Aurora Cannabis (CSE: ACB) (OTC: ACBFF) is facing a legal challenge relating to warrants that were originally issued to a party involved with the reverse merger. The company first disclosed the issue in March, when it revealed shortly after filing its FY16-Q2 financials that it was suing former Director Marc Levy and several associates:
The lawsuit was filed in connection with a number of inappropriate actions taken by the defendants that were not in the best interests of the Company prior to completion of the RTO and during the time period that Levy remained a director of the Company post-RTO. Accordingly, the Company is seeking legal remedies and appropriate damages.
The company also disclosed legal issues with Levy’s mother:
The Company has been named in a proceeding commenced by Levy’s mother, Riva Dubrofsky, pertaining to the repayment of a loan that was made prior to the completion of the RTO. The Company is defending this claim on the basis that the loan’s rate of interest is in excess of, or would result in the lender receiving interest in excess of, the criminal interest rate.
The Company has also been named in a proceeding commenced by Cannavest Capital Corp., in which Dubrofsky is a principal, in relation to the purported exercise of certain warrants. The Company is vigorously defending this claim on the basis that the plaintiff failed to perform its obligations and fundamentally breached the terms of the agreement pursuant to which the warrants were issued.
The company’s FY16-Q3 financials filed in May shed more light on the situation:
In December 2015, a claim was commenced against the Company regarding the 9,000,000 warrants at $0.02 per share issued to a consultant prior to the RTO (Note 12(e)(1)(3)). These warrants were issued conditional upon the warrantholder completing an equity financing for the Company. As of this date, the warrantholder has failed to meet this condition and, as a result, the Company is in the process of formally cancelling these unvested warrants. The warrantholder is attempting to enforce exercise rights which the Company believes do not exist. The Company intends to defend this claim vigorously.
Today, Cannavest Capital issued a press release indicating that it is suing the company to exercise the warrants and for damages it has sustained.
Cannavest Capital Corp. (“Cannavest”) announces that it has filed a lawsuit against Aurora Cannabis Inc. (CSE: ACB, OTCQX: ACBFF) (“Aurora”) in the Supreme Court of British Columbia.
Cannavest is challenging Aurora’s refusal to honour Cannavest’s legal right to exercise common share purchase warrants (the “Warrants”) for common shares in the capital of Aurora at a price of $0.02 per common share. Nine million Warrants were originally granted to Cannavest while Aurora was a private company and were, subsequently, reissued to Cannavest by Aurora when the common shares of Aurora listed on the Canadian Securities Exchange on December 9, 2014. On December 4, 2015 Cannavest exercised 500,000 of the 9,000,000 warrants it holds. Aurora failed to issue 500,000 shares to Cannavest or provide it with share certificates and new warrants reflecting the balance of the shares purchasable under the Warrants. Cannavest has retained the services of Miller Thomson LLP to enforce its lawful right to the Warrants, and the underlying common shares, and to claim for damages. A trial has tentatively been set for March 2017.
Aurora’s stock has declined significantly from year-end and from when Cannavest Capital tried to exercise its warrants in early December:
Note: Following publication, Aurora provided a comment:
There’s nothing new here, and no change in the status of the lawsuits,” said Cam Battley, a Vice President at Aurora. “Mr. Levy was a former director and officer who was involved with Prescient Mining Corporation, the shell vehicle for the Aurora RTO. He is no longer associated with Aurora. In my opinion, this news release looks like a rather clumsy attempt to cause mischief to a rapidly growing company. We’ve got too many exciting things going on now to worry about a dispute from a long time ago.