ORGANIGRAM HOLDINGS INC. ("OGI")
[formerly Inform Exploration Corp. ("IX")]
BULLETIN TYPE: Reverse Takeover-Completed, Private Placement-Non-Brokered, Private Placement-Brokered, Name Change and Consolidation, Resume Trading
BULLETIN DATE: August 22, 2014
TSX Venture Tier 2 Company
TSX Venture Exchange Inc. has accepted for filing Inform Exploration Corp.'s (the "Company") (now OrganiGram Holdings Inc.) Reverse Takeover (the "RTO") and related transactions, all as principally described in its filing statement dated July 30, 2014 (the "Filing statement"). The RTO includes the following matters, all of which have been accepted by the Exchange.
1. Acquisition of all of the issued and outstanding shares of OrganiGram Inc. ("OrganiGram"):
The Company entered into a share exchange agreement dated as of June 13, 2014 with OrganiGram and the majority shareholders of OrganiGram pursuant to which the Company agreed to acquire all of the issued and outstanding common shares of OrganiGram in exchange for 34,500,000 post-consolidated common shares of the Company (see 'Name Change and Consolidation' below).
The Company paid a finder's fee of 325,000 common shares to Kendo Capital Inc. (Richard Smith)
OrganiGram's business involves the growing of marijuana indoors for the purposes of beginning the sale and distribution of finished product in accordance with the Marihuana for Medical Purposes Regulations (Canada) issued pursuant to the Controlled Drugs and Substances Act (Canada). OrganiGram began production in late March, 2014 and has begun the client registration process. OrganiGram has plants at various stages of growth and anticipates that it will be able to commence the sale and distribution of its products in Q3 of 2014.
The Exchange has been advised that the Company's acquisition of OrganiGram and the related transactions have received shareholder approval and have been completed. For additional information refer to the Filing Statement available under the Company's profile on SEDAR.
2. Private Placement-Non-Brokered:
TSX Venture Exchange Inc. has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 15, 2014:
Number of Shares: 3,805,277
Purchase Price: $0.85
Number of Placees: 34 placees
Insider / Pro Group Participation: Nil
Finder's Fee: Scarlet Crane Holdings AG (Ian Dawson) received a finder's fee of $19,800 and 23,294 compensation options, where each compensation is exercisable by the holder to acquire one common share at a price of $1.00 for a period of 12 months (each a "Compensation Option").
Egos Capital Corp (Yanira Penaloza) received a finder's fee of $36,000 and 42,352 Compensation Options.
TDV Media (Jeff Berwick) received a finder's fee of $8,460 and 9,952 Compensation Options.
3. Private Placements-Brokered:
TSX Venture Exchange Inc. has accepted for filing documentation with respect to a Brokered Private Placement announced May 15, 2014:
Number of Shares: 5,058,712
Purchase Price: $0.85
Number of Placees: 86 placees
Insider / Pro Group Participation: Nil
Agent's Fee: Jordan Capital Markets Inc. received a fee of $77,994.30 and 91,758 Compensation Options.
Jacob Securities Inc. received a fee of $150,000.01 and 150,000 Compensation Options.
4. Name Change and Consolidation:
In connection with the transactions, the Company will change its name from Inform Exploration Corp. to OrganiGram Holdings Inc. Pursuant to a special resolution passed by the board of directors on July 17, 2014, the Company has consolidated its capital on a 0.883604747 to one (1) basis.
Effective at the opening on Monday, August 25, 2014, the common shares of OrganiGram Holdings Inc. will commence trading on TSX Venture Exchange Inc. under the trading symbol OGI and the common shares of Inform Exploration Corp. will be delisted. OrganiGram Holdings Inc. is classified as an 'Industrial' company.
Capitalization: Unlimited shares with no par value of which
51,016,193 post-consolidation shares are issued and outstanding
Escrow: 18,970,714 post-consolidation shares are subject to a 36 month staged escrow release
Transfer Agent: Equity Financial Trust Company
Trading Symbol: OGI (new)
CUSIP Number: 68620P 10 1 (new)
5. Resume Trading:
Effective at the opening on Monday, August 25, 2014, trading in the shares of the Company will resume.
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