ORGANIGRAM HOLDINGS INC. $35,003,000 9,860,000 Common … · shares (the “Shares”) of OrganiGram Holdings Inc. (the “Company” or “OrganiGram”) at a price of $3.55 per

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short formprospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein onlyby persons permitted to sell such securities.

The securities offered hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S.Securities Act”), or the securities laws of any state of the United States of America, its territories, possessions or the District of Columbia (the“United States”), and may not be offered, sold or delivered, directly or indirectly, in the United States unless exemptions from the registrationrequirements of the U.S. Securities Act and any applicable state securities laws are available. This short form prospectus does not constitute anoffer to sell or a solicitation of an offer to buy any of these securities within the United States or to, or for the account or benefit of, any U.S.person (as defined in Regulation S under the U.S. Securities Act). See “Plan of Distribution”.

Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similarauthorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the secretaryof OrganiGram Holdings Inc. at 35A English Drive, Moncton, New Brunswick, E1E 3X3, telephone (506) 801-8986, and are also availableelectronically at www.sedar.com.

SHORT FORM PROSPECTUS

NEW ISSUE November 29, 2016

ORGANIGRAM HOLDINGS INC.

$35,003,000

9,860,000 Common Shares

This short form prospectus (the “Prospectus”) qualifies the distribution (the “Offering”) of 9,860,000 commonshares (the “Shares”) of OrganiGram Holdings Inc. (the “Company” or “OrganiGram”) at a price of $3.55 perShare (the “Offering Price”). The Shares are issued pursuant to an underwriting agreement dated November 21,2016 (the “Underwriting Agreement”), among the Company and Dundee Securities Ltd. (the “LeadUnderwriter”), as lead underwriter on behalf of a syndicate of underwriters, including GMP Securities L.P.,Mackie Research Capital Corporation, PI Financial Corp. and Cormark Securities Inc. (collectively, with the LeadUnderwriter, the “Underwriters”).

The Company’s common shares (the “Common Shares”) are traded on the TSX Venture Exchange (the “TSXV”)under the symbol “OGI” and on the OTCQB under the symbol “OGRMF”. On November 14, 2016, the last tradingday prior to the announcement of the Offering, the closing price of the Common Shares on the TSXV was $3.99. OnNovember 28, 2016, the last trading day before the date of this Prospectus, the closing price of the Common Shareson the TSXV was $3.24 per Common Share. The TSXV has conditionally approved the listing of the Shares to bedistributed under this Prospectus. Listing will be subject to the Company fulfilling all of the requirements of theTSXV.

Price: $3.55 per Share

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Price to thePublic(1)

Underwriters’Fee(2)

Net Proceeds tothe Company(3)

Per Share..................................................................... $3.55 $0.213 $3.337

Total............................................................................ $35,003,000 $2,025,097(4) $32,977,903(4)

______________(1) The Offering Price was determined by arm’s length negotiation between the Company and Lead Underwriter, on behalf of the Underwriters,

with reference to the prevailing market price of the Common Shares.(2) The Company has agreed to pay the Underwriters a cash fee (the “Underwriters’ Fee”) equal to 6% of the gross proceeds from the

Offering (including any gross proceeds raised on exercise of the Over-Allotment Option (as defined below)), but excluding any grossproceeds raised from sales to “president’s list” purchasers on which the Underwriters will receive a cash fee equal to 3% of the grossproceeds raised therefrom. See “Plan of Distribution”.

(3) After deducting the Underwriters’ Fee, but before deducting the expenses of the Offering (estimated to be approximately $200,000), whichwill be paid from the proceeds of the Offering.

(4) Assuming 705,000 Shares are sold under the president’s list.

The Underwriters have been granted an over-allotment option, exercisable, in whole or in part, at the sole discretionof the Underwriters, for a period of 30 days from and including the Closing Date, to purchase up to an additional1,479,000 Shares (the “Over-Allotment Shares”) at the Offering Price to cover the Underwriters’ over-allocationposition, if any, and for market stabilization purposes (the “Over-Allotment Option”). If the Over-AllotmentOption is exercised in full, the total “Price to the Public”, “Underwriters’ Fee” and “Net Proceeds to the Company”will be $40,253,450, $2,340,124 and $37,913,326, respectively. This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Over-Allotment Shares issuable upon exercise of the Over-AllotmentOption. A purchaser who acquires Over-Allotment Shares forming part of the Underwriters’ over-allocation positionacquires those Over-Allotment Shares under this Prospectus, regardless of whether the over-allocation position isultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See “Plan ofDistribution”.

The following table sets out information relating to the Over-Allotment Option:

Underwriters’ PositionMaximum Number of

Securities Exercise Period Exercise Price

Over-Allotment Option(1) 1,479,000 Over-Allotment SharesFor a period of 30 days from and

including the Closing Date$3.55 per Over-Allotment Share

______________(1) This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of all securities issuable thereunder. See “Plan of

Distribution”.

Unless the context otherwise requires, when used herein, all references to the “Offering” and “Shares” assumes theexercise of the Over-Allotment Option and includes the Over-Allotment Shares.

Investing in the Shares is speculative and involves significant risks. You should carefully review and evaluatethe risk factors contained in this Prospectus and in the documents incorporated by reference herein beforepurchasing the Shares. See “Forward-Looking Information” and “Risk Factors”.

The Underwriters, as principals, conditionally offer the Shares, subject to prior sale, if, as and when issued by theCompany and delivered to and accepted by the Underwriters in accordance with the conditions contained in theUnderwriting Agreement referred to under “Plan of Distribution” and subject to the approval of certain legal matterson behalf of the Company by Tripp | Business Law and on behalf of the Underwriters by Cassels Brock & BlackwellLLP.

Subscriptions for the Shares will be received subject to rejection or allotment, in whole or in part, and theUnderwriters reserve the right to close the subscription books at any time without notice. Closing of the Offering isexpected to take place on or about December 7, 2016, or such other date as may be agreed upon by the Companyand the Underwriters, but in any event not later than 42 days after the date of the receipt of the (final) short formprospectus (the “Closing Date”). In connection with the Offering, and subject to applicable laws, the Underwriters

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may over-allot or effect transactions that are intended to stabilize or maintain the market price of the CommonShares at levels other than that which might otherwise prevail in the open market. Such transactions, if commenced,may be discontinued at any time. See “Plan of Distribution”. The Underwriters may offer the Shares at a lowerprice than stated above.

It is anticipated that the Shares will be delivered under the book-based system through CDS Clearing and DepositoryServices Inc. (“CDS”) or its nominee and deposited in electronic form. A purchaser of Shares will receive only acustomer confirmation from the registered dealer from or through which the Shares are purchased and who is a CDSdepository service participant. CDS will record the CDS participants who hold Shares on behalf of owners who havepurchased Shares in accordance with the book-based system. No definitive certificates will be issued unlessspecifically requested or required. See “Plan of Distribution”.

The Company’s head office and registered office is located at 35A English Drive, Moncton, New Brunswick, E1E3X3.

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TABLE OF CONTENTS

GENERAL MATTERS.................................................................................................................................................1

FORWARD-LOOKING INFORMATION...................................................................................................................1

CAUTIONARY NOTE REGARDING NON-GAAP FINANCIAL MEASURES.......................................................2

DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................2

MARKETING MATERIALS .......................................................................................................................................4

DESCRIPTION OF THE BUSINESS...........................................................................................................................4

CONSOLIDATED CAPITALIZATION ......................................................................................................................7

USE OF PROCEEDS ....................................................................................................................................................8

PLAN OF DISTRIBUTION..........................................................................................................................................9

DESCRIPTION OF SECURITIES BEING DISTRIBUTED .....................................................................................11

PRIOR SALES ............................................................................................................................................................11

TRADING PRICE AND VOLUME ...........................................................................................................................13

ELIGIBILITY FOR INVESTMENT...........................................................................................................................13

RISK FACTORS .........................................................................................................................................................14

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION..........................................................................17

MATERIAL CONTRACTS........................................................................................................................................17

LEGAL MATTERS ....................................................................................................................................................17

AUDITOR, TRANSFER AGENT AND REGISTRAR..............................................................................................18

CERTIFICATE OF THE COMPANY ......................................................................................................................C-1

CERTIFICATE OF THE UNDERWRITERS...........................................................................................................C-2

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GENERAL MATTERS

Unless otherwise noted or the context indicates otherwise, the “Company”, “OrganiGram”, “we”, “us” and “our”refer to OrganiGram Holdings Inc. and its wholly-owned subsidiary OrganiGram Inc., and the term “marijuana”has the meaning given to the term “marihuana” in the Access to Cannabis for Medical Purposes Regulations(“ACMPR”).

An investor should rely only on the information contained or incorporated by reference in this Prospectus. TheCompany or the Underwriters have not authorized anyone to provide investors with additional or differentinformation. The Company and the Underwriters are not making an offer to sell or seeking offers to buy the Sharesin any jurisdiction where the offer or sale is not permitted. Prospective purchasers should assume that theinformation appearing or incorporated by reference in this Prospectus is accurate only as at the respective datesthereof, regardless of the time of delivery of the Prospectus or of any sale of the Shares. The Company’s business,financial condition, results of operations and prospects may have changed since that date.

All currency amounts in this Prospectus are stated in Canadian dollars, unless otherwise noted.

FORWARD-LOOKING INFORMATION

This Prospectus and the documents incorporated by reference herein contain certain “forward-looking information”and “forward-looking statements” (collectively, “forward-looking statements”) which are based upon theCompany’s current internal expectations, estimates, projections, assumptions and beliefs. Such statements can beidentified by the use of forward-looking terminology such as “expect,” “likely”, “may,” “will,” “should,” “intend,”or “anticipate”, “potential”, “proposed”, “estimate” and other similar words, including negative and grammaticalvariations thereof, or statements that certain events or conditions “may” or “will” happen, or by discussions ofstrategy. Forward-looking statements include estimates, plans, expectations, opinions, forecasts, projections, targets,guidance, or other statements that are not statements of fact. Such forward-looking statements are made as of thedate of this Prospectus, or in the case of documents incorporated by reference herein, as of the date of each suchdocument. Forward-looking statements in this Prospectus and the documents incorporated by reference hereininclude, but are not limited to, statements with respect to:

the completion of the Offering and the receipt of all regulatory and stock exchange approvals inconnection therewith;

the use of the net proceeds of the Offering; the performance of the Company’s business and operations; the intention to grow the business, operations and potential activities of the Company; the ongoing expansion of the Company’s facilities, its costs and receipt of approval from Health

Canada to complete such expansion and increase production and sale capacity; the expected growth in the number of patients using the Company’s medical marijuana; the expected growth in the number of patients using the Company’s cannabis oil extracts and

related products; the expected growth in the Company’s growing and cannabis oil extraction capacity; the number of grams of medical marijuana and the amount of cannabis oil extract related products

used by each patient; the methods used by the Company to deliver medical marijuana and cannabis oil extract related

products; the competitive conditions of the industry; the applicable laws, regulations and any amendments thereof; the competitive and business strategies of the Company; the grant and impact of any license or supplemental license to conduct activities with cannabis

and/or cannabis oil extracts or any amendments thereof; the anticipated future gross revenues and profit margins of the Company’s operations; and the anticipated changes to Canadian federal laws regarding recreational use and the business

impacts on the Company.

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In particular, this Prospectus contains forward-looking statements in connection with the anticipated Closing Date,anticipated TSXV approval and the anticipated use of the net proceeds of the Offering. Forward-looking statementscontained in certain documents incorporated by reference in this Prospectus are based on the key assumptionsdescribed in such documents. Certain of the forward-looking statements contained herein and incorporated byreference concerning the medical marijuana and cannabis oil extracts industry and the general expectations ofOrganiGram concerning the medical marijuana and cannabis oil extracts industry and the Company’s business andoperations are based on estimates prepared by OrganiGram using data from publicly available governmental sourcesas well as from market research and industry analysis and on assumptions based on data and knowledge of thisindustry which OrganiGram believes to be reasonable. However, although generally indicative of relative marketpositions, market shares and performance characteristics, such data is inherently imprecise. While OrganiGram isnot aware of any misstatement regarding any industry or government data presented herein, the medical marijuanaand cannabis oil extracts industry involves risks and uncertainties and is subject to change based on various factors.

Purchasers are cautioned that the above list of cautionary statements is not exhaustive. A number of factors couldcause actual events, performance or results to differ materially from what is projected in forward-looking statements.The purpose of forward-looking statements is to provide the reader with a description of management’sexpectations, and such forward-looking statements may not be appropriate for any other purpose. You should notplace undue reliance on forward-looking statements contained in this Prospectus or in any document incorporated byreference. Although the Company believes that the expectations reflected in such forward-looking statements arereasonable, it can give no assurance that such expectations will prove to have been correct. We undertake noobligation to update or revise any forward-looking statements, whether as a result of new information, future eventsor otherwise, except as required by applicable law. The forward-looking statements contained in this Prospectus andthe documents incorporated by reference herein are expressly qualified in their entirety by this cautionary statement.

CAUTIONARY NOTE REGARDING NON-GAAP FINANCIAL MEASURES

The Company uses certain non-GAAP performance measures such as EBITDA (excluding fair value adjustment toinventory and biological assets) in this Prospectus or in documents incorporated by reference herein, which are notmeasures calculated in accordance with IFRS and have limitations as analytical tools. This performance measure hasno meaning under IFRS and therefore amounts presented may not be comparable to similar data presented by othercompanies. The most direct comparable measure to EBITDA (excluding fair value adjustment to inventory andbiological assets) calculated in accordance with IFRS is net income (loss). The data is intended to provide additionalinformation and should not be considered in isolation or as a substitute for measures of performance such as netincome or other data prepared in accordance with IFRS.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents, each of which has been filed with the securities regulatory authorities in each province ofCanada, are specifically incorporated by reference and form an integral part of this Prospectus:

(a) the annual information form of the Company dated May 4, 2016 for the financial year endedAugust 31, 2015 (the “Annual Information Form”);

(b) the Company’s audited consolidated financial statements as at and for the financial year endedAugust 31, 2015, the six month period ended August 31, 2014 and the year ended February 28,2014, and related notes thereto, together with the independent auditors’ reports thereon;

(c) the management’s discussion and analysis for the financial year ended August 31, 2015;

(d) the Company’s unaudited condensed consolidated interim financial statements (except for thenotice of no auditor review) as at and for the three and nine months ended May 31, 2016 and May31, 2015, and related notes thereto (the “Interim Financial Statements”);

(e) the management’s discussion and analysis for the three and nine month ended May 31, 2016 (the“Interim MD&A”);

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(f) the management information circular of the Company dated November 11, 2016 in connectionwith the annual general meeting of shareholders of the Company to be held on December 13,2016;

(g) the material change report of the Company dated December 7, 2015 in respect of (i) the closing ofa private placement of 3,009,612 units at a price of $1.04 per unit and $2,600,000 aggregateprincipal amount of 6.75% convertible unsecured debentures due December 31, 2018, foraggregate proceeds of $5,729,999.68, and (ii) the announcement that sales would exceed$1,000,000 for the quarter ended November 30, 2015;

(h) the material change report of the Company dated March 22, 2016 in respect of the resignation ofMr. Roger A. Rogers as Chief Financial Officer of the Company and the appointment of Mr. PeterHanson as Interim Chief Financial Officer of the Company;

(i) the material change report of the Company dated May 19, 2016 in respect of the announcement ofa “bought deal” offering of 8,580,000 units at a price of $1.05 per unit for aggregate proceeds of$9,009,000 (the “June Offering”);

(j) the material change report of the Company dated June 28, 2016 in respect of the closing of theJune Offering;

(k) the material change report of the Company dated August 5, 2016 in respect of the announcementof a “bought deal” offering of 15,400,000 Common Shares at a price of $1.30 per Common Sharefor aggregate proceeds of $20,020,000 Offering (the “August Offering”);

(l) the material change report of the Company dated August 23, 2016 in respect of the closing of theAugust Offering;

(m) the material change report of the Company dated September 1, 2016 in respect of theannouncement of the entering into of a purchase and sale agreement to acquire the adjoining 10-acre property to its current facilities in Moncton for approximately $6.9 million in cash and othernon-cash consideration, including real property;

(n) the material change report of the Company dated November 23, 2016 in respect of theannouncement of the Offering; and

(o) the term sheet dated November 15, 2016 in connection with the Offering (the “MarketingMaterials”).

Any documents of the type referred to in paragraphs (a)-(o) above or similar material and any documents required tobe incorporated by reference herein pursuant to National Instrument 44-101 – Short Form Prospectus Distributions,including any annual information form, all material change reports (excluding confidential reports, if any), allannual and interim financial statements and management’s discussion and analysis relating thereto, or informationcircular or amendments thereto that the Company files with any securities commission or similar regulatoryauthority in Canada after the date of this Prospectus and prior to the termination of this Offering will be deemed tobe incorporated by reference in this Prospectus and will automatically update and supersede information containedor incorporated by reference in this Prospectus.

Any statement contained in this Prospectus or a document incorporated or deemed to be incorporated byreference herein shall be deemed to be modified or superseded for purposes of this Prospectus, to the extentthat a statement contained herein or in any other subsequently filed document that also is or is deemed to beincorporated by reference herein modifies, replaces or supersedes such statement. The modifying orsuperseding statement need not state that it has modified or superseded a prior statement or include anyother information set forth in the document that it modifies or supersedes. The making of a modifying orsuperseding statement shall not be deemed an admission for any purposes that the modified or superseded

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OrganiGram HoldingsInc.

(Canada)

OrganiGram Inc.(New Brunswick)

statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omissionto state a material fact that is required to be stated or that is necessary to make a statement not misleading inlight of the circumstances in which it was made. Any statement so modified or superseded shall not constitutea part of this Prospectus, except as so modified or superseded.

MARKETING MATERIALS

The Marketing Materials do not form part of this Prospectus to the extent that the contents of the MarketingMaterials have been modified or superseded by a statement contained in this Prospectus. Any template version of“marketing materials” (as defined in National Instrument 41-101 – General Prospectus Requirements) filed after thedate of this Prospectus and before the termination of the distribution under the Offering (including any amendmentsto, or an amended version of, the Marketing Materials) is deemed to be incorporated in this Prospectus.

DESCRIPTION OF THE BUSINESS

Corporate Structure

OrganiGram was incorporated under the Business Corporations Act (British Columbia) (the “BCBCA”) on July 5,2010 as Inform Resources Corp. and changed its name to Inform Exploration Corp. (“Inform”) on February 16,2011. On November 21, 2011, Inform completed its initial public offering and its common shares commencedtrading on the TSXV on November 24, 2011. At this time, Inform was engaged in the acquisition, exploration anddevelopment of natural resource properties. Inform has since ceased all resource exploration activity. In August2014, pursuant to a reverse takeover transaction in accordance with Policy 5.2 of the TSXV, Inform acquired all ofthe issued and outstanding shares of OrganiGram Inc. (the “RTO Transaction”). On or about the time of closingthe RTO Transaction, Inform changed its name to OrganiGram Holdings Inc. On April 6, 2016, OrganiGramHoldings Inc. was continued from the BCBCA to the Canada Business Corporations Act.

The Common Shares are listed under the symbol “OGI” on the TSXV and under the symbol “OGRMF” on theOTCQB.

The Company is licensed to produce and sell medical marijuana, including dried marijuana, cannabis oil and relatedproducts as a Licensed Producer (as such term is defined under the ACMPR) under the provisions of the ACMPR.The Company received its initial License (as defined herein) to operate as a Licensed Producer of medical marijuanaunder the Marihuana for Medical Purposes Regulations (the “MMPR”) in early March 2014, with such Licensehaving been subsequently renewed and currently existing under the ACMPR with a current term ending March 27,2017, subject to further renewal. For a further description of the License, see “Business of the Company”.

OrganiGram’s operations are based in Moncton, New Brunswick.

The Company’s head office and registered office is located at 35A English Drive, Moncton, New Brunswick, E1E3X3 and its corporate website is www.organigram.ca.

The following chart illustrates, as of the date hereof, the Company’s corporate structure.

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Business of the Company

The Company is licensed as a Licensed Producer of medical marijuana, including dried marijuana and cannabis oil,under the ACMPR. Pursuant to its License, the Company is permitted to possess, produce, sell, ship, deliver,transport and destroy dried marijuana, marijuana plants and seeds and cannabis oil in conformity with the ACMPRand, subject in all cases, to the restrictions imposed by its License, and made its first shipment of medical marijuanato registered patients in September 2014. As at the date hereof, the Company has one of 36 licenses to produce andsell medical marijuana and cannabis oil under the ACMPR, is one of only three organic licensed producers ofmedical marijuana and cannabis oil in Canada and is the only producer in Atlantic Canada. Moreover, managementbelieves that the Company benefits from a number of competitive advantages which will allow it to be strategicallypositioned for future potential developments in the industry.

The Company has entered into agreements with several organizations committed to helping first responders andveterans deal with chronic ailments. Under the terms of the agreements, each of the organizations will refer patientsto OrganiGram. The Company continues to pursue, as part of its business model, further strategic partnerships andopportunities with other suppliers and organizations and continues to actively evaluate such opportunities.

Since commencing operations at its main facility located in Moncton, New Brunswick, the Company has continuedto expand the main facility to create additional production capability. The Company has also strategically acquired abuilding adjacent to the main facility as well as the adjoining 10-acre property, which includes a 136,000 square footindustrial building, and anticipates acquiring further real estate to increase its growing capacity in the near future.The ongoing development of such additional facilities and the anticipated acquisition of further real estate isexpected to add additional capacity and permit the increased production of both medical marijuana and cannabis oiland related products. As of the date hereof, management of the Company anticipates that the ongoing expansionplans will allow the Company to produce upwards of approximately 17,235 kilograms per year of flower and willprovide sufficient space for further diversification into the cannabis oil extracts market, in each case, subject to therequisite approvals from applicable governmental authorities. See “Risk Factors”.

OrganiGram’s License currently allows the Company to, among other things, produce up to 1,500 kilograms ofdried marijuana and 500 kilograms of cannabis oil and to sell and distribute within Canada up to 1,200 kilograms ofdried marijuana and 500 kilograms of cannabis oil per year (the “License”). The License has a current term thatbegan on March 27, 2016 and ends on March 27, 2017, and is subject to renewal. The Company anticipates thatHealth Canada will renew and provide an extension of the License at the end of its current term but there can be noassurance or guarantee that Health Canada will extend or renew the License or, if extended or renewed, that theLicense will be extended or renewed on the same or similar terms. See “Risk Factors – Reliance on LicenseRenewal”.

Medical marijuana and cannabis oil produced by OrganiGram is processed for sale to other Licensed Producers, andthe Company may sell medical marijuana and cannabis oil to patients who have obtained a valid prescription from adoctor or authorized health care professional. In addition, OrganiGram has a license to sell medical marijuana andcannabis oil to other Licensed Producers on a wholesale basis.

Products and Distribution

Medical marijuana can be ingested in a variety of ways, including smoking, vaporizing, consumption in the form ofoil, or edibles. Unlike the pharmaceutical options, individual elements within medical marijuana have not beenisolated, concentrated and synthetically manipulated to deliver a specific therapeutic effect. Instead medicalmarijuana addresses ailments holistically through the synergistic action of naturally occurring phytochemicals.

Sativa and Indica are the two main types of cannabis plants, and hybrids can be created when the genetics of each ofthe two plants are crossed. Within these different types of cannabis plants there are many different varieties. Withineach variety of medical cannabis there are many different cannabinoids, with the most common being THC, thepsychoactive ingredient, and cannabidiol, which is responsible for many of the non-psychoactive effects frommedical marijuana. The Company has access to many strain varieties and will continue to establish a variety ofstrains to best suit patient needs.

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Medical marijuana and cannabis oil patients order from the Company primarily through the Company’s online storeor through the phone. Medical marijuana and cannabis oil is and will continue to be delivered by secured courier orother methods permitted by the ACMPR. The Company’s prices vary based on grow time, strain yield and marketprices. The Company may from time to time offer volume discount or promotional pricing.

The Company is also authorized for wholesale shipping of medical marijuana plant cuttings and dried bud to otherLicensed Producers. The Company has already completed sales through its wholesale strategy and based on currentcosts, management expects the wholesale shipment strategy to continue. This sales channel requires minimal selling,general and administrative costs over and above the cost to produce plant cuttings and dried bud.

Recent Developments

On November 23, 2016, the Company announced it had entered into an agreement with a company which owns andmanages all the intellectual property rights associated with the television series Trailer Park Boys (“TPB”), andwhich is indirectly controlled by the main actors of TPB. Pursuant to the agreement, which has an initial term of fiveyears, the Company will be the exclusive Canadian cannabis producer, business partner and brand developer forTPB. The agreement encompasses an exclusive product and branding partnership targeted towards the anticipatedlegalization of recreational marijuana in Canada and consumers in that potential market in exchange forconsideration that includes a combination of cash in the form of a licensing fee, cash royalties and other non-monetary consideration. See “Risk Factors – Governmental Regulation”.

On November 22, 2016, Veterans Affairs Canada announced a new reimbursement policy on cannabis for medicalpurposes which will decrease the limit for reimbursement to veterans from 10 grams per day of dried or freshmarijuana, or the equivalent in cannabis oil, down to three grams per day. The new policy will also establish a rateof up to $8.50 per gram that licensed producers can charge veterans with a view to ensuring that what veterans arecharged, and what Veterans Affairs Canada reimburses, is what Veterans Affairs Canada considers a fair marketvalue price. See “Risk Factors – Governmental Regulation”.

On November 16, 2016, the Company announced a preliminary unaudited financial update which included thehighlights as follows: (i) EBITDA (excluding fair value adjustments to inventory and biological assets) for themonth of August 2016 of approximately $274,000, (ii) cash flow from operations for the month of August 2016 ofapproximately $263,000, (iii) over $1 million in net sales for the month of October 2016, (iv) approximately $2.9million in proceeds from the exercise of common share purchase warrants since June 1, 2016, (v) the repayment infull of the Company’s outstanding 9.0% convertible unsecured debentures in the aggregate principal amount of $1.0million, and (vi) the conversion in full of the Company’s outstanding 6.75% convertible unsecured debentures in theaggregate principal amount of $2.9 million, for Common Shares. See “Cautionary Note Regarding Non-GAAPFinancial Measures” and “Prior Sales”.

On November 16, 2016, the Company also announced that construction had commenced on the Company’spreviously announced fully funded expansion at its main facility which is expected to be completed and operationalin the fall of 2017. The expansion plan provides for a significant increase in the Company’s cannabis productioncapabilities, and is designed to increase total production capacity to approximately 17,235 kilograms per year offlower. Additionally, the Company announced that it is in the final design stage of its on-site 15,000 square footcannabis extracts and derivatives processing facility which is being designed to maximize plant production (flower,sweet leaf, and fan leaf) for processing into cannabis extracts.

On October 12, 2016, the Company provided an update with respect to its arrangement with TGS International LLC(“TGS”). Pursuant to the exclusive product development and distribution agreement (the “TGS Agreement”)entered into between the Company and TGS on September 1, 2016, the Company issued 437,957 Common Sharesto TGS which will be released in accordance with scheduled and operational milestones. See “Prior Sales”. TheTGS Agreement provides for the provision by TGS of consulting services related to the development and operationof a commercial scale cannabis extracts production and processing facility, as well as exclusive licensing in Canadaof over 225 unique cannabis products.

On October 11, 2016, the Company completed its acquisition of an adjoining 10-acre property to its facilities inMoncton, which includes a 136,000 square foot building, for approximately $6.9 million in cash and other non-cash

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consideration, including real property. The Company believes that the acquisition of this property will facilitate itsphased expansion initiatives related to cannabis production and extracts processing and its board of directors hasapproved the initial buildout of approximately 70,000 square feet which the Company anticipates will bring itsannual production capacity to approximately 16,000 kilograms of flower, and approximately 6,400 kilograms of fanand sweet leaf. The planned expansion also includes a 20,000 square foot commercial scale oils and extractsmanufacturing facility that will be engineered and designed in collaboration with TGS. This phase of the Company’sfully funded expansion will commence immediately and is expected to be completed and operational by the fall of2017.

On October 7, 2016, the Company announced the re-appointment of XIB Consulting Inc. (“XIB”) for an additionalterm of up to 12 months, pursuant to which XIB will continue to provide consulting services and assist the Companywith corporate development initiatives, including acquisitions, strategic networking and market awareness. Pursuantto the original agreement between the Company and XIB, it was contemplated that 106,430 Common Shares wouldbe issued to XIB in satisfaction of transaction success fees payable to XIB. Following a review of the proposedissuance by the TSXV, the Company received approval for the issuance of a total of 70,161 Common Shares to XIBin full satisfaction of the transaction success fees payable to XIB. See “Prior Sales”.

On September 22, 2016, the Company announced that it had successfully received an amendment to its Licensefrom Health Canada, increasing its licensed sales capacity of dried marijuana to 1,200 kilograms per annum and itslicensed production and sales capacity of cannabis oils to 500 kilograms per annum. The amended License wasgranted effective September 16, 2016.

On September 2, 2016, the Company announced the grant of an aggregate of 835,600 incentive stock options tovarious directors and officers of the Company at an exercise price of $1.42 per Common Share, such options to vestover a three-year period and expiring 10 years from the date of grant. See “Prior Sales”. The Company’s 10%rolling stock option plan was last approved by the Company’s shareholders at the annual general meeting held onDecember 21, 2015. See “Risk Factors – Risk Factors Related to Dilution”.

On August 24, 2016, in response to the Federal Court of Canada’s decision in Allard et al v. Canada (the “AllardCase”), Health Canada announced the introduction and implementation of the ACMPR, which replaces the MMPRas the governing regulations in respect of the production, sale and distribution of medical marijuana and cannabis oilin Canada. The Federal Court of Canada in the Allard Case found that requiring individuals to purchase theirmedical marijuana solely from Licensed Producers violated liberty and security rights protected by section 7 of theCanadian Charter of Rights and Freedoms and that individuals who require marijuana for medical purposes did nothave “reasonable access” and, as a result, should have the right to grow their own medical marijuana. The ACMPR,among other things, effectively combines into one set of regulations the previous regulations and requirements underthe MMPR and the previous Controlled Drugs and Substances Act section 56 exemptions framework which appliedto cannabis oil. There are no material differences to the licensing renewal process or reporting requirements imposedon licensed producers under the ACMPR from those previously imposed under the MMPR. The ACMPR also setsout the framework and process patients are required to adhere to in order to obtain authorization from Health Canadato grow medical marijuana and to obtain the appropriate registrations in order to acquire plants or seeds fromLicensed Producers for such purposes. See “Risk Factors – Implementation of the ACMPR”.

On August 23, 2016, the Company announced the closing of the August Offering for aggregate gross proceeds of$23,023,000.

CONSOLIDATED CAPITALIZATION

Other than the completion of the June Offering and August Offering, there have been no material changes in theconsolidated share and loan capital of the Company since May 31, 2016, the date of the Company’s most recentunaudited interim financial statements. As at the date hereof, the Company has 89,274,889 Common Shares issuedand outstanding. Upon completion of the Offering, there will be an aggregate of 99,134,889 Common Shares issuedand outstanding (100,613,889 Common Shares outstanding if the Over-Allotment Option is exercised in full).

The above should be reviewed in conjunction with the Interim Financial Statements and Interim MD&A of theCompany.

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USE OF PROCEEDS

Proceeds

The net proceeds to the Company from the Offering are estimated to be $32,977,903, after deducting the payment ofthe Underwriters’ Fee of $2,025,097, but before deducting the expenses of the Offering (estimated to beapproximately $200,000). If the Over-Allotment Option is exercised in full, the net proceeds to the Company fromthe Offering are estimated to be $37,913,326, after deducting the Underwriters’ Fee of $2,340,124, but beforededucting the expenses of the Offering (estimated to be approximately $200,000).

Principal Purposes

The Company intends to apply approximately 60% of the net proceeds from the Offering towards the build out andconstruction of an extension to its existing facility located at 35 English Drive in Moncton (the “35 English DriveExpansion”). The Company anticipates that the 35 English Drive Expansion will add 32,000 square feet ofadditional grow room area and significantly increase the Company’s cannabis production capacity to between12,000 and 14,000 kilograms of flower per year. This portion of the net proceeds of the Offering will also enable theCompany to continue with its current expansion and to supplement its planned 15,000 square foot cannabis extractsand derivatives facility which is being designed to maximize utilization of plant production and cannabis oilextraction in anticipation of the expected growth in demand for cannabis oil extracts and related products.

The total capital expenditures associated with the 35 English Drive Expansion are estimated to be $20 million, with$14 million of this amount anticipated to be allocated for all mechanical, safety and electrical systems, and theconstruction of a new structure, including any consequential building costs to have this structure certified for use byHealth Canada. The remaining $6 million of this amount is anticipated to be used to complete the desiredimprovements to the draft design of a new structure proposed to be constructed in order to connect the facilitylocated at 35 English Drive to the recently acquired facility located at 320 Edinburgh Drive in Moncton and theexpansion plans currently underway at that location (the “320 Edinburgh Drive Expansion”), as well as for anyconsequential building costs to have this connecting structure certified for use by Health Canada.

By utilizing the net proceeds of the Offering for the expansion purposes described above, management of theCompany believes it will be well positioned to respond to anticipated consumer demand in the event that legislativechanges result in the legalization of recreational marijuana, cannabis oil extracts and related products.

The Company anticipates that approximately $2 million to $4 million will be required for working capital over thenext 18 months. The Company intends to apply the remainder of the net proceeds of the Offering, beingapproximately $10 million to $12 million, over the next 12 months to future expansion possibilities and to generalcorporate purposes, including (i) the associated costs of compliance with Health Canada and other regulatoryrequirements, (ii) the costs associated with continued client acquisition, (iii) the costs that may arise as a result ofchanges to the legal and regulatory framework governing the marijuana industry, and (iv) anticipated costsassociated with the distribution and development of a retail network in the event recreational use of marijuana islegalized. See “Risk Factors – Government Regulation”.

Until applied, the net proceeds will be held as cash balances in the Company’s bank account or invested incertificates of deposit and other instruments issued by banks or obligations of or guaranteed by the government ofCanada or any province thereof.

The proceeds from the August Offering have been allocated and are still in the process of being expended. Thefunds that have been spent as of the date hereof have been applied to the commencement of the previously disclosed320 Edinburgh Drive Expansion.

During the fiscal year ended August 31, 2015 and the nine-month period ended May 31, 2016, the Company hadnegative cash flow from operating activities. The Company’s cash and cash equivalents as at August 31, 2015 wasapproximately $1.4 million, and as at May 31, 2016 was approximately $1.9 million. Although the Company hasrecently attained cash flow positive status and anticipates it will have positive cash flow from operating activities in

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future periods, the Company cannot guarantee it will continue to have a cash flow positive status in the future due toits desire to increase the number of employees and its level of preparedness for the anticipated legalization ofrecreational marijuana in Canada. See “Risk Factors – Government Regulation”. To the extent that the Company hasnegative cash flow in any future period, certain of the proceeds from the Offering may be used to fund such negativecash flow from operating activities. See “Risk Factors – Negative Cash Flow from Operations”.

The above-noted allocation represents the Company’s intention with respect to its use of proceeds based on currentknowledge, planning and expectations of management of the Company. Actual expenditures may differ from theestimates set forth above. There may be circumstances where, for sound business reasons, the Company reallocatesthe use of proceeds. See “Risk Factors – Use of Proceeds”.

If the Over-Allotment Option is exercised in full, the Company will receive additional net proceeds of $4,935,423after deducting the Underwriters’ Fee. The net proceeds from the exercise of the Over-Allotment Option, if any, isexpected to be added to general working capital.

PLAN OF DISTRIBUTION

Pursuant to the Underwriting Agreement, the Company has agreed to sell and the Underwriters have severally (andnot jointly or jointly and severally) agreed to purchase, as principals, on the Closing Date, 9,860,000 Shares at theOffering Price, for aggregate gross consideration of $35,003,000, payable in cash to the Company against deliveryof the Shares. The Offering Price was determined by arm’s length negotiation between the Company and LeadUnderwriter, on behalf of the Underwriters, with reference to the prevailing market price of the Common Shares.The obligations of the Underwriters under the Underwriting Agreement are several (and not joint or joint andseveral), are subject to certain closing conditions and may be terminated at their discretion on the basis of “disasterout”, “material change out” and “breach out” provisions in the Underwriting Agreement and may also be terminatedupon the occurrence of certain other stated events. The Underwriters are, however, obligated to take up and pay forall of the Shares if any Shares are purchased under the Underwriting Agreement.

The Company has granted to the Underwriters an Over-Allotment Option, exercisable, in whole or in part, at thesole discretion of the Underwriters, for a period of 30 days from and including the Closing Date, to purchase up toan additional 1,479,000 Over-Allotment Shares at the Offering Price to cover the Underwriters’ over-allocationposition, if any, and for market stabilization purposes. This Prospectus qualifies the grant of the Over-AllotmentOption and the distribution of the Over-Allotment Shares issuable upon exercise of the Over-Allotment Option. Apurchaser who acquires Over-Allotment Shares forming part of the Underwriters’ over-allocation position acquiresthose Over-Allotment Shares under this Prospectus, regardless of whether the over-allocation position is ultimatelyfilled through the exercise of the Over-Allotment Option or secondary market purchases.

In consideration for the services provided by the Underwriters in connection with the Offering, and pursuant to theterms of the Underwriting Agreement, the Company has agreed to pay the Underwriters the Underwriters’ Fee equalto 6% of the gross proceeds from the Offering (including any gross proceeds raised on exercise of the Over-Allotment Option), but excluding any gross proceeds raised from sales to “president’s list” purchasers on which theUnderwriters will receive a cash fee equal to 3% of the gross proceeds raised therefrom.

The Offering is being made in each of the provinces of Canada, excluding the province of Québec. The Shares willbe offered in each of the relevant provinces of Canada through those Underwriters or their affiliates who areregistered to offer the Shares for sale in such provinces and such other registered dealers as may be designated bythe Underwriters. Subject to applicable law, the Underwriters may offer the Shares in such other jurisdictionsoutside of Canada and the United States as agreed between the Company and Underwriters.

The TSXV has conditionally approved the listing of the Shares to be distributed under this Prospectus on the TSXV.Listing will be subject to the Company fulfilling all of the requirements of the TSXV.

The Underwriters propose to offer the Shares initially at the Offering Price. After the Underwriters havemade a reasonable effort to sell all of the Shares at the Offering Price, the Offering Price may be decreasedand may be further changed from time to time to an amount not greater than the Offering Price, and the

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compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid bypurchasers for the Shares is less than the gross proceeds paid by the Underwriters to the Company.

Pursuant to the Underwriting Agreement, the Company has agreed not to, directly or indirectly, issue or sell or agreeto issue or sell, any additional debt or securities (including those that are convertible into or exchangeable intosecurities of the Company) for a period of 90 days from the Closing Date without the prior written consent of theLead Underwriter, on behalf of the Underwriters, such consent not to be unreasonably withheld or delayed, otherthan pursuant to (i) the Offering, (ii) the exchange, transfer, conversion or exercise rights of existing outstandingsecurities or commitments to issue securities, or (iii) arm’s length acquisitions.

The Company has also agreed to use its best efforts to cause each of the directors and officers of the Company toenter into lock up agreements in favour of the Underwriters evidencing their agreement not to, for a period of 90days following the Closing Date, directly or indirectly, offer, sell, contract to sell, grant an option to purchase, makeany short sale or otherwise dispose of or transfer, or enter into any transaction or arrangement that has the effect oftransferring, in whole or in part, any of the economic consequences of ownership of the Common Shares, orannounce its intention to do any of the foregoing, whether now owned directly or indirectly, or under their control ordirection, other than pursuant to the terms of the lock up agreements.

Pursuant to policy statements of certain securities regulators, the Underwriters may not, throughout the period ofdistribution, bid for or purchase Common Shares. The foregoing restriction is subject to certain exceptionsincluding: (a) a bid or purchase permitted under the Universal Market Integrity Rules for Canadian Marketplacesadministered by the Investment Industry Regulatory Organization of Canada relating to market stabilization andpassive market making activities, (b) a bid or purchase made for and on behalf of a customer where the order wasnot solicited during the period of the distribution, provided that the bid or purchase was for the purpose ofmaintaining a fair and orderly market and not engaged in for the purpose of creating actual or apparent active tradingin, or raising the price of, such securities, or (c) a bid or purchase to cover a short position entered into prior to thecommencement of a prescribed restricted period. Consistent with these requirements, and in connection with thisdistribution, the Underwriters may over-allot or effect transactions that stabilize or maintain the market price of theCommon Shares at levels other than those which otherwise might prevail on the open market. If these activities arecommenced, they may be discontinued by the Underwriters at any time. The Underwriters may carry out thesetransactions on the TSXV, in the over-the-counter market or otherwise.

The Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws and,subject to registration under the U.S. Securities Act and applicable state securities laws or certain exemptionstherefrom, may not be offered, sold, transferred, delivered or otherwise disposed of, directly or indirectly, within theUnited States or to, or for the account or benefit of, any U.S. Person or any person in the United States.

Subscriptions will be received subject to rejection or allotment, in whole or in part, and the Underwriters reserve theright to close the subscription books at any time without notice. Closing of the Offering is expected to take place onor about December 7, 2016, or such other date as may be agreed upon by the Company and the Underwriters, but inany event not later than 42 days after the date of the receipt of the (final) short form prospectus. It is anticipated thatthe Shares will be delivered under the book-based system through CDS or its nominee and deposited in electronicform. A purchaser of Shares will receive only a customer confirmation from the registered dealer from or throughwhich the Shares are purchased and who is a CDS depository service participant. CDS will record the CDSparticipants who hold Shares on behalf of owners who have purchased Shares in accordance with the book-basedsystem. No definitive certificates will be issued unless specifically requested or required.

Pursuant to the terms of the Underwriting Agreement, the Company has agreed to reimburse the Underwriters forcertain expenses incurred in connection with the Offering and to indemnify the Underwriters and their directors,officers, employees, and agents against certain liabilities and expenses and to contribute to payments theUnderwriters may be required to make in respect thereof.

This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the Shares in the UnitedStates or to, or for the account or benefit of, U.S. Persons. In addition, until 40 days after the commencement of theOffering, an offer or sale of the Shares within the United States by any dealer (whether or not participating in theOffering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise

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than in accordance with an exemption from registration under the U.S. Securities Act and similar exemptions underapplicable state securities laws.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Offering

The Offering consists of Shares which are offered at the Offering Price of $3.55 per Share.

Authorized Share Capital

The authorized capital of the Company consists of an unlimited number of Common Shares and an unlimitednumber of Preferred Shares. As of the date of this Prospectus, there are 89,274,889 Common Shares issued andoutstanding; there are no Preferred Shares issued and outstanding.

Common Shares

The holders of the Common Shares are entitled to one vote per share at all meetings of the shareholders of theCompany either in person or by proxy. The holders of Common Shares are also entitled to dividends, if and whendeclared by the directors of the Company and the distribution of the residual assets of the Company in the event of aliquidation, dissolution or winding up of the Company.

The Common Shares rank equally as to all benefits which might accrue to the holders thereof, including the right toreceive dividends, voting powers, and participation in assets and in all other respects, on liquidation, dissolution orwinding-up of the Company, whether voluntary or involuntary, or any other disposition of the assets of theCompany among its shareholders for the purpose of winding up its affairs after the Company has paid out itsliabilities. The Common Shares are not subject to call or assessment rights or any pre-emptive or conversion rights.There are no provisions for redemption, purchase for cancellation, surrender or purchase of funds.

Dividends

As of the date of this Prospectus, OrganiGram has not declared dividends and has no current intention to declaredividends on its Common Shares in the foreseeable future. Any decision to pay dividends on its Common Shares inthe future will be at the discretion of OrganiGram’s board of directors and will depend on, among other things, theCompany’s results of operations, current and anticipated cash requirements and surplus, financial condition, anyfuture contractual restrictions and financing agreement covenants, solvency tests imposed by corporate law andother factors that the board of directors may deem relevant.

PRIOR SALES

The following table sets forth the details regarding all issuances of Common Shares, including issuances of allsecurities convertible or exchangeable into Common Shares, during the 12-month period before the date of thisProspectus.

Date Type of Security IssuedIssuance/ExercisePrice per Security

Number of Securities Issued

November 10, 2016 Common Shares(1) $1.40 2,071,417

November 7, 2016 Options $2.05 7,500

October 26, 2016 Common Shares(2) $1.40 120,000




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October 18, 2016 Common Shares(2) $1.40 1,156,731





October 4, 2016 Options $1.52 500,000

October 1, 2016 Options $1.58 500,000

October 1, 2016 Options $1.53 15,000

October 1, 2016 Options $1.39 20,000

September 7, 2016 Options $1.53 15,000

September 1, 2016 Options $1.42 835,600

August 30, 2016 Common Shares(2) $1.00 3,400


August 23, 2016 Common Shares(5) $1.30 17,710,000





July 25, 2016 Common Shares(6) $0.40 1,000

June 28, 2016 Options $1.25 160,000

June 28, 2016 Options $1.01 105,000June 24, 2016 Units(7) $1.70 200June 14, 2016 Common Shares(8) $0.81 30,864June 14, 2016 Common Shares(8) $1.05 23,810June 2, 2016 Units(9) $1.05 9,867,000April 27, 2016 Common Shares(6) $0.40 5,000April 27, 2016 Common Shares(6) $0.30 2,500April 19, 2016 Common Shares(6) $0.30 6,250April 19, 2016 Common Shares(6) $0.67 5,000March 16, 2016 Options $0.84 20,000March 9, 2016 Common Shares(6) $0.30 3,750March 8, 2016 Common Shares(6) $0.30 6,667February 23, 2016 Common Shares(6) $0.30 50,000January 29, 2016 Options $0.86 40,000January 20, 2016 Options $0.89 100,000January 20, 2016 Options $0.81 10,000January 20, 2016 Options $1.01 70,000December 15, 2015 Convertible Debentures $1,000(11) 300December 15, 2015 Units(10) $1.04 288,461November 27, 2015 Convertible Debentures $1,000(11) 2,600November 27, 2015 Units(10) $1.04 3,009,612November 20, 2015 Common Shares(4) $0.85 10,000

______________(1) Issued pursuant to the conversion in full of 6.75% convertible unsecured debentures in the aggregate principal amount of $2.9 million.(2) Issued pursuant to the exercise of warrants.(3) Issued to TGS in consideration of the payment of an engagement fee pursuant to a consultant agreement dated September 1, 2016. See

“Description of the Business – Recent Developments”.(4) Issued to XIB in consideration of the payment of a transaction success fee pursuant to an engagement letter dated April 11, 2016. See

“Description of the Business – Recent Developments”.(5) Issued in connection with the August Offering.(6) Issued upon exercise of outstanding options.(7) Issued in connection with the exercise of a compensation option to purchase units, with each unit consisting of one Common Share and

one Common Share purchase warrant, with each Common Share purchase warrant exercisable for one Common Share at a price of $1.00.(8) Issued to XIB in consideration of the payment of an engagement fee pursuant to an engagement letter dated April 11, 2016.

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(9) Issued in connection with the June Offering, with each unit consisting of one Common Share and one-half of one Common Share purchasewarrant, with each whole Common Share purchase warrant exercisable for one Common Share at a price of $1.40.

(10) Issued in connection with a non-brokered private placement, with each unit consisting of one Common Share and one-half of oneCommon Share purchase warrant, with each whole Common Share purchase warrant exercisable for one Common Share at a price of$1.40.

(11) Convertible at a conversion price of $1.40 per Common Share. All outstanding convertible debentures where converted into CommonShares on November 10, 2016. See Note (1) above and “Description of the Business – Recent Developments”.

TRADING PRICE AND VOLUME

The outstanding Common Shares are traded on the TSXV under the trading symbol “OGI”. The following table setsforth the reported intraday high and low prices and monthly trading volumes of the Common Shares for the 12-month period prior to the date of this Prospectus (Source: TMX Data).

PeriodHigh Trading

Price

LowTrading

Price Volume

November 1 - 28, 2016 $4.49 $2.32 82,804,448October 2016 $3.11 $1.76 53,640,389September 2016 $1.78 $1.38 22,687,321August 2016 $1.85 $1.30 28,140,924July 2016 $1.44 $1.03 9,754,709June 2016 $1.10 $1.01 5,694,033May 2016 $1.24 $1.02 9,326,017April 2016 $1.41 $0.75 9,274,105March 2016 $0.84 $0.69 1,909,824February 2016 $0.86 $0.62 3,216,230January 2016 $0.93 $0.73 2,591,224December 2015 $0.97 $0.80 4,185,294November 2015 $1.42 $0.62 29,871,413

On November 28, 2016, the last day of trading prior to the date of this Prospectus, the closing price per CommonShare on the TSXV was $3.24 and on November 14, 2016, the last trading day prior to the announcement of theOffering, the closing price per Common Share on the TSXV was $3.99.

ELIGIBILITY FOR INVESTMENT

In the opinion of Tripp | Business Law, counsel to the Company, and Cassels Brock & Blackwell LLP, counsel to theUnderwriters, the Shares, if issued on the date hereof, would be qualified investments under the Income Tax Act(Canada) (the “Tax Act”) for a trust governed by a registered retirement savings plan (“RRSP”), registered retirementincome fund (“RRIF”), deferred profit sharing plan, registered education savings plan, registered disability savingsplan or tax-free savings account (“TFSA”, and collectively “Registered Plans”), provided the Shares are listed on a“designated stock exchange,” as defined in the Tax Act (which includes Tiers 1 and 2 of the TSXV).

Notwithstanding the foregoing, if the Shares are a “prohibited investment” (as defined in the Tax Act) for a particularRRSP, RRIF or TFSA, the annuitant or holder of the particular Registered Plan, as the case may be, will be subject to apenalty tax as set out in the Tax Act. The Shares will not be a “prohibited investment” for an RRSP, RRIF or TFSAprovided the annuitant of the RRSP or RRIF, or holder of the TFSA, as the case may be, deals at arm’s length with theCompany for purposes of the Tax Act and does not have a “significant interest”, within the meaning of ss. 207.01(4) ofthe Tax Act, in the Company. In addition, the Shares will not be a prohibited investment if such securities are“excluded property”, for purposes of the prohibited investment rules, for an RRSP, RRIF or TFSA. Annuitants underan RRSP or RRIF and holders of a TFSA should consult their own tax advisors as to whether the Shares will be aprohibited investment for such RRSP, RRIF or TFSA in their particular circumstances.

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RISK FACTORS

An investment in the Shares is speculative and involves certain risks. When evaluating the Company and itsbusiness, prospective purchasers of the Shares should consider carefully the information set out in this Prospectusand the risks described below and in the documents incorporated by reference in this Prospectus, including thoserisks identified and discussed under the heading “Risk Factors” in the Annual Information Form, which isincorporated by reference herein.

The risks and uncertainties described or incorporated by reference herein are not the only ones the Company faces.Additional risks and uncertainties, including those that the Company is unaware of or that are currently deemedimmaterial, may also adversely affect the Company and its business.

Risks Related to the Offering

Discretion in the Use of Proceeds

Management will have discretion concerning the use of the proceeds of the Offering as well as the timing of theirexpenditure. As a result, an investor will be relying on the judgment of management for the application of theproceeds of the Offering. Management may use the net proceeds of the Offering other than as described under theheading “Use of Proceeds” if they believe it would be in the Company’s best interest to do so and in ways that aninvestor may not consider desirable. The results and the effectiveness of the application of the proceeds areuncertain. If the proceeds are not applied effectively, the Company’s results of operations may suffer.

Volatile Market Price of the Common Shares

The market price of the Common Shares may be volatile and subject to wide fluctuations in response to numerousfactors, many of which are beyond the Company’s control. This volatility may affect the ability of holders ofCommon Shares to sell their securities at an advantageous price. Market price fluctuations in the Common Sharesmay be due to the Company’s operating results failing to meet expectations of securities analysts or investors in anyperiod, downward revision in securities analysts’ estimates, adverse changes in general market conditions oreconomic trends, acquisitions, dispositions or other material public announcements by the Company or itscompetitors, along with a variety of additional factors. These broad market fluctuations may adversely affect themarket price of the Common Shares.

Financial markets have at times historically experienced significant price and volume fluctuations that haveparticularly affected the market prices of equity securities of companies and that have often been unrelated to theoperating performance, underlying asset values or prospects of such companies. Accordingly, the market price of theCommon Shares may decline even if the Company’s operating results, underlying asset values or prospects have notchanged. Additionally, these factors, as well as other related factors, may cause decreases in asset values that aredeemed to be other than temporary, which may result in impairment losses. There can be no assurance thatcontinuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoilcontinue, the Company’s operations could be adversely impacted and the trading price of the Common Shares maybe materially adversely affected

Risk Factors Related to Dilution

The Company may issue additional securities in the future, which may dilute a shareholder’s holdings in theCompany. The Company’s articles permit the issuance of an unlimited number of Common Shares and preferredshares, and shareholders will have no pre-emptive rights in connection with such further issuance. The directors ofthe Company have discretion to determine the price and the terms of further issuances. Moreover, additionalCommon Shares will be issued by the Company on the exercise of options under the Company’s stock option planand upon the exercise of outstanding warrants.

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Negative Cash Flow from Operations

During the fiscal year ended August 31, 2015 and the nine-month period ended May 31, 2016, the Company hadnegative cash flow from operating activities. The Company’s cash and cash equivalents as at August 31, 2015 wasapproximately $1.4 million, and as at May 31, 2016 was approximately $1.9 million. Although the Company hasrecently attained cash flow positive status and anticipates it will have positive cash flow from operating activities infuture periods, the Company cannot guarantee it will continue to have a cash flow positive status in the future due toits desire to increase the number of employees and its level of preparedness for the anticipated legalization ofrecreational marijuana in Canada. To the extent that the Company has negative cash flow in any future period,certain of the proceeds from the Offering may be used to fund such negative cash flow from operating activities.

Risks Related to the Business of the Company

Governmental Regulation

The business and activities of the Company are heavily regulated in all jurisdictions where it carries on business.The Company’s operations are subject to various laws, regulations and guidelines by governmental authorities,particularly Health Canada, relating to the manufacture, marketing, management, transportation, storage, sale,pricing and disposal of medical marijuana and cannabis oil, and also including laws and regulations relating tohealth and safety, insurance coverage, the conduct of operations and the protection of the environment. Laws andregulations, applied generally, grant government agencies and self-regulatory bodies broad administrative discretionover the activities of the Company, including the power to limit or restrict business activities as well as imposeadditional disclosure requirements on the Company’s products and services.

Achievement of the Company’s business objectives are contingent, in part, upon compliance with regulatoryrequirements enacted by these governmental authorities and obtaining all regulatory approvals, where necessary, forthe production and sale of its products. The Company cannot predict the time required to secure all appropriateregulatory approvals for its products, or the extent of testing and documentation that may be required bygovernmental authorities. Any delays in obtaining, or failure to obtain regulatory approvals would significantlydelay the development of markets and products and could have a material adverse effect on the business, results ofoperations and financial condition of the Company.

Failure to comply with the laws and regulations applicable to its operations may lead to possible sanctions includingthe revocation or imposition of additional conditions on licenses to operate the Company’s business; the suspensionor expulsion from a particular market or jurisdiction or of its key personnel; and, the imposition of fines andcensures. To the extent that there are changes to the existing laws and regulations or the enactment of future lawsand regulations that affect the sale or offering of the Company’s products or services in any way, the Company’srevenues may be adversely affected.

On November 22, 2016, Veterans Affairs Canada announced a new reimbursement policy on cannabis for medicalpurposes which will decrease the limit for reimbursement to veterans from 10 grams per day of dried or freshmarijuana, or the equivalent in cannabis oil, down to three grams per day. The new policy will also establish a rateof up to $8.50 per gram that licensed producers can charge veterans with a view to ensuring that what veterans arecharged, and what Veterans Affairs Canada reimburses, is what Veterans Affairs Canada considers a fair marketvalue price. The Company supplies medical marijuana to military veterans and the quantity of product that thosemilitary veterans will be able to purchase and be reimbursed for will be affected by the implementation of this newreimbursement policy. In addition, there is a risk that in the future the price per gram of dried or fresh marijuana orthe equivalent value in cannabis oil and related products that the Company can charge clients, and the quantity thatmay be sold to clients, may be subject to further governmental regulation and any such changes to the regulatorylandscape could have a material adverse effect on the business, results of operations and financial condition of theCompany.

While the Company currently anticipates the legalization of recreational marijuana use in Canada in the future, therecan be no assurances that recreational marijuana use in Canada will in fact be legalized in the near term, or at all.The Company has invested a considerable amount of funds into the expansion of its production facilities, includingthe 35 English Drive Expansion and the 320 Edinburgh Drive Expansion, in anticipation of the legalization of

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recreational marijuana use in Canada and any significant delay in legalization or a decision by the government ofCanada and other relevant regulatory authorities to not proceed with legalization could have a material adverseeffect on the business, results of operations and financial condition of the Company.

Implementation of the ACMPR

Under the ACMPR, patients have three options for obtaining medical marijuana:

(a) patients can continue to access quality-controlled medical marijuana by registering with and purchasing fromLicensed Producers;

(b) patients can register with Health Canada to produce a limited amount of medical marijuana for their ownmedical purposes; or

(c) patients can designate someone else who is registered with Health Canada to produce medical marijuana ontheir behalf.

The availability of options (b) and (c) outlined above could significantly reduce the addressable market for theCompany’s products, however in each of such cases, growing materials, including plants and/or seeds, must still beobtained from Licensed Producers. Patients may be deterred from proceeding with these options on the basis thatthey require application and registration with Health Canada and the expenditure of up-front costs associated withobtaining the necessary equipment and materials in order to produce medical marijuana. There can be no assurance,however, that the registration requirements and up-front associated costs will act as a sufficient deterrent to patientsgrowing their own medical marijuana and a significant increase in this type of activity could materially andadversely affect the business, financial condition and results of operations of the Company.

Reliance on License Renewal

The Company’s ability to produce, store and sell medical marijuana and cannabis oil extracts in Canada isdependent on its License from Health Canada. Failure to comply with the requirements of the License or any failureto maintain this License would have a material adverse impact on the business, financial condition and operatingresults of the Company. The License was renewed March 27, 2016 and expires March 27, 2017, subject to renewal.Although management believes it will meet the requirements of the ACMPR annually for extension of the License,there can be no guarantee that Health Canada will extend or renew the License or, if it is extended or renewed, that itwill be extended or renewed on the same or similar terms. Should Health Canada not extend or renew the License,or should it renew the License on different terms or not provide the amendments as requested for anticipatedcapacity increases, the business, financial condition and results of the operations of the Company will be materiallyadversely affected.

Competition

There is potential that the Company will face intense competition from other companies, some of which can beexpected to have longer operating histories and more financial resources and production and marketing experiencethan the Company.

Because of the early stage of the industry in which the Company operates, the Company expects to face additionalcompetition from new entrants. If the number of users of medical marijuana and cannabis oil in Canada increases,the demand for products will increase and the Company expects that competition will become more intense, ascurrent and future competitors begin to offer an increasing number of diversified products and pricing strategies. Toremain competitive, the Company will require a continued high level of investment in research and development,marketing, sales and client support. The Company may not have sufficient resources to maintain research anddevelopment, marketing, sales and client support efforts on a competitive basis which could materially andadversely affect the business, financial condition and results of operations of the Company.

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TSXV Restrictions on Business

As a condition to initially listing on the TSXV, the TSXV required that the Company deliver an undertaking (the“Undertaking”) confirming that, while listed on TSXV, the Company will only conduct the business of production,acquisition, sale and distribution of medical marijuana and cannabis oil in Canada as permitted under the License,including any amendments thereto. The Undertaking could have an adverse effect on the Company’s ability to dobusiness or operate outside of Canada and on its ability to expand its business into other areas, including theprovision of non-medical marijuana in the event that the laws were to change to permit such sales, if the Company isstill listed on the TSXV and remains subject to the Undertaking at such time. The Undertaking may prevent theCompany from expanding into new areas of business when the Company’s competitors have no such restrictions.All such restrictions could materially and adversely affect the growth, business, financial condition and results ofoperations of the Company.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain provinces of Canada provides purchasers with the right to withdraw from anagreement to purchase securities. This right may be exercised within two business days after receipt or deemedreceipt of a prospectus and any amendment. In several of the provinces of Canada, the securities legislation furtherprovides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if theprospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that theremedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limitprescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicableprovisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with alegal adviser.

MATERIAL CONTRACTS

Except for contracts entered into in the ordinary course of business, there are no contracts entered into by theCompany since the end of the last financial year, or entered into by the Company prior to the end of the last financialyear that are still in effect, other than as follows:

the License;

the Undertaking; and

the warrant indenture dated June 2, 2016 between OrganiGram and Equity Financial Trust Company (the“Warrant Indenture”) for the issue of an aggregate of 4,933,500 Common Share purchase warrantsentitling the holders thereof to purchase an aggregate of 4,933,500 Common Shares at a price of $1.40 perCommon Share prior to December 2, 2017.

Copies of each of the License, the Undertaking and the Warrant Indenture are available under the Company’scorporate profile on SEDAR.

LEGAL MATTERS

Certain legal matters in connection with this Offering will be passed upon on behalf of the Company by Tripp |Business Law, and on behalf of the Underwriters by Cassels Brock & Blackwell LLP. As at the date hereof, thepartners and associates of Tripp | Business Law and Cassels Brock & Blackwell LLP, each as a group, beneficiallyown, directly and indirectly, in the aggregate, less than one percent of the Common Shares.

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AUDITOR, TRANSFER AGENT AND REGISTRAR

Deloitte LLP is the independent auditor of the Company and is independent within the meaning of the Rules ofProfessional Conduct of the Chartered Professional Accountants of New Brunswick.

Ernst & Young LLP was the external auditor of the Company for the six month period ended August 31, 2014 andthe year ended February 28, 2014 and through to April 17, 2015 was independent within the meaning of the Rules ofProfessional Conduct of the Chartered Professional Accountants of New Brunswick.

The registrar and transfer agent for the Common Shares is Equity Financial Trust Company at its offices in Toronto,Ontario and Vancouver, British Columbia.

C-1

CERTIFICATE OF THE COMPANY

November 29, 2016

This short form prospectus, together with the documents incorporated by reference, constitutes full, true and plaindisclosure of all material facts relating to the securities offered by this short form prospectus as required by thesecurities legislation in each of the provinces of Canada, excluding the province of Québec.

/signed/ “Denis Arsenault” /signed/ “Peter Hanson”Denis Arsenault

Chief Executive OfficerPeter Hanson

Chief Financial Officer

On behalf of the Board of Directors:

/signed/ “Monique Imbeault” /signed/ “Kenneth Mitton”Monique Imbeault

DirectorDr. Kenneth Mitton

Director

C-2

CERTIFICATE OF THE UNDERWRITERS

November 29, 2016

To the best of our knowledge, information and belief, this short form prospectus, together with the documentsincorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securitiesoffered by this short form prospectus as required by the securities legislation in each of the provinces of Canada,excluding the province of Québec.

DUNDEE SECURITIES LTD.

/signed/ “John Esteireiro”By: John EsteireiroManaging Director

GMP SECURITIES L.P.

/signed/ “Steve Ottaway”By: Steve OttawayManaging Director

MACKIE RESEARCH CAPITALCORPORATION

PI FINANCIAL CORP.

/signed/ “Jovan Stupar”By: Jovan Stupar

Managing Director

/signed/ “Blake Corbet”By: Blake Corbet

Managing Director

CORMARK SECURITIES INC.

/signed/ “Chris Shaw”By: Chris Shaw

Managing Director

Documents

ORGANIGRAM HOLDINGS INC. $35,003,000 9,860,000 Common … · shares (the “Shares”) of OrganiGram Holdings Inc. (the “Company” or “OrganiGram”) at a price of $3.55 per