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:

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 [email protected].

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.