Organigram Enters U.S. Through Acquisition of Collective Project Beverages
Acquisition Marks Commercial Market Entry in the Fast-Growing Hemp-Derived THC Beverage Category in the
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“The acquisition of
“We are pleased to be working with
Strategic Rationale
“In an environment where consumers are shifting away from alcohol, brands that deliver on an enjoyable experience without the negative effects of alcohol will be poised to win in this alternative beverage category that is growing at a rapid rate in the U.S.,” said
The following points highlight the strategic rationale for the acquisition:
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Organigram immediately gains a footprint in theU.S. The hemp-derived THC beverage market is currently experiencing significant growth as companies expand their beverages into mass retail. ManyU.S. alcohol chains such as Specs, Total Wines and Top Ten Liquors have already embraced the hemp-derived THC beverage category and there is speculation that major convenience and big box retail are considering pilot testing the products.Collective Project is already listed at Top Ten Liquors inMinnesota and Total Wines inNorth Carolina ,South Carolina andIndiana . -
Fast tracks Organigram’s entry into the beverages category. In
Canada , cannabis beverages are believed to have above-average growth opportunities if there are changes to the currently restrictive cannabis dispensary distribution channel.Organigram believes that, among all adult-use cannabis categories inCanada , beverages are most likely to become eligible in the future for on-premise consumption and expanded distribution beyond the current retail-only framework. In theU.S. , hemp-derived THC beverages are widely available in traditional retail venues in certain states. This segment is experiencing rapid growth and, according to Euromonitor, is already generating over$1 billion in retail sales, with projections reaching$4 billion by 20281. -
Leverages the strength of the Collective Arts brand in the
U.S. Collective Project will continue to benefit from the consumer awareness and brand loyalty of Collective Arts, a beloved and top three craft beer brand inCanada , and top three craft import brand in theU.S. Collective Arts is currently active inFlorida, New York ,Minnesota ,Pennsylvania ,Virginia andPuerto Rico . Also,Collective Project will benefit from deep artist community roots in the U.S. market. -
Organigram will have the opportunity to leverage the relationships and infrastructure that Collective Arts has built in theU.S. to fast-track the launch of our own portfolio of hemp derived THC beverages. -
Organigram can start consolidatingU.S. revenue. Unlike state-regulated cannabis at the federal level, hemp is regulated under the 2018 Farm Bill and is federally legal. Some states, likeMinnesota andFlorida , have embraced hemp-derived THC products for beverages and edibles, creating near market opportunities.Organigram believes that enough states are currently active in hemp-derived THC beverages to allow it to establish a material U.S. market position over time. -
Highly complementary product portfolio. Fills the last major category gap in the
Organigram portfolio whereOrganigram will immediately capture 5.6% of the beverage category inCanada with strong upside potential due to portfolio and distribution expansion and the opportunity forOrganigram to bring its proprietary FAST™ nano emulsion technology to beverage products. -
Ability to leverage Canadian sales team and sales agent to deliver distribution gains across
Canada . Opportunity for geographic expansion beyondOntario and CPL’s current provincial footprint, as well as to significantly improve distribution within existing markets by securing listings with major retailers that do not yet carry the brand.
Product Availability
Collective Project Product Portfolio:
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Blood Orange Vanilla Yuzu (
Canada andU.S. ) -
Raspberry Vanilla (
Canada and soon in theU.S. ) -
Mango Coconut Pineapple (
Canada andU.S. ) -
Cherry Vanilla (Canada ) -
White Peach Cardamom (
Canada ) -
Mango Peach Yuzu (
Canada ) -
Blueberry Elderberry White Tea (
Canada )
In addition to
Fetch Product Line:
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Classic Cola Zero (Available in
Canada ) -
Cream Soda (Available in
Canada ) -
Lemon-Lime Zero (Available in
Canada ) -
Classic Cola (Available soon in
Canada ) -
Cream Soda Zero (Available soon in
Canada ) -
Lemon-Lime (Available soon in
Canada )
In the
Transaction Details
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Organigram has acquired all the issued and outstanding shares of CPL, on a debt free basis, forC$6.2 million cash of whichC$6.0 million is attributable to the beverage business (“Original Consideration”) andC$0.2 million attributable to all other cannabis categories that CPL is engaged in (vapes and edibles). - Milestone and earnout payments thereafter (collectively “Contingent Consideration”), if applicable, are subject to performance in the beverage category only.
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Milestone payments of
C$2.0 million each in cash are payable if CPL achieves “cumulative depleted wholesale sales2” of at least US$500,000 from inception toJune 30, 2025 (“Milestone 1”) and “cumulative depleted wholesale sales2” of at least US$1 million from inception toSeptember 30, 2025 (“Milestone 2”) in each case from itsU.S. hemp-derived beverage business. -
The first eligible earnout payment (“First Earnout”), if applicable, shall be paid by calendar 2025 year-end, based on 2.5 times trailing twelve months net revenue to
September 30, 2025 , less any consideration paid to date including the Original Consideration, Milestone 1 (if applicable) and Milestone 2 (if applicable). The First Earnout, if applicable, is expected to be paid 50% in cash and 50% inOrganigram share consideration priced at the five-day TSX VWAP the day prior to settlement. -
The second eligible earnout payment (“Second Earnout”), if applicable, shall be paid by calendar 2026 year-end, based on 2.5 times trailing twelve months net revenue to
September 30, 2026 , less any consideration paid to date including the Original Consideration, Milestone 1 (if applicable), Milestone 2 (if applicable) and the First Earnout (if applicable). The Second Earnout, if applicable, is expected to be paid 50% in cash and 50% inOrganigram share consideration priced at the five-day TSX VWAP the day prior to settlement. -
Contingent Consideration for the beverage business in all cases shall be capped at
C$24 million . -
While the Original Consideration of
C$6.2 million will not be taken from the Jupiter strategic investment pool as CPL is currently substantially a Canadian business, some of the future milestone or earn-out payments, if any, may be eligible for drawdowns from the Jupiter strategic investment pool.
Websites and Social Media:
To learn more, please visit:
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Canadian and
U.S. websites: www.collectiveproject.ca or www.collectiveproject.com respectively. - Instagram account: https://www.instagram.com/collectiveprojectusa/
About
Forward-Looking Information
This news release 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. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results, events, performance or achievements of
1 https://www.euromonitor.com/article/fizz-with-a-buzz-the-rise-of-cannabis-drinks-in-the-us
2 Cumulative depleted wholesale sales refers to the total value of product sold through from distributors to retailers, measured from the inception of such sales to the applicable milestone date.
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