AURORA CANNABIS INC — M&A Activity 2017

Nov 27, 2017

CB 1 formcb.htm FORM CB Aurora Cannabis Inc.: Form CB - Filed by newsfilecorp.com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Form CB

TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:

| Securities
Act Rule 801 (Rights Offering) | [ ] |
| --- | --- |
| Securities
Act Rule 802 (Exchange Offer) | [X] |
| Exchange
Act Rule 13e-4(h)(8) (Issuer Tender Offer) | [ ] |
| Exchange
Act Rule 14d-1(c) (Third Party Tender Offer) | [ ] |
| Exchange
Act Rule 14e-2(d) (Subject Company Response) | [ ] |
| Filed or submitted in paper if permitted by
Regulation S-T Rule 101(b)(8) | [ ] |

Note: Regulation S-T Rule 101(b)(8) only permits the filing or submission of a Form CB in paper by a party that is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act.

CanniMed Therapeutics Inc. (Name of Subject Company)

N/A (Translation of Subject Company’s Name into English (if applicable))

Canada (Jurisdiction of Subject Company’s Incorporation or Organization)

Aurora Cannabis Inc. (Name of Person(s) Furnishing Form)

Common Stock (Title of Class of Subject Securities)

13767U (CUSIP Number of Class of Securities (if applicable))

CanniMed Therapeutics Inc. 1 Plant Technology Rd. Box 19A, RR#5 Saskatoon, SK, Canada, S7K 3J8 Telephone: (306) 978-6848 (Name, Address (including zip code) and Telephone Number (including area code) of Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)

November 24, 2017 (Date Tender Offer/Rights Offering Commenced)

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PART I - INFORMATION SENT TO SECURITY HOLDERS

ITEM 1. Home Jurisdiction Documents

(a) The following documents have been delivered to holders of securities of, or published in the home jurisdiction of CanniMed Therapeutics Inc. and were required to be disseminated to U.S. security holders or published in the United States:

Exhibit 1.1	Offer to Purchase and Circular
Exhibit 1.2	Letter of Transmittal
Exhibit 1.3	Notice of Guaranteed Delivery

(b)

Not applicable.

ITEM 2. Informational Legends

The required legends are included under the heading “NOTICE TO HOLDERS IN THE UNITED STATES” commencing on the page 6 of the Offer to Purchase and Circular.

PART II - INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS

(1)

None

(2)

| (a) | The annual information form of Aurora Cannabis Inc.
(“Aurora”) dated September 25, 2017 for the year ended June 30,
2017; |
| --- | --- |
| (b) | Aurora’s audited consolidated financial statements for
the fiscal year ended June 30, 2017 and June 30, 2016, and the notes and
the auditor’s report in respect thereof; |
| (c) | Aurora’s management’s discussion and analysis of
financial condition and results of operations for the year ended June 30,
2017; |
| (d) | Aurora’s unaudited condensed consolidated financial
statements for the three months ended September 30, 2017; |
| (e) | Aurora’s management’s discussion and analysis of
financial condition and results of operations for the three months ended
September 30, 2017; |
| (f) | The management information circular dated October 2, 2017
relating to the annual general and special meeting of Aurora’s
shareholders held on November 13, 2017; |
| (g) | Aurora’s material change report dated July 10, 2017
regarding the receipt of conditional approval to list on the
TSX; |

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| (h) | Aurora’s material change report dated July 12, 2017
regarding passing the first stage of German domestic production tender
application process to become a licensed producer of medical cannabis in
Germany; |
| --- | --- |
| (i) | Aurora’s material change report dated July 13, 2017
regarding hosting an Australian delegation led by the Minister of
Agriculture and Minister of Regional Development; |
| (j) | Aurora’s material change report dated July 18, 2017
regarding entering a technical services agreement with Cann Group
Limited; |
| (k) | Aurora’s material change report dated July 21, 2017
regarding the listing and trading of Aurora’s common shares on the
TSX; |
| (l) | Aurora’s material change report dated July 24, 2017
regarding ringing the bell at start of trading on the TSX; |
| (m) | Aurora’s material change report dated July 31, 2017
regarding the proposed strategic investment in Hempco Foods and Fiber Inc.
(“Hempco”); |
| (n) | Aurora’s material change report dated July 31, 2017
regarding the debenture conversion by Radient Technologies Inc.
(“Radient”); |
| (o) | Aurora’s material change report dated August 8, 2017
regarding the appointment of certain Vice Presidents; |
| (p) | Aurora’s material change report dated August 31, 2017
regarding an operation update; |
| (q) | Aurora’s material change report dated September 18, 2017
regarding the completion of an investment in Hempco; |
| (r) | Aurora’s material change report dated September 19, 2017
regarding the receipt of permits required to ship dried cannabis flower
from Canada to Germany; |
| (s) | Aurora’s material change report dated September 26, 2017
regarding the announcement of the fourth quarter and financial year end
financial results; |
| (t) | Aurora’s material change report dated September 28, 2017
regarding entering into a hardware supply agreement with Namaste
Technologies Inc.; |
| (u) | Aurora’s material change report dated September 29, 2017
regarding the grant of restricted share units and stock options; |
| (v) | Aurora’s material change report dated October 2, 2017
regarding the acquisition of BC Northern Lights Enterprises Ltd. and Urban
Cultivator Inc.; |
| (w) | Aurora’s material change report dated October 5, 2017
regarding the launch of Aurora Envoy™, a patent-pending live plant
transporter to target the home grow
market; |

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| (x) | Aurora’s material change report dated October 10, 2017
regarding the announcement of a C$50 million prospectus
offering; |
| --- | --- |
| (y) | Aurora’s material change report dated October 10, 2017
regarding the upsizing of the C$50 million prospectus offering to C$60
million; |
| (z) | Aurora’s material change report dated October 16, 2017
regarding the announcement of a C$6 million private placement; |
| (aa) | Aurora’s material change report dated October 23, 2017
regarding the extension towards finalizing an agreement with
Radient; |
| (bb) | Aurora’s material change report dated November 2, 2017
regarding the closing of the previously announced C$60 million prospectus
offering; |
| (cc) | Aurora’s material change report dated November 6, 2017
regarding the entering into a master services agreement with
Radient; |
| (dd) | Aurora’s material change report dated November 6, 2017
regarding the start of vaporizer sales through Aurora’s website; |
| (ee) | Aurora’s material change report dated November 7, 2017
regarding the conversion of the remaining balance of Aurora’s C$25 million
debenture; |
| (ff) | Aurora’s material change report dated November 9, 2017
announcing Aurora’s Q1 fiscal results; |
| (gg) | Aurora’s material change report dated November 9, 2017
regarding the approval by Hempco shareholders of Aurora’s
investment; |
| (hh) | Aurora’s material change report dated November 14, 2017
announcing the 2017 annual general meeting voting results; |
| (ii) | Aurora’s material change report dated November 14, 2017
regarding the submission of a proposal to CanniMed; |
| (jj) | Aurora’s material change report dated November 15, 2017
regarding the acceleration of the warrant expiry; |
| (kk) | Aurora’s material change report dated November 16, 2017
announcing a C$100 million financing; and |
| (ll) | Aurora’s material change report dated November 16, 2017
regarding the conversion of the remaining balance of the C$75 million
debenture. |
| (mm) | Aurora’s material change report dated November 20, 2017 regarding the intention to make the Offer |

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PART III - CONSENT TO SERVICE OF PROCESS

Concurrently with the furnishing of this Form CB, Aurora Cannabis Inc. is filing a Form F-X with the United States Securities and Exchange Commission, appointing an agent for service of process in connection with the transaction to which this Form CB relates..

PART IV - SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

AURORA CANNABIS INC.
By:	/s/ Glen Ibbott
Name:	Glen Ibbott
Title:	Chief Financial Officer
Date:	November 27, 2017

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EXHIBIT INDEX

Exhibit	Description
1.1	Offer to Purchase and Circular
1.2	Letter of Transmittal
1.3	Notice of Guaranteed Delivery
1.4	The annual information form of
Aurora Cannabis Inc. (“Aurora”) dated September 25, 2017 for the year
ended June 30, 2017
1.5	Aurora’s audited consolidated
financial statements for the fiscal year ended June 30, 2017 and June 30,
2016, and the notes and the auditor’s report in respect thereof
1.6	Aurora’s management’s
discussion and analysis of financial condition and results of operations
for the year ended June 30, 2017
1.7	Aurora’s unaudited condensed
consolidated financial statements for the three months ended September 30,
2017
1.8	Aurora’s management’s
discussion and analysis of financial condition and results of operations
for the three months ended September 30, 2017
1.9	The management information
circular dated October 2, 2017 relating to the annual general and special
meeting of Aurora’s shareholders held on November 13, 2017
1.10	Aurora’s material change report
dated July 10, 2017 regarding the receipt of conditional approval to list
on the TSX
1.11	Aurora’s material change report
dated July 12, 2017 regarding passing the first stage of German domestic
production tender application process to become a licensed producer of
medical cannabis in Germany
1.12	Aurora’s material change report
dated July 13, 2017 regarding hosting an Australian delegation led by the
Minister of Agriculture and Minister of Regional Development
1.13	Aurora’s material change report
dated July 18, 2017 regarding entering a technical services agreement with
Cann Group Limited
1.14	Aurora’s material change report
dated July 21, 2017 regarding the listing and trading of Aurora’s common shares
on the TSX
1.15	Aurora’s material change report
dated July 24, 2017 regarding ringing the bell at start of trading on the
TSX
1.16	Aurora’s material change report
dated July 31, 2017 regarding the proposed strategic investment in Hempco Foods and Fiber Inc. (“Hempco”)

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| 1.17 | Aurora’s material change report dated July 31, 2017
regarding the debenture conversion by Radient Technologies Inc.
(“Radient”) |
| --- | --- |
| 1.18 | Aurora’s material change report dated August 8, 2017
regarding the appointment of certain Vice Presidents |
| 1.19 | Aurora’s material change report dated August 31, 2017
regarding an operation update |
| 1.20 | Aurora’s material change report dated September 18, 2017
regarding the completion of an investment in Hempco |
| 1.21 | Aurora’s material change report dated September 19, 2017
regarding the receipt of permits required to ship dried cannabis flower
from Canada to Germany |
| 1.22 | Aurora’s material change report dated September 26, 2017
regarding the announcement of the fourth quarter and financial year end
financial results |
| 1.23 | Aurora’s material change report dated September 28, 2017
regarding entering into a hardware supply agreement with Namaste
Technologies Inc. |
| 1.24 | Aurora’s material change report dated September 29, 2017
regarding the grant of restricted share units and stock options |
| 1.25 | Aurora’s material change report dated October 2, 2017
regarding the acquisition of BC Northern Lights Enterprises Ltd. and Urban
Cultivator Inc. |
| 1.26 | Aurora’s material change report dated October 5, 2017
regarding the launch of Aurora Envoy™, a patent-pending live plant
transporter to target the home grow market |
| 1.27 | Aurora’s material change report dated October 10, 2017
regarding the announcement of a C$50 million prospectus offering |
| 1.28 | Aurora’s material change report dated October 10, 2017
regarding the upsizing of the C$50 million prospectus offering to C$60
million |
| 1.29 | Aurora’s material change report dated October 16, 2017
regarding the announcement of a C$6 million private placement |
| 1.30 | Aurora’s material change report dated October 23, 2017
regarding the extension towards finalizing an agreement with
Radient |
| 1.31 | Aurora’s material change report dated November 2, 2017
regarding the closing of the previously announced C$60 million prospectus
offering |
| 1.32 | Aurora’s material change report dated November 6, 2017
regarding the entering into a master services agreement with
Radient |

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| 1.33 | Aurora’s material change report
dated November 6, 2017 regarding the start of vaporizer sales through
Aurora’s website |
| --- | --- |
| 1.34 | Aurora’s material change report
dated November 7, 2017 regarding the conversion of the remaining balance
of Aurora’s C$25 million debenture |
| 1.35 | Aurora’s material change report
dated November 9, 2017 announcing Aurora’s Q1 fiscal results |
| 1.36 | Aurora’s material change report
dated November 9, 2017 regarding the approval by Hempco shareholders of
Aurora’s investment |
| 1.37 | Aurora’s material change report
dated November 14, 2017 announcing the 2017 annual general meeting voting
results |
| 1.38 | Aurora’s material change report
dated November 14, 2017 regarding the submission of a proposal to CanniMed |
| 1.39 | Aurora’s material change report
dated November 15, 2017 regarding the acceleration of the warrant expiry |
| 1.40 | Aurora’s material change report
dated November 16, 2017 announcing a C$100 million financing |
| 1.41 | Aurora’s material change report
dated November 16, 2017 regarding the conversion of the remaining balance
of the C$75 million debenture |
| 1.42 | Aurora’s material change report dated November 20, 2017 regarding the intention to make the Offer |