Aurora Retracts Press Release Issued on April 2, 2015 and Announces $3.5 Million in Bridge Loans
April 10, 2015 (Source: Marketwired) — Aurora Cannabis Inc. (CSE:ACB)(FRANKFURT:21P)(WKN:A1C4WM)(OTC PINK:PSNTF) (“Aurora” or the “Company”) reports that the press release dated April 2, 2015, regarding the closing of a $3.5 million bridge loan facility with Century Services Inc. was issued prematurely. The Company has subsequently secured bridge financing from other parties. We apologize for this error and any confusion it may cause.
The bridge financing is in place while the Company explores longer term financing options to support and expand the business. Jacob Securities (“JSI”) has been engaged to explore these longer term solutions. JSI is a leading investment bank in the Cannabis space in North America and has completed over 15 transactions over the previous 12 months including work with multiple MMPR license holders.
Secured Bridge Loan Facility:
The Company closed a $1 million secured bridge loan facility (the “Facility”) with an arm’s length party. The term of the Facility is nine months with a minimum three month term and bears interest at 1.65% per month. Interest is payable monthly and the principal amount is due at the end of the term. There are no penalties if the loan is paid out after 3 months. The Facility is secured by the assets of the Company and its subsidiaries pursuant to general security agreements, a leasehold mortgage on land leased by the Company’s subsidiary and corporate guarantees by the Company’s subsidiaries.
The Company shall pay a Facility fee of 4% of the principal amount.
The proceeds of the Facility shall be used for capital investments.
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Unsecured Bridge Loan:
The Company received an aggregate of $2.5 million under a term loan facility (the “Bridge Loan”) from companies controlled by Mr. Terry Booth, CEO, and Mr. Steve Dobler, President of the Company.
The Bridge Loan is unsecured, bears interest at 8% per annum and matures on October 1, 2015. There is no minimum term. The Bridge Loan serves as interim financing to support the working capital requirements of Aurora.
Terry Booth, CEO, stated: “Aurora is pleased to complete these short term bridge financings while we negotiate terms that better serve the big picture. The Company chose a debt facility vs. an equity facility because at this time we believe the Company is significantly undervalued when compared to our competition. It is our job now to inform the markets about the Aurora Standard and to back that standard with high quality production, stellar execution and superb customer satisfaction in each and every facet of our operations. We look forward to that challenge and have prepared our strategic entry into the emerging cannabis market accordingly.”
Messrs. Booth and Dobler are insiders and majority and controlling shareholders of the Company. Accordingly, the Bridge Loan is considered a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61- 101”). The Company will be exempt from the requirements to obtain a formal valuation in connection with the Bridge Loan pursuant to sections 5.5(a) and 5.5(b) of MI 61-101, as (i) the proceeds of the Bridge Loan does not exceed 25% of the Company’s market capitalization; and (ii) the common shares of the Company are listed only on the CSE. As well, the Bridge Loan is exempt from the minority approval requirements of MI 61-101 as (i) the Bridge Loan was made on reasonable commercial terms that are not less advantageous to Aurora than if it were obtained from a person dealing at arm’s length with Aurora; and (ii) neither the Bridge Loan nor the principal and interest payable thereunder are convertible, directly or indirectly, into equity or voting securities of Aurora. The Company did not file a material change report more than 21 days before the closing of the Bridge Loan as required by MI 61-101 as the Company required the funds immediately for operations and the terms of the Bridge Loan were only finalized recently.
On behalf of the Board of Directors, AURORA CANNABIS INC.
Caution Regarding Forward-Looking Information:
Certain statements in this press release constitute “forward looking” statements within the meaning of applicable Canadian securities legislation, which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. When used in this press release, such statements may use such words as “plan”, “expect”, “intend”, “may”, “will”, “believe”, “anticipate” and other similar terminology. These statements include, but are not limited to, the expectation that the Company will be successful in negotiating and closing a financing with JSI, the Company’s financial position, other financing alternatives, and the expectation that Aurora will be successful in expanding its infrastructure and operations as currently contemplated. These statements reflect management’s current expectations regarding future events and operating performance and speak only as of the date of this press release. The forward-looking statements involve a number of risks and uncertainties. These risks and uncertainties include, but are not limited to, the Company’s ability to obtain additional financing on acceptable terms or at all, changes in equity and debt markets; uncertainties relating to the availability and costs of financing needed for operations, the ability of the Company to service its existing debt facilities, and other risks set out in the Company’s management’s discussion and analysis filed on SEDAR. The Company undertakes no obligation to update publicly or revise any forward looking information, whether a result of new information, future results or otherwise, except as required by law.
The CSE, securities commission or other regulatory authority has not reviewed, approved or disapproved the contents of this press release. We seek Safe Harbour.
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