OGI News & Events

Organigram Global announced that it has entered into a definitive agreement to acquire all the issued and outstanding shares of Sanity Group not currently owned by Organigram. Upon closing of the Acquisition, Organigram will pay shareholders of Sanity upfront consideration of EUR 113.4M consisting of EUR 80.0M cash and share consideration of EUR 33.4M in Organigram shares. In addition, the Vendors will be entitled to receive consideration of up to EUR 113.8 million, with the first EUR 20 million in cash1 and up to EUR 93.8M in Organigram shares based on Sanity's financial performance for the 12-month period following the closing. The Upfront Consideration shares are expected to be priced at C$3.00 per Organigram share, representing a 71% premium to the C$1.75 closing price on the Toronto Stock Exchange on February 17. The Earnout Consideration shares shall be priced at the TSX 20-day VWAP on the trading day prior to settlement, subject to a C$3.00 floor and C$4.00 cap. Berlin-based Sanity Group, founded in 2018, is one of Europe's most prominent and respected cannabis companies. Sanity Group has established a reputation for leadership across several key market segments, including medical cannabis, recreational pilot programs, and wellbeing products. Sanity Group is led by co-founder and CEO Finn Age Hansel, supported by a seasoned executive management team. Year-over-year net revenue growth, from EUR 9M in 2023 to EUR 19M in 2024 to EUR 60M in 2025, including EUR 19M generated in the last quarter. Financially accretive acquisition that is expected to bring scale and positively impact both revenue and profitability. Sanity generated positive EBITDA in 2025. Cash consideration to Sanity shareholders will be funded through a combination of cash on hand (restricted Jupiter funds), the Private Placement Investment, and the proceeds of a credit facility with ATB Financial and a syndicate of lenders, in respect of which the Company has entered into an underwritten commitment, subject to customary closing conditions. British American Tobacco through its wholly owned subsidiary, BT DE Investments is a shareholder in both Organigram and Sanity and has opted to take Organigram share consideration in lieu of cash for its interest in Sanity. Organigram engaged EY for financial and tax advisory work, BMO Capital Markets to provide the Fairness Opinion, Hogan Lovells LLP as its local legal counsel in Germany, and Goodmans as its Canadian legal counsel. Sanity Group engaged its former Managing Director and Chief Investment & Strategy Officer Max Narr for the management of the Acquisition and Rothschild as its exclusive financial advisor. Katharina Erbe and Patrick Biagosch acted as its legal counsel in Germany and McMillan as its legal counsel in Canada. BAT engaged Stikeman Elliott as its legal counsel in Canada in connection with the Private Placement Investment.

Reports Q1 adjusted EBITDA $5.3M vs. $1.4M a year ago. "As I step into the role of CEO, I'm encouraged by the strength of Organigram and our leadership position in Canada," said James Yamanaka, CEO of Organigram. "Over the past 25 days, I've toured our facilities and met with many of my new colleagues. What's clear is that we have a competitive core business, supported by a foundation of innovation and plant science, alongside a continued focus on improving efficiency and scale. As our international presence grows, disciplined execution and operating efficiency will drive profitability." "Year over year, we delivered strong revenue growth and improved profitability, reflecting the scale we've built across the business," said Greg Guyatt, CFO. "Despite expected seasonal and market dynamics early in the year, adjusted gross margin remained elevated due to greater operational efficiency, higher flower yields, synergies gained from the integration of Motif, and higher international sales. We expect this trend to continue throughout Fiscal 2026, where we project further international sales growth."

Organigram Global announced the expansion of its innovation investment in Phylos Bioscience. Through an amended loan and product agreement, Organigram gains priority access to Phylos' autoflower genetics pipeline, including preferential economic terms and long-term rights in its international markets, establishing a foundation for product differentiation and growth in recreational and medical markets. Under the amended product agreement, Organigram receives five-year exclusivity on its chosen autoflower cultivars across international markets, including Canada, Australia, the UK, Germany, and Israel, with the ability to add new exclusive territories as it expands globally. Annual portfolio reviews will maintain exclusivity only for commercially relevant cultivars, maximising flexibility and strengthening Organigram's international product differentiation strategy as it enters high-value medical markets. Under the terms of the amended loan agreement, Organigram will consolidate its existing investment with a new $3M advance, resulting in a combined total loan principal of $10M. The loan matures on May 25, 2028, and is subject to conversion or other resolution mechanisms under the amended agreement.