Initial 17% Ownership Stake, with Option to Increase to in Excess of 50%
EDMONTON and ANCASTER, ON, Jan. 5, 2018 /CNW/ - Aurora Cannabis Inc. ("Aurora") (TSX: ACB) (OTCQB: ACBFF) (Frankfurt: 21P; WKN: A1C4WM) and The Green Organic Dutchman Holdings Ltd. ("TGOD") (privately held) today announced that the companies have completed a definitive agreement covering a strategic investment in TGOD by Aurora, as well as a supply contract (the "Transaction").
Under the terms of the agreement, which the companies anticipate completing in the coming weeks, Aurora will acquire, through a private placement ("the "Placement"), a 17.62% interest on a non-diluted basis. The Placement consists of 33,333,334 units, priced at $1.65 per unit, for gross proceeds of $55 million. Each unit consists of one common share and one half of one common share purchase warrant, exercisable at $3.00 per common share for a period of 36 months following closing of the offering.
Upon TGOD achieving certain corporate, operational, construction and financial milestones, as described below, Aurora shall have the option to incrementally increase its ownership interest in TGOD to 51%. The completion of the Transaction is subject to customary closing conditions, as well as the entrance into an investor rights agreement.
As part of the agreement, the companies shall enter into a supply contract, providing Aurora with the right to purchase up to 20% of TGOD's annual production of organic cannabis from TGOD's Ancaster and Valleyfield facilities. Consequently, Aurora anticipates being able to procure in excess of 20,000 kg per annum of premium organic products once TGOD`s Valleyfield and Ancaster facilities are completed and at full capacity. The supply contract provides Aurora with the right to purchase up to 33% of TGOD's production at the two facilities if Aurora increases its ownership interest to 31%.
ALPS-Designed Purpose-Built Cultivation Facility
TGOD will be constructing an ultra high-technology greenhouse facility, similar to the Aurora Sky facility, at Valleyfield in Quebec, where TGOD owns a 75-acre property. The initial building permits for the project were received December, 2017. The facility, which has been designed by ALPS (Aurora Larssen Projects Inc.), Aurora's greenhouse design and consulting subsidiary. The facility will measure 820,000 square feet, making it one of the world's largest purpose-built cannabis facilities. The new TGOD facility will benefit from the latest greenhouse technology as implemented at Aurora Sky. Furthermore, the facility will benefit from some of the lowest cost power in Canada at under $0.04 per kWh. ALPS will assist TGOD with the start-up of its facility, leveraging Aurora's deep, industry-leading large-scale cannabis cultivation experience. The companies anticipate that this will significantly reduce the facility's commissioning timeline, and accelerate time to market. Management anticipates completion of the Valleyfield facility by the fourth calendar quarter of 2018.
As part of the partnership, Aurora and ALPS will also provide additional services to TGOD on the completion and commissioning of its Ancaster facility, which is anticipated for Q4 2018. The facility, when completed, will measure 150,000 square foot in total, with a production capacity of 14,000 kg of premium organic cannabis per annum.
Working with its project alliance partners Eaton, and Hamilton Utility Corp, TGOD will be outsourcing its power, heating, cooling and C02 production, and associated CapEx costs, via a scalable six-megawatt co-gen natural gas micro-grid power plant. Management believes this is the best possible scenario for its power needs in Ancaster, one that is expected to ultimately reduce the cost per kWh from upwards of $0.13 to an estimated net cost of $0.045. As a result of this ultra-low-cost power solution, along with the Company`s advanced automation control systems, TGOD has the potential to become one of the lowest-cost cannabis producers in Ontario and beyond.
"Aurora and TGOD are establishing a strategic partnership designed to provide significant, long-term benefits to both companies," said Terry Booth, CEO. "Our objective, as a partner in TGOD's facility design, engineering and construction, and as a cornerstone investor, is to ensure TGOD's rapid market entry and commercial success. In return, Aurora will participate in TGOD's accelerated growth, and secure a ready supply of high-quality organic cannabis products to serve our Canadian and international customers. This agreement represents further validation of Aurora's position as the partner of choice in the cannabis sector, with our ability to deliver an unmatched combination of investment capital, technology, and expertise in cultivation and facility design and construction."
"Teaming up with Aurora, the industry's innovation leader, provides us with a stable, supportive shareholder, through whom we have access to best-in-class technologies and industry know-how, which we believe will significantly accelerate our time to market," said Csaba Reider, President of TGOD. "The supply agreement with Aurora validates our strategy to produce premium priced organic cannabis. With this significant cornerstone investor and customer, we will be able to leverage our deep consumer packaged goods and brand building experience, as well as Aurora`s well-established brand recognition, to pursue rapid growth."
Rob Anderson, TGOD CEO, added, "We are pleased to have Aurora as a strategic investor as they not only inject capital, but also provide industry-leading knowledge, products and services that will result in cost savings, enhanced yields and greater returns to TGOD. Furthermore, the agreement with ALPS will de-risk both project execution and operations, due to their deep experience with high-technology greenhouse facilities, including Aurora Sky. Finally, the partnership provides us with access to additional services and genetics. Based on this strategic investment by Aurora, we will have raised approximately $160 million. Consequently, our 102,000 kg per year Valleyfield facility is now fully funded, positioning us well for our planned March 2018 IPO."
Upon TGOD achieving certain milestones, Aurora has the right to increase its ownership interest in TGOD as follows (b through d can only be achieved upon TGOD becoming a public company). If exercised, Aurora has the right to purchase the shares from treasury at a 10% discount to the listed market price:
a number of common shares equal to 8% of the common shares on a fully-diluted basis 3 months after TGOD becomes listed on a stock exchange in Canada;
a number of common shares equal to 8% of the common shares on a fully-diluted basis if TGOD's Valleyfield, Quebec project (the "Quebec Project") is permitted and construction of the Quebec Project has reached 50% completion, as determined based on the construction budget of the Quebec Project;
a number of common shares equal to 8% of the common shares on a fully-diluted basis upon the Valleyfield project receiving a cultivation license; and
a number of common shares equal to 12% of the common shares on a fully diluted basis if TGOD meets certain revenue milestones
Aurora's wholly-owned subsidiary, Aurora Cannabis Enterprises Inc., is a licensed producer of medical cannabis pursuant to Health Canada's Access to Cannabis for Medical Purposes Regulations ("ACMPR"). The Company operates a 55,200 square foot, state-of-the-art production facility in Mountain View County, Alberta, known as "Aurora Mountain", a second 40,000 square foot high-technology production facility known as "Aurora Vie" in Pointe-Claire, Quebec on Montreal's West Island, and is currently constructing an 800,000 square foot production facility, known as "Aurora Sky", at the Edmonton International Airport, as well as is completing a fourth facility in Lachute, Quebec through its wholly owned subsidiary Aurora Larssen Projects Ltd.
In addition, the Company holds approximately 17.23% of the issued shares in leading extraction technology company Radient Technologies Inc., based in Edmonton, and is in the process of completing an investment in Edmonton-based Hempco Food and Fiber for an ownership stake of up to 50.1%. Furthermore, Aurora is the cornerstone investor with a 22.9% stake in Cann Group Limited, the first Australian company licensed to conduct research on and cultivate medical cannabis. Aurora also owns Pedanios, a leading wholesale importer, exporter, and distributor of medical cannabis in the European Union, based in Germany. The Company offers further differentiation through its acquisition of BC Northern Lights Ltd. and Urban Cultivator Inc., industry leaders, respectively, in the production and sale of proprietary systems for the safe, efficient and high-yield indoor cultivation of cannabis, and in state-of-the-art indoor gardening appliances for the cultivation of organic microgreens, vegetables and herbs in home and professional kitchens. Aurora's common shares trade on the TSX under the symbol "ACB".
About the Green Organic Dutchman Holdings Ltd.
The Green Organic Dutchman Holdings Ltd. established in 2012, is licensed under the Access to Cannabis for Medical Purposes Regulations ("ACMPR") to cultivate medical cannabis. The company was granted its cultivation license in 2016 and sales license in 2017.TGOD grows high-quality, pesticide-free organic medical cannabis based on sustainable, all-natural principles, and all products are laboratory tested to ensure patients have access to a standardized, safe and consistent product. TGOD carries out its principal activities producing cannabis from its facilities in Ancaster, Ontario, as well as will be constructing a high-technology, ALPS designed facility in Valleyfield, Quebec. Upon completion, both facilities combined will measure 970,000 square feet, with a total production capacity of 116,000 kg per year. TGOD will have raised approximately $160,000,000, with over 4,500 shareholders positioning us well for our planned March 2018 IPO. Interested investor information is available at www.tgod.ca
On behalf of the Boards of Directors,
AURORA CANNABIS INC.
This news release includes statements containing certain "forward-looking information" within the meaning of applicable securities law ("forward-looking statements"), including, but not limited to, statements with respect to the completion of the transaction, completion of the Ancaster and Valleyfield facilities and the performance of Aurora and TGOD. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
Neither TSX nor its Regulation Services Provider (as that term is defined in the policies of Toronto Stock Exchange) accept responsibility for the adequacy or accuracy of this release.
SOURCE Aurora Cannabis Inc.
For further information: For Aurora: Cam Battley, Executive Vice President, +1.905.864.5525, [email protected], www.auroramj.com; Marc Lakmaaker, Director, Investor Relations and Corporate Development, +1.647.269.5523, [email protected]; For TGOD: Investor Relations, Email: [email protected], Phone: 1 (905) 304-4201, www.tgod.ca