Organigram Holdings Inc. Acquisition of Laurentian Organic Inc.

Goodmans LLP acted for Organigram Holdings Inc. (TSX: OGI and NASDAQ: OGI), the parent company of Organigram Inc. (collectively “Organigram” or the “Company”), a leading licensed producer of cannabis, in connection with its acquisition of all of the issued and outstanding shares of Laurentian Organic Inc. (“Laurentian”), in a cash and share transaction for aggregate consideration of $36 million, plus earnout consideration (the “Earnout Consideration”) payable, if applicable, based on Laurentian surpassing certain EBITDA thresholds in calendar 2022 and 2023.

The purchase price paid on closing (the “Upfront Consideration”) was $36 million and consisted of $10 million in cash, and $26 million by the issuance of 10,896,442 shares (the “Common Shares”) based on the volume-weighted average price of Organigram’s Toronto Stock Exchange listed securities for the five trading days ending December 20, 2021 equaling $2.3861. Earnout Consideration, if any, will be payable in Common Shares, if EBITDA thresholds are met, at two different points:

The Laurentian acquisition (the “Laurentian Acquisition”) further strengthens Organigram’s position in the Canadian market through the expansion of the Company’s portfolio into premium products, including hash and craft cannabis, in addition to providing an important presence in the province of Quebec through a scalable cultivation and operational footprint.