T.ACB
| December 10, 2014
Vancouver, British Columbia, December 10, 2014 – Aurora Cannabis Inc. (the “Company”) (CSE: PMC) is pleased to announce the acquisition (the “Transaction”) of all of the issued and outstanding shares of Aurora Marijuana Inc. (“Aurora”) by way of a share exchange agreement dated September 9, 2014, as amended, (the “Share Exchange Agreement”) as previously announced on September 18, 2014.
Aurora is a culture and community minded marijuana company in the final stages of receiving a Licensed
Producer (“LP”) contract from Health Canada under the Marihuana for Medical Purposes Regulations (Canada) (“MMPR”). Aurora’s ready to build approval from Health Canada was issued in January 2014. Since then, Aurora has constructed a brand new purposeful built, state of the art, expandable 54,000 square foot facility located on 160 acres in Mountain View County, Alberta. Located in the foothills of the Canadian Rocky Mountains, the facility is one of a kind with access to fresh mountain water and a three phase, high voltage power grid.
Pursuant to the terms of the Share Exchange Agreement, the Company issued to the shareholders of Aurora (the “Aurora Shareholders”) an aggregate of 60 million common shares of the Company (“Transaction Shares”) at closing of the Transaction. There are an additional 20 million common shares to be issued to the Aurora Shareholders based on performance milestones and 3.75 million warrant shares that have also been reserved for issuance based on funding milestones of the Company.
In addition, the Company:
1. issued a total of:
a. 21.45 million replacement warrants to current holders of Aurora warrants; and
b. 4 million replacement stock options to current holders of Aurora stock options; and (the “Replacement Securities”)
2. assumed Aurora’s currently outstanding non-interest bearing convertible debt in the principal amount of $1,500,000, which is convertible into common shares of the Company at $0.125 per Share.
All Transaction Shares and Replacement Securities issued above are subject to strict escrow provisions and a right of first refusal (the “ROFR”) pursuant to the terms of the Share Exchange Agreement for a period of 36 months. The replacement stock options are also subject to an 18 month vesting period and are also subject to the ROFR.
In connection with the acquisition of Aurora, the Company issued 3 million shares to an unrelated finder for assistance in closing the acquisition of Aurora.
The terms of the Share Exchange Agreement also provided for certain management changes to be effected concurrently with the closing of the acquisition of Aurora as follows:
1. Marc Levy resigned as President and Chief Executive Officer;
2. Nilda Rivera resigned as Chief Financial Officer;
3. John Bean resigned as director and was appointed as Chief Financial Officer;
4. Terry Booth, current principal of Aurora, was appointed as a director and CEO; and
5. Steve Dobler, current principal of Aurora, was appointed as a director and President.
The board of directors of the Company now consists of Terry Booth, Steve Dobler, Isaac Moss and Marc Levy.
Terry Booth, 50, CEO & Director: Mr. Booth has been in the industrial permitting and governmental regulatory sector - for over 20 years. He owns the leading Safety Codes Permitting company in Alberta which holds contracts with Municipal, Provincial and Federal governments. He has sold several successful businesses in Alberta during his career in the electrical and permitting industries.
Steve Dobler, P. Eng., 50, President & Director: Mr. Dobler, has worked closely with Mr. Booth in the permitting space for over 20 years. Mr. Dobler is a Professional Engineer with previous public company experience. He has been involved in numerous private company acquisitions, integrations, operations and successful exits.
John Bean, CA, 50, CFO: Mr. Bean is a cross border financial executive who has been involved in the resource and technology sectors. He has developed business plans, raised capital and negotiated deals with major corporations. Mr. Bean has held several executive positions with SHL Systemhouse and RSI International. He was recently CFO of Underground Energy, where he completed a financial turnaround of the company. Previously he was CFO of Monexa Payment Solutions.
The Transaction was a fundamental change under the policies of the Canadian Securities Exchange (the “CSE”). As such, completion of the Transaction was subject to a number of customary conditions including approval of the CSE. Trading of the Company’s shares on the CSE has been halted in connection with the announcement of the Transaction and is expected to resume when the CSE has reviewed certain documentation relating to the Transaction, including a Form 2A Listing Statement. Pursuant to the CSE, the majority of the shareholders of the Company approved Transaction.
On behalf of the Board of Directors,
AURORA CANNABIS INC.
“Marc E. Levy”
Marc E. Levy
Director
For more information contact the Company at:
Telephone: (604) 669-9788
Facsimile: (604) 669-9768
This news release contains statements about the Company’s expectations regarding the completion of the Transaction that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include failure to complete the Transaction for any reason whatsoever, including that the shareholders and/or regulators may not approve the Transaction. The forward-looking statements contained in this news release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forwardlooking statements or information, except as required by law.
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release. We seek Safe Harbor.