EXPLANATORY NOTE
This Registration Statement on Form 8-A is being filed by Aurora Cannabis Inc. (the Company,
we or us), a corporation incorporated under the laws of British Columbia, Canada, with the U.S. Securities and Exchange Commission (the SEC) in connection with the registration of its common
shares, without par value (the Common Shares), under Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the transfer of the listing of its Common Shares from the
New York Stock Exchange to The Nasdaq Global Select Market (the Nasdaq).
Item 1. Description of Registrants Securities to be
Registered.
The Companys authorized share capital consists of (i) an unlimited number of Common Shares without par value, (ii) an
unlimited number of Class A Shares, with a par value of $1.00 and the special rights and restrictions set out in its Constituting Documents; and (iii) an unlimited number of Class B Shares with a par value of $5.00 and
the special rights and restrictions set out in its Constituting Documents. The class of shares of the Company to be registered is the Common Shares.
The
holders of Common Shares are entitled to receive notice of any meeting of the shareholders of the Company and to attend and vote thereat, except those meetings at which only the holders shares of another class or of a particular series are entitled
to vote. Each Common Share entitles its holder to one vote. The holders of Common Shares are entitled to receive on a pro-rata basis such dividends as the board of directors may declare out of funds
legally available therefor. In the event of the dissolution, liquidation, winding-up or other distribution of the Companys assets, such holders are entitled to receive on a pro-rata basis all of the assets of the Company remaining after payment of all of the liabilities. The Common Shares carry no pre-emptive or conversion
rights.
There are no provisions in the Companys constituting documents, consisting of its Notice of Articles and Articles under the British
Columbia Business Corporations Act (the Constituting Documents) that discriminate against any existing or prospective holder of Common Shares as a result of such shareholder holding a certain level of Common Shares. Applicable
Canadian securities laws contain certain requirements for shareholders that own Common Shares above a certain percentage. Shareholder ownership must be publicly disclosed in accordance with Canadian securities law by any shareholder who beneficially
owns or exercises control or direction over 10% or more of our outstanding Common Shares. This is in addition to beneficial ownership reporting requirements applicable to shareholders under Section 13(d) of the Exchange Act.
With the exception of the potential effect of the ability of our board of directors to issue an unlimited number of Common Shares, there is no provision in
the Companys Constituting Documents that would have an effect of delaying, deferring or preventing a change in control of the Company.
The transfer
agent and registrar for the Common Shares of the Company is Computershare Trust Company of Canada at its principal office in Vancouver, British Columbia and Toronto, Ontario, and the
United States co-transfer agent for the Common Shares is Computershare Trust Company, N.A., at its office in Canton, Massachusetts.
Exchange Controls
Canada has no system of
exchange controls. There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors. There are no laws in Canada or exchange restrictions
affecting the remittance of dividends, profits, interest, royalties and other payments to non-resident holders of the Companys securities, except as discussed below under Taxation.
Foreign Constraints
There are no limitations
under the laws of Canada or in the Constituting Documents on the right of foreigners to hold or vote securities of the Company, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain
acquisitions of control of the Company by a non-Canadian. The threshold for acquisitions of control under the Investment Canada Act is generally defined as being one-third or more of the voting shares of the Company. Non-Canadian generally means an individual who is not a Canadian citizen, or a corporation, partnership,
trust or joint venture that is ultimately controlled by non-Canadians.