Full Press Release Details
Aurora Cannabis Inc. ("Aurora" or the "Company")
A news release announcing the material change referred to in this report was disseminated on February 4, 2026 and filed on SEDAR+ at
www.sedarplus.ca under Aurora's profile on the same date.
On February 3, 2026, Aurora and its wholly owned subsidiary entered into a definitive agreement (the "Bevo Agreement") with Bevo
Agtech Inc. ("Bevo Agtech") and Bevo Farms Ltd. ("Bevo Farms") pursuant to which, among other things, Aurora agreed to exchange all of its common shares of Bevo Agtech for preferred shares (the "Bevo
Preferred Shares") of Bevo Agtech (the "Bevo Transaction").
On February 3, 2026, Aurora and its wholly owned subsidiary entered into the Bevo Agreement. The closing of the Bevo Transaction remains subject to
certain conditions, including Bevo Agtech shareholder approval and the consent of Bevo Farms' lender.
As holder of the Bevo Preferred Shares,
Aurora will, among other things, be entitled to an annual 5% dividend on the value of the Bevo Preferred Shares and distributions of 30% of eligible Bevo Agtech cashflow (which will increase to 40% following the
15-year anniversary of closing of the Bevo Transaction), which cashflow will first be paid to satisfy any unpaid dividend entitlements on the Bevo Preferred Shares and then be used to redeem the outstanding
Bevo Preferred Shares, and 30% of proceeds on a Bevo Agtech liquidation event, including any sale of Bevo Agtech. The remaining eligible Bevo Agtech cash flow and the proceeds on a liquidation event will be distributed to the holders of the common
shares of Bevo Agtech. Aurora will also have certain customary preferred shareholder protections such as veto rights on the creation or issuance of shares ranking equal to or senior to the Bevo Preferred Shares. Upon the closing of the Bevo
Transaction, the Aurora-nominated directors will resign from the board of Bevo Agtech and its subsidiaries, and Aurora will no longer have any right to appoint directors. Aurora will retain its entitlement to the earnouts of up to $25 million
and $15 million related to the Aurora Sky facility in Edmonton, Alberta and Aurora Sun facility in Medicine Hat, Alberta, respectively, both of which are payable upon Bevo Farms successfully achieving certain financial milestones. As a result
of the Bevo Transaction, the assets and liabilities of Bevo Agtech will be classified as held-for-sale and remeasured at the lower of their carrying amount and fair
value. Any impairment losses which may be recognized upon initial classification as held-for-sale and subsequent gains and losses on
re-measurement will be recognized in the consolidated statements of income (loss) and comprehensive income (loss), and the financial results of Bevo, including comparative periods, will be restated and
presented as a discontinued operation, separate from continuing operations. The financial results of Bevo Agtech will no longer be consolidated in Aurora's financial statements subsequent to the closing of the Bevo Transaction. In addition, on
closing of the Bevo Transaction, Aurora will transfer the shareholder loans owing to Aurora by Bevo Farms in exchange for $5.5 million in cash.
Further information regarding the matters described in this report may be obtained from Nathalie Clark, Executive Vice President, General
Counsel & Corporate Secretary who is knowledgeable about the details of the matters described in this material change report and may be contacted at nathalie.clark@auroramj.com.