ORGANIGRAM GLOBAL INC.
For the period ended Mar 3, 2026. Filed Mar 3, 2026.
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Mar 3, 2026 · Filed Mar 3, 2026
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Contents
EX-99.1 · Forward-Looking Information
Forward-Looking Information
This report 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 the Company to differ materially from current expectations or future results, performance or achievements expressed or implied by the forward-looking information contained in this report. Specifically, statements regarding the expected closing of the Transaction, the sources of funds to finance the Transaction, the terms of the Private Placement Financing, the expected benefits of the Transaction and the future business prospects of the Company are forward-looking statements.
In making statements about Sanity’s financial performance, the Company has made assumptions that are based on presumed growth rates in Germany, Sanity continuing to hold one of the top market share positions, continued availability of flower supply from Canadian and other international cultivators, and market conditions, pricing and margins not deteriorating beyond the already forecasted reduction in gross margins. 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.
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, including, but not limited to, that shareholders will vote to approve the Transaction and the Private Placement
Financing, and that the conditions to closing the Transaction, the Private Placement Financing and the ATB Credit Facilities will be satisfied within a reasonable period of time or at all. 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 one or more of the Transaction, the Private Placement Financing and/or the ATB Credit Facilities does not close or close within the expected timeline. There is a risk that some or all the expected benefits of the Transaction 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 not receiving approval for the Transaction and Private Placement Financing from the shareholders, not receiving any of the regulatory approvals (including approval from the TSX and foreign direct investment clearance from the German Ministry of Economics and Energy) required to close the Transaction and Private Placement Financing, the timing and outcome of any such regulatory review negatively impacting the Transaction, that all conditions to the closing of the Share Purchase Agreement will not be satisfied, that the Transaction will not be completed on the terms set forth in the Share Purchase Agreement, that the Transaction will not close, inherent uncertainty associated with the financial and other projections (including projections relating to revenue, EBITDA, valuation and earnout calculations) as well as market and regulatory changes arising that reduce or eliminate the benefits of the Transaction; the 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 not being possible; availability of required flower supply; the risk that Sanity may not achieve the financial performance thresholds required for the payment of some or all of the Earnout Cash Consideration and Earnout Share 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 report 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 report are made as of the date of this report and the Company disclaims any intention or obligation, except to the extent required report, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.
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