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LIQUOR STORES N.A. LTD. - and - AURORA CANNABIS INC. - and - 2095173

Key Takeaway: LIQUOR STORES N.A. LTD. AURORA CANNABIS INC. 2095173 ALBERTA LTD. Article 1 DEFINITIONS AND INTERPRETATION 2 1.1 Definitions 2 1.2 Interpretation 5 1.3 Date for any Action 6 1.4 Governing Law and Attornment 6 Article 2 THE INVESTMENT 7 2.1 The Investment 7 2.2 Aurora Guarantee

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LIQUOR STORES N.A. LTD.
AURORA CANNABIS INC.
2095173 ALBERTA LTD.
Article 1 DEFINITIONS AND INTERPRETATION 2
1.1 Definitions 2
1.2 Interpretation 5
1.3 Date for any Action 6
1.4 Governing Law and Attornment 6
Article 2 THE INVESTMENT 7
2.1 The Investment 7
2.2 Aurora Guarantee 7
2.3 Canadian Securities Law Acknowledgements 7
Article 3 REPRESENTATIONS AND WARRANTIES OF AURORA 9
3.1 Representations and Warranties 9
3.2 Disclaimer of Warranties 10
3.3 Survival of Representations, Warranties and Covenants 10
Article 4 REPRESENTATIONS AND WARRANTIES OF THE INVESTOR 10
4.1 Representations and Warranties 10
4.2 Disclaimer of Warranties 12
4.3 Survival of Representations, Warranties and Covenants 12
Article 5 REPRESENTATIONS AND WARRANTIES OF THE CORPORATION 13
5.1 Representations and Warranties 13
5.2 Disclaimer of Warranties 15
5.3 Survival of Representations, Warranties and Covenants 15
Article 6 COVENANTS REGARDING NON-SOLICITATION 16
6.1 Non-Solicitation 16
6.2 Change in Recommendation 17
Article 7 ADDITIONAL COVENANTS OF THE CORPORATION AND THE INVESTOR 17
7.1 TSX Approval 17
7.2 Regulatory Approval 18
7.3 Shareholder Approval 18
7.4 Fees and Expenses 18
7.5 Filings 18
7.6 Public Communications 19
7.7 Survival 19
Article 8 CLOSING 19
8.1 Closing 19
8.2 Closing Deliveries by the Corporation 19
8.3 Closing Deliveries by the Investor 20
ii
8.4 Closing Deliveries by the Investor 21
8.5 Mutual Conditions to Closing 21
8.6 Investor Conditions to Closing 21
8.7 Corporation Conditions to Closing 22
Article 9 TERM AND TERMINATION 22
9.1 Term 22
9.2 Termination 22
9.3 Effect of Termination 23
Article 10 GENERAL PROVISIONS 23
10.1 Notice 23
10.2 Entire Agreement 25
10.3 Remedies 25
10.4 Additional Rights 25
10.5 Waiver 25
10.6 Assignment 25
10.7 Severability 26
10.8 Further Assurances 26
10.9 Time 26
10.10 Paramountcy 26
10.11 Counterpart Execution 26
INVESTMENT AGREEMENT
THIS INVESTMENT AGREEMENT is
made effective the 4th day of February, 2018 between:
LIQUOR STORES N.A. LTD., a
corporation incorporated under the laws of Canada;
AURORA CANNABIS INC., a corporation
incorporated under the laws of British Columbia;
2095173 ALBERTA LTD., a corporation
incorporated under the laws of Alberta;
NOW THEREFORE, in consideration
of the mutual covenants and agreements contained herein, the Parties agree as follows:
DEFINITIONS AND INTERPRETATION
In this Agreement, unless there
is something in the subject matter or context inconsistent therewith:
Unless the context otherwise requires,
the following provisions will govern the interpretation of this Agreement:
In the event that any date on
which any action is required to be taken hereunder by either of the Parties is not a Business Day that action shall be required
to be taken on the next succeeding day which is a Business Day.
This Agreement will be construed
and enforced in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein and will
be treated in all respects as an Alberta contract. The Parties irrevocably attorn and submit to the exclusive jurisdiction of the
courts of the Province of Alberta with respect to any dispute related to or arising from this Agreement.
Subject to the terms and conditions
of this Agreement, the Investor hereby subscribes for and agrees to purchase from the Corporation, and the Corporation hereby agrees
to issue to the Investor on the Closing Date, as follows:
Aurora hereby unconditionally
and irrevocably guarantees the due and punctual performance by the Investor of each and every covenant and obligation of the Investor
arising under this Agreement and in connection with the Private Placement, including, without limitation, the due and punctual
payment of the consideration required to purchase the Purchased Shares and Subscription Receipts hereunder. Aurora hereby agrees
that the Corporation shall not have to proceed first against the Investor before exercising its rights under this guarantee against
Each of Aurora and the Investor
covenant to execute and deliver all documentation as may be required to be executed and delivered by it pursuant to Securities
Laws in connection with the Private Placement. Each of Aurora and the Investor acknowledge and covenant that:
REPRESENTATIONS AND WARRANTIES OF AURORA
Aurora represents and warrants
to the Corporation as of the date hereof, and as of the Closing Date, as follows and acknowledges that the Corporation is relying
on these representations and warranties in entering into this Agreement and consummating the Private Placement:
Notwithstanding any provision
of this Agreement to the contrary, Aurora makes no representations or warranties to the Corporation or any other Person in connection
with this Agreement, except as specifically set forth in Section 3.1. All other representations and warranties, whether express
or implied, are disclaimed by Aurora.
The representations and warranties
made by Aurora in this Agreement, including in any certificate delivered pursuant hereto, shall survive indefinitely.
Aurora and the Corporation agree
that unless required to be performed on or prior to the Closing Date or unless otherwise expressly set forth herein, the covenants
made by Aurora in this Agreement shall survive indefinitely.
REPRESENTATIONS AND WARRANTIES OF THE INVESTOR
The Investor represents and warrants
to the Corporation as of the date hereof, and as of the Closing Date, as follows and acknowledges that the Corporation is relying
on these representations and warranties in entering into this Agreement and consummating the Private Placement:
Notwithstanding any provision
of this Agreement to the contrary, the Investor makes no representations or warranties to the Corporation or any other Person in
connection with this Agreement, except as specifically set forth in Section 4.1. All other representations and warranties, whether
express or implied, are disclaimed by the Investor.
The representations and warranties
made by the Investor in this Agreement, including in any certificate delivered pursuant hereto, shall survive indefinitely, except
for the representation and warranties made in subsection 4.1(k), which shall terminate on and will not survive the Closing
Date or the termination of this Agreement, whichever occurs first.
The Investor and the Corporation
agree that unless required to be performed on or prior to the Closing Date or unless otherwise expressly set forth herein, the
covenants made by the Investor in this Agreement shall survive indefinitely.
REPRESENTATIONS AND WARRANTIES OF THE CORPORATION
The Corporation represents and
warrants to Aurora and the Investor as of the date hereof, and as of the Closing Date, as follows, and acknowledges that Aurora
and the Investor are relying on these representations and warranties in entering into this Agreement and consummating the Private
Notwithstanding any provision
of this Agreement to the contrary, the Corporation makes no representations or warranties to Aurora, the Investor or any other
Person in connection with this Agreement, except as specifically set forth in Section 5.1. All other representations and warranties,
whether express or implied, are disclaimed by the Corporation.
The representations and warranties
made by the Corporation in this Agreement, including in any certificate delivered pursuant hereto, shall survive indefinitely,
except for the representation and warranties made in subsection 5.1(d), which shall terminate on and will not survive the
Closing Date or the termination of this Agreement, whichever occurs first.
Aurora, the Investor and the Corporation
agree that unless required to be performed on or prior to the Closing Date or unless otherwise expressly set forth herein, the
covenants made by the Corporation in this Agreement shall survive indefinitely.
COVENANTS REGARDING NON-SOLICITATION
Nothing contained in this Agreement,
including Section 6.1, shall prohibit the Board from withdrawing, amending, modifying or qualifying (or proposing publically
to withdraw, amend, modify, or qualify) the Board Recommendation in a manner adverse to Aurora and the Investor (a "Change
in Recommendation") or from making any disclosure to any securityholder of the Corporation prior to the Meeting, including
for greater certainty disclosure of a Change in Recommendation, if, in the good faith judgment of the Board, after consultation
with outside legal counsel and financial advisors, the failure to take such action or make such disclosure would be inconsistent
with the Board's exercise of its fiduciary duties or such action or disclosure is otherwise required by applicable law. Nothing
contained in this Agreement shall prohibit the Corporation or the Board from calling and/or holding a meeting of Shareholders requisitioned
by Shareholders in accordance with the Canada Business Corporations Act or taking any other action to the extent ordered
or otherwise mandated by a Governmental Authority. The provisions of this Section 6.2 shall survive the Closing Date and continue
in full force and effect until the Meeting is held.
ADDITIONAL COVENANTS OF THE CORPORATION AND THE INVESTOR
The Corporation has received conditional
listing approval from the TSX of the Purchased Shares and the Common Shares issuable upon: (i) the conversion of the Subscription
Receipts; and (ii) the exercise of the Warrants. The Corporation shall make such further filings and pay all related fees as are
necessary for the Purchased Shares and the Common Shares issuable upon: (i) the conversion of the Subscription Receipts; and (ii)
the exercise of the Warrants to be unconditionally listed and posted for trading on the TSX as soon as practicable taking into
Last updated: Sep 20, 2019