Aurora Cannabis Inc. (TSX: ACB) (OTCQB: ACBFF) (Frankfurt: 21P; WKN: A1C4WM) and The Green Organic Dutchman Holdings Ltd. ("TGOD") (privately held) today announced that the companies have completed Aurora's strategic investment in TGOD, as previously announced on January 5, 2018.
Pursuant to the terms of the agreement, Aurora has subscribed for subscription receipts through a private placement (the "Placement"), which shall automatically convert into units upon TGOD's common shares being listed on a stock exchange in Canada (the "Listing Date"). Upon conversion, the units will provide Aurora with a 17.62% interest in TGOD on a non-diluted basis. As previously announced, the Placement consists of 33,333,334 units, priced at $1.65 per unit, for gross proceeds of $55 million. Each unit consists of one common share and one half of one common share purchase warrant, exercisable at $3.00 per common share for a period of 36 months following closing of the offering.
TGOD intends to complete an initial public offering in March of 2018, is currently completing the expansion of its Ancaster, Ontario facility and, together with Aurora Larssen Projects Ltd. ("ALPS") has commenced the project to construct an 820,000 square foot high technology hybrid greenhouse facility in Valleyfield, Quebec, with a projected production capacity in excess of 100,000 kg of organic cannabis per annum.
Additionally, the parties entered into an investor rights agreement (the "Investor Rights Agreement"), whereby Aurora has the option to incrementally increase its ownership interest in TGOD to over 50% upon TGOD achieving certain operational milestones, as previously set out in the companies' news release dated January 5, 2018. The Investor Rights Agreement also provides Aurora with the right to participate in any new equity offerings of TGOD to maintain its pro rata ownership.
Supply Contract
The companies have entered into a supply contract, providing Aurora with the right to purchase up to 20% of the annual production of organic cannabis from TGOD's Ancaster and Valleyfield facilities. This additional supply of more than 23,000 kg per annum will expand Aurora's global funded annual production capacity to approximately 200,000 kg. Under the terms of the contract, Aurora can increase its offtake from these two facilities to 33% upon increasing its ownership interest in TGOD to 31%.
Management Commentary
"This strategic partnership between Aurora and TGOD is mutually beneficial in that it accelerates TGOD's market access and penetration through technology and services, as well as through access to capital and distribution channels, while providing Aurora with a significant, sustainable supply of premium organic cannabis and the opportunity to benefit from TGOD's commercial success," said Terry Booth, CEO of Aurora. "This agreement shows how Aurora increasingly is becoming the partner of choice within the cannabis industry and is able to leverage this position to accelerate shareholder value creation."
"Together with Aurora and its subsidiary ALPS, the industry-leading design consultancy for high-technology hybrid greenhouses, we will be able to accelerate our business plan and establish TGOD as the world's premier provider of premium organic cannabis," said Csaba Reider, President of TGOD. "Utilizing Aurora`s distribution channels will further strengthen our own deep consumer packaged goods and brand building experience, and increase our market reach."
Rob Anderson, TGOD CEO, added, "Partnering with the industry leader in terms of innovation and execution, validates how TGOD's differentiated business model creates substantial value for our partners and shareholders. This is a synergistic partnership that will help TGOD reach an international audience with its premium products and rapidly capture market share in this incredibly dynamic market, and will provide further differentiation and diversification to Aurora's product offering. We look forward to working with the teams at ALPS and Aurora as we execute on our de-risked but aggressive growth strategy."
Aurora Shareholders Approve Share issuance at Special Meeting
The Shareholders of Aurora Cannabis Inc. ("Aurora") voted 98.18% in favour of the share issuance resolution at a special meeting of the shareholders of Aurora held January 15, 2018, for the purpose of approving the issuance of shares to the shareholders of CanniMed Therapeutics Inc.
About Aurora
Aurora's wholly-owned subsidiary, Aurora Cannabis Enterprises Inc., is a licensed producer of medical cannabis pursuant to Health Canada's Access to Cannabis for Medical Purposes Regulations ("ACMPR"). The Company operates a 55,200 square foot, state-of-the-art production facility in Mountain View County, Alberta, known as "Aurora Mountain", a second 40,000 square foot high-technology production facility known as "Aurora Vie" in Pointe-Claire, Quebec on Montreal'sWest Island, and is currently constructing an 800,000 square foot production facility, known as "Aurora Sky", at the Edmonton International Airport, as well as is completing a fourth facility in Lachute, Quebec through its wholly owned subsidiary Aurora Larssen Projects Ltd.
In addition, the Company holds approximately 17.23% of the issued shares in leading extraction technology company Radient Technologies Inc., based in Edmonton, and is in the process of completing an investment in Edmonton-based Hempco Food and Fiber for an ownership stake of up to 50.1%. Furthermore, Aurora is the cornerstone investor with a 22.9% stake in Cann Group Limited, the first Australian company licensed to conduct research on and cultivate medical cannabis. Aurora also owns Pedanios, a leading wholesale importer, exporter, and distributor of medical cannabis in the European Union, based in Germany. The Company offers further differentiation through its acquisition of BC Northern Lights Ltd. and Urban Cultivator Inc., industry leaders, respectively, in the production and sale of proprietary systems for the safe, efficient and high-yield indoor cultivation of cannabis, and in state-of-the-art indoor gardening appliances for the cultivation of organic microgreens, vegetables and herbs in home and professional kitchens. Aurora's common shares trade on the TSX under the symbol "ACB".
About the Green Organic Dutchman Holdings ltd.
The Green Organic Dutchman Holdings Ltd. established in 2012, is licensed under the Access to Cannabis for Medical Purposes Regulations ("ACMPR") to cultivate medical cannabis. The company was granted its cultivation license in 2016 and sales license in 2017. TGOD grows high-quality, organic medical cannabis based on sustainable, all-natural principles, and all products are laboratory tested to ensure patients have access to a standardized, safe and consistent product. TGOD carries out its principal activities producing cannabis from its facilities in Ancaster, Ontario, and is constructing a high-technology, ALPS designed facility in Valleyfield, Quebec. Upon completion, both facilities combined will measure 970,000 square feet, with a total productive capacity of 116,000 kg per year. TGOD has raised approximately $160,000,000, with over 4,000 shareholders, and is well positioned for the planned 2018 March IPO. Interested investor information is available at www.tgod.ca.
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Aurora Cannabis Completes Cornerstone Investment in The Green Organic Dutchman
