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TORONTO--(BUSINESS WIRE)--Organigram Global Inc. (NASDAQ: OGI) (TSX: OGI), (the “Company” or “Organigram”), Canada's #1 cannabis company by market share and a growing global cannabis platform following its acquisition of Sanity Group GmbH (“Sanity”), today provided a business update highlighting initial operating performance from Sanity, continued strength in its Canadian business, and upcoming investor engagement. "The first quarter following the acquisition of Sanity marks an important milest.

Organigram Global Inc. (OGI:CA) Shareholder/Analyst Call Prepared Remarks Transcript

TORONTO & BERLIN--(BUSINESS WIRE)--Organigram Global Inc. (NASDAQ: OGI) (TSX: OGI), (the “Company” or “Organigram”) and Sanity Group GmbH (“Sanity” or “Sanity Group”) jointly announced the successful closing of Organigram’s previously announced acquisition (the “Acquisition”) of Sanity Group, pursuant to the terms of a share purchase agreement dated February 18, 2026 (the “Share Purchase Agreement”). In connection with closing of the Acquisition, a wholly owned subsidiary of the Company acquired all of the issued and outstanding shares of Sanity Group not already owned by the Company for an upfront purchase price paid on closing of €107.3 million, consisting of €78.0 million in cash and €29.3 million in share consideration (the “Upfront Consideration”). In connection with the closing of the Acquisition, the Company also closed its previously announced private placement financing (the “Private Placement”) with BT DE Investments Inc. (“BAT”), a wholly owned subsidiary of British American Tobacco p.l.c.1, for total gross proceeds of €40.3 million (equal to C$65.2 million)2, and its previously announced senior secured credit facilities (the “Loan Facilities”) of up to C$60 million.

The Company is also pleased to announce that, in connection with the closing of the Acquisition, Mr. Max Konrad Narr has been appointed to the Company’s board of directors for the duration of the Earnout Period (as defined below).

A portion of the cash component of the Upfront Consideration payable in connection with the Acquisition was funded using an amount drawn from Organigram’s Jupiter strategic investment pool (the “Jupiter Pool”), a capital pool established in 2024 with funding from BAT to support international growth initiatives. The use of such funds in connection with the Acquisition represents the final deployment of the Jupiter Pool.

About Sanity Group

Sanity Group is one of Europe’s leading pure-play cannabis companies, headquartered in Germany with a scalable European platform and expanding operations in Switzerland, the United Kingdom, Poland and Czechia. Sanity has developed a diversified and sophisticated commercial footprint across key segments of the cannabis value chain, including medical cannabis, regulated recreational pilot programs, and wellbeing products. Sanity benefits from deep regulatory expertise, strong distribution and logistics capabilities, and an extensive network of strategic partners across Europe.

Structuring of Consideration and Earnout under the Share Purchase Agreement

The Upfront Consideration paid on closing consisted of €78.0 million in cash3 and €29.3 million in share consideration, which was satisfied by Organigram issuing 3,146,195 common shares in the capital of the Company (the “Common Shares”) to the former shareholders of Sanity (the “Sellers”) and 12,638,228 non-voting Class A convertible preferred shares in the capital of the Company to BAT (the “Preferred Shares”, and together with the Common Shares, the “Shares”) at a price per Share of €1.8547 (C$3.00). The Upfront Consideration is based on estimated cash, debt and working capital of Sanity Group and is subject to post closing adjustment. In addition to the Upfront Consideration, the Sellers are entitled to future earnout consideration of up to €113.8 million, consisting of up to €20.0 million in cash, and up to €93.8 million in Shares, to be priced based on the volume-weighted average price of the Company’s Common Shares on the Toronto Stock Exchange (the “TSX”) for the twenty trading days on which there was a closing price for the Common Shares immediately preceding the settlement of such Shares, subject to a C$3.00 floor and C$4.00 cap (the “Earnout Consideration”), dependent on Sanity Group’s financial performance during the 12-month period ended April 1, 2027 (the “Earnout Period”).

ATB Credit Facility

In connection with the Acquisition and concurrently with the closing of the Acquisition, the Company closed the previously announced Loan Facilities between the Company, as borrower, ATB Financial as administrative agent, sole lead arranger and bookrunner, and the lenders party thereto from time to time (the “Credit Agreement”).

The Loan Facilities consist of a (i) C$20 million non-revolving term facility; (ii) C$30 million revolving credit facility; and (iii) C$10 million operating facility. The Loan Facilities are secured by assets of the Company and its material subsidiaries.

The proceeds of the non-revolving term loan have been used to partially fund the Acquisition. The revolving credit facility may be used to fund any earn out obligations in connection with the Acquisition and to finance working capital requirements and for general corporate purposes. The operating facility will be used to finance working capital requirements and for general corporate purposes.

Pursuant to the agreed conditions of the Loan Facilities, the Company has initially drawn C$20 million of the term loan on closing at the Prime Rate (as defined in the Credit Agreement). The Loan Facilities will mature on April 14, 2029 and the Company may, at its discretion, repay the balance of the Facilities without penalty, at any time (subject to the applicable notice requirements under the Credit Agreement). The Credit Agreement includes customary positive and negative covenants and events of default or loans of similar type, including financial covenants.

Private Placement with BAT

In connection with the Acquisition and concurrently with the closing of the Acquisition, the Company closed its previously announced Private Placement with BAT. Pursuant to closing of the Private Placement, BAT acquired, on a private placement basis, 1,152,800 Common Shares and 12,874,274 Preferred Shares of the Company at a price of C$3.00 per Share for gross proceeds of C$42.08 million, and 9,897,356 Preferred Shares of the Company at a price of C$2.335854 per Share, pursuant to the exercise of certain existing top-up rights, for gross proceeds of C$23.12 million, for total gross proceeds of €40,287,080 (equal to C$65.2 million)4 (the “Private Placement Subscription Proceeds”) pursuant to the terms of a subscription agreement dated February 18, 2026 (the “Subscription Agreement”). The Private Placement Subscription Proceeds were used to finance the cash portion of the Upfront Consideration and certain related transaction expenses of the Company.

Pursuant to the terms of the Subscription Agreement, the Shares issued in the closing of the Private Placement were allocated between Common Shares and Preferred Shares, such that if the number of Common Shares owned by BAT or its affiliates, associates, related parties and any joint actors would have exceeded the 30% Threshold after the closing of the Private Placement, the Company issued to BAT the greatest number of Common Shares issuable pursuant to the closing without exceeding the 30% Threshold, with the remainder of the Shares issuable as Preferred Shares (all as more specifically set forth in the Subscription Agreement).

The Preferred Shares are non-voting convertible preferred shares of the Company convertible at the option of BAT without payment of any additional consideration (subject to the 30% Threshold). The Preferred Shares are convertible initially on a one-for-one basis into Common Shares; provided, however, that the conversion rate will increase at a rate of 7.5% per annum commencing from the initial date on which such Preferred Shares are issued, until such time as the holders of Preferred Shares would beneficially own, or exercise control or direction over, directly or indirectly, with their respective affiliates, associates, related parties and any joint actors, after giving effect to the conversion of the Preferred Shares, 49.0% of the aggregate number of Common Shares issued and outstanding.

Amended and Restated Investor Rights Agreement

In connection with the closing of the Private Placement, the Company and BAT entered into a second amended and restated investor rights agreement (the “Second Amended & Restated IRA”), which further amends and restates the prior investor rights agreement dated January 23, 2024 between the Company and BAT to, among other things, provide increased flexibility concerning debt financing transactions by Organigram and refresh the time periods with respect to certain provisions. A copy of the Second Amended & Restated IRA will be available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

Advisors and Counsel

In connection with the Acquisition, the Company engaged EY for financial and tax advisory work, and BMO Capital Markets to provide a fairness opinion in respect the consideration to be paid by the Company pursuant to the Share Purchase Agreement. Goodmans LLP acted as Canadian legal counsel to the Company in connection with the Acquisition, the Loan Facilities and the Private Placement. Hogan Lovells International LLP acted as German legal counsel to the Company on the Acquisition, and McMillan LLP acted as U.S. legal counsel to the Company in connection with the Acquisition.

Sanity Group engaged its former Managing Director and Chief Investment & Strategy Officer, Max Narr, to support the management of the Acquisition, and Rothschild & Co acted as its exclusive financial advisor. Katharina Erbe (RSR / Season 5) and Patrick Biagosch (Biagosch Partner) acted as German legal counsel to Sanity Group, and McMillan LLP acted as Canadian legal counsel to Sanity Group. Stikeman Elliott LLP acted as Canadian legal counsel to BAT in connection with the Private Placement.

Additional Information Regarding the Acquisition, Private Placement and Loan Facilities

For additional details on the Acquisition and the Private Placement, see the Management Information Circular dated February 23, 2026, the Share Purchase Agreement for the Acquisition and the Subscription Agreement for the Private Placement, copies of which are available on the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. For additional details on the Loan Facilities, see the Loan Facilities, a copy of which is available on the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

About Organigram Global Inc.

Organigram Global Inc. is a NASDAQ Global Select Market and TSX listed company whose wholly owned subsidiary, Organigram Inc., is a licensed cultivator of cannabis and manufacturer of cannabis-derived goods in Canada. Through its acquisition of Collective Project Limited, Organigram Global participates in the U.S. and Canadian cannabinoid beverage markets. Organigram is focused on producing high-quality cannabis for adult consumers, as well as developing international business partnerships to extend the Company's global footprint. Organigram has also 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. 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 facility in Aylmer houses best-in-class CO2 and Hydrocarbon extraction capabilities, and is optimized for formulation refinement, post-processing of minor cannabinoids, and pre-roll production. The facility in London will be optimized for labelling, packaging, and national fulfillment. The Company is regulated by Health Canada under 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. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking-statements. 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. Forward-looking statements reflect current beliefs of management of the Company with respect to future events and are based on information currently available to management including the reasonable assumptions, estimates, analysis and opinions of management of the Company considering their experience, perception of trends, current conditions and expected developments as well as other factors that management believes to be relevant as at the date such statements are made. Forward-looking statements involve significant known and unknown risks and uncertainties. Many factors could cause actual results, performance or achievement to be materially different from any future forward-looking statements. There is a risk that some or all the expected benefits of the Acquisition may fail to materialize or may not occur within the time periods anticipated by the Company. The challenge of coordinating previously independent businesses makes evaluating the business and future financial prospects of the Company following the business combination difficult. Material risks and uncertainties that could cause actual results to differ from forward-looking statements include the inherent uncertainty associated with the financial and other projections (including projections relating to revenue, EBITDA, valuation and the calculation of the Earnout Consideration) as well as market changes arising from Canadian and European governmental actions or market conditions; the prompt and effective integration of Sanity into the Company not being possible; the ability to achieve the anticipated synergies and value-creation contemplated by the business combination not being possible or being delayed; the response of business partners and retention as a result of the business combination being negative; the impact of competitive responses to the business combination negatively impacting the Company; the ability to achieve the expected manufacturing and production output including flower supply not being possible; the risk that Sanity may not achieve the financial performance thresholds required for the payment of some or all of the Earnout Consideration; and the diversion of management time on business combination-related issues. Readers are cautioned that the foregoing list of factors is not exhaustive. Other risks and uncertainties not presently known to the Company or that the Company presently believe are not material could also cause actual results or events to differ materially from those expressed in the forward-looking statements contained herein. For a more detailed discussion of risks and other factors, see the factors and risks disclosed in 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. The forward-looking information included in this news release are made 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.

1 BAT (as defined below) is a shareholder in both Organigram and Sanity and has opted to take Shares in Organigram in lieu of cash for its interest in Sanity.
2 As determined using the average daily exchange rate published by the Bank of Canada on April 8, 2026 for converting Canadian dollars into Euros, being CAD$1.00 equals €0.6179.
3 BAT (as defined below) is a shareholder in both Organigram and Sanity and has opted to take Shares in Organigram in lieu of cash for its interest in Sanity.
4 As determined using the average daily exchange rate published by the Bank of Canada on April 8, 2026 for converting Canadian dollars into Euros, being CAD$1.00 equals €0.6179.

More News From Organigram Global Inc.

TORONTO--(BUSINESS WIRE)--Organigram Global Inc. (NASDAQ: OGI) (TSX: OGI), (the “Company” or “Organigram”), Canada's #1 cannabis company by market share1, is pleased to announce its results for the second quarter ended March 31, 2026 (“Q2 Fiscal 2026” or "Q2").

Q2 FISCAL 2026 HIGHLIGHTS

Gross Revenue: $93.3 million (-9% year-over-year). Net Revenue: $59.8 million (-9% year-over-year). International Revenue: $6.1 million (0% year-over-year). Adjusted EBITDA2: $0.9 million (-82% year-over-year). #1 Market Share in Canada: #1 in vapes, #1 in milled flower, #1 in concentrates, #2 in flower, #2 in pre-rolls, #3 in edibles, and #5 in beverages1. Sanity Group GmbH (“Sanity Group”) Acquisition: Subsequent to quarter-end, Organigram completed its acquisition of one of Germany's cannabis leaders, Sanity Group. Sanity Group is expected to generate approximately €25 million in average quarterly revenue over the next calendar year, and provide a scalable platform to accelerate Organigram's growth across key European markets. Australia Branded Sales: Launched 10 vape and gummy SKUs in Australia under the BOXHOT and Edison brands, with products expected to be available to over 4,000 pharmacies. Record Yield and Potency: Achieved a record quarterly harvest of over 32,000 kg (+56% year-over-year) and the highest average THC potency across the Company's flagship Moncton facility compared to any prior quarter due to continued enhancements to cultivation practices. Plant Science: Advancing Organigram's recent achievements in early-stage genetic marker identification, the Company launched two powdery mildew resistant cultivars and continues progress toward the identification of other genetic traits including, but not limited to aroma, color, terpene expression, and disease resistance. “Q2 reflected our underperformance in vapes and temporary challenges in infused pre-roll production, compounded by slower industry growth,” said James Yamanaka, CEO of Organigram. “We acted quickly to address these issues, and the operational changes and product enhancements we have implemented are already beginning to stabilize performance. Combined with continued improvements in yields and flower potency, and the contribution from Sanity Group beginning in Q3, we believe the business is positioned for stronger execution and improved performance in the second half of fiscal 2026.”

SECOND QUARTER FISCAL 2026 FINANCIAL OVERVIEW

Net revenue: Net Revenue decreased 9% to $59.8 million, from $65.6 million in the second quarter ended March 31, 2025 (“Q2 Fiscal 2025”), primarily driven by lower vape and infused pre-roll sales. Adjusted gross margin2: Adjusted gross margin was $18.4 million, or 31% of net revenue, compared to $21.9 million, or 33%, in Q2 Fiscal 2025. The year-over-year decrease in adjusted gross margin was primarily driven by changes in product mix, including a lower proportion of higher-margin product categories in the current period, and higher product returns. Selling, General & Administrative (“SG&A”) Expenses: SG&A increased to $23.6 million from $22.5 million in Q2 Fiscal 2025. The increase was primarily driven by higher investments in advertising, promotions, and trade marketing initiatives to support new product launches in the current period, and a credit loss due to a wholesale customer insolvency. As a proportion of net revenue, SG&A increased to 39%, compared to 34% in Q2 Fiscal 2025. Net Income or loss: Net loss was $0.9 million compared to net income of $42.5 million in Q2 Fiscal 2025. The decrease in net income in the current period was primarily attributable to lower fair value gains on derivative liabilities and preferred shares, as well as lower net revenue and gross margins compared to the prior year period. In addition, the current period results were negatively impacted by a $5.8 million impairment loss related to the Company's hemp-derived products business in the U.S. Adjusted EBITDA3: Adjusted EBITDA was $0.9 million compared to $4.9 million in adjusted EBITDA in Q2 Fiscal 2025. The decrease in Adjusted EBITDA compared to the comparative period is primarily due to lower recreational revenue while operating expenses remained flat as a proportion of net revenue, as well as the impact of higher returns provisions. Net Cash used in Operating Activities: Cash used in operating activities was $6.8 million, compared to $16.6 million in Q2 Fiscal 2025. The improvement was primarily attributable to lower investment in working capital, partially offset by lower adjusted EBITDA3. Free Cash Flow (“FCF”)3: FCF was an outflow of $7.0 million compared to $23.1 million in Q2 Fiscal 2025. The improvement was primarily attributable to lower investment in working capital and lower capital expenditures. “The financial impact of the competitive and operational challenges encountered earlier in Fiscal 2026 is believed to have been largely realized in the first half of the year, and we are now beginning to see performance stabilize,” said Greg Guyatt, Chief Financial Officer of Organigram. “While margins and profitability were pressured during the quarter, the underlying cost structure of the business continues to improve, supported by higher yields, operational efficiencies, and prior investments in automation. We expect to resume our trajectory of margin expansion and profitability improvement through the second half of the year, supported by expected growth in net revenue and international sales, alongside positive contributions from the consolidation of Sanity Group.”

INTERNATIONAL SALES

In Q2 Fiscal 2026, Organigram generated $6.1 million in international sales, consistent with the prior year period. Performance reflected an elevated proportion of product that did not meet international specifications during the quarter. Sequentially, international sales increased from $5.0 million in Q1 Fiscal 2026, driven by improving on-spec volumes. The Company expects continued progress in international on-spec volumes through the second half of Fiscal 2026. In April 2026 Organigram provided all additional documentation requested by the regulator to date to support the closure of all major findings identified in its EU-GMP certification audit. The Company expects an update on certification in the coming months. BALANCE SHEET & LIQUIDITY

As of March 31, 2026, the Company had total cash (including restricted cash and short-term investments) of $54.8 million. Subsequent to quarter end, the Company deployed the majority of its total cash position in consideration of the Sanity Group acquisition and secured $60 million in debt financing from ATB Financial of which $20 million was allocated to the Sanity Group acquisition. FISCAL 2026 GUIDANCE

The Company originally issued its Fiscal 2026 guidance in Q4 Fiscal 2025, prior to the acquisition of Sanity Group, which closed in April 2026. At that time, the Company contemplated net revenue exceeding $300 million, higher Adjusted Gross Margin4 and Adjusted EBITDA4 relative to Fiscal 2025, positive Free Cash Flow4, and capital expenditures of less than $10 million. Following the acquisition of Sanity Group, which closed in April 2026, the Company is updating its Fiscal 2026 guidance. Prior to the acquisition, shipments to Sanity Group were recognized as revenue upon shipment to Sanity Group; post-acquisition, shipments to Sanity Group are recognized as revenue upon ultimate sale by Sanity Group to third parties. The Company is now projecting net revenue to exceed $350 million in Fiscal 2026, with Adjusted EBITDA4 and Adjusted Gross Margin4 exceeding Fiscal 2025 performance, Free Cash Flow4 approximately break even, and capital expenditures of less than $10 million. Select Key Financial Metrics

(in $000s unless otherwise indicated)

Q2-2026

Q2-2025

% Change

Gross revenue

93,250

102,763

(9

)%

Excise taxes

(33,456

)

(37,163

)

(10

)%

Net revenue

59,794

65,600

(9

)%

Cost of sales

44,800

45,813

(2

)%

Gross margin before fair value changes to biological assets & inventories sold

14,994

19,787

(24

)%

Realized fair value on inventories sold and other inventory charges

(21,834

)

(14,192

)

54

%

Unrealized gain on changes in fair value of biological assets

23,247

12,823

81

%

Gross margin

16,407

18,418

(11

)%

Adjusted gross margin(1)

18,441

21,921

(16

)%

Adjusted gross margin %(1)

31

%

33

%

(2

)%

Selling (including marketing), general & administrative expenses

23,609

22,490

5

%

Net (loss) income

(921

)

42,456

nm

Adjusted EBITDA(1)

870

4,908

(82

)%

Net cash used in operating activities before working capital changes

(6,211

)

(1,607

)

286

%

Net cash used in operating activities after working capital changes

(6,760

)

(16,585

)

(59

)%

Note (1) Adjusted gross margin, adjusted gross margin % and adjusted EBITDA are non-International Financial Reporting Standards (“IFRS”) financial measures not defined by and do not have any standardized meaning under IFRS and might not be comparable to similar financial measures disclosed by other issuers; please refer to “Non-IFRS Financial Measures” in this press release for more information.

Select Balance Sheet Metrics (in $000s)

MARCH 31, 2026

SEPTEMBER 30,

2025

% Change

Cash & short-term investments (including restricted cash)

54,754

84,420

(35

)%

Biological assets & inventories

135,158

123,954

9

%

Other current assets

60,174

76,523

(21

)%

Accounts payable & accrued liabilities

73,139

89,247

(18

)%

Working capital

161,341

158,738

2

%

Property, plant & equipment

120,838

122,977

(2

)%

Total assets

521,312

562,211

(7

)%

Total liabilities

149,500

213,081

(30

)%

Shareholders’ equity

371,812

349,130

6

%

RECONCILIATION

The following table reconciles the Company's adjusted EBITDA to net income (loss).

Adjusted EBITDA Reconciliation

(in $000s unless otherwise indicated)

Q2-2026

Q2-2025

Net (loss) income as reported

$

(921

)

$

42,456

Add/(deduct):

Investment income, net of financing costs

(312

)

(179

)

Income tax expense (recovery)

—

(106

)

Depreciation and amortization

5,033

4,839

Impairment of property, plant and equipment, intangible assets and goodwill

5,800

—

ERP implementation costs

120

628

Acquisition and transaction costs

4,356

974

Inventory and biological assets fair value and NRV adjustments

2,034

1,917

Incremental fair value component on inventories sold from acquisitions

—

1,586

Share-based compensation

728

938

Other (income) expenses(1)

(18,716

)

(50,728

)

Provision for non-recurring credit losses

821

—

Research and development expenditures, net of depreciation

1,927

2,583

Adjusted EBITDA

$

870

$

4,908

  Note (1): Other (income) expenses includes share of loss from investments in associates, (gain) loss on disposal of property, plant and equipment, change in fair value of derivative liabilities, preferred shares, contingent consideration and other financial assets, and certain other non-operating (income) expenses.

The following table reconciles the Company's adjusted gross margin to gross margin before fair value adjustments:

Adjusted Gross Margin Reconciliation

(in $000s unless otherwise indicated)

Q2-2026

Q2-2025

Net revenue

$

59,794

$

65,600

Cost of sales before adjustments

41,353

43,679

Adjusted gross margin

18,441

21,921

Adjusted gross margin %

31

%

33

%

Less:

Provisions and impairment of inventories and biological assets

3,420

548

Provisions to net realizable value

27

—

Gross margin before fair value adjustments

14,994

19,787

Gross margin % (before fair value adjustments)

25

%

30

%

Add:

Realized fair value on inventories sold and other inventory charges

(21,834

)

(14,192

)

Unrealized gain on changes in fair value of biological assets

23,247

12,823

Gross margin

16,407

18,418

Gross margin %

27

%

28

%

The following table reconciles the Company's Free Cash Flow to net cash and restricted cash provided by (used in) operating activities:

Free Cash Flow Reconciliation

(in $000s unless otherwise indicated)

Q2-2026

Q2-2025

Net cash and restricted cash provided by (used in) operating activities

$

(6,760

)

$

(16,585

)

Less:

Purchase of property, plant and equipment

(223

)

(6,508

)

Free Cash Flow

(6,983

)

(23,093

)

Second Quarter Fiscal 2026 Conference Call

The Company will host a conference call to discuss its results with details as follows:
Date: May 12, 2026
Time: 8:00 am Eastern Time

To register for the conference call, please use this link: https://events.q4inc.com/analyst/574618022?pwd=FVnom6fM

To ensure you are connected for the full call, we suggest registering a day in advance or at minimum 10 minutes before the start of the call. After registering, a confirmation will be sent through email, including dial in details and unique conference call codes for entry. Registration is open through the live call.

To access the webcast: https://events.q4inc.com/attendee/574618022

A replay of the webcast will be available within 24 hours after the conclusion of the call at https://www.organigram.ca/investors and will be archived for a period of 90 days following the call.

Non-IFRS Financial Measures

This news release refers to certain financial performance measures (including adjusted gross margin, adjusted gross margin %, adjusted EBITDA and free cash flow) that are not defined by and do not have a standardized meaning under IFRS as issued by the International Accounting Standards Board. Non-IFRS financial measures are used by management to assess the financial and operational performance of the Company. The Company believes that these non-IFRS financial measures, in addition to conventional measures prepared in accordance with IFRS, enable investors to evaluate the Company’s operating results, underlying performance and prospects in a similar manner to the Company’s management. As there are no standardized methods of calculating these non-IFRS measures, the Company’s approaches may differ from those used by others, and accordingly, the use of these measures may not be directly comparable. Accordingly, these non-IFRS measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Adjusted EBITDA is a non-IFRS measure that the Company defines as net income (loss) excluding: financing costs, net of investment income; income tax expense (recovery); depreciation, amortization, impairment, normalization of depreciation add-back due to changes in depreciable assets resulting from impairment charges, (gain) loss on disposal of property, plant and equipment (per the consolidated statement of cash flows); share-based compensation (per the consolidated statement of cash flows); share of loss (gain) from investments in associates including impairment loss; change in fair value of contingent consideration; change in fair value of derivative liabilities, other financial assets and preferred shares; expenditures incurred in connection with research and development activities (net of depreciation); unrealized gain on changes in fair value of biological assets; realized fair value on inventories sold and other inventory charges; provisions and net realizable value adjustments related to inventory and biological assets; government subsidies, insurance recoveries and other non-operating expenses (income); legal provisions (recoveries); ERP implementation costs; transaction costs; share issuance costs; and provision for Canndoc expected credit losses. Adjusted EBITDA is intended to provide a proxy for the Company’s operating cash flow and derives expectations of future financial performance for the Company, and excludes adjustments that are not reflective of current operating results.

Adjusted gross margin is a non-IFRS measure that the Company defines as net revenue less cost of sales, before the effects of (i) unrealized gain on changes in fair value of biological assets; (ii) realized fair value on inventories sold and other inventory charges; (iii) realized fair value on inventories sold from acquisitions; (iv) provisions and impairment of inventories and biological assets; and (v) provisions to net realizable value. Adjusted gross margin % is calculated by dividing adjusted gross margin by net revenue. Management believes that these measures provide useful information to assess the profitability of our operations as they represent the normalized gross margin generated from operations and exclude the effects of non-cash fair value adjustments on inventories and biological assets, which are required by IFRS.

Free cash flow provided by (used in) operating activities is calculated as net cash provided by or used in operating activities less the purchase of property, plant and equipment. Free cash flow is a useful indicator of the Company's capacity to fund operations from internally generated cash flows, without the need for additional borrowings or use of existing cash reserves under normal operating conditions.

The most directly comparable measure to adjusted EBITDA, calculated in accordance with IFRS is net income (loss) and see "Reconciliation" section of this press release for a reconciliation to such measure. The most directly comparable measure to adjusted gross margin calculated in accordance with IFRS is gross margin before fair value adjustment and see "Reconciliation" section of this press release for a reconciliation to such measure. The most directly comparable measure to Free Cash Flow is net cash and restricted cash provided by (used in) operating activities, and see "Reconciliation" section of this press release for a reconciliation to such measure.

About Organigram Global Inc.

Organigram Global Inc. is a NASDAQ Global Select Market and TSX listed company whose wholly-owned subsidiaries include Organigram Inc., a licensed cultivator of cannabis and manufacturer of cannabis-derived goods in Canada. Through its acquisition of Collective Project Limited, Organigram Global participates in the U.S. and Canadian cannabinoid beverages markets.

Organigram is focused on producing high-quality, indoor-grown cannabis for patients and adult recreational consumers in Canada, as well as developing international business partnerships to extend the Company’s global footprint. Organigram has also developed a portfolio of legal adult-use recreational cannabis brands, including Edison, Holy Mountain, Big Bag O’ Buds, SHRED, SHRED'ems, Monjour, Tremblant Cannabis, Trailblazer, Collective Project, BOXHOT and DEBUNK. Organigram operates facilities in Moncton, New Brunswick and Lac-Supérieur, Québec, with a dedicated 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 facility in Aylmer houses best-in-class CO2 and Hydrocarbon extraction capabilities, and is optimized for formulation refinement, post-processing of minor cannabinoids, and pre-roll production. The facility in London will be optimized for labelling, packaging, and national fulfillment. The Company is regulated by the Cannabis Act and the Cannabis Regulations (Canada).

Forward-Looking Information

This news release contains forward-looking information. Forward-looking information, in general, can be identified by the use of forward-looking terminology such as “outlook”, “objective”, “may”, “will”, “could”, “would”, “might”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “plan”, “continue”, “budget”, “schedule” or “forecast” or similar expressions suggesting future outcomes or events. They include, but are not limited to, statements with respect to expectations, projections or other characterizations of future events or circumstances, and the Company’s objectives, goals, strategies, beliefs, intentions, plans, estimates, forecasts, projections and outlook, including statements relating to the Company’s future performance, the Company’s positioning to capture additional market share and sales including international sales and the expected continued progress in international on-spec volumes, expectations for consumer demand, expected improvement to gross margins before fair value changes to biological assets and inventories, expectations regarding adjusted gross margins, adjusted EBITDA, Free Cash Flow and net revenue in Fiscal 2026 and beyond, expectations regarding cultivation capacity, the Company’s plans and objectives including around the availability and sources of any future financing, availability of cost efficiency opportunities, the ability of the Company to fulfill demand for its revitalized product portfolio with increased staffing, expectations relating to greater capacity to meet demand due to increased capacity at the Company’s facilities, expectations around lower product cultivation costs, the ability to achieve economies of scale and ramp up cultivation, expectations pertaining to the increase of automation and reduction in reliance on manual labour, expectations around the launch of higher margin dried flower strains, expectations around market and consumer demand and other patterns related to existing, new and planned product forms; expectations regarding the Company's integration of Sanity Group, including the expected revenue to be generated by Sanity Group over the next calendar year; expectations around FASTTM nanoemulsion technology; expectations regarding EU-GMP certification; timing for launch of new product forms, ability of those new product forms to capture sales and market share, estimates around incremental sales and more generally estimates or predictions of actions of customers, suppliers, partners, distributors, competitors or regulatory authorities; statements regarding the future of the Canadian and international cannabis markets and, statements regarding the Company’s future economic performance. These statements are not historical facts but instead represent management beliefs regarding future events, many of which, by their nature are inherently uncertain and beyond management control. Forward-looking information has been based on the Company’s current expectations about future events.

Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectations. These risks, uncertainties and factors include: general economic factors; geopolitical risks; international trade disputes sparked by tariffs and retaliatory tariffs or other non-tariff measures; changes to government laws, regulations or policies, including customs, tariffs, trade or environmental law, regulations or policies, or the enforcement thereof; receipt of regulatory approvals or consents and any conditions imposed upon same and the timing thereof; the Company's ability to meet regulatory criteria which may be subject to change; change in regulation including restrictions on sale of new product forms; change in stock exchange listing practices; the Company's ability to manage costs, timing and conditions to receiving any required testing results and certifications; results of final testing of new products; changes in governmental plans including those related to methods of distribution; timing and nature of sales and product returns; customer buying patterns and consumer preferences not being as predicted given this is a new and emerging market; material weaknesses identified in the Company’s internal controls over financial reporting; the completion of regulatory processes and registrations including for new products and forms; market demand and acceptance of new products and forms; unforeseen construction or delivery delays including of equipment and commissioning; increases to expected costs; competitive and industry conditions; change in customer buying patterns; and changes in crop yields. These and other risk factors are disclosed in the Company's documents filed from time to time under the Company’s issuer profile on the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval+ (“SEDAR”) at www.sedarplus.ca and reports and other information filed with or furnished to the United States Securities and Exchange Commission (“SEC”) from time to time on the SEC’s Electronic Document Gathering and Retrieval System (“EDGAR”) at www.sec.gov, including the Company’s most recent management discussion and analysis ("MD&A") and annual information form. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release.

Certain forward-looking information included herein may also constitute a “financial outlook” within the meaning of applicable securities legislation. Financial outlook involves statements about the Company’s prospective financial performance and financial position that are based on and subject to the assumptions about future economic conditions and courses of action described above as well as management's expectations regarding a strong innovation pipeline, increasing international sales, high cannabis quality and higher potency, commercialization of FAST nano emulsion technology in ingestible formats, and receipt of the EU-GMP certification. Such assumptions are based on management's assessment of the relevant information currently available and any financial outlook included herein is provided for the purpose of helping readers understand management's current expectations and plans for the future as of the date hereof. The actual results of the Company’s operations may vary from the amounts set forth in any financial outlook and such variances may be material. Readers are cautioned that reliance on any financial outlook may not be appropriate for other purposes or in other circumstances and that the risk factors described above and other factors may cause actual results to differ materially from any financial outlook.

The Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward looking information is subject to risks and uncertainties that are addressed in the “Risk Factors” section of the MD&A dated May 12, 2026 and there can be no assurance whatsoever that these events will occur.

Third-Party Information

This news release contains information concerning our industry and the markets in which we operate, including our market position and market share, which is based on information from independent third-party sources. Although we believe these sources to be generally reliable, market and industry data is inherently imprecise, subject to interpretation and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process, and other limitations and uncertainties inherent in any statistical survey or data collection process. We have not independently verified any third-party information contained herein.

More News From Organigram Global Inc.

OrganiGram (OGI - Free Report) came out with a quarterly loss of $0.01 per share in line with the Zacks Consensus Estimate. This compares to a loss of $0.05 per share a year ago. These figures are adjusted for non-recurring items.

This quarterly report represents an earnings surprise of -100.00%. A quarter ago, it was expected that this cannabis producer would post a loss of $0.01 per share when it actually produced a loss of $0.02, delivering a surprise of -100%.

Over the last four quarters, the company has not been able to surpass consensus EPS estimates.

OrganiGram, which belongs to the Zacks Medical - Products industry, posted revenues of $43.59 million for the quarter ended March 2026, missing the Zacks Consensus Estimate by 16.26%. This compares to year-ago revenues of $45.69 million. The company has topped consensus revenue estimates two times over the last four quarters.

The sustainability of the stock's immediate price movement based on the recently-released numbers and future earnings expectations will mostly depend on management's commentary on the earnings call.

OrganiGram shares have lost about 22% since the beginning of the year versus the S&P 500's gain of 8.3%.

What's Next for OrganiGram?While OrganiGram has underperformed the market so far this year, the question that comes to investors' minds is: what's next for the stock?

There are no easy answers to this key question, but one reliable measure that can help investors address this is the company's earnings outlook. Not only does this include current consensus earnings expectations for the coming quarter(s), but also how these expectations have changed lately.

Empirical research shows a strong correlation between near-term stock movements and trends in earnings estimate revisions. Investors can track such revisions by themselves or rely on a tried-and-tested rating tool like the Zacks Rank, which has an impressive track record of harnessing the power of earnings estimate revisions.

Ahead of this earnings release, the estimate revisions trend for OrganiGram was mixed. While the magnitude and direction of estimate revisions could change following the company's just-released earnings report, the current status translates into a Zacks Rank #3 (Hold) for the stock. So, the shares are expected to perform in line with the market in the near future. You can see the complete list of today's Zacks #1 Rank (Strong Buy) stocks here.

It will be interesting to see how estimates for the coming quarters and the current fiscal year change in the days ahead. The current consensus EPS estimate is $0.01 on $58.38 million in revenues for the coming quarter and $0.10 on $235.25 million in revenues for the current fiscal year.

Investors should be mindful of the fact that the outlook for the industry can have a material impact on the performance of the stock as well. In terms of the Zacks Industry Rank, Medical - Products is currently in the bottom 37% of the 250 plus Zacks industries. Our research shows that the top 50% of the Zacks-ranked industries outperform the bottom 50% by a factor of more than 2 to 1.

Medtronic (MDT - Free Report) , another stock in the same industry, has yet to report results for the quarter ended April 2026. The results are expected to be released on June 3.

This medical device company is expected to post quarterly earnings of $1.58 per share in its upcoming report, which represents a year-over-year change of -2.5%. The consensus EPS estimate for the quarter has remained unchanged over the last 30 days.

Medtronic's revenues are expected to be $9.66 billion, up 8.2% from the year-ago quarter.

Organigram Global Inc. (OGI:CA) Q2 2026 Earnings Call Transcript