Q1 Fiscal 2024 Capital Structure Review
MARCH 2021 BAT TRANSACTION SUMMARY
Investment
Subsidiary of BAT subscribed for 58.3M common shares of Organigram, which represented a 19.9% equity interest in March 20211 on a post-transaction basis
•
Total proceeds to Organigram in March 2021 of ~C$221 million (the "Investment Proceeds")
The price per share in March 2021 was based on a five-day volume weighted average price on the TSX ended March 9, 2021
Product
Development
Collaboration
("PDC")
Governance and
Deal Protections
In March 2022 received $6.3M investment from BAT through the exercise of certain top-up rights pursuant to an Investor Rights Agreement, bringing BAT's equity ownership
to 19.4%
~$30M of Investment Proceeds reserved to satisfy certain of Organigram's obligations under the PDC agreement, including Organigram's portion of its funding obligations
under a mutually agreed budget for the Center of Excellence
Remaining net Investment Proceeds may be used by Organigram for general corporate purposes, subject to certain proceed restrictions
Costs relating to the Center of Excellence will be funded equally by OGI and BAT
Organigram and BAT to focus on development of cannabis vapour products, cannabis oral products and any other products, IP and technologies mutually agreed upon
Both Organigram and BAT to have access to certain of each other's intellectual property ("IP") and, subject to certain limitations, have the right to independently globally
commercialize the products, technologies and IP
Board Representation:
•
•
BAT entitled to appoint (i) 20% of the Board of Directors of Organigram (the "Board") for so long as BAT holds at least 15% of the issued and outstanding common
shares of Organigram from time to time and (ii) 10% of the Board so long as BAT holds at least 10% of the issued and outstanding common shares of Organigram
from time to time
BAT nominees, Mr. Simon Ashton was added to the Board in February 2022 and Ms. Ferland was added to the Board in March 2023 but subsequently resigned in
September 2023
Investor Rights
•
1. Calculated on a non-diluted basis.
ORGANIGRAM
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
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