Company is 82 Richmond St. E, Toronto, ON, M5C 1P1.
The Company is currently a reporting issuer in British Columbia, Alberta, Ontario and Quebec.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this MD&A constitute "forward-looking information" and "forward looking statements". All statements other than statements of historical fact contained in this MD&A, including, without limitation, those regarding the future financial position and results of operations, strategy, plans, objectives, goals, targets and future developments of the Company in the markets where the Company participates or is seeking to participate, and any statements preceded by, followed by or that include the words "believe", "expect", "aim", "intend", "plan", "continue", "will", "may", "would", "anticipate", "estimate", "forecast", "predict", "project", "seek", "should" or similar expressions or the negative thereof, are forward-looking statements.
Forward-looking statements and information include, without limitation, the information concerning possible or assumed future results of operations of RAMM. These statements are not historical facts but instead represent only the Company's expectations, estimates and projections regarding future events. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements. Management provides forward-looking statements because it believes they provide useful information to readers when considering their investment objectives and cautions readers that the information may not be appropriate for other purposes. Consequently, all of the forward-looking statements made in this MD&A are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company. These forward-looking statements are made as of the date of this MD&A and the Company assumes no obligation to update or revise them to reflect subsequent information, events or circumstances or otherwise, except as required by law.
RAMM PHARMA CORP.
MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2025
The forward-looking statements in this MD&A are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future, including assumptions regarding business and operating strategies, and the Company's ability to operate on a profitable basis. RAMM does not undertake any obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this report, except as may be required by law.
Some of the risks which could affect future results and could cause results to differ materially from those expressed in the forward-looking statements contained herein include: volatility in market prices for cannabis and cannabis derived products; risks and liabilities inherent in cannabis operations; the ability to comply with applicable governmental regulations and standards; competition for, among other things, customers and market share, capital and skilled personnel; operational risks in Uruguay related to social, political, economic, legal and fiscal; instability as well as environmental changes; incorrect assessments of the value of acquisitions and development programs; technical and processing problems; energy prices and supply; supply of raw materials; risks inherent in rural real estate; actions by governmental authorities, including increases in taxes; the availability of capital on acceptable terms; fluctuations in foreign exchange, currency or interest rates and stock market volatility; inflation in Uruguay; operations in Spanish; enforcement of judgements; failure to realize the anticipated benefits of acquisitions; the ability to obtain patent protection and protect the Company's intellectual property rights and not infringe on the intellectual property rights of others; stock market volatility; potential labor unrest; the current global financial conditions and the other factors specifically identified as risk factors in this MD&A.
In addition to the factors set out above and those identified in under "Risks and Uncertainties", other factors not currently viewed as material could cause actual results to differ materially from those described in the forward-looking statements. Although RAMM has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors and risks that cause actions, events or results not to be anticipated, estimated or intended. Accordingly, readers should not place any undue reliance on forward-looking statements.
Overview of the Company
Background
RAMM is involved in the field of cannabinoid product formulation for certain cannabis-based pharmaceutical and other cannabis-based products.
RAMM currently has multiple approved and registered products that have been authorized for sale, as well as other products in various stages of development. RAMM also owns and operates a state-of-the-art GMP certified cannabis formulation facility in Uruguay and Poland to ensure their products are compliant with the highest quality standards to address international markets. Further to its industry leading activities in the cannabis sector, RAMM owns and operates a medical services business in Uruguay and a cosmetic and nutraceutical business in the European Union.
Operations in Uruguay
Medic Plast
Medic Plast S.A is a participant in the field of cannabinoid pharmacology and product formulation for cannabis-based pharmaceuticals and other cannabis-based products. Founded in 1988 in Montevideo, Uruguay, Medic Plast is a well-established pharmaceutical and medical product business and amongst the first in the world to have developed a medically registered and approved plant derived cannabinoid pharmaceutical products.
Medic Plast currently holds an industrialization license for cannabis-based products issued by IRCCA and multiple approved and registered products by the Ministry of Health that have been authorized for sale in Uruguay and Peru and in Brazil and Argentina under compassionate use.
Further to its activities in the cannabis sector, Medic Plast operates a pharmaceutical, cosmetic and medical services business which has been servicing the local market for over 35 years.
Due to adverse market conditions, the Company has implemented both a workforce reduction and a decrease in its commercial activity. Management continues to assess the potential discontinuation of commercial operations.
RAMM PHARMA CORP.
MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2025
Yurelan
Yurelan S.A is a Uruguayan company established in May 2018. Yurelan's purpose was to grow and cultivate hemp and cannabis for medicinal purposes. As of this date and due to the oversupply in the market, Yurelan has not carried out any commercial operations related to hemp or cannabis growing and cultivation. The Company has put the agricultural facility up for sale.
Glediser
Glediser S.A is a Uruguayan company, developer of cannabis-based products for pets and animals. Glediser's products are manufactured under two main brands - NettaPet which is focused on nutrition, and NettaVet which is focused on the development of specialized veterinary and medicinal products.
Sales 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.
Operations in Italy
Canapar SRL
Canapar is an Italy-based manufacturer and processor of extracts, raw full spectrum, distillates and isolated forms. Due to the deteriorating Italian regulatory framework (see legal framework section), the company has not commenced its hemp-related operations and Management is examining various possibilities, including conversion to other commercially viable options and sale of the Company and/or the facility. However, recent events in the Italian regulatory framework concerning cannabidiol and hemp-extracts, have excluded the possibility of production and processing of cannabidiol for sale in the Italian market, for the time being, with the exception of API produced for pharmaceutical use. In Management's view, the pharmaceutical cannabis market is currently saturated and any investment to reach EU-GMP status of the Italian facility would not be economically viable in the current medical cannabis global marketplace. Current consolidation of the industry and future loss of competition in the space could provide a commercially viable future.
The Company has put Canapar and/or the Italian facility up for sale.
Operations in Poland
Hempoland
Hempoland is organized and existing under the laws of Poland and is a licensed producer, contract manufacturer and distributor of hemp products, including CannabiGold-branded products and other white and private label products.
Due to adverse market conditions, Management is assessing the potential discontinuation of commercial operations.
Regulatory Framework
The regulatory and legal framework of cannabis in Uruguay
Current State of Laws in the Country of Operation (Uruguay-Applicable Law).
Applicable Law: The term Applicable Law, as used herein, shall include without limitation Decree-Law N° 14.294, Decree-Law 15.443, law 19.172, law 19.845, law 19.847, Decrees 120/2014, 372/2014, 250/2015, 79/2016, 403/2016, 18/2020, 298/2017, 214/2020, 215/2020, 282/2020, 246/2021 and 56/2023.
Law Framework – Drugs Law and Cannabis Law.
Uruguayan Decree-Law No. 14.294 (the "Drugs Law"), indicates that the Uruguayan government has a monopoly over the import and export of drugs. In that sense the planting, cultivation, harvesting and commercialization of any plant (including cannabis) from which any drugs and other substances that create physical or psychological dependence, are prohibited. The performance of activities involving drugs carried out illegally, or involving goods, products or instruments proceeding from the aforementioned, are considered criminal offences and/or money laundry.
RAMM PHARMA CORP.
MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2025
On December 20th, 2013, in Uruguay, Law No. 19.172 (the "Cannabis Law") was enacted, giving the Government control over and the capacity to regulate the following activities: importing, exporting, planting, cultivation, harvesting, production, acquisition, storage, marketing and distribution of cannabis and its derivatives.
In December 2019, the Uruguayan parliament approved two new laws, number 19.845 which declares public interest in the scientific research on cannabis and its applications in all areas of knowledge and number 19.847 which seeks to protect, promote and improve public health through controlled and accessible quality products, based on cannabis or cannabinoids, as well as medical advice and information on the benefits and risks of its use.
On February 27, 2023 it was issued Decree number 56/023 which regulates law 19.847. This Decree establishes the conditions to guarantee quality and safe access for users who are undergoing medical treatment and are prescribed products based on cannabis or cannabinoids. It regulates the terms and conditions of access to master formulas based on extracts of Cannabis or standardized cannabinoids and the conditions for obtaining licenses and authorizations for manufacturing pharmacies. It regulates the operation of the National Program for Access to Medicinal and Therapeutic Cannabis of the Ministry of Public Health (MSP) and the Technical Advisory Committee for the implementation of Law No. 19,847.
IRCCA – the Regulator
The Cannabis law also created the "Instituto de Regulación y Control del Cannabis" (IRCCA), https://www.ircca.gub.uy/, which has the purpose of regulating and controlling the activities mentioned here over. IRCCA's objectives among others are to increase awareness and reduce risks and health damage associated with the use of cannabis. IRCCA is in charge also to advise the Presidency of Uruguay on cannabis policies.
For cannabis regulation, three main and initial decrees were issued by the Uruguayan government:
- Decree 120/2014 - "Recreational" - (May 6th, 2014), concerning psychoactive cannabis for non-medicinal or scientific research use, which includes regulation of the production for dispensing to pharmacies licensed to sell to individual domestic production for personal or shared consumption at home, and cannabis clubs' production for the consumption of by their members (recreational cannabis)
- Decree 372/2014 - "Industrial" - (December 16th, 2014), related to hemp for industrial use, non-medicinal or scientific research use (non-psychoactive cannabis plants or parts containing less than 1% THC and seeds not exceeding 0.5% THC); and
- Decree 46/2015 - "Medicinal and Scientific" - (February 4th, 2015) related to psychoactive and non-psychoactive cannabis to be used for scientific research or the development of specialties for medicinal use, this Decree is not enforced and was substituted by Decree 246/2021 (July 28th, 2021).
On October 15th, 2020, through Decree 282/020, the Executive Power approved that Customs Warehouses may carry out operations as commercial warehouses or storage warehouses for cannabis-based products, cannabis derivatives or cannabinoids, plants and/or finished or semi-finished cannabis products for medicinal purposes, as long as the nature of the products is not modified.
"Recreational" comments
Currently, there are three legal methods of accessing recreational cannabis for all Uruguayan citizens and permanent residents over the age of 18, as follows:
- Pharmacies. People can purchase up to 40 grams of cannabis per month (10 grams per week) in pharmacies licensed by IRCCA without any prescription, which is to be produced by commercial growers who are specifically licensed by IRCCA. To access cannabis, users must first register with IRCCA. Today there are five companies licensed to produce up to 2 tons of cannabis per year.
- Home production. People can harvest up to six cannabis plants per household for their own consumption. The flowers shall be female and consumers shall first register the plants at IRCCA. The total annual production of cannabis cannot exceed 480 grams.
- "Cannabis clubs" – People can be a member of clubs to collectively grow and harvest cannabis. These clubs must first be registered and be authorized by the government and IRCCA, among other authorities, and can have between 15 and 45 members. The clubs can plant up to 99 plants in the same space, and cannot dispense more than 480 grams of cannabis to each of their members per year.
RAMM PHARMA CORP.
MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2025
"Industrial" comments
Decree 372/2014 regulates the exception for import, export, plantation, cultivation, harvesting, as well as the industrialization and commercialization of hemp, for industrial purposes, always subject to a previous authorization of the "Ministerio de Ganderia Agricultura y Pesca" – MGAP (in English "Uruguayan Ministry of Livestock, Agriculture and Fisheries").
The government authorization shall expressly state the term and all other conditions regarding the activity, for example, the site where the activity would be performed, the origin of seeds or plants, the varietal characteristics of crops, the THC level in plant and seeds, all measures and security procedures, destination of the production, destination of the waste, characteristics of the final product, terms and conditions of the authorization, volumes and conditions for the productions, industrialization or commercialization authorized.
"Medicinal and scientific comments"
Decree 246/2021 regulates cannabis to be used exclusively for research and development and the production or industrialization of medicinal products subject to the previous license of IRCCA.
The IRCCA shall expressly state the term and other conditions regarding the activity such as security measures, waste treatment, marketing, license costs and destiny of the production.
This decree also regulates the marketing specifications for medicinal cannabis products.
Decree 250/15, which regulates Law Nr. 19.172 states that once a corporation is granted a license or authorization for cannabis production, any modification of the corporate structure, as well as the issuance of shares, or any changes in holders, shall be included in determining "control" as established in article 7 of the Decree.
The licensee or authorized company shall inform IRCCA of any such share issuance or change in holders, and IRCCA shall require a report from SENACLAFT (the National Anti-Money Laundering Office), before expressly granting an authorization.
The omission in that sense to inform shall result in the immediate suspension of the license or authorization granted without any responsibility to the government.
IRCCA may at any time require an update regarding the identity of the holders of the license granted, as well as other aspects included in the license.
Art. 7 provides for the authority to request information regarding the corporate structure of the applicant for the purpose of adequately identifying the final beneficial owners, as well as the origin of the funds that the applicant proposes to use for the execution of the project, taking in consideration the rules in force regarding the prevention of money laundering.
IRCCA is allowed to request that information and any clarification as it deems pertinent at any time. In this regard, IRCCA shall request a report from the SENACLAFT before granting any license or change therefor.
In February 2023, through Decree 56/2023, the Executive Branch regulated laws 19,172 and 19,847 in relation to "magisterial formulations" of medicinal cannabis for sale in pharmacies.
Exceptions to the cannabis activities
Article 5 of the Cannabis Law which replaced Article 3 of the Decree-Law 14,294, expressly provides certain exceptions to the ban on planting, cultivating, harvesting and/or marketing any plant from which narcotics can be extracted, including cannabis. Some of these exceptions are as follows: those made for scientific research, or for the development of specialties for medicinal use, previously authorized by IRCCA and the Ministry of Public Health in Uruguay; plantations, cultivation, harvesting, industrialization and dispensing of psychoactive cannabis for other purposes, provided that due prior authorization of IRCCA is obtained;
Plantations, cultivation, harvesting as well as the industrialization and commercialization, of non-psychoactive cannabis (hemp), were previously authorized by the Uruguayan Ministry of Livestock, Agriculture and Fisheries; planting, cultivation, collection for purposes of research as well as the industrialization for pharmaceutical use, were previously authorized by IRCCA; and retail of psychoactive cannabis under licenses granted to pharmacies by IRCCA.
RAMM PHARMA CORP.
MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2025
Access to seeds
The law states that the government shall regulate the mechanisms for access to seeds for cannabis activities under the preceding exceptions.
Regulations regarding this substance are recent and may be updated by the competent authorities. For example, labour regulations prohibiting on duty smoking as well as working under the influence were recently enacted.
Sanctions
Administrative sanctions provided under the Cannabis Law include fines, forfeiture, destruction of goods, suspension in the corresponding register, temporary or permanent disqualification, partial or total, and temporary or permanent closing of the establishments.
Administrative sanctions can be cumulative. What is here over mentioned is without prejudice to the sanctions that may correspond from a criminal perspective, such as the configuration of criminal offences under the Drug Laws.
Decree-Law 15.443 “Medicines Law Framework” This Decree-law dictates the main rules on the import, representation, production, elaboration and commercialization of medicines and other related products for human use as cosmetics.
Decree 324/1999, recently derogated by Decree 18/2020, regulated Decree-Law 15.443.
Decree 18/2020 Issues a new regulation for the registration, production, export, import and commercialization of medicines for human use.
Any activity related to cannabis requires a license/register issued by the corresponding authority.
- Activities with cannabis for medicinal use and scientific research are controlled by: IRCCA, the Ministry of Health ("MSP") and the National Secretary for the Fight against Money Laundering and the Financing of Terrorism ("SENACLAFT").
- Activities with Recreational Cannabis are controlled by: IRCCA and by SENACLAFT (except when it comes to self-cultivation and cannabis clubs).
- Activities with hemp are controlled by: IRCCA; the Ministry of Livestock, Agriculture and Fishery ("MGAP") and SENACLAFT.
The time extension of the licenses depends on what kind of license is applied for, in all of the cases and if the project is under development the license may be renewed prior to the expiration date or an application for renewal may be submitted before the expiration date.
In case the license expires without renewal or without submitting prior to the expiration date an application for renewal and if the company continues to carry on the activity the company may be subject to the sanctions set before.
The regulatory and legal framework of cannabis in Peru
The main legislative framework for the cannabis industry was originally set by a law 30681 and 31312 and its regulations approved by the Ministry of Health. This law is regulated by Supreme Decree No. 004-2023-SA.
Peru's Supreme Decree No. 004-2023-SA regulated Law No. 30681, that regulates the medicinal and therapeutic use of cannabis and its derivatives. The decree (the New Regulation) was published on February 28, 2023 in El Peruano, the Peruvian Official Gazette, and I became effective on September 1, 2023. This New Regulation: a) Strengthens the regulation, scope and coverage of the use of cannabis and its derivatives for medical and therapeutic purposes. b) Regulates, in a more specific manner, the parameters and/or requirements so that those who are administered may carry out research, production, importation, and commercialization of cannabis and its derivatives and artisanal production of cannabis derivatives with associative cultivation. c) Establishes detailed control and supervision mechanisms to ensure that cannabis and its derivatives are used exclusively for medicinal and therapeutic purposes, thus granting other public entities control and supervision faculties.
RAMM PHARMA CORP.
MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2025
Main modifications and general scope of the New Regulation
Administered: Associations of patients who are cannabis users are now included in the New Regulation under the definition of "administered." Therefore, with said amendment, the following will be considered as "administered":
- Pharmaceutical establishments that are authorized and certified in good pharmaceutical practices
- Cannabis patient associations
- Universities
- Agricultural research institutions
- Public entities
- Patients who make informed use of cannabis and its derivatives, or their relatives, guardians, curators or supporters when they must act on their behalf.
Associations of cannabis users: The New Regulation incorporates the regulation which addresses associations that artisanally produce cannabis for medicinal and therapeutic purposes: Associations that have been created to provide patients with access to improve their quality of life are made up of two or more patients or legal representatives or their designated supporters, registered in the National Registry of Patients Users of Cannabis and its derivatives for medicinal and therapeutic use (RENPUC, for its Spanish acronym), for the exclusive benefit of the qualified patients that comprise them.
A license for the artisanal production of cannabis derivatives with associative cultivation of the plant of the cannabis genus entitles the holder to: plant, handle, harvest and post-harvest, process, transport and store cannabis for medicinal and therapeutic purposes.
License holders may acquire seeds from those are licensed for the production of cannabis derivatives with cultivation. Note that cannabis and its derivatives from artisanal production generated by the associations are for the exclusive benefit of qualified patients who are members of such associations; therefore, such derived products may not be commercialized or transferred to third parties. The associations operate vis-à-vis the public administration through their legal representatives. Each license for the artisanal production of cannabis derivatives with associative cultivation of the cannabis plant for medicinal and therapeutic purposes is granted, in Metropolitan Lima, by the General Directorate of Medicines, Supplies and Drugs (DIGEMID) and outside that region, by the Regional Directorates of Medicines, Supplies and Drugs, or those acting in their stead.
Other provisions:
The definition of "special prescription" specifies that it is issued for the prescription of narcotic and psychotropic drugs when the THC content in the formulation is equal to or higher than 1 percent.
The former name of the National Registry of Patients who Use Cannabis (Registro Nacional de Pacientes usuarios de Cannabis) has been changed to National Registry of Patients who Use Cannabis and its derivatives for medicinal and therapeutic use (Registro Nacional de Pacientes Usuarios del Cannabis y sus derivados para uso medicinal y terapéutico - RENPUC).
The requirement to have a no-objection document issued by DIGEMID (required for customs clearance) to import non-psychoactive cannabis is incorporated. In addition, SENASA's authorization is required for compliance with phytosanitary provisions.
Home marketing is only allowed for cannabis derived products that contain less than 1 percent THC in their formulation or when they only contain cannabidiol (CBD), for patients who have completed the registration process in the RENPUC.
Licenses for activities related to cannabis and its derivatives for medicinal and therapeutic purposes
- Investigation
- Production
- Import
- Commercialization
RAMM PHARMA CORP.
MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2025
These licenses are granted in an administrative procedure of prior evaluation in a maximum period of 30 working days, subject to negative silence. The licenses are non-transferable and have an indefinite term.
LICENSE ADEQUACY: Licenses obtained under the prior Regulation must be adapted to the New Regulation within one year of its entry into force. Licenses that do not comply will be canceled. The New Regulation, like the former Regulation, regulates licenses for scientific research activities of importation, commercialization and production of cannabis and its derivatives; however, the denomination referring to such licenses is different and implies the fulfillment of additional requirements. The New Regulation incorporates the license for the artisanal production of cannabis derivatives with associative cultivation of the cannabis plant for medicinal and therapeutic purposes.
Recent law 32.195 on the Agricultural Development of Hemp for Agricultural and Industrial Use, marks an important milestone in the commercialization of food for human and animal use, as well as cannabis-based cosmetics.
This New Regulation not only provides a legal framework for the production and commercialization of industrial and agricultural hemp, but will also promote its use as a key resource for innovative sectors.
Some highlights of the law:
Hemp, also known as non-psychoactive cannabis or hemp (cannabis with less than 1% THC), may be used to make food products, cosmetics, textiles, and construction materials.
The Ministry of Agrarian Development and Irrigation (Midagri) will be in charge of authorizing activities related to the production, storage, transportation, and export of hemp.
The obligation to guarantee the legal origin of hemp and the traceability of derived products is established, with strict monitoring of THC content.
The law empowers the authority to inspect hemp-related activities, from planting to marketing. Penalties are stipulated, including suspension or cancellation of licenses if the THC content exceeds 1%.
The regulatory and legal framework of cannabis in Brazil
Brazil's regulatory framework for medical cannabis, administered by the Health Regulatory Agency (ANVISA), establishes a comprehensive procedure for the manufacture and import of medical cannabis products and requirements for commercialization, prescription, and dispensing. The regulations, first announced in December 2019 under Resolution RDC #327/2019 and which came into force on March 10, 2020, create a new class of medical cannabis-based products that may be prescribed by doctors and sold through pharmacies, enabling safe and legal access for patients. Among other things, RDC #327/2019 prohibits the import of all parts of the cannabis plant, (including dried flower) and only permits the import of fully manufactured extracts or formulated products of cannabis. Local cultivation of cannabis in Brazil continues to be prohibited. In January 2020, ANVISA published RDC No. 335/2020 in order to establish the criteria and procedures for the special import of cannabis-based products by individuals, for personal use in a health treatment, upon prescription of a medical professional. The new measures create a more simplified process for personal importation of cannabis-based products than under the previous regulations revoked by RDC No. 335/2020.
The regulatory agency responsible for medical drugs in Brazil is ANVISA, thus it is also responsible for cannabis products for medical purposes, the only purpose allowed besides from scientific purposes.
As of today ANVISA regulates the patient direct importation of cannabidiol-based products associated with cannabinoids (since 2015 - ANVISA Resolution No. 17/2015) and is responsible for granting a Sanitary Authorization for the activities of manufacturing and importation, and is also responsible for regulating the sale, prescription and dispensing, as well as monitoring and control of cannabis-based products with medical purposes, including registering them as drugs when the holder of (a) Sanitary Authorization(s) requires so within five (5) years of its granting (since 2019 - ANVISA Resolution No. 327/2019).
For importation, the importer (company) must have a Sanitary Authorization (ANVISA Resolution No. 327/2019, Sections 7 and 8) or, if the Sanitary Authorization obtained is no longer valid (5 years after it is granted), the relevant cannabis product must be registered as a drug before ANVISA.
In any case, the importer must have licenses applicable to the importation of any drug (not only cannabis-based products): a Federal Operating Permit (AFE), a Special Permit (AE) and a Certificate of Good Practices in Distribution and Storage, documents also granted by ANVISA (ANVISA Resolution No. 327/2019, Section 21, I, II and IV).
RAMM PHARMA CORP.
MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2025
Moreover, the importer or the exporter must follow the rules established by ANVISA regarding the importation and exportation of drugs in general, as well as of specially controlled products (ANVISA Resolution No. 327/2019, Sections 55 and 56): ANVISA Resolutions No. 11/2013, No. 99/2008, No. 81/2008, No. 201/2002, No. 62/2006 and their corresponding updates.
Furthermore, the importer must be registered under the Customs Participants Operations Register and Track (RADAR).
Finally, ANVISA Resolutions No. 17/2015 and 660/2022 regulates patient direct importation of cannabidiol-based products, which is possible if the patient is enrolled before ANVISA for such purpose and ANVISA has approved such enrollment (ANVISA Resolutions No. 17/2015, Section 7 and 660/2022).
At the end of December 2023, the Government of the State of São Paulo published Decree No. 68,233, which regulates Law No. 17618 of January 31, 2023.
This regulation establishes the State Policy for the free supply of medicines formulated from CBD-based plant derivatives, exceptionally by the Executive Branch in state and private public health units in partnership with the Unified Health System – SUS, within the State of São Paulo.
In the same sense, a few weeks earlier, Law No. 10201 was published, approved by the Legislative Assembly of the State of Rio de Janeiro, which provided for the free supply of CBD-based medicines to patients in proven poverty. This supply will be carried out by public health units that have an agreement with the Unified Health System – SUS, within the State of Rio de Janeiro.
On June 25, 2024 the Brazilian Supreme Court decriminalized the possession, cultivation and consumption of cannabis for personal use, so that it is considered only as an illegal act of an administrative nature. A majority of the judges of Brazilian Supreme Court interpreted that drug use is not a crime because the current law, approved in 2006, already decriminalized it and those convicted of it only face minor punishments such as community service.
Recently on 2024, the First Panel of the Brazilian Superior Court of Justice (STJ) unanimously authorized the planting, cultivation, industrialization, and sale of industrial hemp – a variety of Cannabis sativa with a THC content below 0.3% – solely for medical and/or pharmaceutical purposes. The STJ's primary rationale for this decision was that industrial hemp cannot be classified as a substance prohibited by Law #11,343/2006 (Brazilian Narcotics Act) given its low THC concentration, insufficient to produce the psychotropic effects capable of inducing dependency.
The regulatory and legal framework of cannabis in Italy
"Medical use" comments
Growing, selling, and importing medical cannabis is allowed on the condition that authorization of the Ministry of Health is obtained. Cultivation, sale and imports are currently mainly managed by the state through internal production, imports from the Netherlands or public tenders for supply.
Authorization by the Ministry of Health is mandatory. Such authorization is personal and cannot be sold or transferred. Moreover, it can be granted only to institutions or companies whose owner or legal representative, if they are companies, are of good behaviour and offer moral and professional guarantees.
Cannabis-based medicines which are already authorized in Italy can be prescribed to patients by physicians using a special form approved by the Ministry of Health. If the medicinal product is not authorized in Italy but duly authorized in a foreign country, the Italian doctor is required to send a request to the Ministry of Health and the competent customs office for the importation of the medicine to Italy.
The request must include the special needs that justify the use of the unauthorized medicine, in the absence of a valid therapeutic alternative. In addition, physicians may also prescribe magisterial preparations with cannabis-based plant products, which are generally prepared by specialized pharmacies. Such preparations can be made from legally imported cannabis, or the domestic production of cannabis produced by the Stabilimento Chimico Farmaceutico Militare in Florence.
RAMM PHARMA CORP.
MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2025
"Recreational use" comments
In Italy, it is not permitted to sell cannabis for recreational use. However, some companies have chosen to market a product with a low THC (below 0.2%) content leveraging on some gaps of Italian law on industrial hemp. In short, in the Italian market, "recreational cannabis" is essentially "cannabis for industrial use" commonly called "cannabis light", which, however, not being an authorized smoke product, is sold under grey market conditions. On June 4th, the Italian Senate approved and converted into law the previously introduced Decreto Sicurezza, that amended the law no. 242 of 2016 on industrial hemp by forbidding the production and sale of industrial hemp flowers and derivatives, so including the so-called cannabis light, by placing it subject to the Italian Narcotic Law.
"Industrial use" comments
Cannabis can be used for industrial purposes on the condition that the THC content is lower than 0.2%. However, in accordance with law no. 242 of 2016, if, as a result of a control by the authorities, the total THC content is of more than 0.2% but no more than 0.6%, no liability shall be borne by the grower.
Industrial cannabis can be used for: (a) foods and cosmetics; (b) semi-finished products, such as fibre, powders, oils or fuels; (c) material intended for use as green manure; (d) organic material for bioengineering works or products useful for green building; (e) material aimed at Phyto depuration for the remediation of polluted sites; (f) crops dedicated to teaching and demonstration activities as well as research by public or private institutions; and (g) crops intended for floriculture.
The only sanctions currently provided by law on industrial cannabis are seizure or destruction of cannabis if the THC content of biomass is higher than 0.2%.
As far as use of CBD in food and food supplements is concerned, it has been clarified that only seed-derived ingredients are authorized, while cannabidiol and other extracts are considered novel food ingredients and therefore require specific authorization by the European Food Safety Authority (EFSA) according to EU Regulation 2015/2283. Several novel food applications for CBD and hemp extracts are currently under safety risk assessment by EFSA. RAMM, through its European subsidiary Hempoland, participates in the Consortium headed by EIHA (European Industrial Hemp Association).
The Italian regulations do not prevent CBD from being used as an ingredient in cosmetics. However, it is important to consider that the use of cannabidiol (CBD) in cosmetics is falls within the European Cosmetic Regulation 1223/2009.
Currently in Italy naturally derived CBD and Cannabis Sativa Leaf Extract are considered valid ingredients for the production and commercialization of cosmetic products as long as they are extracted from "not prohibited part of the plant".
It is expected that there will be a clarification at the European level following the European Court of Justice Sentence on the famous case "Kanavape" that specifically addressed the utilization of the entire plant for the production of CBD derivatives. Other European Member States, like France, recently clarified this point stating that the entire plant can be used for the industrial production of extracts.
The Inter-ministerial Decree issued by the Italian Ministry of Agricultural, Food and Forestry Policies, the Ministry of Ecological Transition and the Ministry of Health and published in the Italian Official Gazette on May 18th, 2022, has cast a shadow on the entire Italian industrial cannabis industry. However, in January 2023, after the appeal promoted by Italian hemp stakeholders, such decree has been suspended by the Administrative Court of Lazio (TAR del Lazio). In the sentence, the Administrative Court, considered the recent pronunciation by the French State Council on the utilization on the entire plant as well as the European Court of Justice Sentence on Kanavape's case. The Italian Ministry of Agricultural, Food and Forestry Policies and the Ministry of Health appealed the suspension to the Italian State Council. A hearing will be held on the matter on October 2nd, 2025.
"Latest developments" comments
On October 15, 2020, the Ministry of Health published a Decree stating that "compositions for oral administration of cannabidiol obtained from Cannabis extracts" should have been included within the List of Medicines containing narcotic and psychotropic substances according to Presidential Decree no. 309/1990.
By a subsequent Decree of October 28, 2020, the above Decree has been suspended on the grounds that inclusion of compositions for the oral administration of cannabidiol obtained from Cannabis extracts within the list of narcotic/psychotropic substances requires further in-depth, technical and scientific studies, which are entrusted to the National Institute of Health (Istituto Superiore di Sanità) and National Council of Health (Consiglio Superiore di Sanità).
On August 21st, 2023, the Ministry of Health revoked the suspension and confirmed the Decree firstly published on October 15th, 2020. The Decree entered into force on September 20th, 2023, but it was again suspended by the Administrative Court of Lazio (TAR) in October 2023.
10
RAMM PHARMA CORP.
MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2025
On June 27th, 2024, Italy's Ministry of Health re-introduced the above Decree which entered into force on August 5th, 2024. On September 11th, 2024, the Decree was again suspended by the Administrative Court of Lazio (TAR). A hearing has been held in the matter on December 16th, 2024 and on April 16th, 2025 the said Administrative Court confirmed the legitimacy and correctness of the contested decree and, therefore, the Decree is now in force in Italy.
The continued uncertainty in the industry has caused numerous players to abandon the market considering the high-risk situation and its negative impact on investment.
Political factors, such as government instability and changing governmental policy related to cannabis regulation that may affect legal rights, such as property ownership.
Cannabis laws and regulations are dynamic and subject to evolving interpretations which could require the Issuer to incur substantial costs associated with compliance or alter certain aspects of its business plan. It is also possible that regulations may be enacted in the future that will be directly applicable to certain aspects of the Issuer's businesses. The Issuer cannot predict the nature of any future laws, regulations, interpretations, or applications, nor can it determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on the Issuer's business. Management expects that the legislative and regulatory environment in the cannabis industry in Uruguay and internationally will continue to be dynamic and will require innovative solutions to try to comply with this changing legal landscape in this nascent industry for the foreseeable future.
Emerging market investment generally poses a greater degree of risk than investment in more mature market economies because the economies in the developing world are more susceptible to destabilization resulting from domestic and international developments. Global economic crises could negatively affect investor confidence in emerging markets or the economies of the principal countries in Latin America, including Uruguay. Such events could materially and adversely affect the Issuer's business, financial condition, and results of operations.
Uruguay has a history of economic instability or crises (such as inflation or recession). Despite there is no current political instability, and historically there has been no change in laws and regulations, this can be different in the future and could adversely affect the Issuer's business, financial condition, and results of operations. In particular, fluctuations in the Uruguayan economy and actions adopted by the Government of Uruguay have had and may continue to have a significant impact on companies operating in Uruguay, including the Issuer. Specifically, the Issuer may be affected by inflation, foreign currency fluctuations, regulatory policies, business, and tax regulations and in general, by the political, social, and economic scenarios in Uruguay and in other countries that may affect Uruguay.
The movement and conversion of currency out of the foreign jurisdiction, which could hinder the repatriation of profits to Canadian investors.
Laboratories and companies that have developed their main activities in other areas and due to cannabis regulations have started to legally process, or retail cannabis (and its derivatives) as part of their business can potentially access all financial services available in Uruguay, just like any other company conducting business in Uruguay. In this sense the company will need to be duly incorporated under Uruguayan law to be able to access all available financial services.
However, because activities regarding cannabis were prohibited until 2013, it is possible that financial entities' internal regulations set forth additional requirements for granting loans, opening accounts, making deposits, and other activities. In addition, they could apply more strict criteria about the anti-money laundering rules.
Legal title to assets and the legal vehicles through which the issuer has accessed the Ontario market. We refer you to CSA Staff Notice 51-357 Staff Review of Reporting Issuers in the Cannabis Industry dated October 10, 2018 and to pages 28 and pages 32-35 of the OSC Staff Notice 51-731 Corporate Finance Branch 2020 Annual Report dated November 19, 2020 (the 2020 Branch Report) in this regard for guidance.
All the assets owned by the issuer (real estate property, vehicles, and machinery) are of their property, they do not bear liens and their titles are in good standing.
MTC Growth Fund-1 (MTC) was an un-listed Canadian mutual fund corporation that was incorporated on July 21, 1987 pursuant to the CBCA. MTC filed Articles of Amendment on August 12, 1987 and operated as a mutual fund since, with its registered and head office in Toronto, Ontario. MTC was a reporting issuer within the meaning of the Securities Act (Alberta), Securities Act (Ontario) and Securities Act (Quebec).
11
RAMM PHARMA CORP.
MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2025
On September 26, 2019, the shareholders of MTC approved at the MTC Meeting, among other things, The Business Combination Reorganization, the Name Change, a new slate of five directors to replace the current directors of MTC to be effective immediately following the completion of the Business Combination.
MTC Growth Fund-1 entered into a business combination and master agreement with Medic Plast SA, Yurelan SA and Ramm Pharma Holdings Corp. Upon the completion of the Business Combination in accordance with the terms of Share Exchange Agreements and the Master Agreement, the Issuer now listed on CSE as RAMM Pharma Corp carries on business as a medically registered and approved plant-derived cannabinoid pharmaceutical product producer, and producer and distributor of medical cannabis and cannabis-derived products in Uruguay and throughout Latin America.
Details regarding the Business Combination including the background to, reasons for, details of, conditions to and effect of the Business Combination are set forth in the Listing Statement and the Appendices (form 2-A).
Discussion of Operations
During the period, Medic Plast maintained the discontinuation of its pharmaceutical operations in Uruguay. Due to adverse market conditions, the Company has implemented both a workforce reduction and a decrease in its commercial activity. Management continues to assess the potential discontinuation of commercial operations.
The still existing oversupply and price deterioration in the cultivation and production sector of the market has, after careful consideration, led the Company to put the agricultural operations of Yurelan up for sale. As of this date, Yurelan has not carried out any commercial operations.
During the period, the Company's efforts toward a reconversion of the Italian facility owned by Canapar have been unsuccessful and have led Management to put Canapar and/or its industrial facility located in Italy up for sale.
During the period, Management has been monitoring Hempoland's operations under a profitability perspective by assessing the potential discontinuation of its commercial operations.
The above is in line with Management's efforts to strengthen the Company's Financial Position.
The Company is also assessing options to create liquidity for ongoing operations during the coming year.
Overall performance for the three and six months ended April 30, 2025
COVID-19 outbreak
The COVID-19 outbreak, and outlook has modified in intensity from 2020 and while still monitored by the Company, the COVID-19 outbreak has decreased in regulatory procedures insofar as continued concern which could potentially impact Company operations.
Medic Plast
Medic Plast conducted its operating activities in the normal course of business. The Company continues to supply its products to more than 100 state and private medical entities which include hospitals and medical centers in Uruguay, in addition to pharmacies and other regular clients. Due to adverse market conditions, the Company has implemented both a workforce reduction and a decrease in its commercial activity.
Glediser
In February 2020, the Company entered into a definitive agreement, to acquire Glediser S.A. operating as NettaLife™ ("NettaLife") a developer of cannabis-based products for pets. The Transaction was closed on June 4, 2020. The NettaPet™ Dog formulations are the first of its kind to be registered by the Ministry of Agriculture, Livestock and Fisheries in Uruguay.
Market acceptance of the products was less than the Company's expectation, and commercially and economically unfavourable. In this regard, the Company has discontinued production of its veterinary portfolio and due to inactivity over a long period of time, has discontinued commercial activities.
RAMM PHARMA CORP.
MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2025
Canapar
Canapar’s facility had been designed and built with the intent of obtaining a pharmaceutical EU-GMP certification for the production of Cannabidiol API. Due to developments in the Italian Regulatory Framework, Management has examined options for reconversion of the Canapar facility to other commercially viable products and/or use. However, attempts at reconversion have been unsuccessful leading Management to put Canapar and/or its industrial facility located in Italy up for sale.
Hempoland
Since the acquisition, Hempoland has been totally restructured, by streamlining its operations, drastically reducing the workforce and pushing a cost-optimization strategy focusing on margins and cash flow. Unfortunately, the European Union in general, and the Polish market specifically, have seen cannabidiol and hemp-derived products decline constantly due to an unclear Regulatory Framework that does not favor increased investment in sales and distribution.
The highest risk factor is the Cannabis Regulatory Framework that could lead to further reduction in Company sales. The Company is always in contact with the authorities trying to anticipate any developments that could affect its operations. To assist in the diversification of its product portfolio, Hempoland launched a new line of plant-derived food supplements not containing CBD under the brand Marishanti. Management is monitoring Hempoland’s operations under a profitability perspective and assessing the potential discontinuation of its commercial operations.
Results of operations
This consolidated financial information is presented in Canadian dollars, which is RAMM Pharma Corp.’s functional currency. References to $ are to Canadian dollars, unless otherwise stated.
To determine the appropriate functional currency, management gave priority to the following factors:
- Currency in which the goods and services are sold.
- Currency mainly influencing input costs.
To establish the Uruguayan Peso as the functional currency for the Group’s subsidiaries Medic Plast and Glediser management considered:
- 100% of the total sales for Medic Plast and 100% for Glediser are in Uruguayan Pesos.
- Majority of all expenses for Medic Plast and Glediser incurred during the three and six months ended April 30, 2025 are in Uruguayan Peso.
To establish the US Dollar as the functional currency for the Group’s subsidiary Yurelan management considered the fact that the subsidiary remains in a pre-operative stage, and the current financing of the company is in US Dollars. We are still evaluating the conditions to determine the optimal functional currency for Yurelan.
To establish the Canadian Dollar as the functional currency for the Group’s subsidiary RAMM Pharma Holdings Corp, management considered:
- The principal financing source of the subsidiary is in Canadian Dollars.
To establish the Canadian Dollar as the functional currency for the Group’s subsidiary Canapar Corp., management considered:
- The principal financing source of the subsidiary is in Canadian Dollars.
To establish the Polish Zloty as the functional currency for the Group’s subsidiary Hempoland, management considered:
- All sales for Hempoland are in this currency.
- Majority of expenses incurred during the three and six months ended April 30, 2025 are in Polish Zloty.
13
RAMM PHARMA CORP.
MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2025
For all the years presented the functional currency was determined to be the Uruguayan Peso for the Company's subsidiary, Medic Plast and Glediser, the US Dollar for the Company's subsidiary, Yurelan, the Canadian Dollar for the Company's subsidiary RAMM Pharma Holdings Corp and Canapar and the Polish Zloty for the Company's subsidiary Hempoland.
The following table sets forth summary operating results and financial position data for the three and six months ended April 30 of the most recent financial years:
| For the three months ended April 30, | For the six months ended April 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Summary Operating Results | $ | $ | $ | $ |
| Revenue | 861,614 | 1,157,391 | 1,871,754 | 2,112,645 |
| Gross profit | 150,440 | 379,537 | 373,948 | 626,766 |
| Selling and administrative expenses | (994,147) | (2,163,574) | (2,438,773) | (3,886,262) |
| Share based compensation | — | — | — | — |
| Net loss from operating activities | (843,707) | (1,784,037) | (2,064,825) | (3,259,496) |
| Net loss for the period | (207,340) | (1,733,959) | (1,229,803) | (4,025,634) |
| Other comprehensive (loss) gain (net of tax) | 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 during the period, basic and diluted | (0.0017) | (0.0145) | (0.0103) | (0.0337) |
| For the three months ended April 30, | For the six months ended April 30, | |||
| 2025 | 2024 | |||
| Summary Cash Flow Results | $ | $ | ||
| Cash used in operating activities | (475,984) | (1,038,791) | (736,700) | (2,235,908) |
| Cash (used in) provided by investing activities | 815,833 | (41,996) | 790,833 | 1,440 |
| Cash used in financing activities | (48,426) | (74,107) | (111,407) | (130,443) |
| Balance Sheet Data As At | April 30, 2025 | October 31, 2024 | ||
| Cash | 745,336 | 814,040 | ||
| Total assets | 15,552,216 | 16,748,853 | ||
| Total liabilities | 2,817,735 | 3,113,999 | ||
| Shareholders' equity | 12,734,481 | 13,634,854 |
Revenues
The Group's gross profit comes from Uruguay by Medic Plast and Glediser and its functional currency is the Uruguayan Peso. For the three months ended April 30, 2025, the Uruguayan Peso compared to the Canadian dollar appreciated by 5% compared to the three months ended April 30, 2024.
| April 30, | |||
|---|---|---|---|
| 2025 | 2024 | % CHG | |
| CAD/USD | 1.42 | 1.36 | |
| UYU/USD | 42.59 | 38.64 | |
| UYU/CAD | 29.97 | 28.47 | 5% |
Following commentaries are referred to change percentages calculated at constant exchange rates ("CER").
Medic Plast
For the three and six months ended April 30, 2025, total revenue generated by Medic Plast shows an increase of 11% and 2% at CER compared to the three and six months ended April 30, 2024 (change of -14% and -6% in Canadian dollars).
| For the three months ended April 30, | For the six months ended April 30, | |||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | % CHG | 2025 | 2024 | % CHG | |
| Total Revenue for Medic Plast | ||||||
| In Uruguayan Pesos | 17,959,852 | 20,105,954 | -11% | 38,759,362 | 39,445,660 | -2% |
| In Canadian Dollars | 599,293 | 697,380 | -14% | 1,281,081 | 1,358,942 | -6% |
RAMM PHARMA CORP.
MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2025
Medical devices and medical consumables
Sales of medical devices and consumables during the three and six months ended April 30, 2025, increased by 4% and 16% at CER when compared to the three and six months ended April 30, 2024 (change of -1% and +11% in Canadian dollars).
| For the three months ended April 30, | For the six months ended April 30, | |||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | % CHG | 2025 | 2024 | % CHG | |
| Medical devices and consumables | ||||||
| In Uruguayan Pesos | 16,062,253 | 15,464,543 | 4% | 34,577,518 | 29,774,964 | 16% |
| In Canadian Dollars | 535,973 | 543,111 | -1% | 1,142,862 | 1,032,633 | 11% |
Pharmaceutical formulations
Sales of pharmaceutical formulations during the three and six months ended April 30, 2025, decreased by 58% and 57% at CER when compared to the three and six months ended April 30, 2024 (change of -60% & -59% in Canadian dollars).
| For the three months ended April 30, | For the six months ended April 30, | |||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | % CHG | 2025 | 2024 | % CHG | |
| Pharmaceutical formulations | ||||||
| In Uruguayan Pesos | 1,847,911 | 4,392,656 | -58% | 4,075,950 | 9,421,940 | -57% |
| In Canadian Dollars | 61,662 | 154,269 | -60% | 134,719 | 326,309 | -59% |
Cosmetic products
Sales of cosmetics products showed an increase during the three and six months ended April 30, 2025, of 100% at CER when compared to the three and six months ended April 30, 2024 (change of +100% in Canadian dollars).
| For the three months ended April 30, | For the six months ended April 30, | |||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | % CHG | 2025 | 2024 | % CHG | |
| Cosmetics products | ||||||
| In Uruguayan Pesos | 49,688 | — | 100% | 105,893 | — | 100% |
| In Canadian Dollars | 1,658 | — | 100% | 3,500 | — | 100% |
Services
There was no service revenue during the three and six months ended April 30, 2025 and April 30, 2024.
Glediser
Sales of veterinarian products showed no change as there were no sales during the three and six months ended April 30, 2025, and 2024.
15
RAMM PHARMA CORP.
MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2025
Canapar
During the three months ended April 30, 2025, the Euro compared to the Canadian dollar increased by 5% compared to the three months ended April 30, 2024.
| April 30, | |||
|---|---|---|---|
| 2025 | 2024 | % CHG | |
| CAD/EUR | 1.54 | 1.47 | 5% |
Other revenue showed a decrease during the three and six months ended April 30, 2025, of 100% at CER when compared to the three and six months ended April 30, 2024 (change of -100% in Canadian dollars).
| For the three months ended April 30, | For the six months ended April 30, | |||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | % CHG | 2025 | 2024 | % CHG | |
| Other Revenue | ||||||
| In European Euros | — | 99,757 | -100% | — | 99,757 | -100% |
| In Canadian Dollars | — | 146,161 | -100% | — | 146,161 | -100% |
Hempoland
During the three months ended April 30, 2025, the Polish Zloty (PLN) compared to the Canadian dollar increased by 8% compared to the three months ended April 30, 2024.
| April 30, | |||
|---|---|---|---|
| 2025 | 2024 | % CHG | |
| CAD/PLN | 0.37 | 0.34 | 8% |
Revenue from sale of products and services for the three and six months ended April 30, 2025, and April 30, 2024, is as follows:
| For the three months ended April 30, | For the six months ended April 30, | |||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | % CHG | 2025 | 2024 | % CHG | |
| Medical devices and consumables | ||||||
| In Polish Zloty | — | — | 100% | — | 609,706 | -100% |
| In Canadian Dollars | — | — | 100% | — | 203,915 | -100% |
| For the three months ended April 30, | For the six months ended April 30, | |||||
| 2025 | 2024 | % CHG | 2025 | 2024 | % CHG | |
| Pharmaceutical formulations | ||||||
| In Polish Zloty | 536,257 | 629,652 | 85% | 1,151,566 | 629,652 | 83% |
| In Canadian Dollars | 195,841 | 213,826 | 92% | 409,661 | 213,826 | 92% |
| For the three months ended April 30, | For the six months ended April 30, | |||||
| 2025 | 2024 | % CHG | 2025 | 2024 | % CHG | |
| Services | ||||||
| In Polish Zloty | 182,037 | 294,541 | -38% | 516,247 | 562,974 | -8% |
| In Canadian Dollars | 66,480 | 100,024 | -34% | 181,012 | 189,801 | -5% |
RAMM PHARMA CORP.
MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2025
Revenue breakdown by product category
| For the three months ended April 30, | For the six months ended April 30, | |||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | % of total revenue | 2025 | 2024 | % of total revenue | |
| Medical devices and consumables | 535,973 | 543,110 | 62% | 1,142,862 | 1,236,548 | 61% |
| Pharmaceutical formulations | 257,503 | 368,096 | 30% | 544,380 | 540,135 | 29% |
| Cosmetics products | 1,658 | — | 0% | 3,500 | — | 0.19% |
| Services | 66,480 | 100,024 | 8% | 181,012 | 189,801 | 10% |
| Other revenue | — | 146,161 | 0% | — | 146,161 | 0% |
| Total Revenue - by product line | 861,614 | 1,157,391 | 100% | 1,871,754 | 2,112,645 | 100% |
Selling, general and administrative expenses
Selling, general and administrative expenses excluding share-based compensation during the three and six months ended April 30, 2025, decreased by 54% and 37% respectively when compared to the three and six months ended April 30, 2024.
| For the three months ended April 30, | For the six months ended April 30, | |||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | % CHG | 2025 | 2024 | % CHG | |
| Selling and administrative expenses | ||||||
| In Canadian Dollars | (994,147) | (2,163,574) | -54% | (2,438,773) | (3,886,262) | -37% |
Cash flows
(Expressed in Canadian Dollars)
| For the six months ended April 30, 2025 | For the six months ended April 30, 2024 | |
|---|---|---|
| $ | $ | |
| Cash used in operating activities | (736,700) | (2,235,908) |
| Cash (used in) provided by investing activities | 790,833 | 1,440 |
| Cash used in financing activities | (111,407) | (130,443) |
| Net decrease in cash and cash equivalent | (57,274) | (2,364,911) |
| Effect of exchange rate changes on cash and cash equivalents | (11,430) | (4,925) |
| Cash, beginning of period | 814,040 | 5,116,827 |
| Cash, end of period | 745,336 | 2,746,991 |
Summary of quarterly results
The following financial information represents selected information of the Company for the eight most recently quarterly results:
| Three months ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| 30-Apr-25 Q2'25 | 31-Jan-25 Q1'25 | 31-Oct-24 Q4'24 | 31-Jul-24 Q3'24 | 30-Apr-24 Q2'24 | 31-Jan-24 Q1'24 | 31-Oct-23 Q4'23 | 31-Jul-23 Q3'23 | |
| Revenue | 861,614 | 1,010,140 | 1,021,318 | 1,208,013 | 1,157,391 | 955,254 | 1,148,770 | 1,330,334 |
| Gross Profit | 150,440 | 223,508 | 518,376 | 618,665 | 379,537 | 247,229 | (710,203) | 344,538 |
| Gross Profit % | 17% | 22% | 51% | 51% | 33% | 26% | -62% | 26% |
| Loss from operating activities | (843,707) | (1,221,118) | (2,484,060) | (1,016,238) | (1,784,037) | (1,475,459) | (2,547,294) | (1,301,676) |
| Net loss | (207,340) | (1,022,463) | (11,482,759) | (993,752) | (1,733,959) | (2,291,675) | (3,852,960) | (1,038,818) |
| Basic and diluted loss per share | (0.0017) | (0.0086) | (0.1382) | (0.0083) | (0.0145) | (0.0192) | (0.0323) | (0.0086) |
RAMM PHARMA CORP.
MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2025
Liquidity and capital resources
As of April 30, 2025, the Company held cash and cash equivalents for an amount of $745K invested in business accounts with high-credit quality financial institutions which are available on demand by the Company.
The following are the remaining contractual maturities of the Company's obligations as at April 30, 2025. The amounts are gross and undiscounted, and include contractual interest payments:
| 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 | — | — | — | — |
Future capital expenditures
Unless otherwise stated in other section of this MD&A, as of the date of this MD&A, the Company had not assumed enforceable and legally binding obligations related to material capital expenditures.
Related parties' transactions
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.
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 |
As of 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".
RAMM PHARMA CORP.
MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2025
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 at interest 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 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 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 respectively).
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".
Off-balance sheet arrangements
The Company does not have off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on its results of operations or financial condition, including, without limitation, such considerations as liquidity, capital expenditures and capital resources that would be considered material to shareholders.
RAMM PHARMA CORP.
MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2025
Critical accounting estimates
The application of the Company's accounting policies requires management to use estimates and judgments that can have significant effect on the revenues, expenses, assets and liabilities recognized and disclosures made in the condensed interim consolidated financial statements.
Management's best estimates concerning the future are based on the facts and circumstances available at the time estimates are made.
Management uses historical experience, general economic conditions and assumptions regarding probable future outcomes as the basis for determining estimates. Estimates and their underlying assumptions are reviewed periodically, and the effects of any changes are recognized immediately. Actual results could differ from the estimates used.
Please refer to Note 4 of the consolidated financial statements.
Financial instruments and financial risk management
The Group is exposed to credit, liquidity, and market risks. The Group's management oversees the management of these risks. The Group's financial risk activities are governed by policies and procedures and that financial risks are identified, measured, and managed in accordance with Group's policies and Group's risk appetite.
Credit Risk
Credit risk is the risk of a potential loss to the Company if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company is moderately exposed to credit risk from its cash and cash equivalents 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 at April 30, 2025:
| 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.
MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2025
Liquidity Risk
Liquidity risk is the risk that the Group is unable to generate or obtain sufficient cash or its equivalents in a cost-effective manner to fund its obligations as they come due. The Group's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due.
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 and advances to suppliers.
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 borrowings 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, the Euro (EUR) or Zloty (PLN) 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.
RAMM PHARMA CORP.
MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2025
| 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) | (108) | 108 |
| 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) |
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.
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.
RAMM PHARMA CORP.
MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2025
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 | $ | $ |
| Trade and other receivables (i) | Amortized cost | 745,336 | 814,040 | |
| 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 | $ | $ | |
| Lease obligations | Amortized cost | 1,319,883 | 1,463,092 | |
| 43,276 | 188,309 | |||
| 1,363,159 | 1,651,401 |
Changes in accounting policies
During the year, the Group has not early adopted or changed accounting policies.
Risks and uncertainties
There are a number of risk factors that could impact the Company's ability to successfully execute its key strategies and may materially affect future events, performance or results. The risks and uncertainties described herein are not the only ones the Company faces. Additional risks and uncertainties, including those that the Company does not know about now or that it currently deems immaterial, may also adversely affect the Company's business.
A discussion of the principal risk factors relating to the Company's operations and businesses appears in the Company's Listing Statement dated October 28, 2019, which may be viewed under the Company's profile on SEDAR at www.sedarplus.ca.
In addition, on March 11, 2020, the World Health Organization declared COVID-19 outbreak a global pandemic. Major health issues and pandemics, such as the coronavirus, may adversely affect trade, global and local economies, and the trading prices of the Shares. The outbreak may affect the supply chain of the Company and may restrict the level of economic activity in affected areas, which may adversely affect the price and demand for the Company's products as well as the Company's ability to collect outstanding receivables from its customers. Given the ongoing and dynamic nature of the circumstances, the extent to which the coronavirus will impact the Company's financial results and operations is uncertain, however the impact to date has been manageable.
Proposed transactions
In the normal course of business, the Company evaluates business development acquisition transactions and, in some cases, makes proposals to acquire such prospects. These proposals, which are usually subject to Board, regulatory and, sometimes, shareholder approvals, may involve future payments, share issuances and/or financial obligations. These future obligations are usually contingent in nature and generally the Company is only required to incur the obligation if it wishes to continue with the transaction. As of this date, the Company has a number of possible transactions that it is examining some of which are described in this MD&A. Management is uncertain whether any of these proposals will ultimately be completed.
Outstanding share data
The Company is authorized to issue unlimited number of common shares. As of April 30, 2025, there were 119,389,317 common shares issued and outstanding (October 31, 2024: 119,389,317 common shares).
During the three months ended April 30, 2025 and 2024, the Company has not recognized deferred tax assets or liabilities.
RAMM PHARMA CORP.
MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2025
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 period, 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 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.
The following table is a summary of the changes in the Company's outstanding options as at 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 |
RAMM PHARMA CORP.
MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2025
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.
Directors and officers
The directors and officers of the Company as of the date of this MD&A are:
Mr. Jackie Peter Burnett Chief Executive Officer, Director, and member of the Audit Committee
Mr. Eric Klein Director and Chairman of the Audit Committee
Mr. Daniel Augereau Director
Mr. Jose Roldan Interim Chief Financial Officer
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