Special Warrants Convertible into 6% Unsecured
Convertible Debentures at $6.50 Per Common Share
/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE
SERVICES/
TSX: ACB
VANCOUVER, Nov. 28, 2017 /CNW/ - Aurora Cannabis Inc. (the
"Company" or "Aurora") (TSX: ACB) today announced that, further to
its news release dated November 16,
2017, the Company has completed its offering of 115,000
special warrants (the "Initial Special Warrants"), including the
exercise, in full, of the over-allotment option (the "Special
Warrants"), through Canaccord Genuity Corp. ("Canaccord Genuity" or
the "Agent") for gross proceeds of $115
million (the "Offering").
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.
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").
Upon a change of control of the Company, holders of the
Debentures will have the right to require the Company to repurchase
their Debentures, in whole or in part, on the date that is 30 days
following the 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.
All securities issued in connection with the Offering are
subject to a statutory four month hold period, subject to the
earlier filing of a Qualification Prospectus with the Securities
Commissions qualifying such securities for resale, as applicable.
There is no assurance that a Qualification Prospectus will be filed
or that a receipt therefor will be obtained prior to the expiry of
the statutory four month hold period.
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.
The Company intends to use the net proceeds of the Offering for
working capital requirements, planned facilities expansion and
other general corporate purposes.
The securities 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, as well as is completing a fourth facility
in Lachute, Quebec through its
wholly owned subsidiary Aurora Larssen Projects Ltd.
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 includes statements containing certain
"forward-looking information" within the meaning of applicable
securities law ("forward-looking statements"), including, but not
limited to, statements with respect to the proposed use of proceeds
from the Offering. 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 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.
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.