Aurora Cannabis Inc.: Form CB/A - Filed by newsfilecorp.com

0001062993-18-000539.txt : 20180209 0001062993-18-000539.hdr.sgml : 20180209 20180209122825 ACCESSION NUMBER: 0001062993-18-000539 CONFORMED SUBMISSION TYPE: CB/A PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 20180209 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CanniMed Therapeutics Inc. CENTRAL INDEX KEY: 0001695631 IRS NUMBER: 000000000 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: CB/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90192 FILM NUMBER: 18589992 BUSINESS ADDRESS: STREET 1: 1 PLANT TECHNOLOGY ROAD STREET 2: BOX 19A, RR#5 CITY: SASKATOON STATE: A9 ZIP: S7K 3J8 BUSINESS PHONE: 306-975-1207 MAIL ADDRESS: STREET 1: 1 PLANT TECHNOLOGY ROAD STREET 2: BOX 19A, RR#5 CITY: SASKATOON STATE: A9 ZIP: S7K 3J8 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AURORA CANNABIS INC CENTRAL INDEX KEY: 0001683541 IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: CB/A BUSINESS ADDRESS: STREET 1: 1500 - 1199 WEST HASTINGS ST. CITY: VANCOUVER STATE: A1 ZIP: V6E 3T5 BUSINESS PHONE: 604-362-5207 MAIL ADDRESS: STREET 1: 1500 - 1199 WEST HASTINGS ST. CITY: VANCOUVER STATE: A1 ZIP: V6E 3T5 CB/A 1 formcba.htm FORM CB/A Aurora Cannabis Inc.: Form CB/A - Filed by newsfilecorp.com

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

Form CB/A

TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM

(AMENDMENT NO. 6)

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)

- 2 -

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:

	On November 24, 2017, Aurora Cannabis Inc. commenced an offer to purchase all of the common shares of CanniMed Therapeutics Inc. On November 24, 2017, Aurora Cannabis Inc.

filed with Canadian securities authorities in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Quebec, via the System for Electronic Document Analysis and Retrieval,
caused to be delivered to holders of securities of CanniMed Therapeutics Inc., and
furnished to the Securities and Exchange Commission on Form CB,

its Offer to Purchase and Circular, together with the exhibits referenced therein.¹

On January 12, 2018, Aurora Cannabis Inc.

filed with Canadian securities authorities in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Quebec, via the System for Electronic Document Analysis and Retrieval,
caused to be delivered to holders of securities of CanniMed Therapeutics Inc., and
furnished to the Securities and Exchange Commission as Exhibit 1.1 to Amendment No. 1 to Aurora Cannabis Inc.’s Form CB,

its Notice of Change of Information Relating to the Aurora Cannabis Inc. Offer to Purchase All of the Common Shares of CanniMed Therapeutics Inc.²

On January 12, 2018, Aurora Cannabis Inc. issued the following news releases pursuant to the orders of the Financial and Consumer Affairs Authority of Saskatchewan and the Ontario Securities Commission dated December 22, 2017:

News release of Aurora Cannabis Inc. dated November 14, 2017, amended and restated with additional information on January 12, 2018, regarding submission of proposal to CanniMed Therapeutics Inc. board and execution of lock-up agreements with CanniMed shareholders²

News release of Aurora Cannabis Inc. dated November 20, 2017, amended and restated with additional information on January 12, 2018, regarding announcement of intention to launch takeover bid for CanniMed Therapeutics Inc.²

- 3 -

On December 27, 2017, Aurora Cannabis Inc. issued the following news release to report the results of hearings held before the Financial and Consumer Affairs Authority of Saskatchewan and the Ontario Securities Commission on December 20-21, 2017, in connection with Aurora Cannabis Inc.’s offer to purchase all of the common shares of CanniMed Therapeutics Inc.:

News release of Aurora Cannabis Inc. dated December 27, 2017²

As permitted under Canadian takeover bid rules, Aurora Cannabis Inc. has completed certain normal course purchases of CanniMed Therapeutics Inc. common shares through the facilities of The Toronto Stock Exchange, as disclosed in the following news releases:

News release of Aurora Cannabis Inc. dated December 29, 2017, announcing the purchase of 450,000 shares of CanniMed Therapeutics Inc.²

News release of Aurora Cannabis Inc. dated January 2, 2018, announcing the purchase of 116,000 shares of CanniMed Therapeutics Inc.²

News release of Aurora Cannabis Inc. dated January 4, 2018, announcing the purchase of 91,800 shares of CanniMed Therapeutics Inc.²

News release of Aurora Cannabis Inc. dated January 5, 2018, announcing the purchase of 24,600 shares of CanniMed Therapeutics Inc.²

News release of Aurora Cannabis Inc. dated January 12, 2018, announcing the purchase of 7,400 shares of CanniMed Therapeutics Inc.²

News release of Aurora Cannabis Inc. dated January 15, 2018, announcing the purchase of 10,800 shares of CanniMed Therapeutics Inc.³

On January 24, 2018, Aurora Cannabis Inc. issued the following joint news release with CanniMed Therapeutics Inc. to announce the entry into a support agreement and new offer terms, in connection with Aurora Cannabis Inc.’s offer to purchase all of the common shares of CanniMed Therapeutics Inc.:

News release of Aurora Cannabis Inc. and CanniMed Therapeutics Inc. dated January 24, 2018, announcing the entry into a support agreement and new offer terms by Aurora Cannabis.⁴

Support Agreement between Aurora Cannabis Inc. and CanniMed Therapeutics Inc. dated January 24, 2018.⁵

- 4 -

On January 26, 2018, Aurora Cannabis Inc. filed with Canadian Securities Administrators in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Quebec, via the System for Electronic Document Analysis and Retrieval, the following material change report related to its entry into the Support Agreement with CanniMed Therapeutics Inc. in connection with Aurora Cannabis Inc.’s offer to purchase all issued and outstanding common shares of CanniMed Therapeutics Inc.:

Material Change Report of Aurora Cannabis Inc., dated January 26, 2018, related to its entry into the Support Agreement with CanniMed Therapeutics Inc. in connection with Aurora Cannabis Inc.’s offer to purchase all issued and outstanding common shares of CanniMed Therapeutics Inc.⁵

On February 6, 2018, Aurora Cannabis Inc. Aurora Cannabis Inc. filed with Canadian securities authorities in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Quebec via the System for Electronic Document Analysis and Retrieval, and caused to be delivered to holders of common shares of CanniMed Therapeutics Inc., the following documents:

its Notice of Variation to the Aurora Cannabis Inc. Offer to Purchase All of the Common Shares of CanniMed Therapeutics Inc.⁶

Amended Letter of Transmittal⁶

	Notes:

	1.	Previously furnished to the Securities and Exchange Commission by Aurora Cannabis Inc. on November 27, 2017, as exhibits to its Form CB

	2.	Previously furnished to the Securities and Exchange Commission by Aurora Cannabis Inc. on January 16, 2018 as exhibits to Amendment No. 1 to its Form CB

	3.	Previously furnished to the Securities and Exchange Commission by Aurora Cannabis Inc. on January 17, 2018 as an exhibit to Amendment No. 2 to its Form CB

	4.	Previously furnished to the Securities and Exchange Commission by Aurora Cannabis Inc. on January 26, 2018 as an exhibit to Amendment No. 3 to its Form CB

	5.	Previously furnished to the Securities and Exchange Commission by Aurora Cannabis Inc. on January 30, 2018 as an exhibit to Amendment No. 4 to its Form CB

	6.	Previously furnished to the Securities and Exchange Commission by Aurora Cannabis Inc. on February 8, 2018 as an exhibit to Amendment No. 5 to its Form CB

Exhibit 1.1

Lock-up Agreement between Aurora Cannabis Inc., CanniMed Therapeutics Inc. and Brent Zettl dated January 29, 2018

- 5 -

Exhibit 1.2	Lock-up Agreement between Aurora Cannabis Inc., CanniMed Therapeutics Inc. and [Redacted] dated February 3, 2018

Exhibit 1.3	Lock-up Agreement between Aurora Cannabis Inc., CanniMed Therapeutics Inc. and [Redacted] dated January 29, 2018

Exhibit 1.4	Lock-up Agreement between Aurora Cannabis Inc., CanniMed Therapeutics Inc. and [Redacted] dated January 29, 2018

Exhibit 1.5	Lock-up Agreement between Aurora Cannabis Inc., CanniMed Therapeutics Inc. and [Redacted] dated January 31, 2018

Exhibit 1.6	Lock-up Agreement between Aurora Cannabis Inc., CanniMed Therapeutics Inc. and [Redacted] dated February 2, 2018

Exhibit 1.7	Lock-up Agreement between Aurora Cannabis Inc., CanniMed Therapeutics Inc. and [Redacted] dated January 31, 2018

Exhibit 1.8	Lock-up Agreement between Aurora Cannabis Inc., CanniMed Therapeutics Inc. and [Redacted] dated January 29, 2018

Exhibit 1.9	Lock-up Agreement between Aurora Cannabis Inc., CanniMed Therapeutics Inc. and [Redacted] dated January 31, 2018

Exhibit 1.10	Lock-up Agreement between Aurora Cannabis Inc., CanniMed Therapeutics Inc. and [Redacted] dated January 26, 2018

Exhibit 1.11	Lock-up Agreement between Aurora Cannabis Inc., CanniMed Therapeutics Inc. and [Redacted] dated January 31, 2018

(b)

Not applicable.

Item 2.

Informational Legends

The required legends are included under the heading “NOTICE TO CANNIMED SHAREHOLDERS IN THE UNITED STATES”, commencing on the page 49 of the Notice of Variation to the Aurora Cannabis Inc. Offer to Purchase All of the Common Shares of CanniMed Therapeutics Inc.

The required legends were also included:

(a)

under the heading “NOTICE TO CANNIMED SHAREHOLDERS IN THE UNITED STATES”, commencing on the page 7 of the Notice of Change of Information Relating to the Aurora Cannabis Inc. Offer to Purchase All of the Common Shares of CanniMed Therapeutics Inc., which was furnished to the Securities and Exchange Commission as Exhibit 1.1 to Amendment No. 1 to Aurora Cannabis Inc.’s Form CB; and

- 6 -

(b)	under the heading “NOTICE TO HOLDERS IN THE UNITED STATES”, commencing on page v of the original Offer to Purchase and Circular, which was furnished to the Securities and Exchange Commission as Exhibit 1.1 to Aurora Cannabis Inc.’s Form CB.

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

(1)

None.

PART III - CONSENT TO SERVICE OF PROCESS

Aurora Cannabis Inc. filed 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/A relates when it furnished the original Offer to Purchase and Circular to the Securities and Exchange Commission on Form CB on November 24, 2017.

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:	February 8, 2018

- 7 -

EXHIBIT INDEX

Exhibit	Description

1.1	Lock-up Agreement between Aurora Cannabis Inc., CanniMed Therapeutics Inc. and Brent Zettl dated January 29, 2018

1.2	Lock-up Agreement between Aurora Cannabis Inc., CanniMed Therapeutics Inc. and [Redacted] dated February 3, 2018

1.3	Lock-up Agreement between Aurora Cannabis Inc., CanniMed Therapeutics Inc. and [Redacted] dated January 29, 2018

1.4	Lock-up Agreement between Aurora Cannabis Inc., CanniMed Therapeutics Inc. and [Redacted] dated January 29, 2018

1.5	Lock-up Agreement between Aurora Cannabis Inc., CanniMed Therapeutics Inc. and [Redacted] dated January 31, 2018

1.6	Lock-up Agreement between Aurora Cannabis Inc., CanniMed Therapeutics Inc. and [Redacted] dated February 2, 2018

1.7	Lock-up Agreement between Aurora Cannabis Inc., CanniMed Therapeutics Inc. and [Redacted] dated January 31, 2018

1.8	Lock-up Agreement between Aurora Cannabis Inc., CanniMed Therapeutics Inc. and [Redacted] dated January 29, 2018

1.9	Lock-up Agreement between Aurora Cannabis Inc., CanniMed Therapeutics Inc. and [Redacted] dated January 31, 2018

1.10	Lock-up Agreement between Aurora Cannabis Inc., CanniMed Therapeutics Inc. and [Redacted] dated January 26, 2018

1.11	Lock-up Agreement between Aurora Cannabis Inc., CanniMed Therapeutics Inc. and [Redacted] dated January 31, 2018

EX-1.1 2 exhibit1-1.htm EXHIBIT 1.1 Aurora Cannabis Inc.: Exhibit 1.1 - Filed by newsfilecorp.com

January 29, 2018

CanniMed Therapeutics Inc.

1 Plant Technology Road

Box 19A, RR#5

Saskatoon, Saskatchewan

S7K 3J8

and

Aurora Cannabis Inc.

1500 - 1199 West Hastings St.

Vancouver, British Columbia

V6E 3T5

Dear Sirs/Mesdames:

Re:

Lockup Agreement

Brent Zettl (the “Shareholder”) understands that CanniMed Therapeutics Inc. (“CanniMed”) and Aurora Cannabis Inc. (“Aurora”) wish to enter into a support agreement dated as of the date hereof (the “Support Agreement”) contemplating the support of CanniMed for Aurora’s amended offer to purchase (the “Offer”) all of the issued and outstanding common shares of CanniMed (the “CanniMed Shares”). One of the conditions of the Offer is that more than 66^2/3% or more of the CanniMed Shares held by CanniMed shareholders have been validly tendered under the Offer and not withdrawn. The Shareholder is the beneficial owner of the number of common shares and options, if any, of CanniMed listed in Schedule “A” (the “Holder’s Securities”). The name of the registered holder of the Holder’s Securities is also set out in Schedule “A” (if different from the Shareholder).

The Shareholder hereby agrees, in its capacity as securityholder, from the date hereof until the earlier of: (i) the expiry date of the Offer, (ii) the date the Support Agreement is terminated in accordance with its terms, (iii) the date that the Offer or the terms of the Offer or the Support Agreement are amended in any manner adverse to the Shareholder, (iv) April 15, 2018, and (v) the date that a Superior Proposal (as defined in the Support Agreement and determined by the board of directors of CanniMed) has been made for all or substantially all of the CanniMed Shares or assets:

	(a)	to tender, deposit or cause to be tendered or deposited under the Offer all of the Holder’s Securities together with, as applicable, a duly completed and executed letter of transmittal as soon as practicable and in any event no later than five (5) business days prior to the Expiry Time of the Offer; and thereafter except as may be permitted under this Lockup Agreement, not withdraw or permit the Holder’s Securities to be withdrawn from the Offer;

	(b)	not to take any action which may in any way adversely affect the success of the Offer;

	(c)	not to, directly or indirectly, make, or participate in making, any statement or take any action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Offer; and

	(d)	not to, directly or indirectly, sell, transfer, pledge or assign or agree to sell, transfer, pledge or assign any of the Holder’s Securities or any interest therein, without your prior written consent.

Notwithstanding any other provision of this Lockup Agreement, if the Shareholder is a director or officer of CanniMed, CanniMed and Aurora hereby agree and acknowledge that the Shareholder is bound hereunder solely in his capacity as a shareholder of CanniMed and that the provisions hereof shall not be deemed or interpreted to bind the Shareholder in his capacity as a director or officer of CanniMed. Nothing in this Lockup Agreement shall be construed to prohibit, limit or restrict the Shareholder from fulfilling his or her fiduciary duties as a director or officer of CanniMed.

The Shareholder hereby represents and warrants that (a) it is the sole beneficial owner of the Holder’s Securities, and, the Shareholder has the sole right to tender all of the Holder’s Securities to the Offer, and (b) other than as disclosed to the parties to this Lockup Agreement, the only securities of CanniMed beneficially owned, directly or indirectly, by the Shareholder on the date hereof are the Holder’s Securities.

This Lockup Agreement shall be governed by the laws of the Province of Saskatchewan and the federal laws of Canada applicable therein.

[remainder of page intentionally left blank]

If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing the enclosed copies of this letter agreement where indicated below and returning the same to the undersigned, upon which this letter agreement as so accepted shall constitute an agreement among the Shareholder, CanniMed and Aurora.

Yours truly,

(signed) “Brent Zettl”
Brent Zettl

Accepted and agreed on this 29^th day of January, 2018.

CanniMed Therapeutics Inc.

By: (signed) “Brent Zettl”
Name: Brent Zettl
Title: Authorized Signatory

Aurora Cannabis Inc.


By: (signed) “Terry Booth”
Name: Terry Booth
Title: Chief Executive Officer

Schedule “A”

Holder’s Securities

Number of Securities	Name of Beneficial Owner	Name of Registered Holder (e.g. Broker or Custodian)
2,130,876 common shares 0 options	Brenton Harold Zettl	Brenton Harold Zettl

EX-1.2 3 exhibit1-2.htm EXHIBIT 1.2 Aurora Cannabis Inc.: Exhibit 1.2 - Filed by newsfilecorp.com

February 3, 2018

CanniMed Therapeutics Inc.

1 Plant Technology Road

Box 19A, RR#5

Saskatoon, Saskatchewan

S7K 3J8

and

Aurora Cannabis Inc.

1500 - 1199 West Hastings St.

Vancouver, British Columbia

V6E 3T5

Dear Sirs/Mesdames:

Re:

Lockup Agreement

******** (the “Shareholder”) understands that CanniMed Therapeutics Inc. (“CanniMed”) and Aurora Cannabis Inc. (“Aurora”) wish to enter into a support agreement dated as of the date hereof (the “Support Agreement”) contemplating the support of CanniMed for Aurora’s amended offer to purchase (the “Offer”) all of the issued and outstanding common shares of CanniMed (the “CanniMed Shares”). One of the conditions of the Offer is that more than 66^2/3% or more of the CanniMed Shares held by CanniMed shareholders have been validly tendered under the Offer and not withdrawn. The Shareholder is the beneficial owner of the number of common shares and options, if any, of CanniMed listed in Schedule “A” (the “Holder’s Securities”). The name of the registered holder of the Holder’s Securities is also set out in Schedule “A” (if different from the Shareholder).

	(a)	to tender, deposit or cause to be tendered or deposited under the Offer all of the Holder’s Securities together with, as applicable, a duly completed and executed letter of transmittal as soon as practicable and in any event no later than five (5) business days prior to the Expiry Time of the Offer; and thereafter except as may be permitted under this Lockup Agreement, not withdraw or permit the Holder’s Securities to be withdrawn from the Offer;

	(b)	not to take any action which may in any way adversely affect the success of the Offer;

	(c)	not to, directly or indirectly, make, or participate in making, any statement or take any action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Offer; and

	(d)	not to, directly or indirectly, sell, transfer, pledge or assign or agree to sell, transfer, pledge or assign any of the Holder’s Securities or any interest therein, without your prior written consent.

The Shareholder hereby represents and warrants that (a) it is the sole beneficial owner of the Holder’s Securities, and, the Shareholder has the sole right to tender all of the Holder’s Securities to the Offer, and (b) the only securities of CanniMed beneficially owned, directly or indirectly, by the Shareholder on the date hereof are the Holder’s Securities.

This Lockup Agreement shall be governed by the laws of the Province of Saskatchewan and the federal laws of Canada applicable therein.

[remainder of page intentionally left blank]

Yours truly,

(signed) ********
********

Accepted and agreed on this 3^rd day of February, 2018.

CanniMed Therapeutics Inc.


By: (signed) “John Knowles”
Name: John Knowles
Title: Authorized Signatory

Aurora Cannabis Inc.


By: (signed) “Terry Booth”
Name: Terry Booth
Title: Chief Executive Officer

Schedule “A”

Holder’s Securities

Number of Securities	Name of Beneficial Owner	Name of Registered Holder (e.g. Broker or Custodian)
******common shares ******options	********	********

EX-1.3 4 exhibit1-3.htm EXHIBIT 1.3 Aurora Cannabis Inc.: Exhibit 1.3 - Filed by newsfilecorp.com

January 29, 2018

CanniMed Therapeutics Inc.

1 Plant Technology Road

Box 19A, RR#5

Saskatoon, Saskatchewan

S7K 3J8

and

Aurora Cannabis Inc.

1500 - 1199 West Hastings St.

Vancouver, British Columbia

V6E 3T5

Dear Sirs/Mesdames:

Re:

Lockup Agreement

	(a)	to tender, deposit or cause to be tendered or deposited under the Offer all of the Holder’s Securities together with, as applicable, a duly completed and executed letter of transmittal as soon as practicable and in any event no later than five (5) business days prior to the Expiry Time of the Offer; and thereafter except as may be permitted under this Lockup Agreement, not withdraw or permit the Holder’s Securities to be withdrawn from the Offer;

	(b)	not to take any action which may in any way adversely affect the success of the Offer;

	(c)	not to, directly or indirectly, make, or participate in making, any statement or take any action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Offer; and

	(d)	not to, directly or indirectly, sell, transfer, pledge or assign or agree to sell, transfer, pledge or assign any of the Holder’s Securities or any interest therein, without your prior written consent.

The Shareholder hereby represents and warrants that (a) it is the sole beneficial owner of the Holder’s Securities, and, the Shareholder has the sole right to tender all of the Holder’s Securities to the Offer, and (b) the only securities of CanniMed beneficially owned, directly or indirectly, by the Shareholder on the date hereof are the Holder’s Securities.

This Lockup Agreement shall be governed by the laws of the Province of Saskatchewan and the federal laws of Canada applicable therein.

[remainder of page intentionally left blank]

Yours truly,

(signed) ********
********

Accepted and agreed on this 29^th day of January, 2018.

CanniMed Therapeutics Inc.


By: (signed) “John Knowles”
Name: John Knowles
Title: Authorized Signatory

Aurora Cannabis Inc.


By: (signed) “Terry Booth”
Name: Terry Booth
Title: Chief Executive Officer

Schedule “A”

Holder’s Securities

Number of Securities	Name of Beneficial Owner	Name of Registered Holder (e.g. Broker or Custodian)
****** common shares ****** options	********	********

EX-1.4 5 exhibit1-4.htm EXHIBIT 1.4 Aurora Cannabis Inc.: Exhibit 1.4 - Filed by newsfilecorp.com

January 29, 2018

CanniMed Therapeutics Inc.

1 Plant Technology Road

Box 19A, RR#5

Saskatoon, Saskatchewan

S7K 3J8

and

Aurora Cannabis Inc.

1500 - 1199 West Hastings St.

Vancouver, British Columbia

V6E 3T5

Dear Sirs/Mesdames:

Re:

Lockup Agreement

	(a)	to tender, deposit or cause to be tendered or deposited under the Offer all of the Holder’s Securities together with, as applicable, a duly completed and executed letter of transmittal as soon as practicable and in any event no later than five (5) business days prior to the Expiry Time of the Offer; and thereafter except as may be permitted under this Lockup Agreement, not withdraw or permit the Holder’s Securities to be withdrawn from the Offer;

	(b)	not to take any action which may in any way adversely affect the success of the Offer;

	(c)	not to, directly or indirectly, make, or participate in making, any statement or take any action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Offer; and

	(d)	not to, directly or indirectly, sell, transfer, pledge or assign or agree to sell, transfer, pledge or assign any of the Holder’s Securities or any interest therein, without your prior written consent.

The Shareholder hereby represents and warrants that (a) it is the sole beneficial owner of the Holder’s Securities, and, the Shareholder has the sole right to tender all of the Holder’s Securities to the Offer, and (b) the only securities of CanniMed beneficially owned, directly or indirectly, by the Shareholder on the date hereof are the Holder’s Securities.

This Lockup Agreement shall be governed by the laws of the Province of Saskatchewan and the federal laws of Canada applicable therein.

[remainder of page intentionally left blank]

Yours truly,

(signed) ********
********

Accepted and agreed on this 29^th day of January, 2018.

CanniMed Therapeutics Inc.


By: (signed) “John Knowles”
Name: John Knowles
Title: Authorized Signatory

Aurora Cannabis Inc.


By: (signed) “Terry Booth”
Name: Terry Booth
Title: Chief Executive Officer

Schedule “A”

Holder’s Securities

Number of Securities	Name of Beneficial Owner	Name of Registered Holder (e.g. Broker or Custodian)
****** common shares ****** options	********	********

EX-1.5 6 exhibit1-5.htm EXHIBIT 1.5 Aurora Cannabis Inc.: Exhibit 1.5 - Filed by newsfilecorp.com

January 31, 2018

CanniMed Therapeutics Inc.

1 Plant Technology Road

Box 19A, RR#5

Saskatoon, Saskatchewan

S7K 3J8

and

Aurora Cannabis Inc.

1500 - 1199 West Hastings St.

Vancouver, British Columbia

V6E 3T5

Dear Sirs/Mesdames:

Re:

Lockup Agreement

	(a)	to tender, deposit or cause to be tendered or deposited under the Offer all of the Holder’s Securities together with, as applicable, a duly completed and executed letter of transmittal as soon as practicable and in any event no later than five (5) business days prior to the Expiry Time of the Offer; and thereafter except as may be permitted under this Lockup Agreement, not withdraw or permit the Holder’s Securities to be withdrawn from the Offer;

	(b)	not to take any action which may in any way adversely affect the success of the Offer;

	(c)	not to, directly or indirectly, make, or participate in making, any statement or take any action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Offer; and

	(d)	not to, directly or indirectly, sell, transfer, pledge or assign or agree to sell, transfer, pledge or assign any of the Holder’s Securities or any interest therein, without your prior written consent.

This Lockup Agreement shall be governed by the laws of the Province of Saskatchewan and the federal laws of Canada applicable therein.

[remainder of page intentionally left blank]

Yours truly,

(signed) ********
********

Accepted and agreed on this 31^st day of January, 2018.

CanniMed Therapeutics Inc.


By: (signed) “John Knowles”
Name: John Knowles
Title: Authorized Signatory

Aurora Cannabis Inc.


By: (signed) “Terry Booth”
Name: Terry Booth
Title: Chief Executive Officer

Schedule “A”

Holder’s Securities

Number of Securities	Name of Beneficial Owner	Name of Registered Holder (e.g. Broker or Custodian)
****** common shares ****** options	********	********

EX-1.6 7 exhibit1-6.htm EXHIBIT 1.6 Aurora Cannabis Inc.: Exhibit 1.6 - Filed by newsfilecorp.com

February 2, 2018

CanniMed Therapeutics Inc.

1 Plant Technology Road

Box 19A, RR#5

Saskatoon, Saskatchewan

S7K 3J8

and

Aurora Cannabis Inc.

1500 - 1199 West Hastings St.

Vancouver, British Columbia

V6E 3T5

Dear Sirs/Mesdames:

Re:

Lockup Agreement

	(a)	to tender, deposit or cause to be tendered or deposited under the Offer all of the Holder’s Securities together with, as applicable, a duly completed and executed letter of transmittal as soon as practicable and in any event no later than five (5) business days prior to the Expiry Time of the Offer; and thereafter except as may be permitted under this Lockup Agreement, not withdraw or permit the Holder’s Securities to be withdrawn from the Offer;

	(b)	not to take any action which may in any way adversely affect the success of the Offer;

	(c)	not to, directly or indirectly, make, or participate in making, any statement or take any action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Offer; and

	(d)	not to, directly or indirectly, sell, transfer, pledge or assign or agree to sell, transfer, pledge or assign any of the Holder’s Securities or any interest therein, without your prior written consent.

The Shareholder hereby represents and warrants that (a) it is the sole beneficial owner of the Holder’s Securities, and, the Shareholder has the sole right to tender all of the Holder’s Securities to the Offer, and (b) the only securities of CanniMed beneficially owned, directly or indirectly, by the Shareholder on the date hereof are the Holder’s Securities.

This Lockup Agreement shall be governed by the laws of the Province of Saskatchewan and the federal laws of Canada applicable therein.

[remainder of page intentionally left blank]

Yours truly,

(signed) ********
********

Accepted and agreed on this 2^nd day of February, 2018.

CanniMed Therapeutics Inc.


By: (signed) “John Knowles”
Name: John Knowles
Title: Authorized Signatory

Aurora Cannabis Inc.


By: (signed) “Terry Booth”
Name: Terry Booth
Title: Chief Executive Officer

Schedule “A”

Holder’s Securities

Number of Securities	Name of Beneficial Owner	Name of Registered Holder (e.g. Broker or Custodian)
****** common shares ****** options	********	********

EX-1.7 8 exhibit1-7.htm EXHIBIT 1.7 Aurora Cannabis Inc.: Exhibit 1.7 - Filed by newsfilecorp.com

January 31, 2018

CanniMed Therapeutics Inc.

1 Plant Technology Road

Box 19A, RR#5

Saskatoon, Saskatchewan

S7K 3J8

and

Aurora Cannabis Inc.

1500 - 1199 West Hastings St.

Vancouver, British Columbia

V6E 3T5

Dear Sirs/Mesdames:

Re:

Lockup Agreement

	(a)	to tender, deposit or cause to be tendered or deposited under the Offer all of the Holder’s Securities together with, as applicable, a duly completed and executed letter of transmittal as soon as practicable and in any event no later than five (5) business days prior to the Expiry Time of the Offer; and thereafter except as may be permitted under this Lockup Agreement, not withdraw or permit the Holder’s Securities to be withdrawn from the Offer;

	(b)	not to take any action which may in any way adversely affect the success of the Offer;

	(c)	not to, directly or indirectly, make, or participate in making, any statement or take any action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Offer; and

	(d)	not to, directly or indirectly, sell, transfer, pledge or assign or agree to sell, transfer, pledge or assign any of the Holder’s Securities or any interest therein, without your prior written consent.

The Shareholder hereby represents and warrants that (a) it is the sole beneficial owner of the Holder’s Securities, and, the Shareholder has the sole right to tender all of the Holder’s Securities to the Offer, and (b) the only securities of CanniMed beneficially owned, directly or indirectly, by the Shareholder on the date hereof are the Holder’s Securities.

This Lockup Agreement shall be governed by the laws of the Province of Saskatchewan and the federal laws of Canada applicable therein.

[remainder of page intentionally left blank]

Yours truly,

(signed) ********
********

Accepted and agreed on this 31^st day of January, 2018.

CanniMed Therapeutics Inc.


By: (signed) “John Knowles”
Name: John Knowles
Title: Authorized Signatory

Aurora Cannabis Inc.


By: (signed) “Terry Booth”
Name: Terry Booth
Title: Chief Executive Officer

Schedule “A”

Holder’s Securities

Number of Securities	Name of Beneficial Owner	Name of Registered Holder (e.g. Broker or Custodian)
****** common shares ****** options	********	********

EX-1.8 9 exhibit1-8.htm EXHIBIT 1.8 Aurora Cannabis Inc.: Exhibit 1.8 - Filed by newsfilecorp.com

January 29, 2018

CanniMed Therapeutics Inc.

1 Plant Technology Road

Box 19A, RR#5

Saskatoon, Saskatchewan

S7K 3J8

and

Aurora Cannabis Inc.

1500 - 1199 West Hastings St.

Vancouver, British Columbia

V6E 3T5

Dear Sirs/Mesdames:

Re:

Lockup Agreement

	(a)	to tender, deposit or cause to be tendered or deposited under the Offer all of the Holder’s Securities together with, as applicable, a duly completed and executed letter of transmittal as soon as practicable and in any event no later than five (5) business days prior to the Expiry Time of the Offer; and thereafter except as may be permitted under this Lockup Agreement, not withdraw or permit the Holder’s Securities to be withdrawn from the Offer;

	(b)	not to take any action which may in any way adversely affect the success of the Offer;

	(c)	not to, directly or indirectly, make, or participate in making, any statement or take any action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Offer; and

	(d)	not to, directly or indirectly, sell, transfer, pledge or assign or agree to sell, transfer, pledge or assign any of the Holder’s Securities or any interest therein, without your prior written consent.

This Lockup Agreement shall be governed by the laws of the Province of Saskatchewan and the federal laws of Canada applicable therein.

[remainder of page intentionally left blank]

Yours truly,

(signed) ********
********

Accepted and agreed on this 29^th day of January, 2018.

CanniMed Therapeutics Inc.


By: (signed) “John Knowles”
Name: John Knowles
Title: Authorized Signatory

Aurora Cannabis Inc.


By: (signed) “Terry Booth”
Name: Terry Booth
Title: Chief Executive Officer

Schedule “A”

Holder’s Securities

Number of Securities	Name of Beneficial Owner	Name of Registered Holder (e.g. Broker or Custodian)
****** common shares ****** options	********	********

EX-1.9 10 exhibit1-9.htm EXHIBIT 1.9 Aurora Cannabis Inc.: Exhibit 1.9 - Filed by newsfilecorp.com

January 31, 2018

CanniMed Therapeutics Inc.

1 Plant Technology Road

Box 19A, RR#5

Saskatoon, Saskatchewan

S7K 3J8

and

Aurora Cannabis Inc.

1500 - 1199 West Hastings St.

Vancouver, British Columbia

V6E 3T5

Dear Sirs/Mesdames:

Re:

Lockup Agreement

	(a)	to tender, deposit or cause to be tendered or deposited under the Offer all of the Holder’s Securities together with, as applicable, a duly completed and executed letter of transmittal as soon as practicable and in any event no later than five (5) business days prior to the Expiry Time of the Offer; and thereafter except as may be permitted under this Lockup Agreement, not withdraw or permit the Holder’s Securities to be withdrawn from the Offer;

	(b)	not to take any action which may in any way adversely affect the success of the Offer;

	(c)	not to, directly or indirectly, make, or participate in making, any statement or take any action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Offer; and

	(d)	not to, directly or indirectly, sell, transfer, pledge or assign or agree to sell, transfer, pledge or assign any of the Holder’s Securities or any interest therein, without your prior written consent.

This Lockup Agreement shall be governed by the laws of the Province of Saskatchewan and the federal laws of Canada applicable therein.

[remainder of page intentionally left blank]

Yours truly,

(signed) ********
********

Accepted and agreed on this 31^st day of January, 2018.

CanniMed Therapeutics Inc.


By: (signed) “John Knowles”
Name: John Knowles
Title: Authorized Signatory

Aurora Cannabis Inc.


By: (signed) “Terry Booth”
Name: Terry Booth
Title: Chief Executive Officer

Schedule “A”

Holder’s Securities

Number of Securities	Name of Beneficial Owner	Name of Registered Holder (e.g. Broker or Custodian)
****** common shares ****** options	********	********

EX-1.10 11 exhibit1-10.htm EXHIBIT 1.10 Aurora Cannabis Inc.: Exhibit 1.10 - Filed by newsfilecorp.com

January 26, 2018

CanniMed Therapeutics Inc.

1 Plant Technology Road

Box 19A, RR#5

Saskatoon, Saskatchewan

S7K 3J8

and

Aurora Cannabis Inc.

1500 - 1199 West Hastings St.

Vancouver, British Columbia

V6E 3T5

Dear Sirs/Mesdames:

Re:

Lockup Agreement

	(a)	to tender, deposit or cause to be tendered or deposited under the Offer all of the Holder’s Securities together with, as applicable, a duly completed and executed letter of transmittal as soon as practicable and in any event no later than five (5) business days prior to the Expiry Time of the Offer; and thereafter except as may be permitted under this Lockup Agreement, not withdraw or permit the Holder’s Securities to be withdrawn from the Offer;

	(b)	not to take any action which may in any way adversely affect the success of the Offer;

	(c)	not to, directly or indirectly, make, or participate in making, any statement or take any action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Offer; and

	(d)	not to, directly or indirectly, sell, transfer, pledge or assign or agree to sell, transfer, pledge or assign any of the Holder’s Securities or any interest therein, without your prior written consent.

The Shareholder hereby represents and warrants that (a) it is the sole beneficial owner of the Holder’s Securities, and, the Shareholder has the sole right to tender all of the Holder’s Securities to the Offer, and (b) the only securities of CanniMed beneficially owned, directly or indirectly, by the Shareholder on the date hereof are the Holder’s Securities.

This Lockup Agreement shall be governed by the laws of the Province of Saskatchewan and the federal laws of Canada applicable therein.

[remainder of page intentionally left blank]

Yours truly,

(signed) ********
********

Accepted and agreed on this 26^th day of January, 2018.

CanniMed Therapeutics Inc.


By: (signed) “Brent Zettl”
Name: Brent Zettl
Title: Authorized Signatory

Aurora Cannabis Inc.


By: (signed) “Terry Booth”
Name: Terry Booth
Title: Chief Executive Officer

Schedule “A”

Holder’s Securities

Number of Securities	Name of Beneficial Owner	Name of Registered Holder (e.g. Broker or Custodian)
****** common shares ****** options	********	********

EX-1.11 12 exhibit1-11.htm EXHIBIT 1.11 Aurora Cannabis Inc.: Exhibit 1.11 - Filed by newsfilecorp.com

January 31, 2018

CanniMed Therapeutics Inc.

1 Plant Technology Road

Box 19A, RR#5

Saskatoon, Saskatchewan

S7K 3J8

and

Aurora Cannabis Inc.

1500 - 1199 West Hastings St.

Vancouver, British Columbia

V6E 3T5

Dear Sirs/Mesdames:

Re:

Lockup Agreement

	(a)	to tender, deposit or cause to be tendered or deposited under the Offer all of the Holder’s Securities together with, as applicable, a duly completed and executed letter of transmittal as soon as practicable and in any event no later than five (5) business days prior to the Expiry Time of the Offer; and thereafter except as may be permitted under this Lockup Agreement, not withdraw or permit the Holder’s Securities to be withdrawn from the Offer;

	(b)	not to take any action which may in any way adversely affect the success of the Offer;

	(c)	not to, directly or indirectly, make, or participate in making, any statement or take any action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Offer; and

	(d)	not to, directly or indirectly, sell, transfer, pledge or assign or agree to sell, transfer, pledge or assign any of the Holder’s Securities or any interest therein, without your prior written consent.

The Shareholder hereby represents and warrants that (a) it is the sole beneficial owner of the Holder’s Securities, and, the Shareholder has the sole right to tender all of the Holder’s Securities to the Offer, and (b) the only securities of CanniMed beneficially owned, directly or indirectly, by the Shareholder on the date hereof are the Holder’s Securities.

This Lockup Agreement shall be governed by the laws of the Province of Saskatchewan and the federal laws of Canada applicable therein.

[remainder of page intentionally left blank]

Yours truly,

(signed) ********
********

Accepted and agreed on this 31^st day of January, 2018.

CanniMed Therapeutics Inc.


By: (signed) “John Knowles”
Name: John Knowles
Title: Authorized Signatory

Aurora Cannabis Inc.


By: (signed) “Terry Booth”
Name: Terry Booth
Title: Chief Executive Officer

Schedule “A”

Holder’s Securities

Number of Securities	Name of Beneficial Owner	Name of Registered Holder (e.g. Broker or Custodian)
****** common shares ****** options	********	********