NYSE | TSX :
ACB
Introduces Aurora
Hemp: A Global Hemp Leader Focused on CBD and Organic Hemp
Food Products
EDMONTON, Aug. 19, 2019 /PRNewswire/ - Aurora Cannabis Inc.
("Aurora" or the "Company") (NYSE | TSX: ACB), the Canadian company
defining the future of cannabis worldwide, is pleased to announce
today the completion of the previously announced plan of
arrangement (the "Arrangement") with Hempco Food and Fiber Inc.
("Hempco") (TSX-V: HEMP) pursuant to which Aurora has acquired all
of the issued and outstanding common shares of Hempco ("Hempco
Shares") not already owned by Aurora, reflecting a valuation of
approximately C$63.4 million on a
fully diluted basis. Hempco is now a wholly-owned subsidiary of
Aurora. The Hempco Shares will be delisted from the TSX Venture
Exchange, and Aurora will apply to the relevant securities
commissions for Hempco to cease to be a reporting issuer under
Canadian securities laws.
Hempco provides Aurora with access to low-cost, high-volume raw
hemp material for the extraction of primarily cannabidiol ("CBD")
and other cannabinoids, which is gaining recognition for potential
health benefits across a wide range of applications. Aurora
identified the potential of hemp-derived CBD early on, completing
its first investment in Hempco in 2017, and has subsequently
expanded its hemp-based infrastructure through targeted
acquisitions and strategic partnerships, creating Aurora Hemp: an integrated operating unit
executing the Company's Global Hemp Strategy. With expertise across
genetics, extraction, product development, brands and distribution,
Aurora Hemp is an end-to-end
offering across the entire hemp value chain:
- Hempco, a trusted and respected pioneer, innovator and
provider of quality, hemp-based foods, hemp fiber, and hemp
nutraceuticals. Brands include PLANET HEMP™ and PRAISE, hemp-based
foods and nutritional supplements for people and animals. Hempco is
nearing completion of a new, state-of-the-art Nisku facility, a 56,000 square foot, 2.9
million kg per year hemp processing facility.
- Agropro, Europe's
largest producer of organic hemp and hemp-based food products has
extensive experience in sowing seeds, growing, machine harvesting,
drying and cleaning biomass in preparation for food processing or
extraction into CBD.
- Borela, a processor and distributor across the European
Union of organic hulled hemp seeds, hemp seed protein, hemp flour,
and hemp seed oil.
- ICC Labs, a Latin American based producer and
distributor of cannabinoid products for recreational and medicinal
use with operations in Uruguay and
Colombia. ICC has access to high
CBD hemp genetics available for export to international
jurisdictions.
- Anandia Labs, the industry leader in science, genetics,
and independent cannabis product testing to provide rigorous
product testing and quality assurance, ensuring safe and
efficacious consumer products.
- Radient Technologies, a provider of industrial-scale
manufacturing solutions with a technology platform designed for
high extraction and high-volume throughput of cannabinoids
available in the plant biomass.
- UFC Clinical Research and Product Development, through
this partnership Aurora and UFC will research and examine the use
of hemp-derived CBD as an effective treatment for pain,
inflammation, wound-healing, and recovery on MMA athletes. Research
data will then be used to drive the development of a portfolio of
science-backed, high-quality, hemp-derived CBD topical treatments,
under the new high-performance sports brand ROAR Sports.
"Aurora is defining the future of cannabis and hemp, globally,"
said Terry Booth, CEO of Aurora.
"Through the addition of Hempco, we have assembled a world-class
portfolio of high-quality hemp assets that together form the basis
of a strong new operating division that will develop CBD-from-hemp
around the world. Aurora Hemp brings
together the cultivars, strategic partners, brands, and
distribution networks to service medical, consumer, and wellness
markets and further advances Aurora's entry into the US hemp food
and hemp-derived CBD markets."
Skirmantas Nikštelė, CEO of Agropro added, "In addition to our
established hemp-based food operations, our proprietary hemp
propagation, harvesting, drying, and post-harvest processing
technology provides the scale and efficiency required to service
the global demand for high-quality, CBD-from-hemp products. With
integrated assets across the hemp value chain, Aurora Hemp is uniquely positioned to deliver a
diversified suite of products to our customers."
Transaction Details
Under the Arrangement, each Hempco shareholder will receive
$1.04 per Hempco Share, payable in
common shares of Aurora (the "Aurora Shares") at a deemed value of
$12.01 per Aurora Share, resulting in an exchange ratio of
approximately 0.08659 Aurora Shares for each Hempco Share. To give
effect to the Arrangement, Aurora has issued a total of 2,610,642
Aurora Shares and reserved for issuance a total of 242,602 Aurora
Shares issuable in lieu of Hempco Shares upon exercise of
outstanding Hempco stock options. The number of Aurora Shares
issued and issuable to give effect to the Arrangement represents in
the aggregate approximately 0.26% of the outstanding Aurora
Shares.
The Arrangement was approved at a special meeting held for
Hempco shareholders on August 13,
2019 by approximately 98.84% of the votes cast by Hempco
shareholders (93.66% after excluding the votes of Aurora as
required to be excluded pursuant to Multilateral Instrument 61-101
- Protection of Minority Security Holders in Special
Transactions for the purposes of determining minority approval
for the Arrangement). Final approval for the Arrangement was
obtained from the Supreme Court of British Columbia on August 15, 2019.
Full details of the Arrangement and certain other matters are
set out in the management information circular of Hempco dated
July 12, 2019 (the "Hempco
Circular"). A copy of the Hempco Circular and other meeting
materials can be found under Hempco's profile on SEDAR at
www.sedar.com.
About Aurora
Headquartered in Edmonton, Alberta,
Canada with funded capacity in excess of 625,000 kg per
annum and sales and operations in 25 countries across five
continents, Aurora is one of the world's largest and leading
cannabis companies. Aurora is vertically integrated and
horizontally diversified across every key segment of the value
chain, from facility engineering and design to cannabis breeding
and genetics research, cannabis and hemp production, derivatives,
high value-add product development, home cultivation, wholesale and
retail distribution.
Highly differentiated from its peers, Aurora has established a
uniquely advanced, consistent and efficient production strategy,
based on purpose-built facilities that integrate leading-edge
technologies across all processes, defined by extensive automation
and customization, resulting in the massive scale production of
high-quality consistent product. Designed to be replicable and
scalable globally, our production facilities are designed to
produce cannabis at significant scale, with high quality,
industry-leading yields, and low-per gram production costs. Each of
Aurora's facilities is built to meet European Union Good
Manufacturing Practices ("EU GMP") standards. Certification has
been granted to Aurora's first production facility in Mountain View
County, the MedReleaf Markham facility, and its wholly owned
European medical cannabis distributor Aurora Deutschland. All
Aurora facilities are designed and built to the EU GMP
standard.
In addition to the Company's rapid organic growth and strong
execution on strategic M&A, which to date includes 17 wholly
owned subsidiary companies – MedReleaf, CanvasRX, Peloton
Pharmaceutical, Aurora Deutschland, H2 Biopharma, BC Northern
Lights, Larssen Greenhouses, CanniMed Therapeutics, Anandia,
HotHouse Consulting, MED Colombia, Agropro, Borela, ICC Labs,
Whistler, Chemi Pharmaceutical, and Hempco – Aurora is
distinguished by its reputation as a partner and employer of choice
in the global cannabis sector, having invested in and established
strategic partnerships with a range of leading innovators,
including: Radient Technologies Inc. (TSXV: RTI), Cann Group Ltd.
(ASX: CAN), Micron Waste Technologies Inc. (CSE: MWM), Choom
Holdings Inc. (CSE: CHOO), CTT Pharmaceuticals (OTCC: CTTH),
Alcanna Inc. (TSX: CLIQ), High Tide Inc. (CSE: HITI), EnWave
Corporation (TSXV: ENW), Capcium Inc. (private), Evio Beauty Group
(private), and Wagner Dimas (private).
Aurora's Common Shares trade on the TSX and NYSE under the
symbol "ACB", and is a constituent of the S&P/TSX Composite
Index.
For more information about Aurora, please visit our investor
website, investor.auroramj.com
Terry Booth, CEO
Aurora Cannabis Inc.
Forward looking statements
This news release includes statements containing certain
"forward-looking information" within the meaning of applicable
securities law ("forward-looking statements"). 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 in this
news release include, but are not limited to statements with
respect to: results of operations, anticipated benefits and cost
synergies associated with the Arrangement, internal expectations,
estimated margins, expectations for future growing capacity, costs
and opportunities, the effect of the Arrangement on the combined
company and its future strategy, plans, objectives, goals, targets
and future developments, the completion of any capital projects or
expansions, the anticipated timing for the de-listing of Hempco
from the TSX Venture Exchange and for Hempco to cease to be a
reporting issuer. 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.
Hempco shareholders are urged to carefully read the Hempco
Circular and related materials in their entirety as they contain
important information regarding the Arrangement and its
consequences to Hempco shareholders.
Neither the TSX, NYSE nor their Regulation Services Provider
(as that term is defined in the policies of the TSX and NYSE)
accepts responsibility for the adequacy or accuracy of this
release.
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SOURCE Aurora Cannabis Inc.