Organigram Announces Mailing of Management Information Circular in Connection with Annual General and Special Meeting

Executive Summary

• Organigram Global Inc. is seeking shareholder approval at a special meeting on March 30, 2026 to acquire all outstanding shares of Sanity Group GmbH.
• The transaction includes an upfront purchase price of €113.4 million (≈ €80 m cash + €33.4 m in Organigram common or Class A preferred shares) plus a potential earn‑out of up to €113.8 million based on Sanity’s post‑closing performance.
• A concurrent private placement with British American Tobacco will raise C$65.2 million (14,027,074 shares at $3.00 each, plus top‑up rights for 9,897,356 shares) to fund the cash portion of the acquisition and related expenses.

Key Details

• Transaction Resolution: Approval of Share Purchase Agreement dated Feb 18 2026 for purchase of Sanity Group’s issued and outstanding shares not already owned.
• Purchase Price: €80 m cash + €33.4 m in Organigram equity at $3.00 per share (71% premium to the prior day’s TSX closing price of $1.75).
• Earn‑out Component: Up to €20 m cash and €93.8 m in shares, contingent on Sanity Group’s financial performance during the 12 months following closing.
• Closing Conditions: Subject to TSX approval, NASDAQ notification, German foreign direct investment clearance, and shareholder vote at the meeting.
• Private Placement Financing (BAT):
• Subscription for 14,027,074 Organigram shares at $3.00 per share.
• Additional top‑up rights for 9,897,356 shares.
• Gross proceeds of C$65.2 million.
• Proceeds earmarked to fund the cash portion of the Sanity acquisition and transaction‑related expenses.
• Meeting Details: Held in person at 333 Bay Street, Toronto on March 30, 2026, 10:00 a.m. ET; audio‑only conference available for remote shareholders (no voting via audio). Shareholder record date is Feb 23, 2026; proxy deadline March 26, 2026.
• Board & Investment Committee Recommendation: Unanimous recommendation to vote in favour of the transaction, citing strategic expansion into Europe, vertical integration, financial accretion, and brand/IP synergies.
• Strategic Rationale Highlights:
• Entry into Germany (second‑largest legal cannabis market) and broader European footprint (UK, Switzerland, Poland).
• Access to Sanity’s commercial network and regulatory expertise.
• Expected revenue growth: Sanity’s net revenue rose from €9 m in 2023 to €60 m in 2025; gross margins improved from 15% to 47%.
• Immediate Swiss retail presence via two pilot locations.

Notable Quotes

• “The Transaction accelerates Organigram’s expansion into global cannabis markets by establishing a leading position in Germany, the world’s second‑largest federally legal cannabis market after Canada.” – Investment Committee & Board (paraphrased)

All forward‑looking statements are subject to risks and uncertainties detailed in the company’s circular and filings.