RAMM Pharma Corp. Announces Non-Brokered Private Placement and Intention to Commence Normal Course Issuer Bid

TORONTO, Sept. 05, 2023 (GLOBE NEWSWIRE) -- RAMM Pharma Corp. (including its wholly owned subsidiaries, the “Company” or "RAMM") (CSE: RAMM), announces that it intends to complete a non-brokered private placement of up to 20,000,000 units (the "Units") of the Company at a price of $0.05 per Unit for total gross proceeds of up to $1,000,000 (the "Offering"). Each Unit shall be comprised of one common share in the capital of the Company (each, a “Common Share”), and one Common Share purchase warrant (each a “Warrant”), with each Warrant entitling the holder thereof to acquire one Common Share at a price of $0.05 for a period of 36 months following the closing date of the Offering. The proceeds from the Offering are expected to be used for working capital and general corporate purposes. The Offering is expected to close on or about September 26, 2023.

Ramm also announces its intention to commence a normal course issuer bid (the “NCIB”), under which it may purchase up to 5% of the current number of issued and outstanding Common Shares. The NCIB may commence on or about September 5, 2023 and shall expire on the 12-month anniversary of the effective date of the NCIB. All Common Shares purchased under the NCIB will be purchased on the open market through the facilities of the Canadian Securities Exchange (the “CSE”). The Company has appointed Clarus Securities Inc. to co-ordinate and facilitate the NCIB purchases. All purchases made under the NCIB will be at the prevailing market price for such Common Shares on the CSE at the time of purchase, and shall be duly cancelled and returned to treasury. The Company has implemented the NCIB should it view the market price for its Common Shares to not adequately reflect the value of the Company.

Jack Burnett, the Chief Executive Officer and a director of the Company, and Daniel Augereau, a director of the Company (and together with Mr. Burnett, the “Insiders”), have advised that each intend to acquire 10,000,000 Units pursuant to the Offering. Participation by the Insiders in the Offering will be considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company will be exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Insiders’ participation in the Offering in reliance of sections 5.5(b) and 5.7(1)(b) of MI 61-101.