Full Press Release Details
AURORA CANNABIS INC.
COMPUTERSHARE TRUST COMPANY OF CANADA
Providing for the Issue of
| Page | ||||||
| ARTICLE 1 INTERPRETATION | 2 | |||||
| 1.1 | Definitions | 2 | ||||
| 1.2 | Words Importing the Singular | 6 | ||||
| 1.3 | Interpretation not Affected by Headings | 6 | ||||
| 1.4 | Day not a Business Day | 7 | ||||
| 1.5 | Time of the Essence | 7 | ||||
| 1.6 | Governing Law | 7 | ||||
| 1.7 | Meaning of outstanding for Certain Purposes | 7 | ||||
| 1.8 | Currency | 7 | ||||
| 1.9 | Termination | 7 | ||||
| 1.10 | Calculations | 7 | ||||
| ARTICLE 2 APPOINTMENT OF WARRANT AGENT | 8 | |||||
| 2.1 | Appointment of Warrant Agent | 8 | ||||
| ARTICLE 3 ISSUE OF WARRANTS | 8 | |||||
| 3.1 | Issue of Warrants | 8 | ||||
| 3.2 | Form and Terms of Warrants | 8 | ||||
| 3.3 | Signing of Warrant Certificates | 9 | ||||
| 3.4 | Authentication or Certification by the Warrant Agent | 9 | ||||
| 3.5 | Warrantholder not a Shareholder, etc. | 10 | ||||
| 3.6 | Issue in Substitution for Lost Warrant Certificates | 10 | ||||
| 3.7 | Warrants to Rank Pari Passu | 11 | ||||
| 3.8 | Registration and Transfer of Warrants | 11 | ||||
| 3.9 | Registers Open for Inspection | 12 | ||||
| 3.10 | Exchange of Warrant Certificates | 12 | ||||
| 3.11 | Ownership of Warrants | 12 | ||||
| 3.12 | Book-Based System Warrants | 12 | ||||
| 3.13 | Adjustment of Exchange Basis | 14 | ||||
| 3.14 | Rules Regarding Calculation of Adjustment of Exchange Basis | 18 | ||||
| 3.15 | Postponement of Subscription | 19 | ||||
| 3.16 | Notice of Adjustment | 20 | ||||
| 3.17 | No Action after Notice | 20 | ||||
| 3.18 | Optional Purchases by the Company | 21 | ||||
| 3.19 | Protection of Warrant Agent | 21 | ||||
| ARTICLE 4 EXERCISE OF WARRANTS | 21 | |||||
| 4.1 | Method of Exercise of Warrants | 21 | ||||
| 4.2 | Cashless Exercise | 23 | ||||
| 4.3 | No Fractional Warrant Shares | 24 | ||||
| 4.4 | Effect of Exercise of Warrants | 24 | ||||
| 4.5 | Cancellation of Warrants | 25 | ||||
| 4.6 | Subscription for less than Entitlement | 25 |
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| 4.7 | Expiration of Warrant | 25 | ||||
| 4.8 | U.S. Securities Law Matters | 25 | ||||
| 4.9 | Securities Restrictions | 27 | ||||
| ARTICLE 5 COVENANTS | 28 | |||||
| 5.1 | General Covenants of the Company | 28 | ||||
| 5.2 | Cannabis Compliance | 30 | ||||
| 5.3 | Securities Qualification Requirements | 32 | ||||
| 5.4 | Warrant Agent s Remuneration and Expenses | 32 | ||||
| 5.5 | Performance of Covenants by Warrant Agent | 32 | ||||
| ARTICLE 6 ENFORCEMENT | 33 | |||||
| 6.1 | Suits by Warrantholders | 33 | ||||
| 6.2 | Limitation of Liability | 33 | ||||
| ARTICLE 7 MEETINGS OF WARRANTHOLDERS | 33 | |||||
| 7.1 | Right to Convene Meetings | 33 | ||||
| 7.2 | Notice | 33 | ||||
| 7.3 | Chairman | 34 | ||||
| 7.4 | Quorum | 34 | ||||
| 7.5 | Power to Adjourn | 34 | ||||
| 7.6 | Show of Hands | 34 | ||||
| 7.7 | Poll and Voting | 35 | ||||
| 7.8 | Regulations | 35 | ||||
| 7.9 | Company, Warrant Agent and Counsel may be Represented | 35 | ||||
| 7.10 | Powers Exercisable by Extraordinary Resolution | 36 | ||||
| 7.11 | Meaning of Extraordinary Resolution | 37 | ||||
| 7.12 | Powers Cumulative | 37 | ||||
| 7.13 | Minutes | 37 | ||||
| 7.14 | Instruments in Writing | 38 | ||||
| 7.15 | Binding Effect of Resolutions | 38 | ||||
| 7.16 | Holdings by the Company or Subsidiaries of the Company Disregarded | 38 | ||||
| ARTICLE 8 SUPPLEMENTAL INDENTURES AND SUCCESSOR COMPANIES | 38 | |||||
| 8.1 | Provision for Supplemental Indentures for Certain Purposes | 38 | ||||
| 8.2 | Successor Companies | 39 | ||||
| ARTICLE 9 CONCERNING THE WARRANT AGENT | 40 | |||||
| 9.1 | Indenture Legislation | 40 | ||||
| 9.2 | Rights and Duties of Warrant Agent | 40 | ||||
| 9.3 | Evidence, Experts and Advisers | 41 | ||||
| 9.4 | Securities, Documents and Monies Held by Warrant Agent | 42 | ||||
| 9.5 | Actions by Warrant Agent to Protect Interests | 43 |
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| 9.6 | Warrant Agent not Required to Give Security | 43 | ||||
| 9.7 | Protection of Warrant Agent | 43 | ||||
| 9.8 | Replacement of Warrant Agent | 45 | ||||
| 9.9 | Acceptance of Duties and Obligations | 46 | ||||
| 9.10 | Warrant Agent not to be Appointed Receiver | 46 | ||||
| 9.11 | Authorization to Carry on Business | 46 | ||||
| 9.12 | Securities Exchange Commission Certification | 46 | ||||
| ARTICLE 10 GENERAL | 47 | |||||
| 10.1 | Notice to the Company and the Warrant Agent | 47 | ||||
| 10.2 | Notice to the Warrantholders | 48 | ||||
| 10.3 | Privacy | 48 | ||||
| 10.4 | Third Party Interests | 49 | ||||
| 10.5 | Discretion of Directors | 49 | ||||
| 10.6 | Satisfaction and Discharge of Indenture | 49 | ||||
| 10.7 | Provisions of Indenture and Warrants for the Sole Benefit of Parties and Warrantholders | 50 | ||||
| 10.8 | Ownership of Warrants | 50 | ||||
| 10.9 | Indenture to Prevail | 50 | ||||
| 10.10 | Assignment | 50 | ||||
| 10.11 | Counterparts and Formal Date | 50 | ||||
| 10.12 | Force Majeure | 50 | ||||
| 10.13 | Severability | 51 | ||||
| 10.14 | Rights of Rescission and Withdrawal for Holders | 51 | ||||
| SCHEDULE A FORM OF WARRANT CERTIFICATE | A-1 |
THIS WARRANT INDENTURE dated as of June 1, 2022
AURORA CANNABIS INC.
a corporation incorporated under the laws of the Province of British Columbia
(hereinafter called the Company )
a trust company continued under the laws of Canada and registered to carry on business in the
Province of British Columbia
(hereinafter called the Warrant Agent )
NOW THEREFORE THIS INDENTURE WITNESSES that for good and valuable consideration mutually given and received, the
receipt and sufficiency of which are hereby acknowledged, it is hereby agreed and declared as follows:
In this Indenture, unless there is something in the subject matter or context inconsistent therewith:
Applicable Legislation means the provisions of the statutes of Canada and its provinces and the regulations under those
statutes relating to warrant indentures and/or the rights, duties or obligations of issuers and warrant agents under warrant indentures as are from time to time in force and applicable to this Indenture;
Approved Bank has the meaning ascribed to that term in section 9.4;
Attribution Parties has the meaning ascribed to that term in section 4.9;
Authenticated means with respect to the issuance of an Uncertificated Warrant, that all Internal Procedures required to be
completed by the Warrant Agent have been so completed such that the particulars of such Uncertificated Warrant are entered in the register of Warrantholders, and Authenticate , Authenticating and
Authentication have the appropriate correlative meanings;
Beneficial Owner means a person that has
a beneficial interest in a Warrant;
Beneficial Ownership Limitation has the meaning ascribed to that term in section
Book-Based System means the book-based securities system administered by CDS in accordance with its operating
rules and procedures in force from time to time;
Business Day means a day that is not a Saturday, Sunday, or a day on
which banks are closed or which is a civic or statutory holiday in the City of Toronto, Ontario or the City of Vancouver, British Columbia;
Cannabis Permits means all permits or licences of any nature held by the Company or any subsidiary of the Company, as of
the date of this Indenture or thereafter, under Canadian federal, provincial and territorial law, and regulations made thereunder, that are necessary or desirable to lawfully conduct or maintain, directly or indirectly, its cannabis-related
activities and interests;
Capital Reorganization has the meaning ascribed to that term in subsection 3.13(4);
CDS means CDS Clearing and Depository Services Inc. and its successors in interest;
CDS Participant means a person recognized by CDS as a participant;
Common Share Reorganization has the meaning ascribed to that term in subsection 3.13(1);
Common Shares means the common shares in the capital of the Company;
Company means Aurora Cannabis Inc., a corporation incorporated under the
laws of the Province of British Columbia, and its lawful successors from time to time;
Company s Auditors means
the chartered (professional) accountant or firm of chartered (professional) accountants duly appointed as auditor or auditors of the Company from time to time;
Confirmation means that CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants in a
manner acceptable to the Warrant Agent, including by electronic means through the Book-Based System;
barrister and solicitor or lawyer or a firm of barristers and solicitors or lawyers (who may be counsel to the Company), in both cases acceptable to the Warrant Agent;
Current Market Price means, at any date, the volume weighted average price per share at which the Common Shares have
during the five (5) consecutive trading days ending two (2) trading days immediately before such date and the weighted average price
shall be determined by dividing the aggregate sale price of all Common Shares sold in board lots on the exchange or market, as the case may be, during the five (5) consecutive trading days by the number of Common Shares sold or, if not traded
on any recognized exchange or market, as determined by the directors of the Company, acting reasonably;
a member of the board of directors of the Company for the time being, and unless otherwise specified herein, reference to action by the board of directors means action by the board of directors of the Company as a board or,
whenever duly empowered, action by a committee of the board;
Equity Shares means the Common Shares and any shares of
any other class or series of the Company which may from time to time be authorized for issue if by their terms such shares confer on the holders thereof the right to participate in the distribution of assets upon the voluntary or
involuntary liquidation, dissolution or winding up of the Company beyond a fixed sum or a fixed sum plus accrued dividends;
Exchange Basis means, at any time, the number of Warrant Shares or other classes of shares or securities which a
Warrantholder is entitled to receive upon the exercise of the rights attached to the Warrants pursuant to the terms of this Indenture, as the number may be adjusted pursuant to section 3.13 hereof, such number being equal to one Warrant Share per
Warrant as of the date hereof;
Exercise Date with respect to any Warrant means the date on which such Warrant is duly
surrendered for exercise in accordance with the provisions of Article 4 hereof;
Exercise Price means $3.20 for
each Warrant Share, subject to adjustment in accordance with the provisions of this Indenture;
resolution has the meaning ascribed to that term in sections 7.11 and 7.14;
Governmental Authority
or Governmental Authorities means any of the governments of Canada, the United States of America, any other nation or any political subdivision thereof, whether provincial, state, territorial or local, and any agency, authority,
instrumentality, regulatory body, court, central bank, fiscal or monetary authority or other authority regulating financial institutions, and any other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers
or functions of or pertaining to government;
Internal Procedures means in respect of the making of any one or more
entries to, changes in or deletions of any one or more entries in the register of Warrantholders at any time (including without limitation, original issuance or registration of transfer of ownership) the minimum number of the Warrant Agent s
internal procedures customary at such time for the entry, change or deletion made to be complete under the operating procedures followed at the time by the Warrant Agent;
NCI has the meaning ascribed to that term in subsection 3.12(1);
person means an individual, a corporation, a partnership, a syndicate, a trustee or any unincorporated organization and
words importing persons that are intended to have a similarly extended meaning;
Registration Statement means a shelf
registration statement filed with the SEC under the U.S. Securities Act registering the Warrant Shares issuable upon exercise of the Warrants;
Rights Offering has the meaning ascribed to that term in subsection 3.13(2);
Rights Offering Price has the meaning ascribed to that term in subsection 3.14(9);
SEC means the United States Securities and Exchange Commission;
Securities Laws means, collectively, the applicable securities laws of each of the provinces and territories of Canada, the
United States and each of the states of the United States, as applicable, and the respective regulations made and forms prescribed thereunder together with all applicable
published rules, policy statements, notices and blanket orders and rulings of the securities commissions or similar regulatory authorities in each of the provinces and territories of Canada;
shareholder means an owner of record of one or more Common Shares or shares of any other class or series of the Company;
Special Distribution has the meaning ascribed to that term in subsection 3.13(3);
Subsidiary means a corporation, a majority of the outstanding voting shares of which are owned, directly or indirectly, by
the Company or by one or more subsidiaries of the Company and, as used in this definition, voting shares means shares of a class or classes ordinarily entitled to vote for the election of the majority of the directors of a
corporation irrespective of whether or not shares of any other class or classes shall have or might have the right to vote for directors by reason of the happening of any contingency;
successor company has the meaning ascribed to that term in section 8.2;
this Indenture , herein , hereby and similar expressions mean or refer to this common
share purchase warrant indenture and any indenture, deed or instrument supplemental or ancillary hereto; and the expressions Article , section , subsection or paragraph
followed by a number or letter mean and refer to the specified Article, section, subsection or paragraph of this Indenture;
of Expiry means 5:00 p.m. (Toronto time) on June 1, 2025;
trading day means a day on which the TSX
(or such other exchange on which the Common Shares are listed and which forms the primary trading market for such shares) is open for trading, and if the Common Shares are not listed on a stock exchange, a day on which an over-the-counter market where such shares are traded is open for business;
transaction instruction means a written order signed by the holder or CDS, entitled to request that one or more actions be
taken, or such other form as may be reasonably acceptable to the Warrant Agent, requesting one or more such actions to be taken in respect of an Uncertificated Warrant;
Transfer Agent means the transfer agent or agents for the time being for the Common Shares;
TSX means the Toronto Stock Exchange;
U.S. Exchange Act means the United States Securities Exchange Act of 1934, as amended and the rules and regulations
promulgated thereunder;
U.S. Securities Act means the United States Securities Act of 1933, as amended and the rules
and regulations promulgated thereunder;