/NOT FOR DISSEMINATION IN THE UNITED
STATES OR THROUGH U.S. NEWSWIRE SERVICES/
Special Warrants Convert into 6% Unsecured
Convertible Debentures at $6.50 Per
Common Share
TSX:ACB
VANCOUVER, Nov. 16, 2017 /CNW/ - Aurora Cannabis Inc. –
(the "Company" or "Aurora") (TSX: ACB) announced today that it has
entered into an agreement with Canaccord Genuity Corp. ("Canaccord
Genuity" or the "Agent"), pursuant to which Canaccord Genuity has
agreed, on an agency basis, to arrange for purchasers of up to
100,000 special warrants (the "Initial Special Warrants"), at a
price of $1,000 per Initial Special
Warrant, for gross proceeds of up to $100
million (the "Offering").
Aurora has also granted Canaccord Genuity an option (the
"Option"), exercisable up to the day prior to closing of the
Offering, to arrange for purchasers of up to an additional 15,000
special warrants (the "Additional Special Warrants" and, together
with the Initial Special Warrants, the "Special Warrants") for
additional gross proceeds of $15
million. If the Option is exercised in full, the aggregate
gross proceeds of the Offering will be $115
million.
"The size and favourable terms of this Offering are a
recognition of our powerful growth and industry-leading execution,
and reflect Aurora's maturity, discipline and dominant position
within the global cannabis sector," said Terry Booth, CEO. "Upon closing of this
Offering, and with the anticipated gross proceeds on conversion of
our recently accelerated warrants, Aurora's pro-forma cash position
will exceed an unprecedented $340
million. We will deploy that capital carefully but
strategically to further accelerate our domestic and international
expansion plans, and to seize additional opportunities to
differentiate Aurora from other producers."
Each Special Warrant shall be automatically exercisable (without
payment of any further consideration and subject to customary
anti-dilution adjustments) into $1,000 principal amount of 6% unsecured
convertible debentures of the Company (the "Debentures") on the
date (the "Automatic Exercise Date") that is the earlier of: (i)
the date that is three business days following the date on which
the Company obtains a receipt from the applicable securities
regulatory authorities in Canada
(the "Securities Commissions") for a (final) short form prospectus
qualifying the distribution of the Debentures issuable upon
exercise of the Special Warrants (the "Qualification Prospectus"),
and (ii) the date that is four months and one day after the Closing
Date (as hereinafter defined).
Purchasers shall be entitled to interest on the Special Warrants
at a rate of 6.0% per annum from the Closing Date until the
Automatic Exercise Date.
The Company will use its commercially reasonable efforts to
obtain a receipt from the securities regulatory authorities in each
of the provinces in Canada other
than Quebec (the "Securities
Commissions") for the Qualification Prospectus before the date
that is two weeks following the Closing Date; provided, however,
that there is no assurance that a Qualification Prospectus will be
filed or that a receipt therefor will be issued by the Securities
Commissions prior to the expiry of the statutory four month hold
period.
The Debentures will have a maturity date of 5 years from the
Closing Date of the Offering (the "Maturity Date") will bear
interest from the Automatic Exercise Date at 6% per annum, payable
semi-annually on June 30 and
December 31 of each year. The
Debentures will be convertible, at the option of the holder, into
common shares of the Company ("Common Shares") at any time prior to
the close of business on the Maturity Date at a conversion price of
$6.50 per Common Share (the
"Conversion Price").
Beginning on the date that is four months plus one day following
the closing date, the Company may force the conversion of all of
the principal amount of the then outstanding Debentures at the
Conversion Price on not less than 30 days prior written notice
should the daily volume weighted average trading price of the
Common Shares be greater than $9.00
for any 10 consecutive trading days.
Upon a change of control of the Company, holders of the
Debentures will have the right to require the Company to repurchase
their Convertible Debentures, in whole or in part, on the date that
is 30 days following the giving of notice of the change of control,
at a price equal to 104% of the principal amount of the Debentures
then outstanding plus accrued and unpaid interest thereon (the
"Offer Price"). If 90% or more of the principal amount of the
Debentures outstanding on the date of the notice of the change of
control have been tendered for redemption, the Company will have
the right to redeem all of the remaining Debentures at the Offer
Price.
The Offering is in the form of a private placement (i) in each
of the provinces of Canada (other
than Quebec), (ii) in the United States only to Qualified
Institutional Buyers (within the meaning of Rule 144A), and in each
case in compliance with the securities laws of the applicable
states of the United States, to
investors that the Underwriters have reasonable grounds to believe
and do believe are Qualified Institutional Buyers, and (iii)
outside Canada and the United States on a basis which does not
require the qualification or registration of any of the Special
Warrants, Debentures or Common Shares.
Closing of the Offering is expected to occur on or about
November 24, 2017 (the "Closing
Date"). The Offering is subject to certain conditions including,
but not limited to, the receipt of all necessary regulatory and
stock exchange approvals, including the approval of the Toronto
Exchange. In connection with the Offering, the Agent will receive a
cash commission of 3.25% of the gross proceeds.
The securities being offered have not been, nor will they be,
registered under the United States
Securities Act of 1933, as amended, and may not be offered
or sold in the United States or
to, or for the account or benefit of, U.S. persons absent
registration or an applicable exemption from the registration
requirements. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of the securities in any State in which such offer,
solicitation or sale would be unlawful.
About Aurora
Aurora's wholly-owned subsidiary, Aurora Cannabis Enterprises
Inc., is a licensed producer of medical cannabis pursuant to Health
Canada's Access to Cannabis for Medical Purposes Regulations
("ACMPR"). The Company operates a 55,200 square foot,
state-of-the-art production facility in Mountain View County,
Alberta, known as "Aurora
Mountain", a second 40,000 square foot high-technology production
facility known as "Aurora Vie" in Pointe-Claire, Quebec on Montreal's West Island, and is currently
constructing an 800,000 square foot production facility, known as
"Aurora Sky", at the Edmonton
International Airport.
In addition, the Company holds approximately 9.6% of the issued
shares (12.9% on a fully-diluted basis) in leading extraction
technology company Radient Technologies Inc., based in Edmonton, and is in the process of completing
an investment in Edmonton-based
Hempco Food and Fiber for an ownership stake of up to 50.1%.
Furthermore, Aurora is the cornerstone investor with a 19.9% stake
in Cann Group Limited, the first Australian company licensed to
conduct research on and cultivate medical cannabis. Aurora also
owns Pedanios, a leading wholesale importer, exporter, and
distributor of medical cannabis in the European Union, based in
Germany. The Company offers
further differentiation through its acquisition of BC Northern
Lights Ltd. and Urban Cultivator Inc., industry leaders,
respectively, in the production and sale of proprietary systems for
the safe, efficient and high-yield indoor cultivation of cannabis,
and in state-of-the-art indoor gardening appliances for the
cultivation of organic microgreens, vegetables and herbs in home
and professional kitchens. Aurora's common shares trade on the TSX
under the symbol "ACB".
On behalf of the Board of Directors,
AURORA CANNABIS INC.
Terry Booth
CEO
This news release contains certain "forward-looking
statements" within the meaning of such statements under applicable
securities law. Forward-looking statements are frequently
characterized by words such as "plan", "continue", "expect",
"project", "intend", "believe", "anticipate", "estimate", "may",
"will", "potential", "proposed" and other similar words, or
statements that certain events or conditions "may" or "will" occur.
These statements are only predictions. Various assumptions were
used in drawing the conclusions or making the projections contained
in the forward-looking statements throughout this news release.
Forward-looking statements include, but are not limited to, the
successful completion of the Offering and the use of proceeds of
the Offering and the Company's intention to continue international
and domestic expansion. Forward-looking statements are based
on the opinions and estimates of management at the date the
statements are made, and are subject to a variety of risks and
uncertainties and other factors that could cause actual events or
results to differ materially from those projected in the
forward-looking statements. The Company is under no obligation, and
expressly disclaims any intention or obligation, to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as expressly
required by applicable law. A more complete discussion of the risks
and uncertainties facing the Company appears in the Company's
Annual Information Form and continuous disclosure filings, which
are available at www.sedar.com.
Neither TSX nor its Regulation Services Provider (as that
term is defined in the policies of Toronto Stock Exchange) accepts
responsibility for the adequacy or accuracy of this
release.
SOURCE Aurora Cannabis Inc.