Full Press Release Details
Aurora Cannabis Inc.
UNDERWRITING AGREEMENT
Canaccord Genuity Corp.
ATB Capital Markets Inc.
Cantor Fitzgerald Canada Corporation
CIBC World Markets Inc.
Nicolaus Canada Inc.
c/o Canaccord Genuity Corp.
c/o BMO Nesbitt Burns Inc.
King Street West, 3rd Floor
Ladies and Gentlemen:
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 61,225,000 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 common share purchase warrant of the Corporation (each, 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$3.20 per Warrant Share, for a period of 36 months from the Closing Date.
The Corporation also proposes to sell to the several Underwriters (the Over-Allotment Option ) not more than
an additional 9,183,750 units (the Additional Units ) if and to the extent that Canaccord Genuity Corp. ( CGF ) and BMO Nesbitt Burns Inc. ( BMO ), 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 common share purchase warrant of the Corporation (each 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$2.21 per Additional Share; or (iii) Additional Warrants at a price of US$0.24 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
9,183,750 Additional Shares and 9,183,750 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$2.21 of the Purchase Price as consideration for the
issue of each Share and US$0.24 of the Purchase Price as consideration for each 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$1,000,000,000 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 May 26, 2022, 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. 333-254096), 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 May 26, 2022, 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 9:30 am
(Toronto Time) on May 27, 2022.
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