Strategic Investments and Adjusted Gross Margin Report
NOVEMBER 2023 BAT TRANSACTION SUMMARY
Investment
Subject to requisite Organigram shareholder approval, regulatory approvals and other conditions, subsidiary of BAT to subscribe for, in aggregate, ~38.7 million shares of
Organigram, over three tranches, at C$3.2203/share.
Total gross proceeds to Organigram of C$124.6 million
Subsidiary of BAT, subject to Organigram shareholder approval, regulatory approvals and other conditions, will subscribe for:
Tranche 1 12.9 million shares on or around January 16, 2024, for C$41.5 million
Tranche 2 -12.9 million shares on or around August 30, 2024, for C$41.5 million
Tranche 3-12.9 million shares on or around February 28,2025, for C$41.5 million
Capital Allocation
and "Jupiter"
Investment Pool
Organigram to create a Strategic Investment Pool named Jupiter ("Jupiter"), to be funded with C$83.1 million over the course of the three tranches of the investment
Remaining net Investment Proceeds of C$41.5 million may be used by Organigram for general corporate purposes
Jupiter will target investments in emerging cannabis opportunities that enable Organigram to apply industry-leading capabilities to new markets, thus expanding its global
footprint
Jupiter to be set-up and managed by an internal team at Organigram
Governance and
Deal Protections
ORGANIGRAM
Board Representation:
Under the Amended and Restated IRA, BAT would be eligible to appoint up to 30% of the Board.
Investor Rights:
BAT has a right to participate in equity issuances to maintain its percentage shareholding, subject to customary exceptions, and periodic top-up rights to permit
maintenance of its percentage ownership following exempt issuances.
BAT has customary pro rata piggy-back registration rights and is subject to certain share transfer restrictions.
BAT has certain minority protections, including approval rights over certain fundamental transactions.
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