ISSUER FREE WRITING PROSPECTUS
Filed pursuant to Rule 433
Registration Statement No.: 333-254096
Dated May 27, 2022
Aurora Cannabis Inc.
Treasury Offering of Units
May 27, 2022
A final base shelf prospectus containing important information
relating to the securities described in this document has been
filed with the securities regulatory authorities in each of the
provinces of Canada (except Québec). A copy of the final base shelf
prospectus, any amendment to the final base shelf prospectus and
any applicable shelf prospectus supplement that has been filed, is
required to be delivered with this document.
The Company has filed a registration statement (including a
prospectus) with the United States Securities and Exchange
Commission (“SEC”) for the offering to which this communication
relates. Before you invest, you should read the prospectus in that
registration statement and other documents the Company has filed
with the SEC for more complete information about the Company and
this offering. You may get these documents for free by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, the
Company, any underwriter or any dealer participating in the
offering will arrange to send you the prospectus if you may request
in Canada from Canaccord Genuity Corp., 161 Bay Street, Suite 3000,
Toronto, ON M5J 2S1 and in the United States from Canaccord Genuity
LLC, 99 High Street, Suite 1200, Boston, Massachusetts 02110, Attn:
Syndicate Department, by telephone at (617) 371-3900, or by email at
prospectus@canaccordgenuity.com.
Investing in securities of the Company involves a high degree of
risk. You should carefully review the risks outlined in the final
base shelf prospectus (together with any prospectus supplement) and
in the documents incorporated by reference in the final base shelf
prospectus and any prospectus supplement and consider such risks in
connection with an investment in such securities. See “Risk
Factors” in the final base shelf prospectus. 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 in the
final base shelf prospectus. Prospective investors should read the
tax discussion contained in the applicable prospectus supplement
with respect to the offering described herein.
This document does not provide full disclosure of all material
facts relating to the securities offered. Investors should read the
final base shelf prospectus, any amendment and any applicable shelf
prospectus supplement for disclosure of those facts, especially
risk factors relating to the securities offered, before making an
investment decision.
Indicative Terms and Conditions – For Discussion
Purposes Only
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| Issuer: |
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Aurora Cannabis Inc. (“Aurora” or the
“Company”). |
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| Amount: |
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US$150,001,250 with an additional 15%
over-allotment option. |
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| Issue: |
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Treasury offering of 61,225,000 units of the
Company (“Units”). |
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| Issue Price |
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US$2.45 per Unit. |
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| Units: |
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Each Unit consists of one common share of the
Issuer (a “Share”) and one common share purchase warrant (a
“Warrant”). |
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| Common Share Purchase Warrants: |
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Each Warrant will entitle the holder to acquire
one Share from the Company at a price of US$3.20 per Share for a
period of 36 months following Closing. |
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| Over-Allotment Option: |
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The Company has granted the underwriters an
option, exercisable at the Issue Price at any time up to 30 days
following the closing of the offering, to purchase up to an
additional 15% of the offering (which may be comprised of the
acquisition of additional Units, Shares and/or Warrants) to cover
overallotments, if any. |
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| Use of Proceeds: |
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The Company intends to use the net proceeds of the
offering for general corporate purposes. |
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| Listing: |
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Application will be made to list the Common Shares
on the Toronto Stock Exchange (the “TSX”) and on the Nasdaq Global
Select Market (the “NASDAQ”) and the Warrants on the TSX. Listing
will be subject to fulfilling all the listing requirements of the
TSX and NASDAQ, respectively, including distribution of the
Warrants to a minimum number of public security holders. The
existing common shares of the Company are listed on the TSX under
the symbol “ACB” and the NASDAQ under the symbol “ACB”. |