EX-99.2 3 organigramholdingsinc-1fsx.htm EX-99.2 Document

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TABLE OF CONTENTS
Condensed Consolidated Interim Statements of Financial Position
1
Condensed Consolidated Interim Statements of Operations and Comprehensive Income (Loss)
2
Condensed Consolidated Interim Statements of Changes in Equity
3
Condensed Consolidated Interim Statements of Cash Flows
4
Notes to the Condensed Consolidated Interim Financial Statements
5–20

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ORGANIGRAM GLOBAL INC.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
As at March 31, 2025 and September 30, 2024
(Unaudited - expressed in CDN $000’s except share and per share amounts)

MARCH 31, 2025SEPTEMBER 30,
2024
ASSETS
Current assets
Cash
$13,181 $106,745 
Short-term investments
873 821 
Restricted cash
69,319 25,860 
Accounts and other receivables (Note 4)
49,987 37,153 
Biological assets (Note 5)
13,708 15,173 
Inventories (Note 6)
101,341 67,351 
Prepaid expenses and deposits10,093 9,116 
258,502 262,219 
Property, plant and equipment (Note 7)
119,944 96,231 
Intangible assets
55,317 8,092 
Goodwill (Note 18)
50,055 — 
Deferred charges and deposits
6,514 545 
Other financial assets (Note 8)
47,571 40,727 
Net investment in sublease— 46 
$537,903 $407,860 
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities$63,001 $47,097 
Derivative liabilities (Note 9)
4,860 5,139 
Other liabilities (Note 10)
7,762 1,086 
75,623 53,322 
Derivative liabilities (Note 9)
2,026 14,110 
Preferred shares (Note 11)
35,034 31,070 
Deferred income taxes (Note 18)
13,909 — 
Other long-term liabilities (Note 10)
20,745 3,369 
147,337 101,871 
SHAREHOLDERS' EQUITY
Share capital (Note 12)
917,282 852,891 
Equity reserves
38,014 37,129 
Accumulated other comprehensive loss
(261)(63)
Accumulated deficit
(564,469)(583,968)
390,566 305,989 
$537,903 $407,860 




On behalf of the Board:
/s/Beena Goldenberg, Director
/s/Peter Amirault, Director


The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2025 AND 2024    1

ORGANIGRAM GLOBAL INC.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the three and six months ended March 31, 2025 and 2024
(Unaudited - expressed in CDN $000’s except share and per share amounts)

THREE MONTHS ENDED
SIX MONTHS ENDED
MARCH 31, 2025MARCH 31,
2024		MARCH 31, 2025MARCH 31,
2024
REVENUE
Gross revenue (Note 16)
$102,763 $57,425 $169,569 $113,695 
Excise taxes(37,163)(19,797)(61,239)(39,612)
Net revenue65,600 37,628 108,330 74,083 
Cost of sales
45,813 26,366 74,428 53,310 
Gross margin before fair value adjustments
19,787 11,262 33,902 20,773 
Realized fair value on inventories sold and other inventory charges (Note 6)
(14,192)(11,062)(27,258)(22,985)
Unrealized gain on changes in fair value of biological assets (Note 5)
12,823 9,400 25,588 18,512 
Gross margin18,418 9,600 32,232 16,300 
OPERATING EXPENSES
General and administrative (Note 17)
14,967 14,929 26,200 26,206 
Sales and marketing7,523 5,403 13,327 9,998 
Research and development 2,662 2,606 5,031 7,073 
Share-based compensation849 1,809 2,058 3,509 
Total operating expenses26,001 24,747 46,616 46,786 
LOSS FROM OPERATIONS
(7,583)(15,147)(14,384)(30,486)
Investment income, net of financing costs
(179)(650)(1,004)(1,172)
Acquisition and transaction costs974 (170)5,478 420 
Share of loss from investments in associates
— 112 — 267 
Loss on disposal of property, plant and equipment and intangible assets
— 50 — 50 
Change in fair value of contingent consideration (Note 18)
(3,899)— (3,899)(50)
Change in fair value of derivative liabilities, preferred shares and other financial assets (Note 15)
(47,155)12,529 (32,660)12,985 
Share issuance costs allocated to derivative liabilities (Note 11)
170 — 170 — 
Other non-operating expense (income)156 87 (1,862)(131)
Income (loss) before tax
42,350 (27,105)19,393 (42,855)
Income tax expense (recovery)
Current, net— (30)— (30)
Deferred, net(106)— (106)— 
NET INCOME (LOSS)
42,456 (27,075)19,499 (42,825)
OTHER COMPREHENSIVE LOSS
Change in fair value of investments at fair value through other comprehensive income (Note 8)
$(438)(130)(198)(185)
COMPREHENSIVE INCOME (LOSS)
$42,018 $(27,205)$19,301 $(43,010)
Net earnings (loss) per common share, basic
$0.329 $(0.297)$0.161 $(0.497)
Net earnings (loss) per common share, diluted
$0.318 $(0.297)$0.155 $(0.497)
        

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2025 AND 2024    2

ORGANIGRAM GLOBAL INC.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY
For the six months ended March 31, 2025 and March 31, 2024
(Unaudited - expressed in CDN $000’s except share and per share amounts)
NUMBER OF SHARESSHARE CAPITALEQUITY RESERVESACCUMULATED OTHER COMPREHENSIVE LOSSACCUMULATED DEFICITSHAREHOLDERS' EQUITY
Balance - October 1, 2023
81,161,630 $776,906 $33,404 $(159)$(538,528)$271,623 
Private placement
12,893,175 39,179 — — — 39,179 
Share-based compensation
— — 4,002 — — 4,002 
Exercise of stock options
1,650 5 (2)— — 3 
Exercise of restricted share units409,887 1,230 (1,230)— — — 
Exercise of performance share units
2,216 22 (22)— — — 
Net income (loss)— — — — (42,825)(42,825)
Other comprehensive loss— — — (185)— (185)
Balance - March 31, 2024
94,468,558 $817,342 $36,152 $(344)$(581,353)$271,797 
Balance - October 1, 2024
108,585,492 $852,891 $37,129 $(63)$(583,968)$305,989 
Shares issued related to business combination, net of issue costs of $71 (Note 12 (i) and Note 18)
17,233,950 39,050 — — — 39,050 
Private placement (Note 12 (i))
7,562,447 23,963 — — — 23,963 
Share-based compensation (Note 12)
— — 2,263 — — 2,263 
Exercise of restricted share units (Note 12)
452,273 1,363 (1,363)— — — 
Exercise of performance share units (Note 12)
1,801 15 (15)— — — 
Net income (loss)— — — — 19,499 19,499 
Other comprehensive loss— — — (198)— (198)
Balance - March 31, 2025
133,835,963 $917,282 $38,014 $(261)$(564,469)$390,566 


The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2025 AND 2024    3

ORGANIGRAM GLOBAL INC.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
For the six months ended March 31, 2025 and 2024
(Unaudited - expressed in CDN $000’s except share and per share amounts)
SIX MONTHS ENDED
MARCH 31, 2025
MARCH 31,
2024
CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES
Net income (loss)
$19,499 $(42,825)
Items not affecting operating cash:
Share-based compensation (Note 12)
2,263 4,002 
Depreciation and amortization 8,226 5,967 
Loss on disposal of property, plant and equipment and intangible assets— 50 
Realized fair value on inventories sold and other inventory charges (Note 6)
27,258 22,985 
Unrealized gain on changes in fair value of biological assets (Note 5)
(25,588)(18,512)
Investment income, net of financing costs
(1,004)(1,172)
Share of loss from investments in associates— 267 
Change in fair value of contingent consideration (Note 18)
(3,899)(50)
Bad debts and provision for expected credit losses — 4,239 
  Change in fair value of derivative liabilities, preferred shares and other financial assets (Note 15)
(32,660)12,985 
Unrealized foreign exchange gain(2,054)— 
  Share issuance costs allocated to derivative liabilities (Note11)
170 $— 
Income tax recovery(106)(30)
Cash and restricted cash used in operating activities before working capital changes(7,895)(12,094)
Changes in non-cash working capital:
Net change in accounts and other receivables, biological assets, inventories, prepaid expenses and deposits2,117 (9,061)
Net change in accounts payable and accrued liabilities, provisions and other liabilities(14,987)19,864 
Net cash and restricted cash used in operating activities(20,765)(1,291)
FINANCING ACTIVITIES
Private placement, net of share issue costs (Note 12)
41,181 41,100 
Payment of lease liabilities, net of sublease receipts(693)(350)
Payment of long-term debt(30)(40)
Stock options exercised— 3 
Net cash provided by financing activities
40,458 40,713 
INVESTING ACTIVITIES
Purchase of short-term investments(846)(802)
Proceeds from short-term investments836 — 
Acquisition of subsidiary, net of cash acquired(64,873)— 
Investment income 1,217 1,285 
Other financial assets — (6,463)
Proceeds on sale of property, plant and equipment— 16 
Purchase of property, plant and equipment (Note 7)
(8,134)(1,971)
Purchase of intangible assets(52)(412)
Net cash used in investing activities(71,852)(8,347)
Effect of foreign exchange on cash2,054 — 
(DECREASE) INCREASE IN CASH AND RESTRICTED CASH
(50,105)31,075 
CASH AND RESTRICTED CASH
Beginning of period 132,605 51,757 
End of period $82,500 $82,832 
Less: restricted cash
(69,319)(11,028)
Cash as presented on the statement of financial position
$13,181 $71,804 

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2025 AND 2024    4

ORGANIGRAM GLOBAL INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the three and six months ended March 31, 2025 and March 31, 2024
(Unaudited - expressed in CDN $000’s except share and per share amounts)

1.    NATURE OF OPERATIONS
Organigram Global Inc. (formerly known as "Organigram Holding Inc.") (the “Company”) is a publicly traded corporation with its common shares (the “Common Shares”) trading on the Toronto Stock Exchange (“TSX”) and on the Nasdaq Global Select Market (“NASDAQ”) under the symbol “OGI”. The head office of the Company is 1400-145 King Street West, Toronto, Ontario, Canada, M5H 1J8 and the registered office is 35 English Drive, Moncton, New Brunswick, Canada, E1E 3X3.

On March 24, 2025, the shareholders of the Company at the annual and special meeting of shareholders approved an amendment to the articles of the Company to change the name of the Company to “Organigram Global Inc". On March 31, 2025, the Company obtained all regulatory approvals for the change of name of the Company.

The Company’s wholly-owned subsidiaries are: (i) Organigram Inc., a licensed producer (“LP” or “Licensed Producer”) of cannabis and cannabis-derived products in Canada regulated by Health Canada under the Cannabis Act (Canada) and the Cannabis Regulations (Canada); (ii) 10870277 Canada Inc., a special purpose holding company for the Company; (iii) Motif Labs Ltd. ("Motif") an LP specializing in the vape and infused pre-roll categories; (iv) Collective Project Limited ("CPL"), a cannabis beverage brand and product formulation company; and (v) Collective Project USA Limited ("CPL USA"), a wholly-owned subsidiary of CPL. The Company was incorporated under the Business Corporations Act (British Columbia) on July 5, 2010, and continued under the Canada Business Corporations Act (“CBCA”) on April 6, 2016. Organigram Inc. was incorporated under the Business Corporations Act (New Brunswick) on March 1, 2013. 10870277 Canada Inc. was incorporated under the CBCA on July 4, 2018. Motif was incorporated under the Business Corporations Act (Ontario) on December 18, 2017. CPL was incorporated under the Business Corporations Act (Ontario) on October 23, 2013. CPL USA was incorporated under the General Corporate Law of the State of Delaware on April 12, 2019.

On October 1, 2023, Organigram Inc. amalgamated with the Company's then wholly-owned subsidiaries, The Edibles and Infusions Corporation ("EIC") and Laurentian Organic Inc. ("Laurentian") and continued as a single corporation under the name "Organigram Inc.", a 100% owned subsidiary of the Company. EIC was incorporated under the Business Corporations Act (Ontario) on September 20, 2018. Laurentian was incorporated under the CBCA on March 18, 2019.

2.     BASIS OF PREPARATION
i.Statement of compliance
These unaudited condensed consolidated interim financial statements ("interim financial statements") have been prepared in accordance with International Accounting Standard (“IAS 34”) Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). The interim financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended September 30, 2024 and thirteen months ended September 30, 2023 (“Annual Consolidated Financial Statements”), which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the IASB.

These interim financial statements were approved and authorized for issue by the Board of Directors of the Company on May 8, 2025.

ii.Basis of measurement
These interim financial statements have been prepared on a historical cost basis except for biological assets, share-based compensation, contingent share consideration, short-term investments, preferred shares, other financial assets and derivative liabilities, which are measured at fair value.

Historical cost is the fair value of the consideration given in exchange for goods and services, which is generally based upon the fair value of the consideration given in exchange for assets at the time of the transaction.

iii.Basis of consolidation
These interim financial statements include the accounts of the Company and its subsidiaries on a consolidated basis after elimination of intercompany transactions and balances. Subsidiaries are entities the Company controls when it is exposed, or has rights, to variable returns from its involvement and has the ability to affect those returns through its power to direct the relevant activities of the subsidiaries. The results of subsidiaries acquired during the year are consolidated from the date of acquisition.

Associates are all entities over which the Company has significant influence but not control or joint control. Investments in associates are accounted for using the equity method after initial recognition at cost. Joint operations are arrangements in which the Company has joint control. The Company includes its proportionate share of the assets acquired and expenses incurred of the joint operation.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2025 AND 2024    5


iv.Foreign currency translation
Functional and presentation currency
These interim financial statements are presented in Canadian dollars, which is the functional currency of the Company and its subsidiaries, except for one subsidiary (CPL USA) and an associate (Alpha-Cannabis Pharma GmbH), for which the functional currencies have been determined to be USD and Euros, respectively.

3.     MATERIAL ACCOUNTING POLICIES
The accounting policies adopted in the preparation of the interim financial statements are consistent with those followed in the preparation of the Company’s Annual Consolidated Financial Statements, except for the adoption of the following new standards and amendments.

Amendments to IAS 1: Classification of Liabilities as Current or Non-Current and Non-current Liabilities with Covenants
In January 2020 and October 2022, the IASB issued amendments to IAS 1 to specify the requirements relating to determining whether a liability should be presented as current or non-current in the statement of financial position. Under the new requirements, the assessment of whether a liability is presented as current or non-current is based on the contractual arrangements in place as at the reporting date and does not impact the amount or timing of recognition. These amendments also clarify how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability. The amendments apply retrospectively for annual reporting periods beginning on or after January 1, 2024. These amendments do not have a material impact on the Company’s consolidated interim financial statements.

Amendments to IFRS 16: Lease Liability in a Sale and Leaseback
On September 22, 2022, the IASB issued amendments to IFRS 16, Leases, to specify the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognize any amount of the gain or loss that relates to the right of use it retains. The amendments are effective for annual reporting periods beginning on or after January 1, 2024 and must applied retrospectively to sale and leaseback transactions entered into after the date of initial application of IFRS 16. Earlier application is permitted and that fact must be disclosed. The Company has not entered into any sale and leaseback transactions in the past and does not anticipate doing so in the future. Therefore, these amendments do not have an impact on the Company's consolidated interim financial statements.

Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangements
In May 2023, the IASB issued amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures to clarify the characteristics of supplier finance arrangements and require additional disclosure of such arrangements. The disclosure requirements in the amendments are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity’s liabilities, cash flows and exposure to liquidity risk.
The amendments will be effective for annual reporting periods beginning on or after 1 January 2024. Early adoption is permitted, but will need to be disclosed. These amendments do not have an impact on the Company’s consolidated financial statements.

Critical accounting estimates and judgments
The preparation of the Company’s financial statements requires management to make estimates, assumptions and judgments that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues and expenses. Significant estimates and judgments used in preparation of the interim financial statements are described in the Company’s Annual Consolidated Financial Statements.

In addition to those estimates and judgments described in the Company's Annual Consolidated Financial Statements, management made the following estimates, assumptions and judgments in the preparation of the interim financial statements:

Business Combinations
Management performs a valuation analysis to allocate the purchase price based on the acquisition date fair values of the identifiable assets acquired and liabilities assumed. Determining the fair value of identifiable assets acquired and liabilities assumed on the acquisition date and contingent share consideration requires the use of judgment and estimates. With respect to the acquisitions, the significant assumptions related to estimating the fair value of the acquired brands and customer relationships, included: the royalty rate, forecasted revenues, and forecasted cash flows. Valuations are highly dependent on the inputs used and assumptions made by management regarding the future performance of these assets and any changes in the discount rate applied.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2025 AND 2024    6

4.    ACCOUNTS AND OTHER RECEIVABLES
The Company’s accounts and other receivables include the following balances as at March 31, 2025 and September 30, 2024:

MARCH 31, 2025SEPTEMBER 30, 2024
Gross trade receivables
$52,661 $37,851 
Less: reserves for product returns and price adjustments(716)(501)
Less: expected credit losses(5,108)(4,695)
Trade receivables
46,837 32,655 
Receivable from related party
2,001 3,169 
Current portion of net investment in subleases
230 513 
Other receivables
919 816 
$49,987 $37,153 

5.     BIOLOGICAL ASSETS
The Company measures biological assets, which consist of cannabis plants, at fair value less costs to sell up to the point of harvest, which then becomes the basis for the cost of finished goods inventories after harvest. Subsequent expenditures incurred on these finished goods inventories after harvest are capitalized based on IAS 2 Inventories.

The changes in the carrying value of biological assets as at March 31, 2025 are as follows:
CAPITALIZED COST
BIOLOGICAL ASSET FAIR VALUE ADJUSTMENT
AMOUNT
Balance, September 30, 2024
$5,948 $9,225 $15,173 
Unrealized gain on changes in fair value of biological assets— 25,588 25,588 
Production costs capitalized19,880 — 19,880 
Transfer to inventory upon harvest(19,225)(27,708)(46,933)
Balance, March 31, 2025
$6,603 $7,105 $13,708 

The fair value less costs to sell of biological assets is determined using a model which estimates the expected harvest yield in grams for plants currently being cultivated, then adjusts that amount for the average selling price per gram, and for any additional costs to be incurred, such as post-harvest costs. The following unobservable inputs, all of which are classified as level 3 within the fair value hierarchy (see Note 15), are used in determining the fair value of biological assets:

i.average selling price per gram – calculated as the weighted average current selling price of cannabis sold by the Company, adjusted for expectations about future pricing;
ii.expected average yield per plant – represents the number of grams of finished cannabis inventory which is expected to be obtained from each harvested cannabis plant currently under cultivation;
iii.wastage of plants based on their various stages of growth – represents the weighted average percentage of biological assets which are expected to fail to mature into cannabis plants that can be harvested;
iv.post-harvest costs – calculated as the cost per gram of harvested cannabis to complete the sale of cannabis plants post-harvest, consisting of the cost of direct and indirect materials and labour related to drying, labelling, and packaging; and
v.stage of completion in the cultivation process – calculated by taking the average number of weeks in production over a total average grow cycle of approximately 14 weeks.

The Company estimates the harvest yields for the cannabis on plants at various stages of growth, based on expected yield of mature plants. As of March 31, 2025, it is expected that the Company’s biological assets will yield 28,651 kg (September 30, 2024 – 28,889 kg) of cannabis when eventually harvested. The Company’s estimates are, by their nature, subject to change, and differences from the expected yield will be reflected in the fair value adjustment to biological assets in future periods. The Company accretes fair value on a straight-line basis according to stage of growth. As a result, a cannabis plant that is 50% through its 14-week growing cycle would be ascribed approximately 50% of its harvest date expected fair value less costs to sell (subject to wastage adjustments).
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2025 AND 2024    7

Management believes the most significant unobservable inputs and their impact on fair value are as follows:

SIGNIFICANT
WEIGHTED AVERAGE INPUT
EFFECT ON FAIR VALUE
INPUTS & ASSUMPTIONSMarch 31,
2025		September 30, 2024
SENSITIVITY
March 31,
2025		September 30, 2024
Average selling price per gram (excluding trim)
$1.63 $1.59 
Increase or decrease
by 10% per gram
$1,442 $1,463 
Expected average yield per plant
169  grams187  grams
Increase or decrease
by 10 grams
$852 $781 

The expected average yield per plant at March 31, 2025 and September 30, 2024 primarily reflects the average yield of the flower component of the plant.

6.     INVENTORIES
The Company’s inventories are comprised of the following balances as at March 31, 2025 and September 30, 2024:

March 31, 2025
CAPITALIZED COSTFAIR VALUE ADJUSTMENTCARRYING VALUE
Plants in drying stage$1,408 $2,362 $3,770 
Dry cannabis
Available for packaging15,612 9,991 25,603 
Packaged inventory5,433 3,115 8,548 
Flower and trim available for extraction1,394 1,130 2,524 
Concentrated extract11,551 4,180 15,731 
Formulated extracts
Available for packaging17,575 2,273 19,848 
Packaged inventory5,250 684 5,934 
Packaging and supplies19,383 — 19,383 
$77,606 $23,735 $101,341 

SEPTEMBER 30, 2024
CAPITALIZED COSTFAIR VALUE ADJUSTMENTCARRYING VALUE
Plants in drying stage$1,390 $2,225 $3,615 
Dry cannabis
Available for packaging12,059 10,570 22,629 
Packaged inventory3,297 2,493 5,790 
Flower and trim available for extraction1,354 1,950 3,304 
Concentrated extract7,283 3,833 11,116 
Formulated extracts
Available for packaging5,958 2,091 8,049 
Packaged inventory3,119 366 3,485 
Packaging and supplies9,363 — 9,363 
$43,823 $23,528 $67,351 

Flower and trim available for extraction are converted into concentrated extract, which can then be used for oil formulation (combining with a carrier oil) or other products such as edibles, hash and vaporizable products.

The amount of inventory expensed in cost of sales for the three and six months ended March 31, 2025 was $38,852 and $63,016 (March 31, 2024 – $21,015 and $41,060), respectively. The amount of inventory provisions and waste for the three and six months ended March 31, 2025 was $1,764 and $2,924 (March 31, 2024 – $1,976 and $5,340), respectively, which include, provisions for excess and unsaleable inventories of $548 and $561 (March 31, 2024 – $314 and $1,986), respectively, adjustments to net realizable value of $nil and $151 (March 31, 2024 – $33 and $46), respectively and processing and packaging waste of $1,216 and $2,212 (March 31, 2024 – $1,629 and $3,308), respectively, which is comprised of the
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2025 AND 2024    8

production or purchase costs of these inventories. The remaining balance of cost of sales relates to freight and operational overheads.

The amount of realized fair value on inventories sold and other inventory charges for the three and six months ended March 31, 2025 was $14,192 and $27,258 (March 31, 2024 – $11,062 and $22,985), respectively, including realized fair value on inventories sold of $13,725 and $26,244 (March 31, 2024 – $9,518 and $18,997), respectively. Inventory provisions to recognize the realized fair value on waste and to adjust to net realizable value during the three and six months ended March 31, 2025 were $467 and $1,165 (March 31, 2024 – $1,577 and $4,034), respectively, consisting of $nil and $151 (March 31, 2024 – $33 and $46), respectively, recognized in cost of sales and $467 and $1,014 (March 31, 2024 – $1,544 and $3,988), respectively, recognized in fair value adjustments.

7.    PROPERTY, PLANT AND EQUIPMENT
LANDBUILDINGSCONSTRUCTION
IN PROCESS		GROWING & PROCESSING
EQUIPMENT		LEASEHOLD IMPROVEMENTSOTHERRIGHT-OF-USE ASSETSTOTAL
Cost
Balance, September 30, 2024
$4,705 $162,791 $— $168,952 $555 $14,598 $3,759 $355,360 
Acquisitions through business combinations (Note 18)
— — — 7,596 10,383 1,885 5,744 25,608 
Additions— 382 2,365 854 214 193 — 4,008 
Balance, March 31, 2025
$4,705 $163,173 $2,365 $177,402 $11,152 $16,676 $9,503 $384,976 
Accumulated depreciation
and impairment
Balance, September 30, 2024
$(2,721)$(106,199)$— $(137,584)$(415)$(11,676)$(534)$(259,129)
Depreciation— (1,493)— (3,146)(413)(399)(452)(5,903)
Balance, March 31, 2025
$(2,721)$(107,692)$— $(140,730)$(828)$(12,075)$(986)$(265,032)
Net book value
September 30, 2024$1,984 $56,592 $— $31,368 $140 $2,922 $3,225 $96,231 
March 31, 2025
$1,984 $55,481 $2,365 $36,672 $10,324 $4,601 $8,517 $119,944 

Included in deferred charges and deposits is $6,425 (September 30, 2024 – $471) paid to secure the acquisition of growing and processing equipment. The amounts will be recorded in property, plant and equipment as equipment is received.

Reconciliation of property, plant, and equipment additions to the statements of cash flows
The following table reconciles additions of property, plant, and equipment per the above table to the purchases of property, plant, and equipment per the statements of cash flows:

MARCH 31, 2025
MARCH 31,
2024
Total additions (including right-of-use lease assets)$29,616 $1,947 
Additions related to business combinations (25,608)— 
Additions related to right-of-use lease assets— (16)
Net change in deferred charges and deposits related to purchases of property, plant and equipment5,954 193 
Net change in accounts payable and accrued liabilities related to purchases of property, plant and equipment(1,828)(153)
Purchase of property, plant and equipment$8,134 $1,971 

8. OTHER FINANCIAL ASSETS
The following table outlines changes in other financial assets. Note 15 provides additional details on the fair value calculation of each investment.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2025 AND 2024    9

ENTITYASSET TYPE
BALANCE, SEPTEMBER 30, 2024
FAIR VALUE CHANGES
BALANCE, MARCH 31, 2025
Weekend Holdings Corp. ("WHC")Preferred shares$5,441 $(198)$5,243 
Phylos Bioscience Inc. ("Phylos")
Secured convertible loan $9,285 $3,519 $12,804 
Steady State LLC (d/b/a Open Book Extracts) ("OBX")Convertible loan $2,881 $355 $3,236 
Sanity Group GmbH ("Sanity Group")Convertible loan$19,153 $2,829 $21,982 
Sanity GroupCommon shares$3,967 $339 $4,306 
$40,727 $6,844 $47,571 
9.    DERIVATIVE LIABILITIES
The following table outlines changes in derivative liabilities, which are measured at fair value with changes recognized in the condensed consolidated interim statements of operations and comprehensive income (loss).

MARCH 31, 2025SEPTEMBER 30, 2024
CURRENTLONG-TERMCURRENTLONG-TERM
Top-up Rights$4,796 $— $— $6,338 
Secured Convertible Loan Agreement64 — 368 — 
Non-voting Class A preferred shares— — 4,771 — 
Warrants— 2,026 — 7,772 
$4,860 $2,026 $5,139 $14,110 

i.    Top-up Rights
As at March 31, 2025, the Company revalued the top-up-rights (the "Top-up Rights") of British American Tobacco p.l.c ("BAT") to an estimated fair value of $4,796 (September 30, 2024 – $6,338). The Company recorded a decrease in the estimated fair value change of the Top-up Rights for the three and six months ended March 31, 2025 of $20,487 and $1,542 (March 31, 2024 – increase of $713 and $889).

The following inputs were used to estimate the fair value of the Top-up Rights at March 31, 2025 and September 30, 2024:

MARCH 31, 2025
STOCK OPTIONSWARRANTSPSUsRSUsTOP-UP OPTIONS
Average exercise price
$1.20 - $45.08
$3.65$—$—
$1.90 - $9.93
Risk free interest rate
2.45% - 2.49%
2.46%2.45%2.45%2.70%
Expected future volatility of Common Shares
70.00% - 75.00%
75.00%75.00%75.00%40.00%
Expected life (years)
1.77 - 3.51
3.01
2.50
2.07
0.92
Forfeiture rate10%—%25%5%—%

SEPTEMBER 30, 2024
STOCK OPTIONSWARRANTSPSUsRSUsTOP-UP OPTIONS
Average exercise price
$1.20 - $45.08
$2.50$—$—
$1.20 - $2.23
Risk free interest rate
2.78% - 2.89%
2.79%2.83%2.87%3.10%
Expected future volatility of Common Shares
75.00% - 85.00%
75.00%75.00%75.00%60.00%
Expected life (years)
2.14 - 4.40
0.12
5.92
5.18
1.41
Forfeiture rate10%—%25%6%—%

ii.    Secured Convertible Loan Agreement
On May 25, 2023, the Company entered into a secured convertible loan agreement (the “Secured Convertible Loan Agreement”) with Phylos. Under the terms of this agreement, the Company has a commitment to fund US$4.75 million over two tranches within 12 and 24 months from the initial closing date, upon the achievement of certain milestones. This commitment meets the definition of a derivative and the value of such derivative was considered as part of the overall transaction price in the initial recognition of the secured convertible loan and intangible assets. At initial recognition, the Company recognized a derivative liability of $1,424 based on the estimated fair value of the secured convertible loan.

In November, 2023, the Company funded the second tranche of US$2.75 million and a derivative liability of $1,385 was derecognized. Thereafter, in July 2024, the company also funded US$1 million for the third tranche and a derivative liability of
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2025 AND 2024    10

$752 was derecognized. As at March 31, 2025, the Company revalued the commitment to fund the remainder of the third tranche to an estimated fair value of $64 (September 30, 2024 – $368) and recorded a change in fair value of $nil and $304 for the three and six months ended March 31, 2025 (March 31, 2024 – $28 and $412), respectively.

iii.    Non-voting Class A preferred shares (the "Preferred Shares")
In February, 2025, the Company closed the third and final tranche of the follow-on investment by BAT (the "Follow-on BAT Investment") and issued 5,330,728 Preferred Shares. At the time of closing of the final tranche, the Company derecognized the derivative of $2,165. For the three and six months ended March 31, 2025, the Company recognized a fair value gain of $6,266 and $6,937 in the condensed consolidated interim statements of operations and comprehensive income (loss).

iv.    Warrants
During the three and six months ended March 31, 2025, no warrants were exercised. As at March 31, 2025, the Company revalued the derivative liability for warrants to an estimated fair value of $2,026 (September 30, 2024 – $7,772). The Company recorded a decrease in the estimated fair value of the derivative liabilities for the three and six months ended March 31, 2025 of $2,398 and $5,746 (March 31, 2024 – $nil and $nil), respectively.

The following inputs were used to estimate the fair value of the warrants as at March 31, 2025:

MARCH 31, 2025
Risk free interest rate2.57 %
Life of Warrants (years)3.01
Market price of Common Shares$1.47 
Expected future volatility of Common Shares79.60 %
Fair value per Warrant$0.46 

10.    OTHER CURRENT AND LONG-TERM LIABILITIES
The carrying value of other current and long-term liabilities as at March 31, 2025 and September 30, 2024 consists of:

MARCH 31, 2025SEPTEMBER 30, 2024
CURRENTLONG-TERMCURRENTLONG-TERM
Lease liabilities$1,250 $8,232 $1,026 $3,344 
Contingent consideration5,150 12,513 — — 
Deferred consideration1,307 — — — 
Long-term debt55 — 60 25 
$7,762 $20,745 $1,086 $3,369 

11.     PREFERRED SHARES
In February, 2025, the Company closed the third and final tranche of the Follow-on BAT Investment and issued 5,330,728 Preferred Shares of the Company. On initial recognition, these Preferred Shares were measured at a fair value of $15,053. At the time of closing of the first tranche Follow-on BAT Investment, the Company incurred transaction costs of $1,259 and $410 was recognized as prepaid expenses and deposits for the closing of this final tranche. Out of total of $410, $170 was allocated to Preferred Shares and was recognized as an expense in the condensed consolidated interim statements of operations and comprehensive income (loss). Refer to Note 12 (i) for further details.

As at March 31, 2025, the Company revalued the Preferred Shares to an estimated fair value of $35,034 (September 30, 2024 – $31,070. For the three and six months ended March 31, 2025, the Company recognized a fair value gain of $14,825 and $11,089, respectively in the condensed consolidated interim statements of operations and comprehensive income (loss).

12.    SHARE CAPITAL
i.    Issuances of share capital
The Motif Labs Ltd. acquisition
On December 6, 2024, the Company issued 17,233,950 Common Shares in connection with its acquisition of Motif as described in Note 18. The fair value of the Common Shares on the date of issuance was $2.270 per share. Share issuance costs incurred were $71 related to listing fees and were allocated to the Common Shares recorded in share capital.

Follow-on BAT Investment
In February, 2025, the Company closed the third and final tranche of the Follow-on BAT Investment and issued 7,562,447 Common Shares and 5,330,728 Preferred Shares of the Company at a price of $3.2203 per share for gross proceeds of $41,520. On initial recognition, the Company recognized the total consideration for this tranche, which consisted of the recognition of gross proceeds of $41,520 and derecognition the derivative assets of $2,165 for the final tranche. The carrying
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2025 AND 2024    11

amount of the Common Shares issued in the final tranche was measured as the residual of the total consideration for the final tranche and the fair value of the Preferred Shares and derivative assets of $15,053 and $2,165, respectively.

At the time of closing of the first tranche Follow-on BAT Investment, the Company incurred transaction costs of $1,259 and $410 was recognized as prepaid expenses and deposits for the closing of this final tranche. Out of total of $410, $170 was allocated to Preferred Shares and was recognized as an expense in the condensed consolidated interim statements of operations and comprehensive income (loss), while $240 was deducted from the carrying amount of the Common Shares.

In addition to the above transaction costs, the company incurred $99 directly related to issuance of Common shares, which was also deducted from the carrying amount of the Common Shares.

Exercise of restricted share units ("RSU")
During the six months ended March 31, 2025, 452,273 (March 31, 2024 – $409,887) RSUs were exercised for an increase of $1,363 (March 31, 2024 – $1,230) to share capital and a decrease to equity reserves of $1,363 (March 31, 2024 – $1,230).

Exercise of performance share units ("PSU")
During the six months ended March 31, 2025, 1,801 (March 31, 2024 – 2,216) PSUs were exercised for an increase of $15 (March 31, 2024 – $22) to share capital and a decrease to equity reserves of $15 (March 31, 2024 - $22).

ii.    Share-based compensation
During the three and six months ended March 31, 2025, the Company recognized total share-based compensation charges, including those related to production employees which are charged to biological assets and inventory, of $938 and $2,263 (March 31, 2024 – $1,995 and $4,002).

Stock options
The following table summarizes changes in the Company’s outstanding stock options for the six months ended March 31, 2025:

NUMBERWEIGHTED AVERAGE EXERCISE PRICE
Balance - September 30, 2024
2,691,336 $9.89 
Expired(69,562)9.94 
Balance - March 31, 2025
2,621,774 $9.89 

The fair value of options granted during the six months ended March 31, 2025, was $nil (March 31, 2024 – $123) and was estimated using the Black-Scholes option pricing model, taking into account the terms and conditions upon which the options were granted.

For the three and six months ended March 31, 2025, share-based compensation charges, including related to production employees that are charged to biological assets and inventory, were $10 and $23 (March 31, 2024 – $385 and $683), respectively, related to the Company’s stock option plan.

Restricted share units
The following table summarizes the movement in the Company’s outstanding RSUs:

NUMBER
Balance - September 30, 2024
2,973,643 
Granted1,072,336 
Exercised(452,273)
Cancelled / Forfeited(88,578)
Balance - March 31, 2025
3,505,128 

The estimated fair value of the equity settled RSUs granted during the six months ended March 31, 2025 was $2,490 (March 31, 2024 – $6,794), which was based on the Company’s share price at the grant date and will be recognized as an expense over the vesting period of the RSUs, which is over a period of three years for most grants.

For the three and six months ended March 31, 2025, $770 and $1,841 (March 31, 2024 – $1,464 and $3,095), respectively, has been recognized as share-based compensation expense.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2025 AND 2024    12

Performance share units
The following table summarizes the movements in the Company’s outstanding PSUs:
NUMBER
Balance - September 30, 2024
1,117,218 
Granted725,686 
Exercised(1,801)
Cancelled / Forfeited(136,172)
Balance - March 31, 2025
1,704,931 

The estimated fair value of the equity settled PSUs granted during the six months ended March 31, 2025 was $812 (March 31, 2024 – $765), which was based on the Company’s share price at the grant date, adjusted for an estimate of likelihood of forfeiture, and will be recognized as an expense over the vesting period of the PSUs, which is three years for most grants.

For the three and six months ended March 31, 2025, $158 and $399 (March 31, 2024 – $146 and $224), respectively, has been recognized as share-based compensation expense.

13.    RELATED PARTY TRANSACTIONS AND BALANCES
Key management personnel are those persons having the authority and responsibility for planning, directing, and controlling activities of the Company, directly or indirectly. The key management personnel of the Company are the members of the Company’s executive management team and Board of Directors. The transactions are conducted at arm's length and in the normal course of operations.

Management and Board Compensation
For the three and six months ended March 31, 2025 and March 31, 2024, the Company’s expenses included the following management and Board of Directors compensation:
THREE MONTHS ENDED
SIX MONTHS ENDED
MARCH 31, 2025MARCH 31,
2024		MARCH 31, 2025MARCH 31,
2024
Salaries and bonus$1,324 $1,479 $2,626 $3,050 
Share-based compensation646 1,450 1,421 2,387 
Total key management compensation$1,970 $2,929 $4,047 $5,437 

During the three and six months ended March 31, 2025, nil and nil stock options (March 31, 2024 – 62,000 and 62,000), respectively, were granted to key management personnel with an aggregate fair value of $nil and $nil (March 31, 2024 – $123 and $123), respectively. In addition, during the three and six months ended March 31, 2025, nil and 404,905 RSUs (March 31, 2024 – 830,888 and 2,138,542), respectively were granted with a fair value of $nil and $1,538 (March 31, 2024 – $2,116 and $4,300), respectively. For the three and six months ended March 31, 2025, nil and 404,905 PSUs (March 31, 2024 – 16,785 and 678,717), respectively, were issued to key management personnel with an aggregate fair value of $nil and $457 (March 31, 2024 – $25 and $543), respectively.

Significant Transactions with Associates and Joint Operations
The Company has transactions with related parties, as defined in IAS 24 Related Party Disclosures, all of which are undertaken in the normal course of business.

For the three and six months ended March 31, 2025, under the product development collaboration agreement between the Company and BAT dated March 10, 2021, BAT incurred $824 and $1,242 (March 31, 2024 – $1,282 and $2,388), respectively, of direct expenses and the Company incurred $1,450 and $2,924 (March 31, 2024 – $1,746 and $6,770), respectively, of direct expenses and capital expenditures of $nil and $nil (March 31, 2024 – $1 and $95), respectively, related to the center of excellence. The Company recorded in the three and six months ended March 31, 2025, $1,137 and $2,083 (March 31, 2024 – $1,514 and $4,579), respectively of these expenditures within research and development expenses in the condensed consolidated interim statements of operations and comprehensive income (loss). For the three and six months ended March 31, 2025, the Company recorded $nil and $nil (March 31, 2024 – $1 and $48), respectively, of capital expenditures which are included in the condensed consolidated interim statements of financial position.

At March 31, 2025, there is a balance receivable from BAT of $2,001 (September 30, 2024 – $3,169).

In November 2023, the Company entered into a subscription agreement with BAT for a $124.6 million Follow-on BAT Investment, whereby BAT, agreed to subscribe for a total of 38,679,525 shares at a price of $3.2203 per share, subject to the receipt of shareholder approval, certain regulatory approvals and other conditions. In February 28, 2025, the Company closed
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2025 AND 2024    13

the third and final tranche of the Follow-on BAT Investment and issued 7,562,447 Common Shares and 5,330,728 Preferred Shares of the Company .

14.     CAPITAL MANAGEMENT
The Company's capital consists of long-term debt (including current portion), derivative liabilities, preferred shares, share capital, equity reserves, accumulated other comprehensive loss, and accumulated deficit, which at March 31, 2025 is $432,541 (September 30, 2024 - $356,333). Equity reserves is comprised of any amounts recorded with respect to the recognition of share-based compensation expense (stock options, RSUs, or PSUs) and the fair value of warrants issued. Accumulated other comprehensive loss is entirely comprised of fair value changes recorded on the Company's investment in WHC.

The Company manages its capital structure and adjusts it based on funds available to the Company, in order to fund its growth. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative stage of the Company, is reasonable. There were no changes to the Company's approach to capital management during the period.

15.    FAIR VALUE OF FINANCIAL INSTRUMENTS AND FINANCIAL RISK FACTORS
i.Fair value of financial instruments
Financial instruments recorded at fair value on the consolidated statement of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The Company categorizes its fair value measurements according to a three-level hierarchy. The hierarchy prioritizes the inputs used by the Company’s valuation techniques. A level is assigned to each fair value measurement based on the lowest-level input significant to the fair value measurement in its entirety.

The three levels of the fair value hierarchy are described as follows:

•level 1 inputs are quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date;

•level 2 inputs, other than quoted prices included within level 1, that are observable for the asset or liability, either directly or indirectly; and

•level 3 inputs are unobservable inputs for the asset or liability.

The fair values of cash, short term investments, accounts and other receivables, accounts payable and accrued liabilities and restricted funds approximate their carrying amounts due to their short-term nature.

The fair value of the investment in WHC is primarily based on level 3 unobservable inputs and is determined using a market-based approach, based on revenue multiples for comparable companies.

The fair value of the secured convertible loan advanced to Phylos under the Secured Convertible Loan Agreement was determined using the Cox-Ross-Rubinstein binomial lattice option pricing model and has been classified as level 3 in the fair value hierarchy. The fair value of the secured convertible loan was based on certain assumptions, including likelihood, and timing of the federal legalization or decriminalization of cannabis in the United States. Similarly, the fair value of the commitment to fund an additional US $1 million was based on certain assumptions, including the probability of Phylos achieving required milestones.

The fair value of the convertible promissory note issued to OBX was determined using the binomial lattice model. The key assumptions used in the model are OBX stock price, dividend yield, expected future volatility of OBX stock, credit risk-adjusted discounting rate, risk-free rate, and probability and timing of certain qualified events. The credit risk-adjusted discounting rate and the expected equity volatility are based on unobservable inputs and are categorized as Level 3 in the fair value hierarchy.

The fair value of the Top-up Rights is based on level 3 inputs utilized in a Monte Carlo pricing model to estimate the fair value of such Top-up Rights. The key assumptions used in the model are the expected future price of the Company’s Common Shares, the weighted average expected life of the instruments and the expected future volatility of Common Shares.

The fair value of the convertible note advanced to Sanity Group was determined using the binomial lattice model. The key assumptions used in the Model are Sanity Group stock price, dividend yield, expected future volatility of Sanity Group stock, credit risk-adjusted discounting rate, risk-free rate, and probability and timing of certain qualified and non-qualified events. The credit risk-adjusted discounting rate and the expected equity volatility are based on unobservable inputs and are categorized as level 3 in the fair value hierarchy.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2025 AND 2024    14


The fair value of equity interest in the Sanity Group was determined using the option pricing model wherein the current value of the Sanity Group was allocated to the various types of shares based on their rights and preferences. The current value of the Sanity Group was determined using the backsolve approach which benchmarks the original issue price of the Sanity Group's latest funding transaction.

The fair value of derivative warrant liabilities is based on level 1 and 2 inputs utilized in a Black-Scholes option pricing model to estimate the fair value of such warrants. The key assumption used in the model is the expected future volatility in the price of the Company’s Common Shares. If the expected future volatility in the common share price of the Company increased by 10%, the estimated fair value of the derivative warrant liability and net loss would increase by $647, or if it decreased by 10%, the estimated fair value of the derivative warrant liability and net loss would decrease by $683.

The fair value of the Motif's contingent share consideration is primarily based on Level 3 unobservable inputs in a Monte Carlo pricing model. The model simulates daily share price of the Company for twelve months and monitors when the share achieves a volume weighted average trading price, which would trigger the issuance of the contingent shares consideration. The key assumptions used in the model are expected future price and the expected future volatility of the Company's Common Shares.

The fair value of the CPL contingent consideration is primarily based on Level 3 unobservable inputs in a Monte Carlo pricing model. The determination of the fair value of this liability is primarily driven by the Company’s expectations of CPL achieving its milestones. The key inputs used in the model are revenue discount rate, revenue and asset volatility and risk free rate.

The fair value of Preferred Shares is based on level 1, level 2 and level 3 inputs and is determined based on market price and volatility of the Company's Common Shares, risk free rate and discount for lack of marketability.

During the period, there were no transfers of amounts between levels 1, 2 and 3.

For the three and six months ended March 31, 2025, and March 31, 2024, the Company recorded the following fair value changes related to its financial instruments:
THREE MONTHS ENDEDSIX MONTHS ENDED
MARCH 31, 2025MARCH 31,
2024		0MARCH 31, 20250MARCH 31,
2024
Investment in Phylos$(1,048)$(99)$— $(3,519)$— $(203)
Investment in OBX(67)— — (355)— — 
Investment in Sanity Group (convertible loan)(1,678)— — (2,829)— — 
Investment in Sanity Group (common shares)(386)— — (339)— — 
Top-up Rights(20,487)713 — (1,542)— 889 
Commitment to fund third tranche of Phylos convertible loan— 28 — (304)— 412 
Commitment to issue Preferred Shares (6,266)11,887 — (6,937)— 11,887 
Warrants(2,398)— — (5,746)— — 
Preferred shares(14,825)— — (11,089)— — 
$(47,155)$12,529 $— $(32,660)$— $12,985 

Additionally, for the three and six months ended March 31, 2025, and March 31, 2024, the Company also fair valued its investment in WHC and recognized a decrease in fair value of $438 and $198 (March 31, 2024 – decrease of $130 and $185) in the consolidated statements of operations and comprehensive loss within other comprehensive income (loss).

ii.Financial risk factors
The Company is exposed to various risks through its financial instruments, as follows:

(a) Credit risk arises from deposits with banks, short-term investments, outstanding trade and other receivables, restricted funds and other financial assets. For trade receivables, the Company does not hold any collateral as security but mitigates this risk by dealing only with what management believes to be financially sound counterparties and, accordingly, does not anticipate significant loss for non-performance, except potentially from outstanding receivable from one of the international customers. For certain trade and other receivables, management also obtains insurance, guarantees or general security agreements, where applicable. The maximum exposure to credit risk of cash, restricted cash, short-term investments, accounts and other receivables and other financial assets on the statement of financial position at March 31, 2025 approximates $180,931 (September 30, 2024 – $211,306).

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2025 AND 2024    15

As of March 31, 2025 and September 30, 2024, the Company’s aging of trade receivables was as follows:

MARCH 31, 2025SEPTEMBER 30, 2024
0-60 days$45,536 $32,349 
More than 60 days7,125 5,502 
Gross trade receivables$52,661 $37,851 
Less: Expected credit losses and reserve for product returns and price adjustments(5,824)(5,196)
$46,837 $32,655 

(b) Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages its liquidity risk by reviewing its capital requirements and liquidity position on an ongoing basis. At March 31, 2025, the Company had $13,181 (September 30, 2024 – $106,745) of cash (unrestricted) and working capital of $182,879 (September 30, 2024 – $208,897). If necessary, the Company may access additional liquidity through the capital markets, including both debt and equity financing.

The Company is obligated to the following contractual maturities relating to their undiscounted cash flows as at March 31, 2025:

Carrying AmountContractual Cash FlowsLess than
1 year		1 to 3 years3 to 5 yearsMore than
5 years
Accounts payable and accrued liabilities63,001 63,001 63,001 — — — 
Long-term debt55 55 55 — — — 
Lease obligations9,433 12,370 1,892 3,122 3,061 4,295 
$72,489 $75,426 $64,948 $3,122 $3,061 $4,295 

The contractual maturities noted above are based on contractual due dates of the respective financial liabilities.

In connection with the Company’s facilities, the Company is contractually committed to approximately $4,235 of capital expenditures.

(c) Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk for the Company is comprised of interest rate risk.

(d) Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s debt obligations with floating interest rates. The Company has determined that a 1% change in rates would not have a material impact on the interim financial statements.

16.    REVENUE
Net revenue for the Company is defined as gross revenue, which is net of any customer discounts, rebates, and sales returns and recoveries, less excise taxes.

Gross revenue for the three and six months ended March 31, 2025 and March 31, 2024 is disaggregated as follows:

THREE MONTHS ENDED
SIX MONTHS ENDED
MARCH 31, 2025MARCH 31,
2024		MARCH 31, 2025MARCH 31,
2024
Recreational wholesale revenue (Canadian)$93,126 $52,915 $155,760 $107,157 
Direct to patient medical and medical wholesale revenue (Canadian)710 448 1,206 894 
International wholesale (business to business)6,069 2,184 9,399 3,209 
Wholesale to Licensed Producers (Canadian)2,858 1,794 3,204 2,341 
Other revenue— 84 — 94 
Gross revenue$102,763 $57,425 $169,569 $113,695 
Excise taxes(37,163)(19,797)(61,239)(39,612)
Net revenue$65,600 $37,628 $108,330 $74,083 

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2025 AND 2024    16

Recreational revenue is primarily comprised of provincial government bodies and large retailers that sell cannabis through their respective distribution models, whereas international and domestic wholesale revenue is comprised of wholesale shipments to other cannabis companies, including Licensed Producers, for further processing and sales onto their end customers.

During the three and six months ended March 31, 2025, the Company had three and four customers (March 31, 2024 – four and four customers), respectively, that individually represented more than 10% of the Company’s net revenue.

17.    GENERAL AND ADMINISTRATIVE EXPENSES BY NATURE
THREE MONTHS ENDED
SIX MONTHS ENDED
MARCH 31, 2025MARCH 31,
2024		MARCH 31, 2025MARCH 31,
2024
Office and general$4,586 $8,226 $8,027 $11,974 
Wages and benefits6,278 3,924 11,266 7,933 
Professional fees1,480 1,389 2,956 3,736 
Depreciation and amortization2,204 1,108 3,261 1,925 
Travel and accommodation216 143 370 358 
Utilities203 139 320 280 
Total general and administrative expenses$14,967 $14,929 $26,200 $26,206 

18.    ACQUISITION OF SUBSIDIARIES

i.Acquisition of Motif
On December 6, 2024, the Company acquired 100% of the issued and outstanding shares of Motif, a Canadian leader in the vape and infused pre-roll categories backed by a portfolio of strong owned brands, for upfront consideration of $90 million. This included $50 million in cash and $40 million of the Company's common shares priced based on the 30 day trading volume-weighted average price ("VWAP") of $2.3210. In addition, Motif shareholders are entitled to receive an additional contingent consideration of $10 million payable in the Company's common shares, conditional on the Company achieving a price per share exceeding $3.2203 per share, based on the rolling 30-trading day VWAP on the TSX, within 12 months of the date of the transaction. The Company believes that this acquisition will bring economies of scale and by leveraging the combined competitive advantages and respective market positions, the Company will continue to grow in Canada and internationally.

The Company elected not to apply the optional concentration test and, as such, carried out a detailed analysis of inputs, outputs and substantive processes. Included in the identifiable assets acquired and liabilities assumed at the date of acquisition of Motif are inputs (production equipment, manufacturing facility and a sales license), production processes and an organized workforce. The Company has determined that together the acquired inputs and processes significantly contribute to the ability to create revenue. The Company has concluded that the acquired set is a business.

Equity instruments issued
The fair value of the 17,233,950 Common Shares issued was $39,121, based on the TSX-listed share price of $2.27 per share of the Company at the closing on December 5, 2024. The number of Common Shares issued was determined by dividing the total share consideration of $40 million, as per the share purchase agreement, by the 5-day volume-weighted average TSX-listed share price of $2.3210 preceding the closing date.

Acquisition costs
The Company incurred $3,849 in acquisition-related costs for legal fees and due diligence. Of this amount, $3,778 was recorded in the statement of operations and comprehensive loss, while $71 was capitalized as share issuance costs.

Assets acquired and liabilities assumed
The following table summarizes management's provisional recognition of assets acquired and liabilities assumed at the date of acquisition:
FAIR VALUE ON ACQUISITION
Assets
Accounts and other receivable$21,618 
Cash5,055 
Inventories24,474 
Property, plant and equipment19,864 
Right-of-use assets5,744 
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2025 AND 2024    17

Intangible assets34,330 
Prepaid expenses and deposits 1,338 
Total assets$112,423 
Liabilities
Accounts payable and accrued liabilities$27,708 
Lease liability5,681 
Other liabilities12,056 
Loan payable236 
Deferred income taxes10,100 
Total liabilities$55,781 
Total identifiable net assets at fair value$56,642 
Consideration transferred
Cash consideration$52,171 
Equity instruments (17,233,950 Common Shares)
39,121 
Contingent consideration4,472 
Settlement of pre-acquisition relationship(89)
Working capital adjustment(541)
$95,134 
Goodwill arising on acquisition$38,492 

Goodwill arising from the acquisition represents the expected synergies, future income and growth and other intangibles that do not qualify for separate recognition. None of the goodwill recognized is expected to be deductible for tax purposes. The deferred tax liability mainly comprises the tax effect of the accelerated depreciation for tax purposes of tangible and intangible assets.

Contingent Consideration
During the three and six months ended March 31, 2025, a change in fair valuation of $3,899 and $3,899, respectively was recognized in the condensed consolidated interim statements of operations and comprehensive income (loss). As at March 31, 2025, the contingent consideration has been adjusted to $573.


For the three and six months ended March 31, 2025, Motif contributed $42,762 and $50,343 of gross revenue and a net income of $1,213 and $135, respectively to the consolidated results. If the acquisition had occurred on October 1, 2024, management estimates consolidated gross revenue of the Company would have been $200,669 and consolidated net income would have been approximately $19,647 for the six months ended March 31, 2025.

ii.Acquisition of CPL
On March 31, 2025, the Company acquired 100% of the issued and outstanding shares of CPL, a Canadian company operating in the THC and hemp-derived THC beverage categories, supported by a portfolio of strong owned brands, for upfront consideration of $6 million ("Original Consideration"). CPL shareholders are also entitled to receive up to additional consideration of $24 million in contingent consideration, subject to achievement of certain milestone and earnout targets.

The Company elected not to apply the optional concentration test and, as such, carried out a detailed analysis of inputs, outputs and substantive processes. Included in the identifiable assets acquired and liabilities assumed at the date of acquisition of CPL are inputs (formulations), distributor relationships and an organized workforce. The Company has determined that the acquired inputs and processes collectively represent a substantive integrated set that is capable of generating revenue. As such, the Company has concluded that the acquired set meets the definition of a business under IFRS 3.

Acquisition costs
The Company incurred $172 in acquisition-related costs for legal fees and due diligence. This amount was recorded in the condensed consolidated interim statements of operations and comprehensive income (loss).

Assets acquired and liabilities assumed
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2025 AND 2024    18

Because the transaction was closed on the last day of the reporting period, the Company has not yet finalized the purchase accounting including determination of any final working capital adjustment. The following table summarizes management's provisional recognition of assets acquired and liabilities assumed at the date of acquisition:



FAIR VALUE ON ACQUISITION
Assets
Accounts and other receivable$1,243 
Cash118 
Inventories1,072 
Intangible assets15,166 
Prepaid expenses and deposits13 
Total assets$17,612 
Liabilities
Accounts payable and accrued liabilities$1,119 
Deferred income taxes3,809 
Total liabilities$4,928 
Total identifiable net assets at fair value$12,684 
Consideration transferred
Cash consideration$4,893 
Contingent consideration17,090 
Deferred consideration1,307 
Working capital adjustment957 
$24,247 
Goodwill arising on acquisition$11,563 

Goodwill arising from the acquisition represents the expected synergies, future income and growth and other intangibles that do not qualify for separate recognition. None of the goodwill recognized is expected to be deductible for tax purposes. The deferred tax liability mainly comprises the tax effect of the accelerated depreciation for tax purposes of tangible and intangible assets.

Contingent Consideration
The acquisition of CPL includes following milestone and earnout payments (collectively called "Contingent Consideration"):

Milestone Payments
a.If, on or before June 30, 2025, CPL achieves cumulative sales of at least US$500 from its U.S. hemp-derived beverage business, the Company shall, within 30 days of the delivery of the achievement of such milestone, pay the seller a milestone payment ("First Milestone") in the amount of $2 million by wire transfer of immediately available funds to an account designated by the Seller; and

b.If, on or before September 30, 2025, CPL achieves cumulative sales of at least US$1 million from its U.S. hemp-derived beverage business, the Company shall, within 30 days of the delivery of the achievement of such milestone, pay the seller a milestone payment ("Second Milestone") in the amount of $2 million by wire transfer of immediately available funds to an account designated by the Seller

Earnout Payments

a.The first eligible earnout payment (“First Earnout”), if applicable, shall be paid by the end of calendar year 2025 based on 2.5 times the trailing twelve months' net revenue to September 30, 2025, of CPL, less any consideration paid to date, including the Original Consideration, First Milestone and Second Milestone. The First Earnout, if applicable, is to be paid 50% in cash and 50% in the Company's share priced at the five-day TSX VWAP the day prior to settlement; and

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2025 AND 2024    19

b.The second eligible earnout payment (“Second Earnout”), if applicable, shall be paid by the end of calendar 2026 based on 2.5 times the trailing twelve months' net revenue to September 30, 2026, of CPL, less any consideration paid to date, including the Original Consideration, First Milestone, Second Milestone and the First Earnout. The Second Earnout, if applicable, is to be paid 50% in cash and 50% in the Company's share priced at the five-day TSX VWAP the day prior to settlement

As at the acquisition date, the fair value of the contingent consideration was estimated to be $17,090. Of the total contingent consideration, $5,150 is included in the other current liabilities and the remaining amount is included in other long term liabilities.

19.     OPERATING SEGMENTS
An operating segment is a component of the Company for which discrete financial information is available and whose operating results are regularly reviewed by the Company's chief operating decision maker, to make decisions about resources to be allocated to the segment and assess its performance, and that engages in business activities from which it may earn revenue and incur expenses. The Company only has one operating segment.

20.    SUBSEQUENT EVENTS
On April 1, 2025, Organigram Inc. amalgamated Motif Labs Ltd. ("Motif") and continued under the name "Organigram Inc.". This amalgamation is expected to streamline the Company's financial reporting process.

21. COMPARATIVE FIGURES
Certain reclassifications have been made to the prior period comparative figures to enhance comparability with the current period financial statements, none of the reclassifications result in a change to net loss or shareholders' equity.


CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) | FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2025 AND 2024    20

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