Full Press Release Details
Aurora Cannabis Inc.
UNDERWRITING AGREEMENT
BMO Nesbitt Burns Inc.
Capital Markets Inc.
Canaccord Genuity Corp.
CIBC World Markets Inc.
100 King Street West, 3rd Floor
Aurora Cannabis Inc., a corporation incorporated under the laws of British Columbia (the
Corporation ), proposes to sell to the several Underwriters named in Schedule I hereto (the Underwriters ) an aggregate of 12,000,000 units (the Firm Units ). Each Firm Unit shall consist of one
common share of the Corporation (each a Firm Share and, collectively, the Firm Shares ) and one-half of one common share purchase warrant of the Corporation (each whole
common share purchase warrant, a Firm Warrant and, collectively, the Firm Warrants ). The Firm Warrants and the Additional Warrants (as defined below), as applicable, shall be created and issued pursuant to a
warrant indenture (the Warrant Indenture ) to be dated as of the Closing Date (as defined in Section 5 hereof) between the Corporation and Computershare Trust Company of Canada, in its capacity as warrant agent thereunder (the
Warrant Agent ), and each Firm Warrant and Additional Warrant will entitle the holder thereof to acquire one common share of the Corporation (each a Warrant Share and, collectively, the Warrant
Shares ) at a price of US$12.60 per Warrant Share, for a period of 36 months from the Closing Date.
Corporation also proposes to sell to the several Underwriters (the Over-Allotment Option ) not more than an additional 1,200,000 units (the Additional Units ) if and to the extent that BMO Nesbitt Burns Inc.
( BMO ) and ATB Capital Markets Inc. ( ATB ), as the bookrunners (the Bookrunners or you ) of the offering, shall have determined to exercise, on behalf of the Underwriters, the
right to purchase such units granted to the Underwriters in Section 3 hereof. Each Additional Unit shall consist of one common share of the Corporation (each an Additional Share and, collectively, the Additional
Shares ) and one-half of one common share purchase warrant of the Corporation (each whole common share purchase warrant being an Additional Warrant and collectively the
Additional Warrants ). The Over-Allotment Option may be exercised by the Underwriters in respect of: (i) Additional Units at the Purchase Price (as defined below); (ii) Additional Shares at a price of US$9.58 per Additional
Share; or (iii) Additional Warrants at a price of US$1.74 per Additional Warrant; or (iv) any combination of Additional Shares and/or Additional Warrants so long as the aggregate number of Additional Shares and Additional Warrants that may
be issued under the Over-Allotment Option does not exceed 1,200,000 Additional Shares and 600,000 Additional Warrants. The Firm Units and the Additional Units are hereinafter collectively referred to as the Offered Units , the Firm
Shares and the Additional Shares are hereinafter collectively referred to as the Shares , and the Firm Warrants and the Additional Warrants are hereinafter collectively referred to as the Warrants .
The Underwriters understand that the Corporation intends to allocate US$9.58
of the Purchase Price as consideration for the issue of each Share and US$0.87 of the Purchase Price as consideration for each one-half Warrant.
The Corporation is qualified under Canadian Securities Laws (as defined below), including the rules and procedures established
pursuant to National Instrument 44-101 Short Form Prospectus Distributions and National Instrument 44-102 Shelf Distributions (the
Shelf Procedures ), for the distribution of the Offered Units in each of the Canadian Qualifying Jurisdictions (as defined below) pursuant to a final short form base shelf prospectus. A preliminary short form base shelf prospectus
and a final short form base shelf prospectus, in each case, in respect of up to US$500,000,000 of common shares, warrants, options, subscription receipts, debt securities and units of the Corporation (the Shelf Securities ) have
been filed with the Alberta Securities Commission (the ASC ), as principal regulator (as defined under Multilateral Instrument 11-102 Passport System ( MI 11-102 )) ( Principal Regulator ), and with each of the other securities commissions or similar regulatory authorities (together with the ASC, the Canadian Securities
Commissions ) in each of the provinces of Canada (except Qu bec) (the Canadian Qualifying Jurisdictions ) in respect of the offering of the Shelf Securities; a receipt has been obtained from the ASC in its capacity
as Principal Regulator, representing the deemed receipt of each of the other Canadian Securities Commissions pursuant to MI 11-102 and National Policy 11-202
Process for Prospectus Reviews in Multiple Jurisdictions (collectively, the Passport System ) in respect of such preliminary short form base shelf prospectus in the form heretofore delivered to the Underwriters (together
with all documents filed in connection therewith and all documents incorporated by reference therein); and a receipt (the Final Receipt ) has been obtained from the ASC in its capacity as Principal Regulator, representing the
deemed receipt of each of the other Canadian Securities Commissions pursuant to the Passport System in respect of such final short form base shelf prospectus in the form heretofore delivered to the Underwriters (together with all documents filed in
connection therewith and all documents incorporated by reference therein). No order having the effect of ceasing or suspending the distribution of the Shelf Securities (including any Shares and Warrants) has been issued by the ASC or any other
Canadian Securities Commission and no proceeding for that purposes has been initiated, or, to the Corporation s knowledge, threatened by the ASC or any other Canadian Securities Commission. The final short form base shelf prospectus filed with
the ASC as Principal Regulator and with each of the other Canadian Securities Commissions on or before the date of this Agreement for which a receipt has been issued by the ASC in its capacity as Principal Regulator, representing the deemed receipt
of each of the other Canadian Securities Commissions pursuant to the Passport System, is hereinafter called the Canadian Base Prospectus ). The draft shelf prospectus supplement, filed with the Canadian Securities Commissions on
January 21, 2021, relating to the offering of the Offered Units in the Canadian Qualifying Jurisdictions, which excludes the public offering price and other final terms relating to such offering, together with the Canadian Base Prospectus, is
hereinafter called the Canadian Preliminary Prospectus ; the shelf prospectus supplement relating to the offering of the Offered Units in the Canadian Qualifying Jurisdictions, which includes the public offering price and other
final terms relating to the offering of the Offered Units omitted from the Canadian Preliminary Prospectus, to be filed with the ASC as Principal Regulator and with each of the other Canadian Securities Commissions in accordance with the Shelf
Procedures and in accordance with Section 8(b) hereof, is hereinafter called the Canadian Supplement and together with the Canadian Base Prospectus, is hereinafter called the Canadian Prospectus ; the shelf
prospectus supplement relating to the issuance of the Warrant Shares upon exercise of the Warrants to be filed with the ASC as Principal Regulator and with each of the other Canadian Securities Commissions in accordance with the Shelf Procedures and
in accordance with Section 8(c) hereof is hereinafter called the Canadian Warrant Prospectus and it is understood and agreed to by the Underwriters that the Canadian Warrant Prospectus will not be filed in respect of, and
will not qualify any distribution of, the Warrant Shares upon exercise of the Warrants in any province or territory of Canada. As used herein, the terms Canadian Base Prospectus , Canadian Preliminary Prospectus ,
Canadian Supplement , Canadian Prospectus and Canadian Warrant Prospectus shall include the documents incorporated by reference therein from time to time.
The Corporation has filed with the United States Securities and Exchange
Commission (the Commission or SEC ) a registration statement on Form F-10 (File No. 333-249680), relating to the Shelf
Securities, and an appointment of agent for service of process on Form F-X (a Form F-X ), relating to the registration statement; there are no reports
or other information that in accordance with the requirements of the ASC or any Canadian Securities Commission must be made publicly available in connection with the offering of the Offered Units that have not been made publicly available as
required, other than the Canadian Supplement, the U.S. Prospectus, the Canadian Warrant Prospectus and the U.S. Warrant Prospectus, each of which will be filed prior to the Closing Date; there are no documents required to be filed with the ASC or
any Canadian Securities Commission in connection with the Prospectuses (as defined below) that have not been filed as required; there are no contracts, documents or other materials required to be described or referred to in the Registration
Statement (as defined below) or the Prospectuses or to be filed or incorporated by reference as exhibits to the Registration Statement that are not described, referred to or filed or incorporated by reference as required. The registration statement
as amended to the date of this Agreement is hereinafter called the Registration Statement ; the base prospectus relating to the Shelf Securities filed as part of the Registration Statement, in the form in which it has most recently
been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the U.S. Base Prospectus . For purposes of this Agreement, U.S. Preliminary Prospectus means the preliminary
prospectus supplement, dated January 21, 2021, relating to the offering of the Offered Units which excludes the public offering price and other final terms, together with the U.S. Base Prospectus, filed in accordance with the Commission
pursuant to General Instruction II.L of Form F-10; U.S. Prospectus means the final prospectus supplement relating to the offering of the Offered Units which includes the public offering
price and other final terms omitted from the U.S. Preliminary Prospectus, together with the U.S. Base Prospectus, to be filed with the Commission pursuant to General Instruction II.L of Form F-10 in accordance
with Section 8(b) hereof; and U.S. Warrant Prospectus means the Canadian Warrant Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10
and the applicable rules and regulations of the Commission, relating to the issuance of the Warrant Shares upon exercise of the Warrants, to be filed with the Commission pursuant to General Instruction II.L of Form
F-10 in accordance with Section 8(c) hereof. As used herein, the terms Registration Statement , U.S. Base Prospectus , Time of Sale Prospectus , U.S. Preliminary
Prospectus , U.S. Prospectus and U.S. Warrant Prospectus shall include the documents incorporated by reference therein from time to time.
For purposes of this Agreement, free writing prospectus has the meaning set forth in Rule 405 under the
U.S. Securities Act of 1933, as amended (the Securities Act ), Time of Sale Prospectus means the U.S. Preliminary Prospectus together with the term sheet and other free writing prospectuses, if any, each
identified in Schedule II hereto, in each case, exclusive of any amendment or supplement subsequent to the execution of this Agreement, and Applicable Time means 9:15 am (Toronto Time) on January 22, 2021.
The Terms supplement, amendment, and
amend as used herein with respect to the Registration Statement, the Canadian Base Prospectus, the Canadian Preliminary Prospectus, the Canadian Prospectus, the U.S. Base Prospectus, the U.S. Preliminary Prospectus, the U.S.
Prospectus, the Time of Sale Prospectus or any free writing prospectus shall include any document subsequently filed by the Corporation pursuant to the Shelf Procedures or the United States Securities Exchange Act of 1934, as amended (the
Exchange Act ), as the case may be, that is deemed to be incorporated by reference therein. As used herein, Base Prospectuses shall mean, collectively, the Canadian Base Prospectus and the U.S. Base Prospectus;
Preliminary Prospectuses shall mean, collectively, the Canadian Preliminary Prospectus and the U.S. Preliminary Prospectus; and Prospectuses shall mean, collectively, the Canadian Prospectus and the U.S.
Prospectus, as amended or supplemented, if applicable.
1. Representations and Warranties of the
Corporation. The Corporation represents and warrants to and agrees with each of the Underwriters and acknowledges that each of the Underwriters is relying upon such representations and warranties in connection with its execution and delivery of
this Agreement that:
(a) The Registration Statement has become effective; no stop order suspending
the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the Corporation s knowledge, threatened by the Commission; the Final Receipt has been obtained from the Canadian
Securities Commissions and no order or action that would have the effect of suspending the distribution of the Offered Units has been issued or taken by any Canadian Securities Commission and no proceedings for that purpose have been instituted or
are pending or, to the knowledge of the Corporation, are contemplated by any Canadian Securities Commission; and any request made to the Corporation on the part of any Canadian Securities Commission for additional information has been complied with.
(b) (i) The Registration Statement did not contain, as of the Applicable Time, and as of the
Closing Date will not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Canadian Prospectus and any amendment or
supplement thereto will, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of all material facts relating to the Corporation and the Shares and the Warrants as
required by Canadian Securities Laws (as defined below), and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, (iii) the Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will comply at the time of filing and at the Closing Date in all material respects with
the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and any amendment or supplement thereto comply and will comply at the time of filing and
at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with
the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, will not, contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and
will not contain any untrue statement of a material fact or omit to state a material fact, necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading as required by Canadian Securities
Laws, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any
Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with the requirements of the Securities Act and the rules and
regulations of the Commission under the Securities Act.
(c) The Corporation has complied with all applicable
securities laws in each of the Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and
orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if any, of the Canadian Securities Commissions (collectively, Canadian Securities Laws ), required to be complied
with by the Corporation to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement.
(d) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under
the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has
filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the
Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II or III hereto, and electronic road shows, if any, each furnished to you before first
use, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Act.