Mr. Terry Booth reports
AURORA ANNOUNCES TERMS AND INCREASE OF BROKERED PRIVATE PLACEMENT TO $18 MILLION
Further to its news release dated June 8, 2016, Aurora Cannabis Inc. has provided the pricing terms, and has increased the size, of its best efforts private placement offering of subscription receipts. Canaccord Genuity Corp. is the lead manager and sole bookrunner for the offering.
Aurora will offer to sell, on a private placement basis, 45 million subscription receipts at a price of 40 cents per subscription receipt, for an aggregate of $18-million in gross proceeds. Upon satisfaction of certain escrow release conditions, each subscription receipt shall be automatically exchanged, without any further action by the holder of such subscription receipt (and for no additional consideration), for one common share in the capital of the corporation and a half of one warrant, with each whole warrant exercisable at a price of 55 cents for one common share, subject to adjustment in certain events, for a period of two years.
The company has granted the agent an overallotment option to offer for sale an additional 12.5 million subscription receipts for gross proceeds of $5-million on the same terms and conditions as the offering. The overallotment option is exercisable in whole or in part up to 48 hours prior to the closing of the offering. The closing of the offering is expected to take place on or about July 28, 2016.
Proceeds from the private placement are anticipated to be used to satisfy the cash component of the acquisition of CanvasRx Inc., and to finance a major expansion of Aurora's production capacity, with construction of a second large production facility in Alberta, Canada.
"This financing will provide Aurora with the capital to execute on core elements of our strategic plan, and I'm very pleased by the enthusiastic response to the private placement," said Terry Booth, chief executive officer. "Since we commenced product sales in January, 2016, we've established ourselves as a leading driver in the cannabis sector, with unprecedented rates of growth and patient registration. Our business strategy is to rapidly expand production capacity, continue to operationalize industry-leading technology, and ensure absolute consistency of the Aurora standard, in terms of our product quality and our customer care experience."
The subscription receipts will be issued pursuant to a subscription receipt agreement to be entered into among the company, the agent and a subscription receipt agent to be agreed upon. Pursuant to the subscription receipt agreement, the gross proceeds from the offering (less half of the agents' cash commission and all of the agents' expenses) will be held in escrow pending satisfaction of the escrow release conditions, including (i) the satisfaction of all conditions precedent to the completion of the acquisition; (ii) Aurora shall have complied with all requirements under the policies of the Canadian Stock Exchange in connection with the offering, (iii) the receipt of all necessary shareholder, regulatory, third party approvals, if any, with respect to the acquisition, and (iv) Aurora shall not be in breach or default of any of its covenants or obligations under the subscription receipt agreement or the agency agreement to be entered into with the agent. Upon satisfaction of the escrow release conditions, the escrowed funds, together with any interest earned thereon, will be released to the company.
If the escrow release conditions have not been satisfied by 5 p.m. (EST), on Nov. 25, 2016, the subscription receipts will be deemed to be cancelled and holders of subscription receipts will receive a cash amount equal to the offering price of the subscription receipts and any interest that has been earned on the escrowed funds less any applicable withholding taxes.
The offering is subject to certain conditions including receipt of all regulatory approvals and satisfaction of all conditions (other than payment of the closing date cash payment) for the completion of the acquisition.
We seek Safe Harbor.
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