GB Group Ord Shs GBGPF

Letter to CanniMed shareholders from Aurora

[Skater]

This was on Sedar...

Important Message to CanniMed Shareholders of the Premium Offer to Purchase CanniMed Therapeutics Inc. November 24, 2017 Dear CanniMed Shareholders, This is an exciting time to be a shareholder of CanniMed Therapeutics Inc. (“CanniMed”). On November 24, 2017, Aurora Cannabis Inc. (“Aurora”, or the “Company”) commenced a share exchange takeover bid (the “Offer”) to acquire all of the issued and outstanding common shares of CanniMed (“CanniMed Shares”). Under the terms of the Offer, shareholders of CanniMed are entitled to receive for each CanniMed Share, 4.52586207 Aurora common shares (“Aurora Shares”) up to a maximum of $24.00 in Aurora Shares. Aurora believes that the combination of the two companies is extremely compelling, in the best interest of CanniMed shareholders and will accelerate growth and shareholder value creation not only for CanniMed, but for the combined entity, further extending its leadership position within the global cannabis sector. The combined entity will also have the platform, stability and lower cost of capital by virtue of being the second largest cannabis company by market capitalization. Our preferred course of action was always to seek a mutually agreeable, friendly business combination with CanniMed. Unfortunately, your board of directors (the “CanniMed Board”) has refused to engage with us, despite our repeated attempts to connect and discuss the strong merits of our proposal. Instead, CanniMed announced a defensive transaction to explicitly hinder the success of the Offer and take away your ability to decide for yourself. These actions of CanniMed have led us to take the Offer directly to you as a shareholder and owner of CanniMed. We believe the benefits of the combination are such that inaction is not an option and shareholders of CanniMed should have the right to decide for themselves. I want to take this opportunity to personally invite CanniMed shareholders to join Aurora as we continue to execute our growth strategy with exceptional success. After reading this letter and the accompanying Offer circular, I believe you will agree with shareholders holding 38% of the CanniMed Shares – including three of the largest shareholders – who have already signed support agreements to tender their Shares to our Offer. Aurora is Positioned to Deliver Value to Shareholders of CanniMed Today and in the Future Aurora has been built on the promise of the “Aurora Standard” – an unwavering commitment to excellence in execution in everything we do. This can be seen in Aurora’s two purpose-built, state-of-the-art facilities and the progress we are making toward completion of “Aurora Sky”, the largest capacity and most technologically advanced cannabis cultivation facility in the world being built near the Edmonton International Airport in Alberta. You can also see this in the acquisitions and investments we have made, from Canada to Germany to Australia, including the acquisitions of H2 Biopharma Inc. and Larssen Ltd. Greenhouse Engineering, which we announced just last week. Reasons to Tender to the Aurora Offer Aurora has rapidly become a global leader in the cannabis sector, with a proven track record of exceptional shareholder value creation. Having begun our commercial operations nearly a decade and a half after CanniMed first entered the cannabis market, our latest reported quarterly revenues were already approximately 73% higher than CanniMed’s. Additionally, since CanniMed went public at $12 per share, the return to CanniMed shareholders up to November 14, 2017, based on share price, was 27.5%, whereas Aurora, in that same time frame, achieved a return of 180%. We are asking you to join with three of the largest CanniMed shareholders who are supporting us and tender your shares to the Offer for the following reasons, among others: • Significant Premium to Market Price. The Offer, based on Aurora’s closing share price of $6.42 on November 22, 2017, represents a 56.9% premium over the closing price of CanniMed Shares on November 14, 2017, the last day prior to the public disclosure of our intention to pursue a combination with CanniMed, and a 74.7% premium over the VWAP over the last 20 trading days ending on November 14, 2017. • Receive a Premium vs. Pay a Premium. Our Offer provides you with the opportunity to receive a 74.7% premium over the VWAP of CanniMed Shares over the last 20 trading days ending on November 14, 2017 (56.9% premium based on the prior day close). In contrast, the Newstrike Resources Ltd. agreement has you paying a 26% premium to the Newstrike Resources’ closing price as at November 6, 2017, the last day prior to Newstrike issuing a press release responding to trading activity in its shares. • Support of Major Shareholders – Aurora has entered into lock-up agreements with three of the largest CanniMed shareholders holding 38% of the outstanding CanniMed Shares (the “Locked-Up Shareholders”). The Locked-up Shareholders have agreed to tender their shares to the Offer and are precluded from tendering any of their CanniMed Shares in favour of any other competing acquisition proposal relating to CanniMed. • Potential for Downward Share Price Impact if the Offer is Not Accepted. The Offer represents a significant premium to the market price of CanniMed Shares prior to the public announcement of our interest to acquire CanniMed. If the Offer is not successful and no competing transaction is made, we believe the trading price of CanniMed shares may decline to pre-Offer levels. • Continued Participation with an Industry Leader. Since receiving its first license to produce from Health Canada in February 2015, Aurora has completed a number of acquisitions and investments, completed capital programs to expand facilities and developed marketing and delivery capabilities, demonstrating our ability to be agile, innovative and execute on our business plans. The quality of our execution has propelled Aurora to become one of the global leaders in the sector and we continue to expand our business. The Offer provides CanniMed shareholders the opportunity to continue to participate in the compelling and growing cannabis industry through Aurora with its established and successful track record. • Increased Scale, Capital Markets Presence and Access to Capital. The pro forma combined company would have, based on the current trading price of the Aurora Shares, a market capitalization approaching $3.5 billion. Aurora believes that the combined entity will have greater access to capital and a strong position in the public markets. Aurora has a cash position of more than $180 million (increasing to more than $340 million upon the closing of our most recent capital initiatives), relative to only $54 million for CanniMed, as disclosed in its most recent quarterly financial statements. Aurora’s capitalization gives us unparalleled strength to continue pursuing our global expansion and differentiation strategy. Offer Contingent on the CanniMed-Newstrike Combination Not Proceeding Our offer is contingent on the proposed CanniMed-Newstrike Resources combination not taking place. Given that the holders of 38% of the outstanding CanniMed shares are already locked-up in support of Aurora’s Offer and have agreed to vote against any such proposed action by the CanniMed Board, the Newstrike Resources transaction is a highly conditional proposition, with its success subject to considerable uncertainty. More importantly, we firmly believe this contemplated transaction provides inferior value to CanniMed shareholders today as evidenced by the substantial premium of our Offer. It would dilute your CanniMed Shares significantly, granting 35% ownership of CanniMed to Newstrike Resources shareholders, it would drain CanniMed’s cash to build out Newstrike’s uncompleted facilities and it could create a drag on CanniMed’s share price going forward. The proposed CanniMed-Newstrike Resources deal would require you to accept significant new risk and uncertainty. The Aurora–CanniMed combination, by contrast, offers you immediate value and benefits going forward. Invitation to Shareholders of CanniMed It is now up to you to decide. There is enormous opportunity in the cannabis industry. What might be less well understood is how scale, agility, innovation and execution are the key ingredients to successfully accelerate growth, which are ingredients that you will benefit from through a combination with Aurora. If you share my vision to combine our forces and together build the world’s fastest-growing, most admired cannabis company, please support our Offer. You can do so by tendering your shares to the Offer today by submitting your Letter of Transmittal and CanniMed share certificates to our Depositary and Information Agent, Laurel Hill Advisory Group (if you are a registered shareholder; instructions on how to do so can be found in the Letter of Transmittal), or by instructing your broker/financial advisor to submit your CanniMed shares to our Offer on your behalf. Additional details of the Offer can be found in the enclosed Offer circular. Up-to-date information can also be found on Aurora’s website at www.auroramj.com and on our website dedicated to the offer https://cannimed.auroramj.com/. If you have any questions or require assistance tendering your shares to our Offer, please contact our Depositary and Information Agent, Laurel Hill Advisory Group at 1-877-452-7184 (toll free) or 416-304-0211 (collect) or by email at [e-mail]. I hope you will join us in the exciting journey ahead, working together to build a fully-integrated, preeminent global cannabis company – and a Canadian business champion. Sincerely, Signed “Terry Booth” Terry Booth Chief Executive Officer Aurora Cannabis Inc QUESTIONS AND REQUESTS FOR ASSISTANCE MAY BE DIRECTED TO THE DEPOSITARY AND INFORMATION AGENT FOR THE OFFER Laurel Hill Advisory Group 70 University Avenue, Suite 1440 Toronto, ON M5J 2M4 North American Toll Free Phone: [phone] Outside North America: 1-416-304-0211 Facsimile: 416-646-2415 E-mail: [e-mail]