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*OrganiGram Holdings Inc. 
Listed Company 

ORGANIGRAM HOLDINGS INC. ("OGI"), ("OGI.DB")
BULLETIN TYPE: Prospectus-Debenture Offering, New Listing-Debentures
BULLETIN DATE: January 30, 2018
TSX Venture Tier 2 Company

Effective January 24, 2018, the Company's Prospectus dated January 24, 2018 was filed with and accepted by TSX Venture Exchange, and filed with and receipted by the New Brunswick, Ontario, British Columbia, Alberta, Saskatchewan, Manitoba, Nova Scotia, Prince Edward Island and Newfoundland and Labrador Securities Commission, pursuant to the provisions of the New Brunswick, Ontario, British Columbia, Alberta, Saskatchewan, Manitoba, Nova Scotia, Prince Edward Island and Newfoundland and Labrador Securities Act.

TSX Venture Exchange has been advised that closing is scheduled to occur on January 31, 2018, for gross proceeds of $115,000,000 (including $15,000,000 from the full exercise of the over-allotment option).

Underwriters: Eight Capital, Canaccord Genuity Corp., GMP Securities L.P., and Mackie Research Capital Corporation.

Offering: 115,000 6.00% convertible unsecured debentures (each a "Debenture")

Offering Price $1,000 per Debenture

Underwriters' Fee: The Underwriters shall receive a 6% cash commission of gross proceeds raised under the offering but excluding any gross proceeds raised from sales to "president's list" purchasers on which the Underwriters will receive a 3% cash commission of the gross proceeds raised therefrom.

For further information, refer to the Company's Short Form Prospectus dated January 24, 2018 filed on SEDAR.

New Listing-Debentures

The Exchange has accepted listing of a total of $115,000,000 aggregate principal amount of 6.0% Debentures maturing on January 31, 2020 which are being issued via short form prospectus. The Debentures will be listed and admitted to trading on the TSX Venture Exchange under the trading information set out below.

Commencement date: At the opening on Wednesday, January 31, 2018, the Debentures will commence trading on TSX Venture Exchange.
Corporate Jurisdiction: Canada

Capitalization: 115,000 Debentures of $115,000,000 face value shall be issued and outstanding.

Transfer Agent: TSX Trust Company
Stock Symbol: OGI.DB
CUSIP: 68620PAA9
Trading Currency: CDN

The Debentures will be quoted and traded on an accrued interest basis, i.e. all bids, offers and trades of the Debentures will reflect only the capital portion of the Debentures and will not reflect accrued interest. Accrued interest must be reflected in the seller's and buyer's settlement amount, and must be reflected on the confirmation with clients

The Debentures, which are issuable in the minimum principal amount of $1,000 each, will be quoted based on $100 principal amounts with all trades being made in multiples of $1,000. For example, an order to buy $5,000 principal amount will be given as an order to buy 5,000. An order to sell $20,000 principal amount will be shown as an order to sell 20,000. An order for 1,500, for example, is not acceptable since all trades must be made in multiples of $1,000. The minimum trading unit of Debentures is $1,000 and a board lot of Debentures is $1,000.

The following is a summary of some of the principal provisions of the Debentures:

Aggregate Principal
Amount: $115,000,000

Maturity Date: January 31, 2020

Interest: The Debentures bear interest at an annual rate of 6.00%, payable semi-annually in arrears on June 30 and December 31 in each year, commencing on June 30, 2018. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Interest Start Date: January 31, 2018

First Interest Payment: June 30, 2018 (for interest accrued from and including January 31, 2018 to, but excluding, June 30, 2018)

Conversion: Each Debenture will be convertible into common shares of the Company, at the option of the holder thereof, at any time prior to the close of business on the earlier of: (a) the business day immediately preceding the Maturity Date; and (b) if subject to redemption in the event of a Change of Control (as defined in the prospectus), the business day immediately preceding the Payment Date (as defined below), at a conversion price of $5.42 per common share (the "Conversion Price"), being a conversion rate of approximately 184.5019 common shares for each $1,000 principal amount of Debentures, subject to adjustment in certain events and to Mandatory Conversion (as defined below) by the Company as provided in the Indenture (as defined below). Holders converting their Debentures will receive accrued and unpaid interest on such Debentures for the period from and including the last interest payment date prior to conversion (or the date of issue of the Debentures if there has not yet been an interest payment date) to and including the date of conversion.

Following the closing date, the Company may force the conversion of the aggregate principal amount of the then outstanding Debentures at the Conversion Price on not less than 30 days' prior notice should the daily volume weighted average trading price of the common shares on the TSX Venture Exchange be greater than $7.05 for any 10 consecutive trading days (the "Mandatory Conversion").

Redemption: The Debentures will not be redeemable except that they may be repurchased upon satisfaction of certain conditions in the event of a Change of Control as described in the debenture indenture dated January 31, 2018 (the "Indenture"). Upon the occurrence of a Change of Control, the Company will be required on such date to make an offer in writing to purchase all of the Debentures then outstanding and the holders of the Debentures will have the right to require the Company to repurchase their Debentures, in whole or in part, on the date that is 30 days following the consummation of the Change of Control (the "Payment Date") at a price equal to 104% of the principal amount of the Debentures then outstanding (the "Change of Control Purchase Price"), plus accrued and unpaid interest. If 90% or more of the aggregate principal amount of the Debentures outstanding on the date of the Change of Control offer have been tendered to the Company, the Company will have the right to redeem all of the remaining Debentures at the Change of Control Purchase Price.

Clearing and Settlement: The Debentures will clear and settle through CDS.

Board Lot: The Debentures will trade in a board lot size of $1,000 face value.

The Debentures will be issued under an indenture to be dated as of January 31, 2018 between the Company and TSX Trust Company.

For further information, refer to the Company's Short Form Prospectus dated January 24, 2018 filed on SEDAR.

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