5.0% Unsecured Convertible Debentures;
Largest Bought Deal Financing in Canadian Cannabis
Sector
/NOT FOR DISSEMINATION
IN THE UNITED STATES OR THROUGH
U.S. NEWSWIRE SERVICES/
TSX:ACB
VANCOUVER, Jan. 5, 2018 /CNW/ - Aurora Cannabis Inc. – (the
"Company" or "Aurora") (TSX: ACB) announced today that it has
entered into an agreement with a syndicate of underwriters, led by
Canaccord Genuity Corp. ("Canaccord Genuity"), pursuant to which
Canaccord Genuity has agreed to purchase, on a bought deal basis,
200,000 convertible debentures (the "Initial Convertible
Debentures"), at a price of $1,000
per Initial Convertible Debenture, for gross proceeds of
$200 million (the "Offering").
Aurora has also granted Canaccord Genuity an option (the
"Option"), exercisable up to 30 days after closing of the Offering,
to purchase up to an additional 30,000 convertible debentures (the
"Additional Convertible Debentures" and, together with the Initial
Convertible Debentures, the "Convertible Debentures") for
additional gross proceeds of $30
million. If the Option is exercised in full, the aggregate
gross proceeds of the Offering will be $230
million.
The Convertible Debentures will have a maturity date of two
years from the closing date of the Offering (the "Maturity Date")
and will bear interest from the date of closing at 5.0% per annum,
payable semi-annually on June 30 and
December 31 of each year. The
Convertible 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 last business day
immediately preceeding the Maturity Date at a conversion price of
$13.05 per Common Share (the
"Conversion Price"). The Company may force the conversion of the
principal amount of the then outstanding Convertible Debentures at
the Conversion Price on not less than 30 days' notice should the
daily volume weighted average trading price of the Common Shares be
greater than $17.00 for any 10
consecutive trading days.
"This is the largest bought deal financing to date in
the Canadian cannabis sector, and represents a tremendous
vote of confidence in Aurora's business strategy, consistent
execution and accretive deployment of resources," said
Terry Booth, CEO. "Our unparalleled
balance sheet, capital markets strength, and
consistently decreasing cost of
capital position us ideally to execute on multiple
attractive opportunities in Canada
and around the world."
Upon a change of control of the Company, holders of the
Convertible 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 Convertible Debentures then outstanding plus accrued and
unpaid interest thereon (the "Offer Price"). If 90% or more
of the principal amount of the Convertible 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 Convertible Debentures at the Offer Price.
The Offering is in the form of a bought deal public offering (i)
in each of the provinces and territories 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 Convertible Debentures
or Common Shares.
Closing of the Offering is expected to occur on or about
January 31, 2018 (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 Toronto Stock
Exchange.
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, 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 17.23% of the
issued shares 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 22.9% 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.