THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SEC
PASSED UPON THE ACCURACY OR THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.
Investing in Securities of the Company involves a high degree of
risk. You should carefully review the risks outlined in this
Prospectus (together with any Prospectus Supplement) and in the
documents incorporated by reference in this Prospectus and any
Prospectus Supplement and consider such risks in connection with an
investment in such Securities. See “Risk Factors”.
Prospective investors should be aware that the acquisition of
the Securities described herein may have tax consequences both in
the United States and in Canada. Such consequences for investors
who are resident in, or citizens of, the United States may not be
described fully herein. Prospective investors should read the tax
discussion contained in the applicable Prospectus Supplement with
respect to a particular offering of Securities.
The specific terms of the Securities with respect to a particular
offering will be set out in one or more Prospectus Supplements and
may include, where applicable: (i) in the case of Common
Shares, the number of Common Shares offered, the offering price and
any other specific terms; (ii) in the case of Warrants or
Options, the number of Warrants or Options offered, the offering
price, the designation, number and terms of the Common Shares
issuable upon exercise of the Warrants or Options, any procedures
that will result in the adjustment of these numbers, the exercise
price, dates and periods of exercise, the currency in which the
Warrants or Options are issued and any other specific terms;
(iii) in the case of Subscription Receipts, the number of
Subscription Receipts offered, the offering price, the procedures
for the exchange of the Subscription Receipts for Common Shares or
Warrants, as the case may be, and any other specific terms;
(iv) in the case of Debt Securities, the specific designation,
aggregate principal amount, the currency or the currency unit for
which the Debt Securities may be purchased, the maturity, interest
provisions, authorized denominations, offering price, covenants,
events of default, any terms for redemption, any exchange or
conversion terms, whether the debt is senior, senior subordinated
or subordinated, whether the debt is secured or unsecured and any
other terms specific to the Debt Securities being offered; and
(v) in the case of Units, the designation, number and terms of
the Common Shares, Warrants, Options, Subscription Receipts or Debt
Securities comprising the Units. Where required by statute,
regulation or policy, and where Securities are offered in
currencies other than Canadian dollars, appropriate disclosure of
foreign exchange rates applicable to the Securities will be
included in the Prospectus Supplement describing the
Securities.
In addition, the Debt Securities that may be offered may be
guaranteed by certain direct and indirect subsidiaries of Aurora
with respect to the payment of the principal, premium, if any, and
interest on the Debt Securities. The Company expects that any
guarantee provided in respect of senior Debt Securities would
constitute a senior and unsecured obligation of the applicable
guarantor. For a more detailed description of the Debt Securities
that may be offered, see “Description of Securities – Debt
Securities - Guarantees”, below.
All information permitted under applicable securities legislation
to be omitted from the Prospectus will be contained in one or more
Prospectus Supplements that will be delivered to purchasers
together with the Prospectus. Each Prospectus Supplement will be
incorporated by reference into the Prospectus for the purposes of
applicable securities legislation as of the date of the Prospectus
Supplement and only for the purposes of the distribution of the
Securities to which the Prospectus Supplement pertains. Investors
should read the Prospectus and any applicable Prospectus Supplement
carefully before investing in the Securities.
This Prospectus constitutes a public offering of the Securities
only in those jurisdictions where they may be lawfully offered for
sale and only by persons permitted to sell the Securities in such
jurisdictions. We may offer and sell Securities to, or through,
underwriters, dealers or selling securityholders, directly to one
or more other purchasers, or through agents pursuant to exemptions
from registration or qualification under applicable securities
laws. A Prospectus Supplement relating to each issue of Securities
will set forth the names of any underwriters, dealers, agents or
selling securityholders involved in the offering and sale of the
Securities and will