Organigram Holdings Inc. (“Organigram” or the
“Company”) (TSX: OGI) (NASDAQ: OGI) announced today the
results of voting at its annual general and special meeting of
shareholders (the “Shareholders”) held virtually on January
18, 2024 (the “Meeting”).
Election of Directors
Each of the nine nominees listed in the Company’s management
information circular dated December 20, 2023 (the
“Circular”) provided in connection with the Meeting were
elected as directors of the Company. The Company received proxies
and virtual votes at the Meeting as set out below:
Nominee
# Votes For
% of Votes For
# Votes Against
% of Votes Against
Peter Amirault
21,048,219
97.584%
521,043
2.416%
Beena Goldenberg
21,042,349
97.557%
526,912
2.443%
Dexter John
20,322,178
94.219%
1,246,910
5.781%
Geoffrey Machum
21,022,452
97.465%
546,809
2.535%
Sherry Porter
21,020,273
97.455%
548,990
2.545%
Stephen Smith
20,352,863
94.361%
1,216,227
5.639%
Marni Wieshofer
20,338,914
94.297%
1,230,174
5.703%
Simon Ashton
21,044,104
97.565%
525,158
2.435%
Karina Gehring
21,045,939
97.574%
523,322
2.426%
The biographies of the Company’s directors are set out in the
Circular, which is available under the Company’s profile on SEDAR+
at www.sedarplus.ca. and on EDGAR at www.sec.gov.
Committee Composition
Following the Meeting, the Board has reviewed and approved the
composition of its Committees. The Audit Committee now consists of
Stephen Smith (Chair), Dexter John, Marni Wieshofer and Simon
Ashton. The Compensation Committee now consists of Sherry Porter
(Chair), Geoff Machum and Karina Gehring. The Investment Committee
now consists of Dexter John (Chair), Stephen Smith, Marni Wieshofer
and Simon Ashton. The Governance, Nominating and Sustainability
Committee remains unchanged consisting of Geoff Machum (Chair),
Sherry Porter and Dexter John.
Appointment of Auditor
Further, an ordinary resolution approving the appointment of
KPMG LLP as the Company’s auditor until the next annual meeting of
the shareholders of the Company or until its successor is duly
appointed and authorizing the directors of the Company to fix its
remuneration was approved by the affirmative vote of 96.999% of the
votes represented at the Meeting.
Shareholder Approval of Investment and Articles of
Amendment
At the Meeting, an ordinary resolution approving the previously
announced C$124.6 million follow-on strategic equity investment by
the Investor in the Company (the “Investment”), was approved
by the affirmative vote of 96.169% of the votes represented at the
Meeting (or 86.926% of the voted represented at the Meeting
excluding the votes attached to the common shares held by the
Investor in accordance with Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions and
the rules of the Toronto Stock Exchange (the “TSX”)).
Subject to the satisfaction or waiver of the other conditions to
closing contained in the subscription agreement (the
“Subscription Agreement”) with the Investor dated November
5, 2023, as amended on December 20, 2023, the closing of the first
tranche of the Investment is expected to close on or around January
23, 2024.
In addition, a special resolution approving the amendment of the
Company’s articles to create a new class of Class A preferred
shares (the “Preferred Shares”) to be issued by the Company
to the Investor in the Investment was approved by the affirmative
vote of 92.139% of the votes represented at the Meeting.
Following receipt of the necessary Shareholder approval, the
Company filed articles of amendment to create the new class of
Class A Preferred Shares. A copy of the articles of amendment will
be available under the Company’s profile on SEDAR+ at
www.sedarplus.ca and on EDGAR at www.sec.gov. The Class A Preferred
Shares will not be listed for trading on the TSX or on any other
stock exchange.
Further details relating to the Investment can be found in the
press release issued by the Company on November 6, 2023 and the
Circular.
About Organigram Holdings Inc.
Organigram Holdings Inc. is a NASDAQ Global Select Market and
TSX 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, New Brunswick and Lac-Supérieur, Quebec,
with a dedicated edibles manufacturing facility in Winnipeg,
Manitoba. The Company is regulated by the Cannabis Act and the
Cannabis Regulations (Canada).
Forward-Looking Information
This news release contains forward-looking information. Often,
but not always, forward-looking information can be identified by
the use of words such as “plans”, “expects”, “estimates”,
“intends”, “anticipates”, “believes” or variations of such words
and phrases or state that certain actions, events, or results
“may”, “could”, “would”, “might” or “will” be taken, occur or be
achieved. Forward-looking information involves known and unknown
risks, uncertainties and other factors that may cause actual
results, events, performance or achievements of Organigram to
differ materially from current expectations or future results,
performance or achievements expressed or implied by the
forward-looking information contained in this news release. Risks,
uncertainties and other factors involved with forward-looking
information could cause actual events, results, performance,
prospects and opportunities to differ materially from those
expressed or implied by such forward-looking information include
changes to market conditions, consumer preferences and regulatory
climate, and factors and risks as disclosed in the Circular, and
the Company’s most recent annual information form, management’s
discussion and analysis and other Company documents filed from time
to time on SEDAR+ (see www.sedarplus.ca) and filed or furnished to
the Securities and Exchange Commission on EDGAR (see www.sec.gov).
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
press release. Although the Company believes that the assumptions
and factors used in preparing the forward-looking information in
this news release are reasonable, undue reliance should not be
placed on such information and no assurance can be given that such
events will occur in the disclosed time frames or at all. Such
assumptions include, without limitation, that all conditions to the
closing of the Investment will be satisfied, that the Investment
will be completed on the terms set forth in the Subscription
Agreement, and that all three tranches of the Investment will
close. The forward-looking information included in this news
release is provided as of the date of this news release and the
Company disclaims any intention or obligation, except to the extent
required by law, to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20240118105599/en/
For Investor Relations enquiries: Max Schwartz, Director of
Investor Relations investors@organigram.ca For Media enquiries:
Megan McCrae, Senior Vice President – Marketing and Communications
megan.mccrae@organigram.ca
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