Organigram Holdings Inc. (“Organigram” or the
“Corporation”) (TSX: OGI) (NASDAQ: OGI) announced today that
it has established an at-the-market equity program (the “ATM
Program”) that allows the Corporation to issue up to
C$55,000,000 (or its U.S. dollar equivalent) of common shares
(“Common Shares”) from treasury to the public from time to
time, at the Corporation’s discretion. Any Common Shares sold in
the ATM Program will be sold through the Toronto Stock Exchange
(the “TSX”), the NASDAQ Global Select Market (the
“NASDAQ”) or any other marketplace on which the Common
Shares are listed, quoted or otherwise traded, at the prevailing
market price at the time of sale.
The volume and timing of distributions under the ATM Program, if
any, will be determined in the Corporation’s sole discretion. The
ATM Program will be effective until the earlier of December 25,
2021 and the issuance and sale of all of the Common Shares issuable
pursuant to the ATM Program, unless terminated prior to such date
by the Corporation or the agents referred to below. Organigram
intends to use the net proceeds from the ATM Program, if any, to
fund capital projects, for general corporate purposes and to repay
indebtedness. As Common Shares distributed in the ATM Program will
be issued and sold at the prevailing market price at the time of
the sale, prices may vary among purchasers during the period of the
distribution.
Distributions of the Common Shares through the ATM Program will
be made pursuant to the terms of an equity distribution agreement
dated December 4, 2019 among the Corporation, BMO Nesbitt Burns
Inc., as Canadian agent, and BMO Capital Markets Corp., as U.S.
agent (collectively, the “agents”).
The offering under the ATM Program will be made pursuant to a
prospectus supplement dated December 4, 2019 (the “Prospectus
Supplement”) to the Corporation’s Canadian base shelf
prospectus (the “Shelf Prospectus”) dated November 22, 2019,
and pursuant to a prospectus supplement dated December 4, 2019 (the
“U.S. Prospectus Supplement”) to the Corporation’s U.S. base
prospectus (the “U.S. Base Prospectus”) dated November 22,
2019 and included in its registration statement on Form F-10, as
amended (the “Registration Statement”) (File No.
333-234564). The Registration Statement was declared effective by
the United States Securities and Exchange Commission (the
“SEC”) on November 27, 2019. The Prospectus Supplement and
the Shelf Prospectus are available on the SEDAR website maintained
by the Canadian Securities Administrators at www.sedar.com, and the
U.S. Prospectus Supplement, the U.S. Base Prospectus and the
Registration Statement are available on EDGAR at the SEC’s website
at www.sec.gov. Alternatively, the agents will send copies of the
Prospectus Supplement and the Shelf Prospectus, or the U.S.
Prospectus Supplement and the U.S. Base Prospectus, as applicable,
upon request by contacting in Canada:
BMO Capital Markets, Brampton Distribution
Centre C/O The Data Group of Companies, 9195 Torbram Road,
Brampton, Ontario, L6S 6H2, or by telephone at (905) 791-3151 Ext
4312, or by email at torbramwarehouse@datagroup.ca
or in the U.S.:
BMO Capital Markets Corp., Attention: Equity
Syndicate Department, 3 Times Square, New York, NY 10036, or by
telephone at (800) 414-3627, or by email at
bmoprospectus@bmo.com
This news release does not constitute an offer to sell or the
solicitation of an offer to buy the Common Shares, nor shall there
be any sale of these securities in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state or jurisdiction.
About Organigram Holdings Inc.:
Organigram Holdings Inc. is a NASDAQ and TSX listed company
whose wholly owned subsidiary, Organigram Inc., is a licensed
producer of cannabis and cannabis-derived products in Canada.
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 Corporation 's global footprint. Organigram has also developed
a portfolio of legal adult use recreational cannabis brands
including The Edison Cannabis Company, Ankr Organics and
Trailblazer. Organigram's primary facility is located in Moncton,
New Brunswick and the Corporation is regulated by the Cannabis Act
and the Cannabis Regulations (Canada).
Forward-looking Information
This news release contains “forward-looking information” and
“forward-looking statements” within the meaning of applicable
securities legislation (collectively, “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” and the negative
of these terms, and other similar terminology or expressions have
been used to identify the forward-looking information, which
includes, without limitation, the aggregate value of Common Shares
which may be issued pursuant to the ATM Program and the
Corporation’s expected use of the net proceeds of the ATM Program,
if any.
Forward-looking information involves known and unknown risks,
uncertainties and other factors that could cause actual events,
results, performance, prospects and opportunities to differ
materially from those expressed or implied by such forward-looking
information. Although the Corporation 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. For additional information with respect to
certain of these assumptions, risks or factors, and risk factors
relating to the Common Shares, reference should be made to the
Corporation’s Prospectus Supplement and the Shelf Prospectus, or
the U.S. Prospectus Supplement and the U.S. Base Prospectus, as
applicable, the Corporation’s annual information form for the year
ended August 31, 2019 and material change reports filed with the
Canadian Securities Administrators available at www.sedar.com, or
the Corporation’s annual report on Form 40-F and its reports on
Form 6-K filed with the SEC and available at www.sec.gov, and such
other continuous disclosure materials as may be filed from time to
time by the Corporation with Canadian securities regulatory
authorities and the SEC. The forward-looking information included
in this news release is provided as of the date of this news
release and the Corporation 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. We seek safe harbor.
For more information about Organigram please visit
www.Organigram.ca
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version on businesswire.com: https://www.businesswire.com/news/home/20191204005526/en/
Investor Relations Enquiries: Amy Schwalm Vice President,
Investor Relations (416) 704-9057 Amy.Schwalm@organigram.ca
Media Enquiries: Ray Gracewood Senior Vice President,
Marketing and Communications (506) 645-1653
ray.gracewood@organigram.ca
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