Moncton, NB — February 19, 2026 — Leads & Copy — Organigram Global Inc. has entered into a subscription agreement with BT DE Investments Inc., a subsidiary of British American Tobacco p.l.c., regarding the proposed acquisition of Sanity Group GmbH.
The subscription agreement outlines BAT’s subscription for 14,027,074 Organigram shares at C$3.00 per share, totaling C$42.08 million. BAT will also exercise existing top-up rights to subscribe for 9,897,356 shares at C$2.335854 per share, amounting to C$23.12 million. The total gross proceeds from the private placement investment will be C$65.2 million.
The proceeds, along with existing cash and funds from a senior secured credit facility with ATB Financial, will finance the cash portion of the acquisition, transaction expenses, and general working capital.
BAT’s share ownership in Organigram is capped at 30.0% of the total issued and outstanding common shares. If issuances of shares under both the Acquisition and the Private Placement Investment exceed this threshold, BAT will receive non-voting Class A convertible preferred shares of Organigram.
Based on Organigram’s December 31, 2025, financial statements, with 135,132,782 common shares outstanding, BAT would be issued 2,353,379 common shares and 21,571,051 preferred shares under the private placement investment. The preferred shares can be converted into voting common shares, provided the 30% threshold is not exceeded. The conversion rate of preferred shares increases at 7.5% per annum from the initial issuance date, until the holders would control 49.0% of the outstanding common shares.
Updated figures will be included in the management information circular sent to shareholders for the Company’s annual and special meeting to be held on March 30, 2026 at which shareholders will be asked to approve the Acquisition and Private Placement.
The private placement investment is contingent upon the acquisition’s completion, regulatory approvals (including the Toronto Stock Exchange), shareholder approval from Organigram, and other customary closing conditions.
Organigram must obtain disinterested shareholder approval for the acquisition and private placement, as the aggregate number of shares issued will exceed 25% of Organigram’s current shares outstanding and the value of consideration issued to BAT will exceed 10% of the company’s market capitalization.
The acquisition and private placement also constitute “related party transactions” under Multilateral Instrument 61-101, requiring “majority of the minority” approval from Organigram shareholders, excluding votes attached to shares held by BAT.
Organigram intends to seek the necessary shareholder approval at its annual and special shareholders’ meeting on March 30, 2026.
The Board of Directors unanimously approved the acquisition and private placement on February 18, 2026, with BAT’s nominees abstaining from the votes.
Copies of the Purchase Agreement and the Subscription Agreement will be available on Organigram’s SEDAR+ profile.
Organigram Global Inc. is a NASDAQ and TSX listed company, operating through its subsidiary, Organigram Inc., as a licensed cannabis cultivator and manufacturer in Canada. Organigram also participates in the U.S. and Canadian cannabinoid beverage markets through its acquisition of Collective Project Limited. Organigram operates facilities in Moncton, New Brunswick and Lac Supérieur, Quebec, with a dedicated edibles manufacturing facility in Winnipeg, Manitoba. The Company also operates two additional cannabis processing facilities in Southwestern Ontario; one in Aylmer and the other in London.
The company has 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. The Company is regulated by Health Canada under the Cannabis Act and the Cannabis Regulations (Canada).
Source: Organigram Global Inc.
