Mr. Max Schwartz reports

ORGANIGRAM CLOSES PREVIOUSLY ANNOUNCED ACQUISITION OF SANITY GROUP, PRIVATE PLACEMENT FINANCING WITH BAT AND ATB SENIOR SECURED CREDIT FACILITIES

Organigram Global Inc. and Sanity Group GmbH have closed Organigram's previously announced acquisition of Sanity Group, pursuant to the terms of a share purchase agreement dated Feb. 18, 2026. In connection with closing of the acquisition, a wholly owned subsidiary of the company acquired all of the issued and outstanding shares of Sanity Group not already owned by the company for an upfront purchase price paid on closing of 107.3 million euros, consisting of 78.0 million euros in cash and 29.3 million euros in share consideration. In connection with the closing of the acquisition, the company also closed its previously announced private placement financing with BT DE Investments Inc. (BAT), a wholly owned subsidiary of British American Tobacco PLC, for total gross proceeds of 40.3 million euros (equal to $65.2-million), and its previously announced senior secured credit facilities of up to $60-million.

The company is also pleased to announce that, in connection with the closing of the acquisition, Max Konrad Narr has been appointed to the company's board of directors for the duration of the earnout period (as defined below).

A portion of the cash component of the upfront consideration payable in connection with the acquisition was financed using an amount drawn from Organigram's Jupiter strategic investment pool, a capital pool established in 2024 with financing from BAT to support international growth initiatives. The use of such funds in connection with the acquisition represents the final deployment of the Jupiter pool.

About Sanity Group GmbH

Sanity Group is one of Europe's leading pure play cannabis companies, headquartered in Germany with a scalable European platform and expanding operations in Switzerland, the United Kingdom, Poland and Czechia. Sanity has developed a diversified and sophisticated commercial footprint across key segments of the cannabis value chain, including medical cannabis, regulated recreational pilot programs and well-being products. Sanity benefits from deep regulatory expertise, strong distribution and logistics capabilities, and an extensive network of strategic partners across Europe.

Structuring of consideration and earnout under the share purchase agreement

The upfront consideration paid on closing consisted of 78.0 million euros in cash and 29.3 million euros in share consideration, which was satisfied by Organigram issuing 3,146,195 common shares in the capital of the company to the former shareholders of Sanity and 12,638,228 non-voting Class A convertible preferred shares in the capital of the company to BAT at a price per share of 1.8547 euros ($3). The upfront consideration is based on estimated cash, debt and working capital of Sanity Group and is subject to postclosing adjustment. In addition to the upfront consideration, the sellers are entitled to future earnout consideration of up to 113.8 million euros, consisting of up to 20.0 million euros in cash, and up to 93.8 million euros in shares, to be priced based on the volume-weighted average price of the company's common shares on the Toronto Stock Exchange for the 20 trading days on which there was a closing price for the common shares immediately preceding the settlement of such shares, subject to a $3 floor and $4 cap, dependent on Sanity Group's financial performance during the 12-month period ended April 1, 2027.

ATB credit facility

In connection with the acquisition and concurrently with the closing of the acquisition, the company closed the previously announced loan facilities between the company, as borrower, ATB Financial as administrative agent, sole lead arranger and bookrunner, and the lenders party thereto from time to time.

The loan facilities consist of a: (i) $20-million non-revolving term facility; (ii) $30-million revolving credit facility; and (iii) $10-million operating facility. The loan facilities are secured by assets of the company and its material subsidiaries.

The proceeds of the non-revolving term loan have been used to partially finance the acquisition. The revolving credit facility may be used to finance any earnout obligations in connection with the acquisition and to finance working capital requirements and for general corporate purposes. The operating facility will be used to finance working capital requirements and for general corporate purposes.

Pursuant to the agreed conditions of the loan facilities, the company has initially drawn $20-million of the term loan on closing at the prime rate (as defined in the credit agreement). The loan facilities will mature on April 14, 2029, and the company may, at its discretion, repay the balance of the facilities without penalty, at any time (subject to the applicable notice requirements under the credit agreement). The credit agreement includes customary positive and negative covenants and events of default or loans of similar type, including financial covenants.

Private placement with BAT

In connection with the acquisition and concurrently with the closing of the acquisition, the company closed its previously announced private placement with BAT. Pursuant to closing of the private placement, BAT acquired, on a private placement basis, 1,152,800 common shares and 12,874,274 preferred shares of the company at a price of $3 per share for gross proceeds of $42.08-million, and 9,897,356 preferred shares of the company at a price of $2.335854 per share, pursuant to the exercise of certain existing top-up rights, for gross proceeds of $23.12-million, for total gross proceeds of 40,287,080 euros (equal to $65.2-million) pursuant to the terms of a subscription agreement dated Feb. 18, 2026. The private placement subscription proceeds were used to finance the cash portion of the upfront consideration and certain related transaction expenses of the company.

Pursuant to the terms of the subscription agreement, the shares issued in the closing of the private placement were allocated between common shares and preferred shares, such that if the number of common shares owned by BAT or its affiliates, associates, related parties and any joint actors would have exceeded the 30-per-cent threshold after the closing of the private placement, the company issued to BAT the greatest number of common shares issuable pursuant to the closing without exceeding the 30-per-cent threshold, with the rest of the shares issuable as preferred shares (all as more specifically set forth in the subscription agreement).

The preferred shares are non-voting convertible preferred shares of the company convertible at the option of BAT without payment of any additional consideration (subject to the 30-per-cent threshold). The preferred shares are convertible initially on a one-for-one basis into common shares, provided, however, that the conversion rate will increase at a rate of 7.5 per cent per annum commencing from the initial date on which such preferred shares are issued, until such time as the holders of preferred shares would beneficially own, or exercise control or direction over, directly or indirectly, with their respective affiliates, associates, related parties and any joint actors, after giving effect to the conversion of the preferred shares, 49.0 per cent of the aggregate number of common shares issued and outstanding.

Amended and restated investor rights agreement

In connection with the closing of the private placement, the company and BAT entered into a second amended and restated investor rights agreement, which further amends and restates the prior investor rights agreement dated Jan. 23, 2024, between the company and BAT to, among other things, provide increased flexibility concerning debt financing transactions by Organigram and refresh the time periods with respect to certain provisions. A copy of the second amended and restated IRA will be available under the company's profile on SEDAR+ and on EDGAR.

Advisers and counsel

In connection with the acquisition, the company engaged EY for financial and tax advisory work, and BMO Capital Markets to provide a fairness opinion in respect of the consideration to be paid by the company pursuant to the share purchase agreement. Goodmans LLP acted as Canadian legal counsel to the company in connection with the acquisition, the loan facilities and the private placement. Hogan Lovells International LLP acted as German legal counsel to the company on the acquisition, and McMillan LLP acted as U.S. legal counsel to the company in connection with the acquisition.

Sanity Group engaged its former managing director and chief investment and strategy officer, Max Narr, to support the management of the acquisition, and Rothschild & Co. acted as its exclusive financial adviser. Katharina Erbe (RSR/Season 5) and Patrick Biagosch (Biagosch partner) acted as German legal counsel to Sanity Group, and McMillan LLP acted as Canadian legal counsel to Sanity Group. Stikeman Elliott LLP acted as Canadian legal counsel to BAT in connection with the private placement.

Additional information regarding the acquisition, private placement and loan facilities

For additional details on the acquisition and the private placement, see the management information circular dated Feb. 23, 2026, the share purchase agreement for the acquisition and the subscription agreement for the private placement, copies of which are available on the company's profile on SEDAR+ and on EDGAR. For additional details on the loan facilities, see the loan facilities, a copy of which is available on the company's profile on SEDAR+ and on EDGAR.

About Organigram Global Inc.

Organigram is a Nasdaq Global Select Market- and Toronto Stock Exchange-listed company whose wholly owned subsidiary, Organigram Inc., is a licensed cultivator of cannabis and manufacturer of cannabis-derived goods in Canada. Through its acquisition of Collective Project Ltd., Organigram Global participates in the U.S. and Canadian cannabinoid beverage markets. Organigram is focused on producing high-quality cannabis for adult consumers, as well as developing international business partnerships to extend the company's global footprint. Organigram has also developed and acquired a portfolio of cannabis brands, including Edison, Big Bag O' Buds, Shred, Shred'ems, Monjour, Tremblant Cannabis, Collective Project, Trailblazer, Boxhot and Debunk. Organigram operates facilities in Moncton, N.B., and Lac-Superieur, Que., with a dedicated edibles manufacturing facility in Winnipeg, Man. The company also operates two additional cannabis processing facilities in Southwestern Ontario: one in Aylmer and the other in London. The facility in Aylmer houses best-in-class carbon dioxide and hydrocarbon extraction capabilities, and is optimized for formulation refinement, postprocessing of minor cannabinoids and preroll production. The facility in London will be optimized for labelling, packaging and national fulfilment. The company is regulated by Health Canada under the Cannabis Act and the Cannabis Regulations (Canada).

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