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