/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES/
VANCOUVER, Feb. 28, 2017 /CNW/ - Aurora Cannabis Inc. (the "Company" or "Aurora") (TSXV: ACB) (OTCQB: ACBFF) (Frankfurt: 21P; WKN: A1C4WM) is pleased to announce that it has completed its previously-announced bought deal private placement (the "Offering") of units (the "Units") of the Company with a syndicate of investment dealers led by Canaccord Genuity Corp. and including Cormark Securities Inc., Eight Capital., Mackie Research Capital Corporation and GMP Securities L.P. (collectively, the "Underwriters") for gross proceeds of $75 million.
The Company issued 33,333,357 Units pursuant to the Offering at a price of $2.25 per Unit. Each Unit is comprised of one common share of the Company (a "Common Share") and half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"). Each Warrant is exercisable to acquire one Common Share (a "Warrant Share") for a period of two years following the date hereof at an exercise price of $3.00 per Warrant Share, subject to adjustment in certain events. The Warrants will be subject to acceleration if the volume weighted average price of the Common Shares on the TSX Venture Exchange (the "TSX-V") (or such other exchange as the Common Shares of the Company may then be trading on) equals or exceeds $4.50 for 10 consecutive trading days following the date that is four months and one day following the date hereof.
In connection with the Offering, the Underwriters received a cash commission of 6% of the gross proceeds of the Offering not including subscriptions received from purchasers on the Company's president's list, and 3% of the aggregate gross proceeds of the Offering on subscriptions received from purchasers on the president's list. As additional compensation, the Company issued to the Underwriters compensation warrants entitling the Underwriters to purchase up to 1,865,249 compensation units (each a "Compensation Unit") for a period of two years following the date hereof at an exercise price of $2.25 per Compensation Unit, subject to adjustment in certain events. Each Compensation Unit is exercisable to acquire one Common Share and one-half of one Warrant. The Warrants issuable upon exercise of the Compensation Warrants will be issued on the same terms as the Warrants issued under the Offering.
The Company intends to use the net proceeds of the Offering for facility expansion of its Leduc County facility and general working capital purposes.
All securities issued in connection with the Offering, which include certain insider participation, are subject to a four month hold period expiring June 29, 2017.
Six insiders of the Company subscribed directly and indirectly for 999,600 Units, which constituted a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuances to the insiders are exempt from the formal valuation and the minority shareholder approval requirements of MI 61-101 as the fair market value of the Units issued to or the consideration paid by such persons did not exceed 25% of the Company's market capitalization.
CanvasRx Milestone Payment
Additionally, the Company issued 1,845,500 Common Shares, at a deemed price of $2.07 per Common Share, to the vendors of CanvasRx Inc. ("CanvasRX") in accordance with CanvasRX achieving certain earn-out payment milestones for the period ended December 31, 2016, as set out in the share purchase agreement previously announced on August 10, 2016.
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, and is currently constructing a second 800,000 square foot production facility, known as "Aurora Sky", at the Edmonton International Airport. The Aurora Sky project has secured advanced technology from the most renowned design and construction suppliers in the Netherlands. Aurora's common shares trade on the TSX-V under the symbol "ACB".
On behalf of the Board of Directors,
AURORA CANNABIS INC.
This news release contains certain "forward-looking statements" within the meaning of applicable securities laws, including statements about the Company's proposed use of the Offering proceeds. 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 the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Aurora Cannabis Inc.