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Aurora Cannabis Announces Temporary Amended Early Conversion Privilege for its 2020 Convertible Debentures

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Aurora Cannabis Inc. (“Aurora” or the “Company“) (NYSE | TSX: ACB), the Canadian company defining the future of cannabis worldwide, announced today that it has provided notice to all holders (the “Debentureholders“) of the Company’s CAD$230 million 5% unsecured, convertible debentures due March 9, 2020 (the “Debentures“) of an opportunity to voluntarily convert their Debentures at the Amended Early Conversion Ratio (as defined herein).

All Debentureholders will be able to convert their Debentures at the Amended Early Conversion Ratio during the period commencing on November 18, 2019 and ending at 5:00 p.m. (Toronto time) on November 20, 2019 (the “Early Conversion Period“).  The Amended Early Conversion Ratio will be determined using an amended early conversion price (the “Amended Early Conversion Price“), which will represent a 6% discount to 5 day volume weighted average trading price (the “VWAP“) of the common shares of the Company (the “Common Shares“) on the Canadian and U.S. stock exchanges, as outlined in the indenture dated March 9, 2018, as supplemented by a first supplemental indenture, between the Company and Computershare Trust Company of Canada (the “Trustee“) governing the Debentures (the “Indenture“), which has been filed under the Company’s profile on SEDAR at www.sedar.com. The VWAP will be measured utilizing volumes and prices on both the Canadian and U.S. stock exchanges.

Lock-Up Support

Aurora has secured the commitment of investors holding approximately $155 million face value of Debentures to convert their Debentures at the Amended Early Conversion Ratio.

Exchange Details & Benefits

A Debentureholder who elects to convert their Debentures during the Early Conversion Period will receive the following per each $1,000 principal amount of Debentures submitted:

(i)

all Common Shares contractually due under the temporarily amended early conversion ratio equal
to $1,000 principal amount of Debentures divided by the Amended Early Conversion Price per
$1,000 principal amount of such Debentureholder’s Debentures (the “Amended Early Conversion
Ratio
“),

(ii)

accrued and unpaid interest from the last interest payment date, being June 30, 2019, to, but
excluding, November 25, 2019, payable in cash, and

(iii)

future unpaid interest from November 25, 2019, to, but excluding, the date of maturity of the
Debentures, being March 9, 2020, payable in cash

Any Debentureholder who converts their Debentures during the Early Conversion Period by 5:00 p.m. (Toronto time) on November 18, 2019 will receive the Common Shares due under the Amended Early Conversion Ratio under an alternate settlement process as described in the Supplemented Indenture.

In accordance with the terms of the Indenture and, concurrently with this news release, the Company has provided the Trustee with a notice of the Amended Early Conversion Ratio (the “Notice“).  As set out in the Notice, the Company’s Board of Directors has approved the Amended Early Conversion Ratio applicable to the Debentures during the Early Conversion Period.  The Amended Early Conversion Ratio during the Early Conversion Period will not affect the rights of those Debentureholders who do not convert their Debentures prior to the expiry of the Early Conversion Period.

The Company will issue a press release on November 22, 2019 after the close of trading of the stock exchanges, confirming the Amended Early Conversion Price and the Amended Early Conversion Ratio.

Terry Booth, CEO of Aurora, stated: “The early conversion program provides Debentureholders with a meaningful incentive to convert early and we are very pleased to have the institutional support to ensure meaningful participation.”

Board Recommendation

The Company’s Executive Committee and its Board of Directors believe the Amended Early Conversion Ratio is in the best interest of the Company’s shareholders as it will provide maximum balance sheet flexibility.  Aurora has significant financial flexibility under its various financial facilities to finance any remaining Debentures that mature in 2020.

Debentureholders who do not convert their Debentures during the Early Conversion Period will not be entitled to the benefit of the Amended Early Conversion Ratio and will not receive the Common Shares issuable upon conversion of the Debentures, or up front payment of interest to maturity.  For clarity, Debentureholders who do not convert their Debentures during the Early Conversion Period will retain their full rights under the Indenture including conversion right and entitlement to interest, as outlined under the Indenture.

The TSX has conditionally approved the Amended Early Conversion Ratio, the Amended Early Conversion Price and the listing of the additional Common Shares issuable upon conversion of the Debentures at the Amended Early Conversion Price. Listing of these securities is subject to the Company fulfilling standard TSX listing requirements.

Debentureholders are urged to contact their brokers well in advance of the expiry of the Early Conversion Period.

Debentureholder Contact

The Company has retained Laurel Hill Advisory Group (“Laurel Hill“) as solicitation agent.  Debentureholders may contact Laurel Hill toll-free in North America at 1.877.452.7148 or collect outside North America at 1.416.304.0211 or by email at assistance@laurelhill.com.

Prior to the commencement of the Early Conversion Period, the Company reserves the right to withdraw the Notice and the Amended Early Conversion Ratio should market conditions materially deteriorate.

 

SOURCE Aurora Cannabis Inc.

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Valens expands Exclusive Licence Agreement to Bring Leading Cannabis-Infusion Technology to New International Markets

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Valens GroWorks Corp. (TSXV: VGW) (OTCQX: VGWCF) (the “Company” or “Valens“), a cannabinoid-based product company with industry leading extraction, next generation cannabinoid delivery formats and an ISO 17025 accredited analytical lab, is pleased to announce that it has entered an amended manufacturing and sales licence agreement with SōRSE Technology Corporation (“SōRSE“) which grants Valens an exclusive licence for CanadaEuropeAustralia and Mexico to use the proprietary SōRSE emulsion technology (“the Technology“) to produce, market, package, sell and distribute cannabis-infused products (the “Agreement“).

“This Agreement shows Valens’ commitment to invest and broaden its IP portfolio and enable its customers to bring differentiated, next generation products to market,” said Jeff Fallows, President of Valens. “As we move into “Cannabis 2.0” in Canada, we believe the products that offer consistent, high quality and predictable user experiences, like those we are able to create with SōRSE, will capture the lion’s share of attention and be the hallmark for brand development in a strict regulatory environment. With this expanded agreement in place, we have extended this opportunity for our existing customers to key international markets and at the same time established a platform for international consumer brands to add high quality, cannabis infused products to their portfolios.”

The SōRSE Emulsion Technology

The SōRSE emulsion technology transforms cannabis oil into water-soluble forms for use in beverages, edibles, topicals and other consumer products without the burden of cannabis taste, colour or smell. The Technology allows these cannabis infused products to maintain potency when heated, chilled or frozen and provides a number of other key advantages as well, including: (1) a faster observed onset time compared to other infused beverages and edibles, (2) a significant reduction of offset time, (3) an ability to use lower doses of cannabinoids due to the enhanced bioavailability provided by the Technology, and (4) increased consistency and stability with some product formulations achieving more than one-year shelf stability with no evidence of separation.

“We are proud to expand our partnership with Valens and leverage their near-term access to various global markets,” says Howard Lee, CEO of SōRSE. “Over the last year, our team of more than 40 plus professionals has continued to actively focus on creating and developing innovative, desirable products and formats of consumption for cannabis consumers. As emulsion technology becomes more popular through new delivery methods such as ingestion, transdermal, topical and more, it is imperative that quality and safety in consumption leads all innovation in this sector. This is a shared value and mandate that our teams at SōRSE and Valens both prioritize. We look forward to continuing this working relationship with Valens and introducing our award-winning emulsion technology to the global markets.”

Geographic Expansion

The Agreement grants Valens an exclusive licence to use the Technology in CanadaEuropeAustralia and Mexico (except in respect of medical applications requiring clinical trials) during the initial 5-year term, subject to certain performance milestones. This increases the addressable market from 37 million in the current Canada only agreement to 700 million people in the new Agreement, an increase of almost 20x. Furthermore, the Agreement provides a framework for Valens to obtain rights to establish non-exclusive agreements to sell cannabis-infused products using the Technology in the U.S. market and other markets, globally.

Bolstering “Cannabis 2.0” Platform

With the expanded exclusivity, Valens and its white label clients are positioned to not only succeed in the Canadian market, but also in the rapidly emerging legal cannabis and hemp-derived CBD markets in EuropeAustraliaMexico and beyond. The Agreement adds to the Company’s leading white label product offerings across numerous “Cannabis 2.0” categories such as beverages, edibles, transdermal products and more, enabling Valens to better serve its current and future partners.

“We have seen incredible interest from our current and potential clients regarding the SōRSE emulsion technology and we are thrilled to finalize the expanded licence agreement with SōRSE,” said Tyler Robson, CEO of Valens. “We expect the expanded exclusive territory will provide our clients with improved visibility and greater opportunity as they look to build global businesses around cannabis-infused products over the long term.

This is an exciting time in the evolution of ingestible cannabis products such as beverages and edibles. Historically, ingestible products have been lacking the necessary technology to provide a consistent, predictable experience, ultimately giving little reason to consume in this manner. At Valens, we expect that properly formulated, extract-based cannabis products, and infused beverages in particular, could disrupt many established beverage categories such as soft drinks, sports drinks, value-added water and alcohol, the latter of which has a monthly spend per capita that is roughly 16 times higher compared to legal cannabis spend in Canada. We believe the ability to plan an occasion and predict the outcome of use will be a game changer in the market and be the catalyst to bring about the full market potential of cannabis infused beverages and edibles, globally.”

Future White Label Services

The Agreement furthers the existing relationship between Valens and SōRSE and enables Valens to produce and sell SōRSE’s portfolio of branded products in Canada and the other exclusive markets at the option of the Company. These branded products include Happy Apple, a cannabis-infused sparkling cider and Major, a cannabis-infused fruit drink, both recognized as top selling cannabis beverages in the State of Washington, Pearl20, a cannabis-infused food and beverage mixer, and the Utopia line of cannabis-infused sparkling water, among others.

Agreement Summary

The consideration at closing for the exclusivity in the expanded geography was US$10 million, comprised of US$6 million in cash and US$4 million to be issued in common shares of the Company (the “Common Shares“). The Agreement carries an initial 5-year exclusive term with a 2-year renewal of the exclusivity, subject to certain performance milestones related to operational and financial achievements (the “Milestones“). As part of the Agreement, Valens will transfer to SōRSE royalty payments calculated as a percentage of sales (the “Royalty Payments“) and the Royalty Payments will be subject to an annual minimum of $2 million over the 5-year term. The Agreement also provides for a continuation of the Agreement on a non-exclusive basis after the 2-year renewal, subject to annual minimum royalty payments.

All Common Shares pursuant to the Agreement were issued at an indicative price of CDN$3.0471, being the volume-weighted average price of the Common Shares on the TSX Venture Exchange (“TSXV“) for the ten (10) trading days ending December 9, 2019. The Agreement remains subject to approval from the TSXV. All Common Shares issued in connection with the Agreement will be subject to a restricted period of four months and one day. There are no finders’ fees payable by the Company in connection with the Agreement.

 

SOURCE Valens GroWorks Corp.

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Bragar Eagel & Squire, P.C. Reminds Investors That Class Action Lawsuits Have Been Filed Against Energy Transfer LP, Grubhub, Aurora Cannabis, and The RealReal and Encourages Investors to Contact the Firm

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Bragar Eagel & Squire, P.C., a nationally recognized shareholder law firm, reminds investors that class action lawsuits have been commenced on behalf of stockholders of  Energy Transfer LP (NYSE: ET), Grubhub, Inc. (NYSE: GRUB), Aurora Cannabis, Inc. (NYSE: ACB), and The RealReal, Inc. (NASDAQ: REAL). Stockholders have until the deadlines below to petition the court to serve as lead plaintiff. Additional information about each case can be found at the link provided.

Energy Transfer LP (NYSE: ET)

Class Period: February 25, 2017 to November 11, 2019

Lead Plaintiff Deadline: January 20, 2020

On November 12, 2019, the Associated Press reported that Energy Transfer’s Mariner East pipeline project was under investigation by the Federal Bureau of Investigation (“FBI”). Citing interviews with current and former state employees, the Associated Press reported that the FBI’s investigation “involves the permitting of the pipeline, whether [Pennsylvania Governor Tom] Wolf and his administration forced environmental protection staff to approve construction permits and whether Wolf or his administration received anything in return.”

On this news, Energy Transfer’s stock price fell $0.81 per share, or 6.77%, over the following two trading sessions, closing at $11.16 per share on November 13, 2019.

The complaint, filed on November 20, 2019, alleges that throughout the Class Period, defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the company’s business, operational and compliance policies. Specifically, defendants made false and/or misleading statements and/or failed to disclose that: (i) Energy Transfer’s permits to conduct the Mariner East pipeline project in Pennsylvania were secured via bribery and/or other improper conduct; (ii) the foregoing misconduct increased the risk that the Company and/or certain of its employees would be subject to government and/or regulatory action; and (iii) as a result, the Company’s public statements were materially false and misleading at all relevant times.

 

SOURCE Bragar Eagel & Squire, P.C.

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iX Biopharma secures Australian cannabis manufacture licence

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Specialty pharmaceutical company iX Biopharma Ltd (SGX:42C) (“iX Biopharma” or, together with its subsidiaries, “the Group”) is pleased to announce today that its wholly-owned subsidiary, iX Syrinx (“Syrinx”), has been awarded a cannabis manufacture license from the Australian Office of Drug Control under the Narcotics Drugs Act 1967. Under the said licence, the Group is permitted to manufacture and supply extracts and tinctures of cannabis and cannabis resins.

This marks a significant milestone for the Group. Syrinx operates a TGA cGMP certified facility and holds import and export licences for cannabis and State poisons licences; together with the newly granted cannabis manufacture licence, the Group is now able to fully participate in the global medicinal cannabis business.

Importantly, the Group will be able to manufacture and distribute its newly formulated Xativa™ sublingual cannabis wafers in Australia through the Australian Special Access Scheme and in overseas markets. Xativa™ leverages on iX Biopharma’s novel and patented WaferiX™ technology to improve the speed and level of absorption and predictability of effect of medicinal cannabis. Xativa™ provides patients with a more elegant and discreet way to consume medicinal cannabis compared to existing dosage forms for cannabis such as joints, vapes and tinctures, and hence offers a superior user experience. The Group has received feedback from physicians in Australia that the advantages of Xativa™ and its differentiation from the rest of the market offerings are clear and highly desired.

Produced via iX Biopharma’s proprietary freeze-drying technique, the porous and amorphous WaferiX™ matrix holding the active CBD molecules is designed to collapse quickly within the sublingual space. The actives are then transported rapidly across the sublingual membrane into the blood vessels for a rapid onset of action.

“Globally, the use of cannabis for the treatment of a wide range of medical conditions has been growing at an exponential pace. The grant of the cannabis manufacturing licence has come at a most opportune time, allowing us to manufacture, distribute and promote Xativa™ as the gold standard in medicinal cannabis delivery, thereby charting a new growth trajectory for the Group,” said Ms Eva Tan, Director of Corporate and Commercial Strategy of iX Biopharma.

 

SOURCE iX Biopharma Ltd

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