Ms. Beena Goldenberg reports

ORGANIGRAM ACQUIRES MOTIF, BECOMING CANADA'S LARGEST CANNABIS COMPANY BY MARKET SHARE

Organigram Holdings Inc. has acquired 100 per cent of the issued and outstanding shares of Motif Labs Ltd. for upfront consideration of $90-million, consisting of $50-million in cash and $40-million of Organigram common shares priced based on the 30-day trading volume-weighted average price of $2.3210 on the Toronto Stock Exchange. In addition, Motif shareholders will be entitled to receive additional contingent consideration of $10-million payable in Organigram common shares conditional on Organigram achieving a price per share exceeding $3.2203 per share, based on the rolling 30-trading day VWAP on the TSX, within 12 months of the date of the transaction. The contingent consideration shall be priced at of $3.22031 per share.

"The highly complementary acquisition of Motif establishes Organigram as Canada's largest cannabis company by market share and accelerates our vision to be a leading cannabis company across all major categories, driven by a relentless focus on the consumer of today and tomorrow," said Beena Goldenberg, chief executive officer of Organigram. "Winning in Canada, the world's largest federally legal recreational market, supported by leading brands and best-in-class operations, innovation and product development, provides the platform to unlock global opportunities as evolving attitudes towards cannabis drive regulatory changes in new and exciting markets," she added.

Motif is a Canadian leader in the vape and infused preroll categories backed by a portfolio of strong, owned brands, including the popular Boxhot brand. Motif's business also includes a wholesale division and end-to-end services for external brands. Motif has repeatedly proved to be able to design, develop and launch innovative and high-quality products at speed and scale, resulting in market growth with SKUs and brands that resonate with consumers. Motif is headquartered in Aylmer, Ont., strategically located in the heart of Southwestern Ontario soon to be supported by a large distribution warehouse in nearby London, Ont.

"Motif was founded in 2017 with a vision to leverage manufacturing expertise to succeed in the production of cannabis extracts. We are proud to say that today, not only is Motif one of Canada's largest and most efficient extractors, but we have also commercialized a portfolio of leading, widely distributed brands that have unlocked leading market share positions of No. 1 in vapes and No. 3 in infused prerolls," said Mario Naric, chief executive officer and founder of Motif. "This is a landmark transaction in our industry, and the Motif team is thrilled to be joining forces with Organigram to create Canada's undisputed leader with deep capabilities in all major cannabis categories."

Motif highlights:

• Grew from $35-million in net revenue in 2022 to $79-million in 2023 and has generated approximately $86-million in LTM (last 12 months);
• Delivered 15 consecutive quarters of positive adjusted EBITDA (earnings before interest, taxes, depreciation and amortization);
• Maintained a No. 1 vape position for over two years, with a current market share of 21.2 per cent supported by the strength of the Boxhot and Debunk brands, backstopped by vape manufacturing capabilities of over one million units a month;
• Currently the No. 3 position and growing in IPRs and growing market share supported by monthly IPR manufacturing capabilities of over 750,000 units per month;
• Deep expertise and proven efficiency at various extraction methodologies such as hydrocarbon, ethanol and carbon dioxide;
• Capable of producing 1,350 kilograms of distillate per month and 400 kg of hydrocarbon-derived extracts;
• Extraction breadth of expertise and efficiencies support various ready-to-consume categories that require traditional inputs such as tetrahydrocannabinol and cannabidiol but also more innovative and novel products that use minor cannabinoids such as cannabinol, cannabigerol and cannabichromene;
• Production of tetrahydrocannabinolic acid, a highly sought input to the production of the fast-growing IPR market, is also a key core capability of Motif.

Strategic rationale

"Organigram has a proven track record of executing on Canadian M&A, successfully capturing and growing market share with highly complementary acquisitions that add to our existing strengths. This acquisition of Motif is no exception," said Paolo De Luca, chief strategy officer at Organigram. "This deal is about a leading public cannabis company joining forces with Canada's top private licensed producer. We are extremely excited about leveraging our combined competitive advantages and respective market positions to continue to grow in Canada and beyond."

Highlights of the combined entity:

1. Propels Organigram to the No. 1 Canadian cannabis company by market share with a combined market share of 12.4 per cent and unmatched category leadership across multiple categories; Organigram captures leadership position in the vape and preroll categories with the opportunity to expand Motif's distribution to new markets, including Quebec and Atlantic Canada; Motif holds 21.2-per-cent and 9.4-per-cent share of Canadian vape and infused preroll markets, respectively;
2. Highly synergistic and financially accretive acquisition further driving economies of scale and a strong financial position with improving operating cash flows; sizable opportunity for margin expansion due to economies of scale and vertical integration opportunities such as ingredient production and use, as well as logistics optimization; significant cost synergy potential estimated to be in excess of $10-million to be realized over approximately 24 months;
3. Adds two strategic facilities to Organigram's existing roster of dedicated manufacturing and cultivation footprints across Canada; Aylmer, Ont., facility provides advanced CO2 and hydrocarbon extraction capabilities in addition to increased infused preroll production; the facility adds monthly production of 1,350 kg of distillate, 400 kg of high-value hydrocarbon extracts, 750,000 infused preroll capacity and one million units of vape filling capacity; the London, Ont., facility provides Organigram with a strategic location in Southwestern Ontario that will be used as a distribution hub to optimize fulfillment and shipping costs;
4. Brings together the best-in-class capabilities of two passionate teams with deep cannabis expertise which are highly focused on consumer-driven innovation; the combination of both teams, with the support of the product development collaboration, is expected to accelerate the pipeline of products to deliver a stronger, faster pace of innovation, maintaining the company's reputation for delivering on award-winning innovation in the cannabis sector.

Transaction details:

• Organigram has acquired all the issued and outstanding shares of Motif.
• Subsequent to closing, Motif has no material debt outstanding and is current on all excise tax obligations.
• Motif shareholders received $90-million in upfront consideration composed of $50-million in cash consideration and $40-million in Organigram common shares (17,233,951 shares priced based on 30-trading day VWAP of $2.3210).
• Share consideration is subject to escrow and will be released to Motif shareholders in equal 25-per-cent parts on or around the three-, six-, nine- and 12-month anniversaries of closing.
• Ten million dollars of contingent consideration is payable to Motif shareholders upon Organigram exceeding a 30-day VWAP share price of $3.2203 per share by Dec. 6, 2025.
• Contingent consideration, if payable, shall equal 3,105,291 common shares priced at $3.22031 per share.
• Cash consideration is financed through cash on hand.

Advisers and counsel

In connection with the transaction, Organigram engaged BMO Capital Markets as its exclusive financial adviser and Borden Ladner Gervais LLP as its legal counsel. Motif engaged Jefferies as its exclusive financial adviser and Davies Ward Phillips & Vineberg LLP as its legal counsel. MLT Aikins acted on behalf of both Organigram and Motif on specified regulatory matters.

About Organigram Holdings Inc.

Organigram is a Nasdaq Global Select Market- and Toronto Stock Exchange-listed company whose wholly owned subsidiaries include Organigram Inc., a licensed producer of cannabis, cannabis-derived products and cannabis infused edibles in Canada.

Organigram is focused on producing high-quality cannabis for patients and adult recreational consumers, as well as developing international business partnerships to extend the company's global footprint. Organigram has also developed and acquired a portfolio of legal adult-use recreational cannabis brands, including Edison, Holy Mountain, Big Bag O' Buds, Shred, Shred'ems, Monjour, Laurentian, Tremblant Cannabis and Trailblazer. Organigram operates facilities in Moncton, N.B., and Lac-Superieur, Que., with a dedicated edibles manufacturing facility in Winnipeg, Man. The company is regulated by the Cannabis Act and the Cannabis Regulations (Canada).

About Motif Labs Ltd.

Founded in 2017, Motif is a leading brand house shaping Canada's cannabis 2.0 market with a portfolio of iconic brands, including Boxhot (Canada's No. 1 cannabis vape brand), Debunk (Canada's No. 1 liquid diamonds vape brand), Rizzlers and Floe State. Founded by a team of scientists and engineers, Motif was the largest privately owned cannabis business in Canada prior to the completion of the transaction.

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