Organigram and BAT Form Product Development Collaboration – Includes Strategic Investment from BAT for 19.9% Equity Interest - Seite 3

BAT is also entitled to add two Board members to Organigram’s Board.  At closing, Organigram added one BAT nominee, Mr. Jeyan Heper, to its Board and another nominee is expected to be added in the near term.  Mr. Heper, who is a Group Category Director at BAT, has over 23 years of diverse management, strategic leadership, and mergers and acquisitions experience at global companies including BAT, Procter & Gamble, Danone and LifeStyles Healthcare. His expertise includes growing value and volume share through global brand and equity building and consumer marketing. Both nominees are expected to bring deep R&D, product and strategic expertise to further complement Organigram’s existing Board capabilities as well as extend its international presence.  Further particulars regarding BAT’s second nominee and that nominee’s credentials will be provided upon appointment.

Key Transaction Terms

Investor Rights

Contemporaneously with the closing, Organigram and BAT entered into an investor rights agreement (the “Investor Rights Agreement”) providing BAT with certain rights including its 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.

The Investor Rights Agreement also includes customary pro rata piggy-back registration rights in favour of BAT, and certain share transfer restrictions for BAT’s shareholding interests in OGI.

Board Representation

BAT’s board representation rights under the Investor Rights Agreement, entitle BAT to appoint (i) 20% of the Board for so long as it holds at least 15% of the issued and outstanding common shares in OGI from time to time and (ii) 10% of the Board so long as BAT holds at least 10% of the issued and outstanding common shares of Organigram from time to time.

Product Development Collaboration

Pursuant to the terms of the PDC Agreement, approximately C$30 million of the Investment Proceeds shall be reserved in order to satisfy certain of Organigram’s obligations under the PDC Agreement (the “Allocated Investment Proceeds”), including Organigram’s portion of its funding obligations under a mutually agreed budget for the Center of Excellence, and then (together with the balance of the net Investment Proceeds) for general corporate purposes, subject to certain proceed restrictions. Costs relating to the Center of Excellence will be funded equally by Organigram and BAT.