0001279569-20-000554.txt : 20200417 0001279569-20-000554.hdr.sgml : 20200417 20200416184154 ACCESSION NUMBER: 0001279569-20-000554 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20200416 FILED AS OF DATE: 20200417 DATE AS OF CHANGE: 20200416 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AURORA CANNABIS INC CENTRAL INDEX KEY: 0001683541 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38691 FILM NUMBER: 20797371 BUSINESS ADDRESS: STREET 1: 500 - 10355 JASPER AVENUE CITY: EDMONTON STATE: A0 ZIP: T5J 1Y6 BUSINESS PHONE: 604-362-5207 MAIL ADDRESS: STREET 1: 900 - 510 SEYMOUR STREET CITY: VANCOUVER STATE: A1 ZIP: V6B 1V5 6-K 1 aurora_6k.htm FORM 6-K

 

 

 

 

  

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

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO

RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2020

Commission File No. 001-38691

AURORA CANNABIS INC.

 


(Translation of registrant's name into English)

500 - 10355 Jasper Avenue
Edmonton, Alberta, T5J 1Y6, Canada

 


(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20-F ☐          Form 40-F  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)  ☐

 

 

 

 

 
 

 

 

INCORPORATION BY REFERENCE

  

This Form 6-K is hereby filed and incorporated by reference in the registrant’s Registration Statement on Form F-10 (File No. 333-230692).

 

 

 

 

SUBMITTED HEREWITH

 

Exhibits Description 
99.1   Aurora Cannabis Inc. - Sales Agreement Amendment dated April 15, 2020
99.2   Aurora Cannabis Inc. - Amended Credit Agreement dated March 25, 2020

 

 
 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AURORA CANNABIS INC.

/s/ Glen Ibbott

 


Glen Ibbott
Chief Financial Officer

Date: April 16, 2020

EX-99.1 2 ex991.htm SALES AGREEMENT AMENDMENT

Exhibit 99.1

 

 

EXECUTION VERSION

 

 

AURORA CANNABIS INC.

COMMON SHARES

 


SALES AGREEMENT AMENDMENT

 

April 15, 2020

 

Cowen and Company, LLC

599 Lexington Avenue

New York, NY 10022

 

BMO Capital Markets Corp.

3 Times Square

New York, NY 10036

 

CIBC World Markets Corp.

300 Madison Avenue,

New York, NY 10017

 

AltaCorp Capital Inc.

Suite 3530, 66 Wellington Street West

Toronto, Ontario M5K 1A1

 

Ladies and Gentlemen:

 

Reference is made to the sales agreement (the “Original Agreement”) among Aurora Cannabis Inc. (the “Company”), Cowen and Company, LLC (“Cowen”) and BMO Capital Markets Corp. (“BMOCM” and, together with Cowen, the “Executing Agents”), dated as of May 14, 2019. Capitalized terms used herein but not defined herein shall have the meaning given to those terms in the Original Agreement. Each of the Company, the Executing Agents and the Additional Agents (as defined below) hereby agrees as follows:

1.   Increase in Aggregate Offering Price. Section 1 of the Original Agreement is hereby amended to replace the reference to an aggregate offering price of up to “US$400,000,000” with an aggregate offering price of up to “US$650,000,000”.

2.   Additional Agents. Each of CIBC World Markets Corp. (“CIBC”) and AltaCorp Capital Inc. (“AltaCorp” and, together with Cowen, BMOCM and CIBC, the “Agents”) is hereby designated as an “Additional Agent” within the meaning of Section 14 of the Original Agreement, and each such Additional Agent shall be deemed an Agent for all purposes of the Original Agreement, with all the rights and obligations of an Agent set forth therein and having the benefit of the representations and covenants of the Company set forth therein as if made on the date hereof; provided, that, notwithstanding anything to the contrary in the Original Agreement, the Additional Agents shall not be entitled to, and shall not, effect any sales of Placement Shares as part of any Placement, and the Company shall not deliver any Placement Notice to any Additional Agent in respect thereof. For the avoidance of doubt, each Placement Notice shall be delivered by the Company to one of the Executing Agents, and each Placement of Placement Shares shall be effected by one of the Executing Agents in the manner contemplated in Section 3 of the Original Agreement.

-1

 

 

3.   Compensation. Notwithstanding anything to the contrary in the Original Agreement, for each Placement of Placement Shares by either of the Executing Agents, the Agents shall receive the compensation set out in Schedule 3, as revised below. Schedule 3 of the Original Agreement is hereby restated in its entirety, as follows:

“The amount of compensation to be paid by the Company to the Agents in connection with each Placement of Placement Shares shall be equal to 2.0% of the gross proceeds from such Placement, with such compensation to be allocated among the Agents as agreed by the Agents in writing.”

Clause (i) of the second sentence of Section 5(a) of the Original Agreement is amended to replace “such Agent’s commission” with “the Agents’ commission”.

 

4.   Notices. All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement, if sent to CIBC shall be delivered to 300 Madison Avenue, New York, NY 10017, fax no. (212) 667-8361; and if sent to AltaCorp, shall be delivered to Suite 3530, 66 Wellington Street West, Toronto, Ontario M5K 1A1 fax no. (647) 776-8248, Attention: Adam Carlson.

5.   Ratification of Original Agreement. The Original Agreement, as amended and supplemented by this amendment (the “Amendment”), is in all respects ratified and confirmed, and this Amendment shall be deemed part of the Original Agreement.

6.   Applicable Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the principles of conflicts of laws.

7.   Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the others may be made by facsimile transmission.

 

[Remainder of Page Intentionally Blank]

-2

 

If the foregoing correctly sets forth the understanding between the Company and the Agents, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agents.

Very truly yours,
   
COWEN AND COMPANY, LLC
   
   
By: /s/ Gavin P. O’Reilly
  Name:  Gavin P. O’Reilly
  Title:  Managing Director
   
   
BMO CAPITAL MARKETS CORP.
   
   
By: /s/ Eric Benedict
  Name:  Eric Benedict
  Title:  Managing Director
   
   
CIBC World Markets Corp.
   
   
By: /s/ Eric D. Reuther
  Name:  Eric D. Reuther
  Title:  Managing Director
   
AltaCorp Capital Inc.
   
   
By: /s/ Adam Carlson
  Name:  Adam Carlson
  Title:  Managing Director, Investment Banking

 

 

 
 

 

ACCEPTED as of the date
first-above written:
   
AURORA CANNABIS INC.
   
   
By: /s/ Glen Ibbott
  Name:  Glen Ibbott
  Title:  Chief Financial Officer
   

 

 

 

EX-99.2 3 ex992.htm AMENDED CREDIT AGREEMENT

Exhibit 99.2

 

[Execution Copy]

 

FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT

 

This Agreement is made as of March 25, 2020 among:

 

 

AURORA CANNABIS INC.

as Borrower

- and -

 

THE LENDERS PARTY HERETO

as Lenders

 

- and -

 

BANK OF MONTREAL

as Administrative Agent

 

WHEREAS the undersigned are parties to the first amended and restated credit agreement dated September 4, 2019 (the "Credit Agreement");

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties agree as follows:

1.Terms used herein as defined terms shall have the respective meanings ascribed thereto in the Credit Agreement, unless otherwise defined herein.
2.The following defined terms in Section 1.01 of the Credit Agreement are hereby amended to read as follows:

"Applicable Margin" means, in respect of any Availment Option and in respect of any Fiscal Quarter, the percentage in the column relating to such Availment Option in the following table:

 

Prime Rate Loan Bankers’ Acceptance / BA Equivalent Loan / Letter of Credit Standby Fee
2.25% 3.50% 0.70%

Maturity Date” means August 29, 2021.

Permitted Funded Debt” means, without duplication: (i) the Outstanding Principal Amount; (ii) indebtedness of the Borrower to each holder of a Bankers' Acceptance (and for greater certainty, the Borrower's contingent obligation to each Lender which has accepted a Bankers' Acceptance comprises part of the Outstanding Principal Amount); (iii) indebtedness of any Company to another Company; (iv) Subordinated Debt; (v) the Borrower’s indebtedness under the 2019 Convertible Notes; and (vi) Funded Debt of the Companies secured by Permitted Liens;

 

 

2

 

"Required Lenders" means, (i) at any time prior to the occurrence of an Event of Default which is continuing, any two or more Lenders which have issued Commitments hereunder representing two-thirds (2/3) or more of the aggregate amount of all Lenders' Commitments; and (ii) at any time after the occurrence of an Event of Default which is continuing; any two or more Lenders which have made Advances representing two-thirds (2/3) or more of the total amount of the Outstanding Principal Amount under the Facilities; provided however that if at any time there are only two (2) Lenders under this Agreement, "Required Lenders" shall mean both such Lenders, and if at any time there is only one (1) Lender under this Agreement, "Required Lenders" shall mean such Lender; and provided further that in respect of any amendments or the granting of any waivers or consents relating to the covenants set out in Section 7.03 herein, “Required Lenders” shall mean (A) at any time prior to the occurrence of an Event of Default which is continuing, any two or more Lenders representing eighty percent (80%) or more of the aggregate amount of all Lenders’ Commitments; and (B) at any time after the occurrence of an Event of Default which is continuing, any two or more Lenders which have made Advances representing eighty percent (80%) or more of the total amount of the Outstanding Principal Amount under the Facilities;

3.The definition of “Permitted Acquisition” in Section 1.01 of the Credit Agreement is hereby amended by the adding the following bullet point immediately after the last bullet point in such definition:
·the Acquisition shall be accretive to EBITDA for the immediately preceding twelve calendar months prior to the date of the Acquisition after giving effect to normalization adjustments as may by advised by the Borrower and approved by the Required Lenders;
4.The following defined terms are hereby added to Section 1.01 of the Credit Agreement in alphabetical order:

Professional Advisor” means an independent third-party advisor appointed by the Agent on behalf of the Lenders, from time to time.

Unrestricted Cash” means, as of any date of determination, the amount of all monies standing to the credit of the Secured Companies that is in bank accounts maintained by the Secured Companies with the Agent that are (A) (i) not subject to any Lien (other than a Permitted Lien), and (ii) not subject to any restriction (specifically including for greater certainty any restriction under a Permitted Lien) which would prevent the Secured Companies from using such monies for operating purposes in the ordinary course of business; less (B) the Outstanding Principal Amount under Facility A at such date.

5.The following defined terms in Section 1.01 of the Credit Agreement are hereby deleted and all references to such terms in the Credit Agreement are deemed to be deleted with all grammatical and other changes rendered necessary by the context:

 

 

3

 

·“Aurora Sun Property”
·“Aurora Sun Project Construction Costs”
·“Aurora Sun Project Equipment Costs”
·“Adjusted Total Funded Debt”
·“Adjusted Total Funded Debt to EBITDA Ratio”
·“Borrower Adjusted Shareholders’ Equity”
·“Conversion Date”
·“Early Maturity Date”
·“Facility D”
·“Facility D Lenders”
·“Facility D Maximum Amount”
·“Fixed Charge Coverage Ratio”
·“Senior Funded Debt”
·“Senior Funded Debt to EBITDA Ratio”
·“Tranche D-1”
·“Tranche D-1 Limit”
·“Tranche D-2”
·“Tranche D-2 Limit”
·“Unrestricted Subsidiary”
·“Unsecured Subsidiaries’ Permitted Project Debt”
6.Facility D is hereby cancelled and all references to Facility D in the Credit Agreement are hereby deemed to be deleted.
7.Section 2.04 of the Credit Agreement is hereby deleted and replaced with the following:

The Obligations under Facility A shall become due and payable on the earlier of: (i) the Acceleration Date; and (ii) the Maturity Date.

8.Paragraph (d) of Section 3.06 of the Credit Agreement is hereby deleted and replaced with the phrase “[Intentionally Deleted]”.
9.Subparagraph 3.06(e)(ii) of the Credit Agreement is hereby amended as follows:

(ii)       If any Company receives net proceeds from an Equity Issuance or a transaction involving the creation of Subordinated Debt, within one-hundred eighty (180) days after receipt of such net proceeds the Borrower shall make a Repayment in an amount equal to the portion of such net proceeds which have not been applied in connection with a Permitted Acquisition, an Investment permitted herein or a Capital Expenditure permitted herein; provided however that the Borrower shall not be required to make a Repayment hereunder in connection with any net proceeds received by it from Equity Issuances made pursuant to the Borrower’s at-the-market offering set out in the short-form shelf prospectus dated on or about April 2, 2019;

10.Section 3.11 of the Credit Agreement is hereby deleted and replaced with the phrase “[Intentionally Deleted]”.

 

 

4

 

11.Subparagraph (e)(iii) of Section 7.02 of the Credit Agreement is hereby deleted and replaced with the following subparagraph:

(iii)       Investments in Unsecured Subsidiaries subject to the following limit: the aggregate amount of all such Investments by the Companies in Unsecured Subsidiaries (for greater certainty, determined at the time such Investments were made without regard to any subsequent fluctuations in the value of such Investments) shall not at any time exceed an amount equal to five percent (5%) of the Borrower’s shareholders’ equity at such time;

12.Paragraph (g) of Section 7.02 of the Credit Agreement is hereby deleted and replaced with the following paragraph (g):

Distributions – make any Distributions;

13.Subparagraph (h)(i) of Section 7.02 of the Credit Agreement is hereby deleted and replaced with the phrase “[Intentionally Deleted]”.
14.Section 7.02 of the Credit Agreement is hereby amended by adding the following paragraph (r):
(r)Capital Expenditures – make any Capital Expenditures, except the Secured Companies may make Capital Expenditures provided that no Default or Event of Default or Material Adverse Change shall have occurred and be continuing or would exist immediately thereafter and such Capital Expenditures are financed by proceeds from (i) an Equity Issuance; or (ii) the disposition of assets of the Companies in accordance with this Agreement, to the extent that such proceeds are not required to be applied as a Repayment pursuant to Section 3.06(e)(iii);
15.Section 7.03 of the Credit Agreement is hereby deleted and replaced with the following Section 7.03:
(a)The ratio of Total Funded Debt to shareholders’ equity shall not exceed 0.20:1 at any time.
(b)[COMMERCIALLY SENSITIVE INFORMATION REDACTED].

 

 

5

 

(c)The Borrower shall maintain not less than Thirty-Five Million ($35,000,000) of Unrestricted Cash at all times.
16.Paragraph (b) of Section 7.04 of the Credit Agreement is hereby amended by deleting the “and” at the end of subparagraph (iii), inserting “and” at the end of subparagraph (iv) and adding the following subparagraph immediately after subparagraph (iv):

(v)       the balance of Unrestricted Cash of the Companies as at the last day of the most recently completed month.

17.Section 7.04 of the Credit Agreement is hereby amended by inserting a new paragraph (c) and paragraph (d) and the subsequent paragraphs in Section 7.04 are hereby deemed reordered accordingly:
(c)by no later than the later of (i) thirty (30) days after the end of each month; or (ii) the last day of the month following the end of the preceding month:
(i)the aggregate gross cannabis revenue and the aggregate gross cannabis revenue net of excise duty of the Companies; in respect of such month; and
(ii)the aggregate amount raised by the Borrower through Equity Issuances in respect of such month.
(d)by no later than the later of (i) sixty (60) days after the end of each month; or (ii) the last day of the second month following the end of the preceding month:
(i)the unaudited draft Income Statement summary of the Borrower, on a consolidated basis, in respect of such month, in the following format:

A.       Gross Cannabis Revenue

B.       Gross Cannabis Revenue, less excise duty, less Product Returns/Pricing adjustment Provision

C.       Cost of goods sold, excluding fair value adjustments

D.       Gross Margins: line B – line C

E.       Selling, general and administrative cash expenses

F.       Operating Income: Gross Margins – line E

G.       Cash interest expenses

H.       Summary of Operating Earnings: Operating Income – line G

(ii)the aggregate amount of Capital Expenditures made by the Companies in respect of such month.

 

 

6

 

18.Section 7.04(e) of the Credit Agreement is hereby amended by deleting the “and” at the end of subparagraph (i); inserting “and” at the end of subparagraph (ii) and adding the following subparagraph immediately after subparagraph (ii):
(iii)the Annual Business Plan of the Borrower updated in respect of the most recently ended Fiscal Quarter, accompanied by management’s discussion and analysis;
19.Section 7.06 of the Credit Agreement is hereby deleted and replaced with the phrase “[Intentionally Deleted]”.
20.Section 8.03 of the Credit Agreement is hereby deleted and replaced with the phrase “[Intentionally Deleted]”.
21.Article 10 of the Credit Agreement is hereby amended by adding the following Section 10.10:

10.10 – Appointment of Professional Advisor

The Borrower hereby acknowledges that the Agent, may, upon the instructions of the Required Lenders, at any time and from time to time after the occurrence of and during the continuation of an Event of Default, engage a Professional Advisor, at the sole cost and expense of the Borrower, to monitor the Companies’ operations, business, financial and other affairs, to review any reporting provided by the Borrower to the Agent pursuant to the terms of this Agreement or the other Loan Documents, and to provide such other reports and other advice as the Agent and the Lenders may require from time to time in respect thereof. The Borrower agrees to, and to cause each of its Subsidiaries to, co-operate fully with such Professional Advisor and provide such Professional Advisor with all information reasonably requested by it or the Agent in connection with the foregoing.

22.Paragraph 11.03(a) of the Credit Agreement is hereby amended by adding the words, “Professional Advisors” after the word “accounting”.
23.Section 13.02 of the Credit Agreement is hereby amended as follows:

Whether or not the transactions contemplated by this Agreement are completed or any Advance has been made, the Borrower agrees to pay on demand by the Agent from time to time all reasonable expenses incurred by the Agent or any Lender in connection with this Agreement, the Security and all documents contemplated hereby, specifically including: reasonable expenses incurred by the Agent and the Lenders in respect of due diligence, appraisals, insurance consultations, credit reporting and responding to demands of any Governmental Authority; reasonable legal expenses incurred by the Agent and the Lenders in connection with the preparation and interpretation of this Agreement and the Security and the administration of the Facilities generally, including the preparation of waivers and partial discharges of Security; all reasonable legal expenses incurred by the Agent and the Lenders in connection with the protection and enforcement of the Security; and all fees of Professional Advisors as contemplated herein.

 

 

7

 

24.Section 13.04 of the Credit Agreement is hereby amended by adding the words “and Professional Advisors’” after the words “including reasonable legal”.
25.The parties acknowledge that as of the date of this agreement the Outstanding Advances under Facility B are One Hundred Forty Two Million Five Hundred Thousand Dollars ($142,500,000).
26.The parties agree that on March 31, 2020 the cash collateral in the principal amount of Forty-Five Million Dollars ($45,000,000) currently held by the Agent as Security for the Obligations pursuant to Section 8.03 of the Credit Agreement shall be applied as a partial Repayment of Facility C to reduce the Outstanding Principal Amount under such Facility to Nineteen Million Three Hundred Ninety-Three Thousand Nine Hundred Dollars ($19,393,900), and the Facility C Maximum Amount shall thereby be permanently reduced by such Repayment. (The parties acknowledge that such Repayment will occur on March 31, 2020 because the said Outstanding Principal Amount to be repaid is in the form of Bankers’ Acceptances maturing on that date, which cannot be prepaid prior to maturity.)
27.The following Exhibits to the Credit Agreement are hereby deleted and shall be replaced with the Exhibits attached hereto:
1.Exhibit A – Lenders and Lenders’ Commitments
2.Exhibit G – Monthly Compliance Certificate
3.Exhibit H – Quarterly Compliance Certificate
28.The Borrower hereby represents and warrants to the Agent and the Lenders that all representations and warranties contained in Section 6.01 of the Credit Agreement are true, correct and complete in all material respects as at the date hereof; (unless expressly stated to apply only as at a specific earlier date), except that the Schedules to the Credit Agreement are hereby replaced with the Schedules attached hereto.
29.In accordance with the consent agreement dated November 14, 2019 among the parties hereto (the “Consent Agreement”), the parties acknowledge and agree that the proceeds in the Designated Account (as such term is defined in the Consent Agreement) shall be applied by the Borrower to repay the remaining indebtedness and any interest thereon in respect of the 2018 Convertible Debentures on the maturity date thereof.
30.[COMMERCIALLY SENSITIVE INFORMATION REDACTED].
31.[COMMERCIALLY SENSITIVE INFORMATION REDACTED].
32.This agreement shall become effective when all of the following conditions precedent shall have been satisfied:
(a)the Lenders shall have received and be satisfied with a Compliance Certificate in respect of the most recently ended calendar month and Fiscal Quarter;
(b)the Lenders shall have received and be satisfied with a Borrowing Base Certificate in respect of the most recently ended calendar month;

 

 

8

 

(c)the Borrower shall have provided an officer's certificate in respect of the Borrower, including certified copies of resolutions of its directors concerning the due authorization, execution and delivery of this agreement and such related matters as the Lenders may require;
(d)the Agent shall have received a certificate of status, certificate of compliance or similar certificate for the Borrower issued by its governing jurisdiction;
(e)the Borrower shall have caused to be delivered to the Agent the opinions of the solicitors for the Borrower regarding its corporate status, the due authorization, execution, delivery of and enforceability of this agreement;
(f)the Borrower shall have paid to the Agent, or made arrangements satisfactory to the Agent for the payment of, all fees in respect of the amendments to the Credit Agreement contemplated herein as agreed in writing between the Borrower and the Agent; and
(g)the Agent and the Lenders shall have received such additional evidence, documents or undertakings as they may require in connection with the amendments to the Credit Agreement contemplated herein.
33.The Borrower hereby confirms for itself and on behalf of each Secured Subsidiary that all Security previously provided each of them pursuant to the Credit Agreement continues in full force and effect and continues to secure all present and future, direct and indirect, indebtedness, liability and obligations of the Borrower to the Agent and the Lenders under or in connection with the Credit Agreement, as amended hereby.
34.This agreement shall be interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Without prejudice to the right of the parties to commence any proceedings with respect to this agreement in any other proper jurisdiction, the parties hereby attorn and submit to the jurisdiction of the courts of the Province of Ontario.
35.This agreement may be executed in several counterparts, each of which, when so executed, shall be deemed to be an original and which counterparts together shall constitute one and the same agreement. This agreement may be executed by facsimile or pdf, and any signature contained hereon by facsimile or pdf shall be deemed to be equivalent to an original signature for all purposes.
36.This agreement shall be binding upon and shall enure to the benefit of the parties and their respective successors and permitted assigns; "successors" includes any corporation resulting from the amalgamation of any party with any other corporation.

(The remainder of this page is intentionally blank. Signature pages follow)

 

 
 

 

IN WITNESS WHEREOF the parties hereto have executed this Agreement.

 

AURORA CANNABIS INC.

 

By: Steve Dobler

name: Steve Dobler

title: President

 

By: Glen Ibbott

name: Glen Ibbott

title: Chief Financial Officer

 

BANK OF MONTREAL,
as Administrative Agent

 

By: Francois Wentzel

name: Francois Wentzel

title: Managing Director

 

By: James Di Giacomo

name: James Di Giacomo

title: Managing Director Loan Syndications

 

 

BANK OF MONTREAL, as a Lender

 

By: Kyle Redford

name: Kyle Redford

title: Director

 

By: Hassan Baig

name: Hassan Baig

title: Associate Director

 

 

ALBERTA TREASURY BRANCHES, as a Lender

 

By: Andre Chan

name: Andre Chan

title: Director

 

By: Michael Thomas

name: Michael Thomas

title: Director

 

 

CANADIAN WESTERN BANK, as a Lender

 

By: Mykhaylo Hotsaliuk

name: Mykhaylo Hotsaliuk

title: AVP, Corporate Lending

 

By: John Cherian

name: John Cherian

title: Managing Director & Head Corporate Lending

 

 

 

 

(signatures continue on next page)

 

FARM CREDIT CANADA, as a Lender

 

By: Bill Moore

name: Bill Moore

title: Senior Relationship Manager

 

By: _______________________

name:

title:

 

 
 

 

 

CONCENTRA BANK, as a Lender

 

By: Casey Fox

name: Casey Fox

title: Commercial Banking Director

 

By: Harold Chornoboy

name: Harold Chornoboy

title: VP Commercial Markets

 

 

ALTERNA SAVINGS AND CREDIT UNION LIMITED, as a Lender

 

By: Umair Saleem

name: Umair Saleem

title: Senior Account Manager

 

By: Nikos Patiniotis

name: Nikos Patiniotis

title: VP & Head of Commercial Services

 

CANADIAN IMPERIAL BANK OF COMMERCE, as a Lender

 

By: James Day

name: James Day

title: Authorized Signatory

 

By: Thomas MacGregor

name: Thomas MacGregor

title: Authorized Signatory

 

ROYAL BANK OF CANADA, as a Lender

 

By: Vishal Nayee

name: Vishal Nayee

title: Authorized Signatory

 

By: ______________________

name:

title:

 

 
 

 

EXHIBIT A - LENDERS AND LENDERS' COMMITMENTS

 

[Redacted]

 

 

 
 

 

EXHIBIT G – MONTHLY COMPLIANCE CERTIFICATE

 

[Redacted]

 

 
 

 

EXHIBIT H – QUARTERLY COMPLIANCE CERTIFICATE

 

 

[Redacted]