Form 51-102F3 MATERIAL CHANGE REPORT Item 1. Name and Address of Company Aurora Cannabis Inc. (" Aurora " or the " Company ") 500 - 10355 Jasper Avenue Edmonton, Alberta T5J 1Y6 Item 2. Date of Material Change

Aurora Cannabis Announces CEO Retirement

and Succession, Board of Directors Expansion, and Business Transformation Plan

Releases Preliminary

Results for the Second Fiscal Quarter Ended December 31, 2019

Founder & CEO, Terry Booth, announces retirement and succession plan and expansion of the Board of Directors

Michael Singer has been appointed Interim CEO, effective immediately; search for permanent successor underway

Directors to join the Board for a total of 10 directors, including 7 Independents

Announces comprehensive

transformation plan to significantly reduce the Company's expense base, rationalize capital expenditures, and better align its

balance sheet with current market conditions

Secures credit facility

amendments that remove EBITDA ratio covenants and provide additional financial flexibility as Aurora executes transformation plan

select unaudited preliminary fiscal Q2 2020 financial results and updated outlook

Aurora to host Conference

Call at 5:00 p.m. Eastern Time

EDMONTON, Feb. 6, 2020 /CNW/ - Aurora

Cannabis Inc. (the "Company" or "Aurora") (NYSE | TSX: ACB), the Canadian company defining the future of cannabis

worldwide, today announced a CEO succession and Board expansion; the latter of which is detailed in a separate announcement released

this afternoon. The Company also announced a business transformation plan that better aligns selling, general & administrative

expenses, and capital expenditures with current market conditions.

These combined changes are consistent with,

and evidence of Aurora's commitment to, achieving positive EBITDA and cash flow as rapidly as possible, while still maintaining

the ability to capitalize on longer-term Canadian and global cannabis market opportunities.

Aurora CEO Terry Booth stated, "Over the

last seven years, Aurora has built an incredible platform and a leading position in the global Cannabis industry. I am proud and

humbled to have led that journey with a deeply talented and passionate team of employees. While there is still much work to be

done, the timing is right to announce my retirement with a thoughtful succession plan in place and the immediate expansion of the

Board of Directors. These changes, along with the financial transformation which we are undertaking, should clearly demonstrate

to investors that Aurora has the continuity, strategic direction and leadership it needs to transition from its entrepreneurial

roots to an established organization well positioned to capitalize on a global growth opportunity. In that spirit, and with my

full support, the Board of Directors has appointed Michael Singer as Interim CEO effective immediately." Booth continued,

"As part of the succession plan, I will become a Senior Strategic Advisor to the Board and remain a Director. Additionally,

we're welcoming new independent members; Lance Friedmann and Michael Detlefsen who bring a wealth of strategic and hands-on consumer

products industry experience to the organization."

Michael Singer, Aurora's Executive Chairman

and Interim CEO stated, "I look forward to serving as Interim CEO and executing on our short-term plans, which include a rationalization

of our cost structure, reduced capital spending, and a more conservative and targeted approach to capital deployment. These are

necessary steps that reflect a fundamental change in how we will operate the business going forward." Singer continued, "On

behalf of the Board of Directors, I want to thank Terry for his leadership over the years. He's made an indelible mark on the industry

and left an enviable legacy in the form of Aurora Cannabis and the potential that exists for the Company over the coming decades.

As one of the original cannabis visionaries, Terry is an invaluable resource with deep industry knowledge that we can leverage

strategically. I look forward to having him continue on as a Senior Strategic Advisor to our Board of Directors."

Financial Transformation & Capital Position

Management today announced sweeping changes

intended to rationalize the cost structure and balance sheet going forward. The Company believes this will better align the business

financially with the current realities of the cannabis market in Canada while maintaining a sustainable platform for long-term

These actions are expected to include significant

and immediate decreases in selling, general & administrative ("SG&A") expenses and capital investment plans.

Selling, General & Administrative Expenses

It is the Company's intention to manage the

business to an SG&A range of $40 million to $45 million per quarter by the end of the fiscal fourth quarter of 2020, a significant

decrease from the preliminary fiscal second quarter 2020 range announced today. To do this, management plans to focus the business

on its core areas: 1) Canadian consumer market; 2) Canadian medical market; 3) established international medical markets; and 4)

U.S. market initiatives. Severance and other one-time charges related to SG&A reductions are expected to range from $2 million

to $4 million and will be largely incurred in the Company's fiscal second and third quarters ending December 31, 2019 and March

31, 2020 respectively.

As part of the changes to operations, the Company

has eliminated close to 500 full-time equivalent staff across the company, including approximately 25% of corporate positions.

Additionally, management is restructuring spending plans on information technology projects, sales and marketing initiatives, travel

& entertainment, professional services, and other non-revenue generating third-party costs which do not provide an immediate

Capital Expenditures

Aurora announced its intention to reduce capital

expenditures for the second half of fiscal 2020 to bring capital expenditures below $100 million in total. Over the past several

weeks, Aurora management has undertaken a detailed evaluation of all capital projects underway and made decisions with respect

to continuing or terminating further investment in each. Future capital allocation decisions will be scrutinized first and foremost

through a lens of optimizing near-term investor returns.

Balance Sheet & Liquidity

Aurora has also announced a number of amendments

to its secured credit facilities which are designed to better align the Company's balance sheet and cash flow expectations with

current market conditions and to provide financial flexibility over the near term. These amendments include:

Complete removal of all

EBITDA ratio covenants, originally set to commence in the period ending September 30, 2020

Complete removal of fixed

charge coverage ratio covenant

Adjustment of the total

funded debt-to-equity covenant to 0.20:1 commencing in fiscal third quarter 2020, from 0.25:1 currently

Reduction of the total

facility size available by $141.5 million

Introduction of a new

minimum liquidity covenant of $35 million

The introduction of a

covenant requiring Aurora to achieve positive EBITDA thresholds beginning in fiscal Q1 2021 that The Company believes are consistent

with today's announced changes

Glen Ibbott, Aurora's CFO stated, "We

are pleased to have reached an agreement with our syndicate of banks to provide Aurora with additional financial flexibility aligned

with our focus on achieving near-term profitability and providing the Company with options to refinance the facility at maturity.

I would like to thank our banking partners for their continued support of Aurora."

Aurora announced that, given market current

cannabis market conditions and the slower than expected near-term industry growth, it has undertaken a thorough review of all business

operations and concluded that certain assets and goodwill values as at December 31, 2019 exceed current fair-market valuations.

As such, when Aurora formally reports its fiscal second quarter 2020 results, it expects to report asset impairment charges on

certain intangible and property, plant and equipment in a range of $190 million to $225 million and write-downs of goodwill in

the range of $740 million to $775 million. Following these non-cash charges, Aurora expects to remain compliant with its revised

total debt-to-equity covenant going forward.

Glen Ibbott continued, "The assets being

impaired are predominantly associated with our operations in South America and Denmark, as our estimate of the timeline for substantial

growth extends in those markets. Our core Canadian cannabis assets are not impacted by these non-cash asset impairment charges."

Ibbott concluded, "We believe that the long-term opportunity for Aurora remains very compelling, despite a slower than anticipated

rate of industry growth in the near-term. We also believe our approach to rationalizing the business and conservatively improving