Q1 Fiscal 2024 Capital Structure Review
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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