Full Press Release Details
[Certain portions of this exhibit have been redacted as they are both not material and are of the
type of information that the Company treats as private or confidential. The Company agrees to
furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.]
ORGANIGRAM HOLDINGS INC.
as the Warrant Agent
Bay-Adelaide Centre - West Tower
333 Bay Street, Suite 3400
Toronto, Ontario M5H 2S7
| ARTICLE 1 INTERPRETATION | 2 |
| 1.1 Definitions | 2 |
| 1.2 Gender and Number | 7 |
| 1.3 Headings, Etc. | 7 |
| 1.4 Day not a Business Day | 7 |
| 1.5 Time of the Essence | 7 |
| 1.6 Monetary References | 7 |
| 1.7 Applicable Law | 7 |
| ARTICLE 2 ISSUE OF WARRANTS | 7 |
| 2.1 Creation and Issue of Warrants | 7 |
| 2.2 Terms of Warrants | 8 |
| 2.3 Warrantholder not a Shareholder | 8 |
| 2.4 Warrants to Rank Pari Passu | 8 |
| 2.5 Form of Warrants and Certificated Warrants | 8 |
| 2.6 Book Entry Only Warrants | 9 |
| 2.7 Warrant Certificate | 11 |
| 2.8 Register of Warrants | 12 |
| 2.9 Issue in Substitution for Warrant Certificates Lost, etc. | 13 |
| 2.10 Exchange of Warrant Certificates | 14 |
| 2.11 Transfer and Ownership of Warrants | 14 |
| 2.12 Cancellation of Surrendered Warrants | 15 |
| 2.13 Withdrawal of Warrants from Warrant Indenture | 15 |
| ARTICLE 3 EXERCISE OF WARRANTS | 16 |
| 3.1 Right of Exercise | 16 |
| 3.2 Warrant Exercise | 17 |
| 3.3 Cashless Exercise of Warrants | 20 |
| 3.4 Transfer Fees and Taxes | 21 |
| 3.5 Warrant Agency | 21 |
| 3.6 Effect of Exercise of Warrant Certificates | 22 |
| 3.7 Partial Exercise of Warrants; Fractions | 23 |
| 3.8 Expiration of Warrants | 23 |
| 3.9 Accounting and Recording | 23 |
| 3.10 Securities Restrictions | 24 |
| 3.11 U.S. Securities Law Matters | 26 |
| ARTICLE 4 ADJUSTMENT OF NUMBER OF COMMON SHARES AND EXERCISE PRICE | 27 |
| 4.1 Adjustment of Number of Common Shares and Exercise Price | 27 |
| 4.2 Entitlement to Common Shares on Exercise of Warrant | 33 |
| 4.3 No Adjustment for Certain Transactions | 33 |
| 4.4 Determination by Auditors | 33 |
| 4.5 Proceedings Prior to any Action Requiring Adjustment | 33 |
| 4.6 Certificate of Adjustment | 33 |
| 4.7 Notice of Special Matters | 34 |
| 4.8 No Action after Notice | 34 |
| 4.9 Other Action | 34 |
| 4.10 Protection of Warrant Agent | 34 |
| 4.11 Participation by Warrantholder | 35 |
| ARTICLE 5 RIGHTS OF THE CORPORATION AND COVENANTS | 35 |
| 5.1 Optional Purchases by the Corporation | 35 |
| 5.2 General Covenants | 36 |
| 5.3 Warrant Agent's Remuneration and Expenses | 37 |
| 5.4 Performance of Covenants by Warrant Agent | 37 |
| 5.5 Enforceability of Warrants | 37 |
| 5.6 Cannabis and Psychedelics | 38 |
| ARTICLE 6 ENFORCEMENT | 38 |
| 6.1 Suits by Registered Warrantholders | 38 |
| 6.2 Suits by the Corporation | 39 |
| 6.3 Immunity of Shareholders, etc. | 39 |
| 6.4 Waiver of Default | 39 |
| ARTICLE 7 MEETINGS OF REGISTERED WARRANTHOLDERS | 39 |
| 7.1 Right to Convene Meetings | 39 |
| 7.2 Notice | 40 |
| 7.3 Chairman | 40 |
| 7.4 Quorum | 40 |
| 7.5 Power to Adjourn | 41 |
| 7.6 Show of Hands | 41 |
| 7.7 Poll and Voting | 41 |
| 7.8 Regulations | 41 |
| 7.9 Corporation and Warrant Agent May be Represented | 42 |
| 7.10 Powers Exercisable by Extraordinary Resolution | 42 |
| 7.11 Meaning of Extraordinary Resolution | 43 |
| 7.12 Powers Cumulative | 44 |
| 7.13 Minutes | 44 |
| 7.14 Instruments in Writing | 45 |
| 7.15 Binding Effect of Resolutions | 45 |
| 7.16 Holdings by Corporation Disregarded | 45 |
| ARTICLE 8 SUPPLEMENTAL INDENTURES | 45 |
| 8.1 Provision for Supplemental Indentures for Certain Purposes | 45 |
| 8.2 Successor Entities | 46 |
| ARTICLE 9 CONCERNING THE WARRANT AGENT | 46 |
| 9.1 Indenture Legislation | 46 |
| 9.2 Rights and Duties of Warrant Agent | 47 |
| 9.3 Evidence, Experts and Advisers | 47 |
| 9.4 Documents, Monies, etc. Held by Warrant Agent | 49 |
| 9.5 Actions by Warrant Agent to Protect Interest | 49 |
| 9.6 Warrant Agent Not Required to Give Security | 49 |
| 9.7 Protection of Warrant Agent | 50 |
| 9.8 Replacement of Warrant Agent; Successor by Merger | 52 |
| 9.9 Conflict of Interest | 53 |
| 9.10 Acceptance of Agency | 53 |
| 9.11 Warrant Agent Not to be Appointed Receiver | 54 |
| 9.12 Warrant Agent Not Required to Give Notice of Default | 54 |
| 9.13 Anti-Money Laundering | 54 |
| 9.14 Compliance with Privacy Code | 55 |
| 9.15 Securities Exchange Commission Certification | 55 |
| ARTICLE 10 GENERAL | 55 |
| 10.1 Notice to the Corporation and the Warrant Agent | 55 |
| 10.2 Notice to Registered Warrantholders | 56 |
| 10.3 Ownership of Warrants | 57 |
| 10.4 Counterparts | 57 |
| 10.5 Satisfaction and Discharge of Indenture. | 58 |
| 10.6 Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders | 58 |
| 10.7 Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided | 58 |
| 10.8 Severability | 59 |
| 10.9 Force Majeure | 59 |
| 10.10 Assignment, Successors and Assigns | 59 |
| 10.11 Rights of Rescission and Withdrawal for Holders | 60 |
SCHEDULE A FORM OF WARRANT
SCHEDULE B CONFIRMATION OF EXERCISE PRICE TO WARRANT AGENT
SCHEDULE C FORM OF WARRANT AGREEMENT
SCHEDULE D WITHDRAWAL NOTICE
THIS WARRANT INDENTURE is dated as of April 2, 2024.
ORGANIGRAM HOLDINGS INC., a corporation existing under the laws of Canada
(the "Corporation"),
TSX TRUST COMPANY, a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada
(the "Warrant Agent"),
WHEREAS pursuant to the terms and conditions of an underwriting agreement dated March 27, 2024 (the "Underwriting Agreement"), among the Corporation, ATB Securities Inc. and A.G.P. Canada Investments ULC (collectively, the "Underwriters"), the Corporation proposes to issue and sell 8,901,000 units ("Units") of the Corporation (the "Offering") (including the exercise of the over-allotment option (the "Over-Allotment Option") granted to the Underwriters), each Unit comprised of one Common Share (as defined herein) and one-half of one Warrant (as defined herein);
AND WHEREAS for the purpose of the Offering, the Corporation is proposing to issue 4,450,500 Warrants pursuant to this Indenture;
AND WHEREAS each whole Warrant shall, subject to adjustment, entitle the holder thereof to acquire one (1) Common Share (as defined herein) upon payment of the Exercise Price (as defined herein) prior to the Expiry Time (as defined herein) upon the terms and conditions herein set forth;
AND WHEREAS the Corporation is duly authorized to create and issue the Warrants to be issued as herein provided;
AND WHEREAS as of the date hereof the Corporation has an effective Registration Statement (as defined below) under the U.S. Securities Act (as defined below);
AND WHEREAS all acts and deeds necessary have been done and performed to make the Warrants, when Authenticated (as defined herein) by the Warrant Agent, and issued as provided in this Indenture, legal, valid and binding upon the Corporation with the benefits and subject to the terms and conditions of this Indenture;
AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Corporation and not by the Warrant Agent;
NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Corporation hereby appoints the Warrant Agent as warrant agent to hold the rights, interests and benefits contained herein for and on behalf of those persons who from time to time become the holders of Warrants issued pursuant to this Indenture and the parties hereto agree as follows:
In this Indenture, including the recitals and schedules hereto, and in all indentures supplemental hereto:
"Adjustment Period" means the period from the Effective Date up to and including the Expiry Time;
"Applicable Legislation" means any statute of Canada or a province thereof, and the regulations under any such named or other statute, relating to warrant indentures or to the rights, duties and obligations of warrant agents under warrant indentures, to the extent that such provisions are at the time in force and applicable to this Indenture;
"Attribution Parties" has the meaning set forth in Section 3.10(b);
"Auditors" means a firm of chartered accountants duly appointed as auditors of the Corporation, from time to time;
"Authenticated" means (a) with respect to the issuance of a Warrant Certificate, one which has been duly signed by the Corporation and authenticated by manual signature or electronic signature of the Corporation and have been printed, lithographed or otherwise electronically or mechanically reproduced and countersigned by the Warrant Agent, and (b) with respect to the issuance of an Uncertificated Warrant, one in respect of which the Warrant Agent has completed all Internal Procedures such that the particulars of such Uncertificated Warrant as required by Section 2.7 are entered in the register of holders of Warrants. "Authenticate", "Authenticating" and "Authentication" have the appropriate correlative meanings;
"Beneficial Ownership Limitation" has the meaning set forth in Section 3.10(b);
"Book Entry Only Participants" means institutions that participate directly or indirectly in the Depository's book entry registration system for the Warrants;
"Book Entry Only Warrants" means Warrants that are to be or are held only by or on behalf of the Depository;
"Bloomberg" means Bloomberg, L.P.;
"Business Day" means any day other than Saturday, Sunday or a statutory or civic holiday, or any other day on which banks are not open for business in the City of Toronto, Province of Ontario;
"Buy-in" has the meaning set forth in Section 3.6(d);
"Certificated Warrant" means a Warrant evidenced by a writing or writings substantially in the form of Schedule A, attached hereto;
"Common Share Delivery Date" has the meaning set forth in Section 3.6(b);
"Common Share Reorganization" has the meaning set forth in Section 4.1(a);
"Common Shares" means, subject to Article 4, fully paid and non-assessable common shares in the capital of the Corporation as presently constituted;
"Confirmation" has the meaning set forth in Section 3.2(b);
"Convertible Security" means a security of the Corporation (other than the Warrants) or of any other issuer convertible into or exchangeable for or otherwise carrying the right to acquire Common Shares;
"Counsel" means a barrister or solicitor or a firm of barristers and solicitors acceptable to the Warrant Agent, which may or may not be counsel for the Corporation;
"Current Market Price" of the Common Shares at any date means the VWAP for the 20 consecutive Trading Days immediately preceding such date;
"Depository" means CDS Clearing and Depository Services Inc. or such other Person as is designated in writing by the Corporation to act as depository in respect of the Warrants;
"Depository Global Warrants" means Warrants representing all or a portion of the aggregate number of Warrants issued in the name of the applicable Depository represented by an Uncertificated Warrant, or if requested by the applicable Depository or the Corporation, by a Warrant Certificate;
"Dividends" means any dividends paid by the Corporation;
"Effective Date" means the date of this Indenture;
"Equity Shares" means the Common Shares and any shares of any other class or series of the Corporation which may from time to time be authorized for issue if by their terms such shares confer on the holders thereof the right to participate in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation beyond a fixed sum or a fixed sum plus accrued dividends;
"Exchange Rate" means the number of Common Shares subject to the right of purchase under each Warrant which as of the date hereof is one;
"Exercise Date" means, in relation to the Warrants, the Business Day on which an Exercise Notice attached to such Warrant is validly exercised or deemed to be validly exercised in accordance with Article 3 hereof;
"Exercise Notice" has the meaning set forth in Section 3.2(a);
"Exercise Price" at any time means the price at which a whole Common Share may be purchased by the exercise of a whole Warrant, which is initially $3.65 per Common Share, payable in immediately available Canadian funds, subject to adjustment in accordance with the provisions of Article 4;
"Expiry Date" means April 2, 2028;
"Expiry Time" means 5:00 p.m. (Eastern time) on the Expiry Date;
"Extraordinary Resolution" has the meaning set forth in Section 7.11;
"Internal Procedures" means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register at any time (including without limitation, original issuance or registration of transfer of ownership) the minimum number of the Warrant Agent's internal procedures customary at such time for the entry, change or deletion made to be complete under the operating procedures followed at the time by the Warrant Agent;
"Issue Date" for any Warrant is the date such Warrant was issued as indicated on the register;
"NASDAQ" means the NASDAQ Global Select Market;
"Over-Allotment Option" has the meaning set forth on the first page of this Warrant Indenture;
"Person" means an individual, body corporate, partnership, trust, warrant agent, executor, administrator, legal representative or any unincorporated organization;
"register" means the one set of records and accounts maintained by the Warrant Agent pursuant to Section 2.8;
"Registered Warrantholders" means the persons who are registered owners of Warrants as such names appear on the register, and for greater certainty, shall include the Depository as well as the holders of Uncertificated Warrants appearing on the register of the Warrant Agent;
"Registration Statement" means a registration statement filed and effective with the SEC under the U.S. Securities Act registering the offer and sale of the Common Shares issuable upon exercise of the Warrants;
"Regulatory Authorities" means the securities regulatory authorities in each of the provinces and territories of Canada;
"Rights Offering" has the meaning set forth in Section 4.1(b);
"SEC" means the United States Securities and Exchange Commission;
"Shareholders" means holders of Common Shares;
"this Warrant Indenture", "this Indenture", "this Agreement", "hereto" "herein", "hereby", "hereof" and similar expressions mean and refer to this indenture and any indenture, deed or instrument supplemental hereto; and the expressions "Article", "Section", "subsection" and "paragraph" followed by a number, letter or both mean and refer to the specified article, section, subsection or paragraph of this indenture;
"Trading Day" means, a day on which any of the NASDAQ or the TSX is open for trading or, if the Common Shares are not then listed on the NASDAQ or the TSX, a day on which such other exchange or an over-the-counter market on which the Common Shares are listed is open for trading;
"Trading Market" means any of the following markets or exchanges on which the Common Shares are listed or quoted for trading on the date in question: the TSX, the NASDAQ, the Nasdaq Capital Market, the Nasdaq Global Market, the New York Stock Exchange, or the NYSE American (or any successors to any of the foregoing);
"Transaction Instruction" means a written order signed by the Registered Warrantholder or the Depository or electronic confirmation from the Depository, entitled to request that one or more actions be taken, or such other form as may be reasonably acceptable to the Warrant Agent, requesting one or more such actions to be taken in respect of an Uncertificated Warrant;
"TSX" means the Toronto Stock Exchange;
"Uncertificated Warrant" means any Warrant which is not a Certificated Warrant;
"United States" means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;
"U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended;
"U.S. Person" means a "U.S. person" as defined in Rule 902(k) of Regulation S under the U.S. Securities Act;
"U.S. Securities Act" means the United States Securities Act of 1933, as amended;
"U.S. Securities Laws" means all applicable securities legislation in the United States, including without limitation, the U.S. Securities Act, the U.S. Exchange Act and the rules and regulations promulgated thereunder, and any applicable state securities laws;
"VWAP" means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Shares are then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Shares for such date (or the nearest preceding date) on the principal Trading Market based on trading volume as reported by Bloomberg on which the Common Shares are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (Eastern time) to 4:02 p.m. (Eastern time)), (b) if the Common Shares are not listed or quoted on a Trading Market and is then quoted on OTCQB or OTCQX, the volume weighted average price of the Common Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Shares are then reported in the "Pink Sheets" published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Shares so reported, or (d) in all other cases, the fair market value of a share of Common Shares as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Corporation, the fees and expenses of which shall be paid by the Corporation;
"Warrants" means the Common Share purchase warrants created by and authorized by and issuable under this Indenture, to be issued and Authenticated hereunder in certificated form and/or held through the book entry registration system on a no certificate issued basis, entitling the holder thereof to purchase one Common Share (subject to adjustment as herein provided) at the Exercise Price prior to the Expiry Time or means the warrants issued and Authenticated hereunder, whether by way of Warrant Certificate or Uncertificated Warrant;
"Warrant Agency" means the principal offices of the Warrant Agent in Toronto (TSX Trust Company), or such other place as may be designated in accordance with Section 3.5;
"Warrant Agent" means TSX Trust Company, in its capacity as warrant agent of the Warrants, or its successors from time to time;
"Warrant Agreement" means a warrant agreement, in substantially in the form set forth in Schedule C hereto, by and between the Corporation and a Warrantholder, to be administered by the Corporation outside the terms of this Warrant Indenture and Warrant Agency;
"Warrant Certificate" means a certificate, substantially in the form set forth in Schedule A hereto, to evidence those Warrants that will be evidenced by a certificate;
"Warrantholders", or "holders" without reference to Warrants, means the warrantholders as, and in respect of Warrants registered in the name of the Depository, includes owners of Warrants who beneficially hold securities entitlements in respect of the Warrants through a Book Entry Only Participant or means, at a particular time, the Persons entered in the register hereinafter mentioned as holders of Warrants outstanding at such time;
"Warrantholders' Request" means an instrument signed in one or more counterparts by Registered Warrantholders holding in the aggregate not less than 50% of the Warrants then unexercised and outstanding, requesting the Warrant Agent to take some action or proceeding specified therein; and "written order of the Corporation", "written request of the Corporation", "written consent of the Corporation" and "certificate of the Corporation" mean, respectively, a written order, request, consent and certificate signed in the name of the Corporation by any one director or officer of the Corporation and may consist of one or more instruments so executed; and
"Withdrawal Notice" means the Withdrawal Notice, in substantially in the form set forth in Schedule D hereto, to be delivered by a Registered Warrantholder upon surrender of to withdraw Warrants represented by Warrant Certificate(s) from this Warrant Indenture and Warrant Agency in substitution for a Warrant Agreement.
1.2 Gender and Number
Words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa.
The division of this Indenture into Articles and Sections, the provision of a Table of Contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Indenture or of the Warrants.
1.4 Day not a Business Day
If any day on or before which any action or notice is required to be taken or given hereunder is not a Business Day, then such action or notice shall be required to be taken or given on or before the requisite time on the next succeeding day that is a Business Day.
1.5 Time of the Essence
Time shall be of the essence of this Indenture.
1.6 Monetary References