ORGANIGRAM GLOBAL INC.
For the period ended Feb 18, 2026. Filed Sep 1, 2026.
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Feb 18, 2026 · Filed Sep 1, 2026
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EX-99.1 · Approval Process
Approval Process
As management became more familiar with the Sanity business and its actual and expected performance, it assessed the opportunity to integrate operations sooner by fixing the performance based earnout construct to ensure the businesses were working together in a coordinated fashion toward combined objectives. Management began discussing the opportunity to amend the Sanity purchase agreement with the Company's Investment Committee and Board of Directors (the "Board") in May 2026. The Investment Committee oversaw the negotiation of the Amended Purchase Agreement and recommended approval to the Board.
Throughout the Company's consideration of the Amended Purchase Agreement, Simon Ashton and Craig Harris, BAT's (a former shareholder of Sanity) nominees to the Company's Board and members of the Investment Committee, declared their respective interests in the Amended Purchase Agreement and abstained from all voting in connection therewith. In addition, at the meeting of the Board to consider and approve the Amended Purchase Agreement, Simon Ashton, Craig Harris and Karina Gehring (also a BAT nominee) declared their respective interests in the Amended Purchase Agreement and abstained from all voting in connection therewith, and Max Narr, being Sanity' nominee to the Board, declared his interest and recused himself from the meeting. In addition, at the meetings of the Board or the Investment Committee at which matters relating to the Company's negotiations with the former shareholders of Sanity were considered, the Board and Investment Committee members held a separate session, excluding Simon Ashton, Craig Harris, Karina Gehring and Max Narr, as applicable, to discuss such matters.
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