Aurora Cannabis Inc. - Тендерное предложение о выкупе /обратный выкуп ценных бумаг

АО "ФИНАМ" сообщает, что поступила информация от НРД НКО АО о корпоративном действии «Тендерное предложение о выкупе /обратный выкуп ценных бумаг»

Обновление от 22.09.2026:

Поступила дополнительная информация о КД. Обновлены варианты КД.
Обновлены варианты КД.

++ EVENT DETAILS ++
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FREE FORMAT MESSAGES,UNSOLICITED INSTRUCTION and INCORRECTLY FORMATTED MT565 DEADLINE IS 4 BUSINESS HOURS PRIOR TO DEADLINE STATED IN DEDICATED FORMATTED FIELD.:98C::EARD// AND/OR :98C::RDDT//.
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++ ADDITIONAL INFORMATION +++++ORIGINAL NOTIFICATION+++..----------------------.SUMMARY.INSTRUCTIONS PER BO: NOBO DISCLOSURE REQUIRED: NOPAPERWORK: NO
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..----------------------.1. EVENT DETAILS.PLEASE BE ADVISED OF TENDER OFFERBY CURALEAF HOLDING, INC. .CURALEAF HOLDINGS, INC. ('CURALEAF'OR THE 'OFFEROR') HEREBY OFFERS TO 
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PURCHASE (THE 'OFFER'), ON THE TERMS
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AND SUBJECT TO THE CONDITIONSOF THE OFFER, ALL OF THE ISSUED ANDOUTSTANDING COMMON SHARES (THE'COMMON SHARES') IN THE CAPITAL OF AURORA CANNABIS INC. ('AURORA' ORTHE 'COMPANY'), TOGETHER WITH THEASSOCIATED RIGHTS TO PURCHASECOMMON SHARES (THE 'SRP RIGHTS')ISSUED AND OUTSTANDING UNDER THESHAREHOLDER RIGHTS PLAN (AS DEFINED
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HEREIN), INCLUDIN
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G ANY COMMONSHARES THAT MAY BECOME ISSUED ANDOUTSTANDING AFTER THE DATE OF THEOFFER BUT PRIOR TO THE EXPIRY TIME (AS DEFINED HEREIN). THE OFFERORHAS STRUCTURED THE OFFER TO MEETTHE REQUIREMENTS OF A 'PERMITTEDBID' UNDER THE SHAREHOLDER RIGHTSPLAN..
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THE OFFER IS OPEN FOR ACCEPTANCEUNTIL 5:00 P.M. (MOUNTAIN TIME) ON DECEMBER 1, 2026 (THE '
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EXPIRYTIME'), UNLESS THE OFFER ISEXTENDED, ACCELERATED OR WITHDRAWN BY THE OFFEROR IN ACCORDANCE WITHITS TERMS..THE OFFEROR HEREBY OFFERS TOPURCHASE, ON THE TERMS AND SUBJECT TO THE CONDITIONS OF THIS OFFER,ALL OF THE ISSUED AND OUTSTANDING
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COMMON SHARES, TOGETHER WITH THEASSOCIATED SRP RIGHTS, INCLUDINGANY COMMON SHARES THAT MAY BECOME
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ISSUED AND OUTSTANDING AFTER THEDATE OF THE OFFER BUT PRIOR TO THE EXPIRY TIME..UPON ACCEPTANCE OF THE OFFER, EACH COMPANY SHAREHOLDER WHOSE COMMONSHARES ARE TAKEN UP BY THE OFFEROR WILL BE ENTITLED TO RECEIVE, FOREACH COMMON SHARE, USD 0.75 IN CASH(ALSO CALLED THE CASH
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CONSIDERATION) AND 0.3463 (ALSOCALLED THE BASE EXCHANGE RATIO) OF AN
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OFFEROR SHARE, SUBJECT TO AMAXIMUM VALUE PER COMMON SHARE OFUSD 5.00 (ALSO CALLED THE CAPPRICE). .IF, ON THE EARLIER OF THE EXPIRYTIME AND THE DATE ON WHICH ALLCONDITIONS OF THE OFFER HAVE BEENSATISFIED OR WAIVED BY THE OFFEROR,THE CALCULATION DATE VWAP OF THE
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OFFEROR SHARES TRADED ON THE TSX ISGREATER THAN DOLLAR 17.05 (ASSUMINGAN EXCH
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ANGE RATE FOR U.S. DOLLARSOF 1.00 USD 0.7200) PER OFFERORSHARE, THE NUMBER OF OFFEROR SHARESTHAT A COMPANY SHAREHOLDER WILLRECEIVE FOR EACH COMMON SHARE WILL BE CALCULATED BY DIVIDING THE CAPPRICE OF USD 5.00 (LESS THE CASHCONSIDERATION OF USD 0.75) BY THECALCULATION DATE VWAP (ALSO CALLED THE CAP EXCHANGE RATIO).
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. OPTION 001: CASH AND SH
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ARE ELECTION(EXCEPT FOR OPTIONS 002 TO 008).OPTION 2: CASH AND SHARE ELECTION -HOLDER REPRESENTS THAT IT IS NOT A RESIDENT OF CANADA FOR CANADIAN TAXPURPOSES AND IT IS NOT A U.S.COMPANY SHAREHOLDER AND IS NOTACTING ON BEHALF OF A U.S. COMPANY SHAREHOLDER.
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.OPTION 3: CASH AND SHARE ELECTION -HOLDER REPRESENTS THAT IT IS A RESIDENT OF CAN
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ADA FOR CANADIAN TAXPURPOSES AND IT IS A U.S. COMPANYSHAREHOLDER OR IS ACTING ON BEHALF OF A U.S. COMPANY SHAREHOLDER.HOLDER FURTHER REPRESENTS THAT ITIS NOT A RESIDENT OF ONE OF THERESTRICTED STATES..OPTION4: CASH AND SHARE ELECTION - HOLDER REPRESENTS THAT IT IS A
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RESIDENT OF CANADA FOR CANADIAN TAXPURPOSES AND IT IS A U.S. COMPANY SHAR
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EHOLDER OR IS ACTING ON BEHALF OF A U.S. COMPANY SHAREHOLDER.HOLDER FURTHER REPRESENTS THAT ITIS A RESIDENT OF A RESTRICTED STATEAND QUALIFIES AS AN EXEMPTINSTITUTIONAL INVESTOR UNDER THESECURITIES LAWS OF SUCH RESTRICTED STATE. .OPTION 5: CASH ELECTION (SUBJECT TO
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PRORATION) - HOLDER REPRESENTS THATIT IS A RESIDENT OF CANADA FOR CANADIAN
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TAX PURPOSES AND IT IS AU.S. COMPANY SHAREHOLDER OR ISACTING ON BEHALF OF A U.S. COMPANY SHAREHOLDER. HOLDER FURTHERREPRESENTS THAT IT IS A RESIDENT OFA RESTRICTED STATE AND DOES NOTQUALIFY AS AN EXEMPT INSTITUTIONAL INVESTOR UNDER THE SECURITIES LAWS OF SUCH RESTRICTED STATE. .
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OPTION 6: CASH AND SHARE ELECTION -HOLDER REPRESENTS THAT I
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T IS NOT A RESIDENT OF CANADA FOR CANADIAN TAXPURPOSES AND IT IS A U.S. COMPANYSHAREHOLDER OR IS ACTING ON BEHALF OF A U.S. COMPANY SHAREHOLDER.HOLDER FURTHER REPRESENTS THAT ITIS NOT A RESIDENT OF ONE OF THERESTRICTED STATES..OPTION 7: CASH AND SHARE ELECTION -
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HOLDER REPRESENTS THAT IT IS NOT A RESIDENT OF CANADA FOR CANADIAN TAXPURPOS
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ES AND IT IS A U.S. COMPANYSHAREHOLDER OR IS ACTING ON BEHALF OF A U.S. COMPANY SHAREHOLDER.HOLDER FURTHER REPRESENTS THAT ITIS A RESIDENT OF A RESTRICTED STATEAND QUALIFIES AS AN EXEMPTINSTITUTIONAL INVESTOR UNDER THESECURITIES LAWS OF SUCH RESTRICTED STATE. .
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OPTION 8: CASH ELECTION (SUBJECT TOPRORATION) - HOLDER REPRESENTS THATIT IS N
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OT A RESIDENT OF CANADA FOR CANADIAN TAX PURPOSES AND IT IS AU.S. COMPANY SHAREHOLDER OR ISACTING ON BEHALF OF A U.S. COMPANY SHAREHOLDER. HOLDER FURTHERREPRESENTS THAT IT IS A RESIDENT OFA RESTRICTED STATE AND DOES NOTQUALIFY AS AN EXEMPT INSTITUTIONAL INVESTOR UNDER THE SECURITIES LAWS OF SUCH RESTRICTED STATE. 
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. OPTION 009: TAKE NO ACT
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ION(DEFAULT).SRP RIGHTS: UNLESS WAIVED BY THE OFFEROR,HOLDERS OF COMMON SHARES AREREQUIRED TO DEPOSIT ONE SRP RIGHTFOR EACH COMMON SHARE IN ORDER TOEFFECT A VALID DEPOSIT OF SUCHCOMMON SHARE OR, IF AVAILABLE, A
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BOOK ENTRY CONFIRMATION MUST BERECEIVED BY THE DEPOSITARY WITHRESPECT THERETO..AS PER THE INFORMATION RECEIVED FROM THE AGENT,
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THE SRP RIGHTS AREIN CONNECTION WITH AURORA'S POISON PILL AND ARE ONLY TRIGGERED UNDERCERTAIN CIRCUMSTANCES WHICH WEDON'T ANTICIPATE OCCURRING..AS OUTLINED IN THE CIRCULAR PAGE 27SECTION 1 OF THE OFFER TO PURCHASE,COMPANY SHAREHOLDERS WHO HAVEDEPOSITED COMMON SHARES WILL BE
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DEEMED TO HAVE DEPOSITED THE SRP RIGHTS ASSOCIATED WITH SUCH COMMO
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N SHARES. NO ADDITIONAL PAYMENT WILL BE MADE FOR THE SRP RIGHTS AND NOAMOUNT OF THE CONSIDERATION TO BEPAID BY THE OFFEROR WILL BEALLOCATED TO THE SRP RIGHTS..IF FOR SOME REMOTE REASON THE SRPIS TRIGGERED AND CURALEAF DECIDESTO PR

OCEED WITH THE OFFER, WE WILL 
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BE SURE TO PROVIDE FURTHERINSTRUCTIONS..HOLDERS ARE ADVISED THAT THE SRP RIGH
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TS WILL NOT BE HANDLED THROUGH THE CLEARSTREAM..AS PER THE OFFER TO PURCHASE DATED 18AUG2026:IF THE COMMON SHARES ARE TAXABLECANADIAN PROPERTY OF THENON-RESIDENT HOLDER AT THE TIME OF THEIR DISPOSITION AND ARE NOT'TREATY-PROTECTED PROPERTY' OF THE 
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NON-RESIDENT HOLDER FOR PURPOSES OFTHE TAX ACT, THE NON-RESIDENT HOLDER MAY BE SUBJECT TO T
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AX UNDER THE TAX ACT IN RESPECT OF ANYCAPITAL GAIN REALIZED ON THEDISPOSITION. IN SUCH CIRCUMSTANCES,A NON-RESIDENT HOLDER WOULDGENERALLY BE SUBJECT TO THE SAMECANADIAN TAX CONSEQUENCES DISCUSSEDABOVE FOR A NON-RESIDENT HOLDERUNDER THE HEADINGS 'HOLDERS NOTRESIDENT IN CANADA - DISPOSITION OF
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COMMON SHARES PURSUANT TO THEOFFER.. FURTHERMO
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RE, IF THE COMMON SHARESCONSTITUTE TAXABLE CANADIANPROPERTY (OTHER THANTREATY-PROTECTED PROPERTY) AND ARE NOT LISTED ON A DESIGNATED STOCKEXCHANGE AT THE TIME OF THEIRDISPOSITION, THE NOTIFICATION AND, IN CERTAIN CIRCUMSTANCES, THEWITHHOLDING PROVISIONS OF SECTION116 OF THE TAX ACT WILL APPLY TO
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THE NON-RESIDENT HOLDER WITH THE RESULT THAT
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, AMONG OTHER THINGS,UNLESS THE OFFEROR (OR SUCCESSOR,AS APPLICABLE) HAS RECEIVED ACLEARANCE CERTIFICATE PURSUANT TOSECTION 116 OF THE TAX ACT RELATINGTO THE DISPOSITION OF ANON-RESIDENT HOLDER'S COMMONSHARES, OR EVIDENCE, SATISFACTORYTO THE OFFEROR (OR SUCCESSOR, ASAPPLICABLE), THAT THE COMMON SHARES
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ARE 'TREATY-PROTECTED PROPERTY' OF TH
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E NON-RESIDENT HOLDER, THEOFFEROR WILL DEDUCT OR WITHHOLD 25 PERCENT FROM ANY PAYMENTS MADE TOTHE NON-RESIDENT HOLDER AND WILLREMIT SUCH AMOUNT TO THE RECEIVER
-------------------- Message МТ568 --------------------
GENERAL ON ACCOUNT OF THE
NON-RESIDENT HOLDER'S LIABILITY FOR
TAX UNDER THE TAX ACT.
.
AS PER THE LETTER OF TRANSMITTAL
PAGE NUMBER 5:
IF YOU RESIDE IN ONE OF THE 
FOLLOWING STATES, YOU M
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AY ACCEPT
THE OFFER AND RECEIVE OFFEROR
SHARES AS PART OF THE CONSIDERATION
UNDER THE OFFER IN EXCHANGE FOR ANY
COMMON SHARES THAT YOU DEPOSIT
UNDER THE OFFER: ALASKA,
CALIFORNIA, FLORIDA, GEORGIA,
HAWAII, IDAHO, INDIANA, IOWA,
KANSAS, MAINE, MICHIGAN, MINNESOTA,
MISSISSIPPI, MISSOURI, NEVADA, NEW 
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HAMPSHIRE, NEW MEXICO, NEW YORK, 
RHODE ISLAND, SOU
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TH CAROLINA, SOUTH
DAKOTA, U.S. VIRGIN ISLANDS,
VERMONT, WISCONSIN AND WYOMING
(EACH, A 'NON-RESTRICTED STATE').
YOU ARE NOT REQUIRED TO BE AN
'EXEMPT INSTITUTIONAL INVESTOR' TO 
ACCEPT THE OFFER AND RECEIVE
OFFEROR SHARES AS PART OF THE
CONSIDERATION UNDER THE OFFER IF
YOU RESIDE IN A NON-RESTRICTED
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STATE.
.
STATUS AS U.S. COMPANY SHAREHOLDER:
A U
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.S. COMPANY SHAREHOLDER' IS ANY 
HOLDER OF COMMON SHARES THAT IS
EITHER (A) A PERSON WHOSE ADDRESS
(AS IT APPEARS ON THE REGISTER OF
SHAREHOLDERS OF THE COMPANY) IS
LOCATED WITHIN THE UNITED STATES OR
ANY TERRITORY OR POSSESSION THEREOF
OR IS PROVIDING AN ADDRESS IN BOX B
OR I THAT IS LOCATED WITHIN THE
UNITED STATES OR ANY TERRITORY OR 
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POSSESSION
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THEREOF, OR (B) THAT IS 
A U.S. PERSON (AS DEFINED IN
INSTRUCTION 9) FOR UNITED STATES
FEDERAL INCOME TAX PURPOSES.
.
IF YOU ARE A U.S. COMPANY
SHAREHOLDER OR ARE ACTING ON BEHALF
OF A U.S. COMPANY SHAREHOLDER THEN,
IN ORDER TO AVOID POSSIBLE U.S.
BACKUP WITHHOLDING, YOU MUST
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COMPLETE THE IRS FORM W-9 INCLUDED 
HEREIN OR THE APPROPRIATE IRS FORM 
W
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.-8, AS PROVIDED IN INSTRUCTION 9.
.
A U.S. COMPANY SHAREHOLDER WHO
RESIDES IN ONE OF THE U.S. STATES, 
DISTRICTS AND TERRITORIES OF
ALABAMA, ARIZONA, ARKANSAS,
COLORADO, CONNECTICUT, DELAWARE,
THE DISTRICT OF COLUMBIA, GUAM,
ILLINOIS, KENTUCKY, LOUISIANA,
MARYLAND, MASSACHUSETTS, MONTANA,
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NEBRASKA, NEW JERSEY, NORTH
CAROLINA, NORTH DAKOTA, OHIO, OK
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LAHOMA, OREGON, PENNSYLVANIA,
PUERTO RICO, TENNESSEE, TEXAS,
UTAH, VIRGINIA, WASHINGTON AND WEST
VIRGINIA (COLLECTIVELY, THE
'RESTRICTED STATES') AND IS NOT AN 
EXEMPT INSTITUTIONAL INVESTOR (AS
DESCRIBED UNDER 'NOTICE TO
SHAREHOLDERS IN THE UNITED STATES' 
IN THE OFFER TO PURCHASE AND
CIRCULAR) UNDER THE LAWS OF THEIR 
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STATE OF RESIDENCE (A 'NON-EX
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EMPT
SHAREHOLDER') MAY NOT RECEIVE ANY
OFFEROR SHARES. THE OFFEROR
PROPOSES TO DELIVER TO THE
DEPOSITARY THE TOTAL NUMBER OF
OFFEROR SHARES THAT COMPANY
SHAREHOLDERS WHO ARE NON-RESIDENTS 
OF CANADA, INCLUDING U.S. COMPANY
SHAREHOLDERS WHO ARE NON-EXEMPT
SHAREHOLDERS, WOULD OTHERWISE HAVE 
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BEEN ENTITLED TO RECEIVE AS PART OF
THE CONSIDERATION UNDER
-------------------------------------------------------
THE OFFER, 
BUT ARE PROHIBITED FROM RECEIVING
DUE TO APPLICABLE SECURITIES LAWS.
. 
THE DEPOSITARY OR ITS NOMINEE WILL,
AS AGENT FOR THE NON-EXEMPT
SHAREHOLDERS, SELL OR CAUSE TO BE
SOLD (THROUGH A BROKER IN CANADA
AND ON THE TSX) THOSE OFFEROR
SHARES THAT WOULD OTHERWISE BE
-------------------------------------------------------
ISSUABLE TO NON-EXEMPT SHAREHOLDERS
AS PART OF THE CONSIDERATION UNDER 
T
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HE OFFER, AFTER THE PAYMENT DATE
FOR THE COMMON SHARES TAKEN UP OR
OTHERWISE ACQUIRED BY THE OFFEROR
UNDER THE OFFER. AFTER THE
COMPLETION OF SUCH SALES, THE
DEPOSITARY WILL DISTRIBUTE THE
AGGREGATE NET PROCEEDS OF SALE,
AFTER EXPENSES, COMMISSIONS AND
APPLICABLE WITHHOLDING TAXES, ON A 
PRO RATA BASIS AMONG THE NON-EXEMPT
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SHAREHOLDERS. SUCH NET CA
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SH
PROCEEDS WILL BE REMITTED TO SUCH
NON-EXEMPT SHAREHOLDERS IN UNITED
STATES DOLLARS.
.
PLEASE REFER TO 'NOTICE TO
SHAREHOLDERS IN THE UNITED STATES' 
IN THE OFFER TO PURCHASE AND
CIRCULAR FOR DETAILS.
.
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.----------------------
.
2. HOW TO INSTRUCT
.
PLEASE SEND A SWIFT OR XACT MESSAGE
TO PARTICIPATE IN THE OFFER. YOUR 
INSTRUCTION MUST INCLUDE YOU
-------------------------------------------------------
R
ACCOUNT NUMBER, ISIN CODE, FULL
CONTACT DETAILS AND AMOUNT TO BE
INSTRUCTED (PLEASE REFER TO THE
ELIGIBLE BALANCE ON YOUR ACCOUNT).
.
BY SENDING AN INSTRUCTION UNDER
THIS EVENT, CUSTOMERS CONFIRM TO
COMPLY, AND ENSURE COMPLIANCE BY
ANY OF CUSTOMERS UNDERLYING
-------------------------------------------------------
CLIENTS, WITH ANY APPLICABLE
SANCTIONS, INCLUDING BUT NOT 
LIMITED TO THOSE OF THE EUROPE
-------------------------------------------------------
AN
UNION, THE UNITED NATIONS, THE
UNITED STATES, OR THE UNITED
KINGDOM.
.
HOLDERS SUBMITTING INSTRUCTIONS
COMPLY WITH THE TERMS AND
CONDITIONS OF THE OFFER
.
NOTE:
-------------------------------------------------------
BY SUBMITTING YOUR INSTRUCTION
THROUGH CLEARSTREAM YOU HAVE
IRREVOCABLY AND AUTOMATICALLY
ACCEPTED:
(I) THE DISCLOSURE O

F YOUR ACCOUNT 
DETAILS (NOT YOUR UNDERLYING HOLDER
AND, (II) TO B
-------------------------------------------------------
E BOUND TO THE TERMS AND
CONDITIONS OF THE OFFER,
(III) THE BLOCKING OF YOUR
INSTRUCTED BALANCE.
.
2.1. INSTRUCTION PER BO
.
OPTION
001/002/003/004/005/006/007/008: NO
.
-------------------------------------------------------
2.2. BO REQUIREMENTS
.
OPTION
001/002/003/004/005/006/007/008:
NONE
.
2.3. PAPERWORK
.
OPTION
001/002/003/004/005/006/007/008:
-------------------------------------------------------
NONE
.
.----------------------
.

Текст сообщения от Euroclear Bank S.A./N.V.:

NOTE/NO LEGAL DOCUMENTATION TO BECOMPLETED

--------------- EVENT DETAILS -------------------
UPDATE 17/09/2026: NEW OPTIONS HAVE BEEN ANNOUNCED
.
AS PER THE INFORMATION RECEIVED FROM THE AGENT: 'THE SRP RIGHTS
ARE IN CONNECTION WITH AURORA'S POISON PILL AND ARE ONLY
TRIGGERED UNDER CERTAIN CIRCUMSTANCES WHICH WE DON'T ANTICIPATE
OCCURRING.
.
AS OUTLINED IN THE CIRCULAR PAGE 27 SECTION 1 OF THE OFFER TO
PURCHASE 'COMPANY SHAREHOLDERS WHO HAVE DEPOSITED COMMON SHARES
WILL BE DEEMED TO HAVE DEPOSITED THE SRP RIGHTS ASSOCIATED WITH
SUCH COMMON SHARES.
.
NO ADDITIONAL PAYMENT WILL BE MADE FOR THE SRP RIGHTS AND NO
AMOUNT OF THE CONSIDERATION TO BE PAID BY THE OFFEROR WILL BE
ALLOCATED TO THE SRP RIGHTS.
.
IF FOR SOME REMOTE REASON THE SRP IS TRIGGERED AND CURALEAF
DECIDES TO PROCEED WITH THE OFFER, WE WILL BE SURE TO PROVIDE
FURTHER INSTRUCTIONS.
.
HOLDERS ARE ADVISED THAT THE OPTIONS FOR US HOLDERS HAVE BEEN
ADDED IN LINE WITH THE CLARIFICATION RECEIVED FROM THE AGENT .
OPTION NUMBERS BELOW REFER TO THE CAON
.
OPTION 3: CASH AND SHARE ELECTION - HOLDER REPRESENTS THAT IT IS
NOT A RESIDENT OF CANADA FOR CANADIAN TAX PURPOSES AND IT IS NOT
A U.S. COMPANY SHAREHOLDER AND IS NOT ACTING ON BEHALF OF A U.S.
COMPANY SHAREHOLDER. HOLDERS ELECTING THIS OPTION WILL HAVE THEIR
POSITIONS WITHDRAWN.
.
OPTION 4: CASH AND SHARE ELECTION - HOLDER REPRESENTS THAT IT IS
A RESIDENT OF CANADA FOR CANADIAN TAX PURPOSES AND IT IS A U.S.
COM PANY SHAREHOLDER OR IS ACTING ON BEHALF OF A U.S. COMPANY
SHAREHOLDER. HOLDER FURTHER REPRESENTS THAT IT IS NOT A RESIDENT
OF ONE OF THE RESTRICTED STATES. HOLDERS ELECTING THIS OPTION
WILL HAVE THE IR POSITIONS WITHDRAWN
.
OPTION 5: CASH AND SHARE ELECTION - HOLDER REPRESENTS THAT IT IS
A RESIDENT OF CANADA FOR CANADIAN TAX PURPOSES AND IT IS A U.S.
COM PANY SHAREHOLDER OR IS ACTING ON BEHALF OF A U.S. COMPANY
SHAREHOL DER. HOLDER FURTHER REPRESENTS THAT IT IS A RESIDENT OF
A RESTRICT ED STATE AND QUALIFIES AS AN EXEMPT INSTITUTIONAL
INVESTOR UNDER T HE SECURITIES LAWS OF SUCH RESTRICTED STATE.
HOLDERS ELECTING THIS OPTION WILL HAVE THEIR POSITIONS WITHDRAWN
.
OPTION 6: CASH ELECTION - HOLDER REPRESENTS THAT IT IS A RESIDENT
OF CANADA FOR CANADIAN TAX PURPOSES AND IT IS A U.S. COMPANY
SHAREHOLDER OR IS ACTING ON BEHALF OF A U.S. COMPANY SHAREHOLDER.
HOLDER FURTHER REPRESENTS THAT IT IS A RESIDENT OF A RESTRICTED
STATE AND DOES NOT QUALIFY AS AN EXEMPT INSTITUTIO NAL INVESTOR
UNDER THE SECURITIES LAWS OF SUCH RESTRICTED STATE.
HOLDERS ELECTING THIS OPTION WILL HAVE THEIR POSITIONS WITHDRAWN
.
OPTION 7: CASH AND SHARE ELECTION - HOLDER REPRESENTS THAT IT IS
NOT A RESIDENT OF CANADA FOR CANADIAN TAX PURPOSES AND IT IS A
U.S. COMPANY SHAREHOLDER OR IS ACTING ON BEHALF OF A U.S. COMPANY
SHAR EHOLDER. HOLDER FURTHER REPRESENTS THAT IT IS NOT A RESIDENT
OF ON E OF THE RESTRICTED STATES
HOLDERS ELECTING THIS OPTION WILL HAVE THEIR POSITIONS WITHDRAWN
.
OPTION 8: CASH AND SHARE ELECTION - HOLDER REPRESENTS THAT IT IS
N OT A RESIDENT OF CANADA FOR CANADIAN TAX PURPOSES AND IT IS A
U.S. COMPANY SHAREHOLDER OR IS ACTING ON BEHALF OF A U.S. COMPANY
SHAREHOLDER. HOLDER FURTHER REPRESENTS THAT IT IS A RESIDENT OF A
REST RICTED STATE AND QUALIFIES AS AN EXEMPT INSTITUTIONAL
INVESTOR UNDER THE SECURITIES LAWS OF SUCH RESTRICTED STATE.
HOLDERS ELECTING THIS OPTION WILL HAVE THEIR POSITIONS
.
OPTION 9: CASH ELECTION - HOLDER REPRESENTS THAT IT IS NOT A
RESIDENT OF CANADA FOR CANADIAN TAX PURPOSES AND IT IS A U.S.
COMPANY SHAREHOLDER OR IS ACTING ON BEHALF OF A U.S. COMPANY
SHAREHOLDER.
HOLDER FURTHER REPRESENTS THAT IT IS A RESIDENT OF A RESTRICTED
STATE AND DOES NOT QUALIFY AS AN EXEMPT INSTIT UTIONAL INVESTOR
UNDER THE SECURITIES LAWS OF SUCH RESTRICTED STATE.
HOLDERS ELECTING THIS OPTION WILL HAVE THEIR POSITIONS WITHDRAWN.
.
ACTIONS TO BE TAKEN HAVE BEEN UPDATED ACCORDINGLY
.
END OF UPDATE
.---------------------------------------------
CURALEAF HOLDINGS, INC HEREBY OFFERS TO PURCHASE, ON THE TERMS
AND SUBJECT TO THE CONDITIONS OF THE OFFER, ALL OF THE ISSUED AND
OUTSTANDING COMMON SHARES IN THE CAPITAL OF AURORA CANNABIS INC.,
TOGETHER WITH THE ASSOCIATED RIGHTS TO PURCHASE COMMON SHARES
ISSUED AND OUTSTANDING UNDER THE SHAREHOLDER RIGHTS PLAN,
INCLUDING ANY COMMON SHARES THAT MAY BECOME ISSUED AND
OUTSTANDING AFTER THE DATE OF THE OFFER BUT PRIOR TO THE EXPIRY
TIME. THE OFFEROR HAS STRUCTURED THE OFFER TO MEET THE
REQUIREMENTS OF A 'PERMITTED BID' UNDER THE SHAREHOLDER RIGHTS
PLAN
.
THE OFFEROR HEREBY OFFERS TO PURCHASE, ON THE TERMS AND SUBJECT
TO THE CONDITIONS OF THIS OFFER, ALL OF THE ISSUED AND
OUTSTANDING COMMON SHARES, TOGETHER WITH THE ASSOCIATED SRP
RIGHTS, INCLUDING ANY COMMON SHARES THAT MAY BECOME ISSUED AND
OUTSTANDING AFTER THE DATE OF THE OFFER BUT PRIOR TO THE EXPIRY
TIME. UPON ACCEPTANCE OF THE OFFER, EACH COMPANY SHAREHOLDER
WHOSE COMMON SHARES ARE TAKEN UP BY THE OFFEROR WILL BE ENTITLED
TO RECEIVE, FOR EACH COMMON SHARE, USD 0.75 IN CASH AND 0.3463 OF
AN OFFEROR SHARE, SUBJECT TO A MAXIMUM VALUE PER COMMON SHARE OF
USD 5.00. IF, ON THE EARLIER OF THE EXPIRY TIME AND THE DATE ON
WHICH ALL CONDITIONS OF THE OFFER HAVE BEEN SATISFIED OR WAIVED
BY THE OFFEROR, THE CALCULATION DATE VWAP OF THE OFFEROR SHARES
TRADED ON THE TSX IS GREATER THAN DOLLAR 17.05 (ASSUMING AN
EXCHANGE RATE FOR U.S. DOLLARS OF 1.00 USD 0.7200) PER OFFEROR
SHARE, THE NUMBER OF OFFEROR SHARES THAT A COMPANY
SHAREHOLDER WILL RECEIVE FOR EACH COMMON SHARE WILL BE CALCULATED
BY DIVIDING THE CAP PRICE OF USD 5.00 (LESS THE CASH
CONSIDERATION OF USD 0.75) BY THE CALCULATION DATE VWAP.
.
NOTE:
U.S. RESTRICTIONS 'NO OFFER TO SELL OR SOLICITATION OF AN OFFER
TO BUY OFFEROR SHARES PURSUANT TO THE OFFER IS MADE IN THE U.S.
STATES, DISTRICTS AND TERRITORIES OF ALABAMA, ARIZONA, ARKANSAS,
COLORADO, CONNECTICUT, DELAWARE, THE DISTRICT OF COLUMBIA, GUAM,
ILLINOIS, KENTUCKY, LOUISIANA, MARYLAND, MASSACHUSETTS, MONTANA,
NEBRASKA, NEW JERSEY, NORTH CAROLINA, NORTH DAKOTA, OHIO,
OKLAHOMA, OREGON, PENNSYLVANIA, PUERTO RICO, TENNESSEE, TEXAS,
UTAH, VIRGINIA, WASHINGTON AND WEST VIRGINIA (COLLECTIVELY, THE
'RESTRICTED STATES') EXCEPT ONLY TO A PERSON WHO QUALIFIES AS AN
'EXEMPT INSTITUTIONAL INVESTOR' IN THE APPLICABLE RESTRICTED
STATE. ANY COMPANY SHAREHOLDERS WHO RESIDE IN ONE OF THE
RESTRICTED STATES AND WHO WISH TO DEPOSIT THEIR COMMON SHARES IN
EXCHANGE FOR OFFEROR SHARES AS PART OF THE CONSIDERATION UNDER
THE OFFER MUST QUALIFY AS AN 'EXEMPT INSTITUTIONAL INVESTOR' IN
SUCH RESTRICTED STATE
.
AS OFFERED IN THE LETTER OF TRANSMITTAL. HOLDERS ARE STRONGLY
ADVISED TO CONSULT THEIR PROFESSIONAL ADVISORS AND TO REFER TO
THE TAKEOVER BID CIRCULAR DATED 18/08/2026 AND THE RELATED LETTER
OF TRANSMITTAL REGARDING THE TAX INFORMATION AND COMPLETE TERMS
AND CONDITIONS OF THE OFFER
.
THIS CORPORATE ACTION NOTIFICATION DOES NOT CONSTITUTE AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES BY
ANYONE IN ANY JURISDICTION
IT IS NOT, AND SHOULD NOT BE CONSTRUED OR TREATED AS, INVESTMENT
OR FINANCIAL ADVICE. IN PROVIDING THIS INFORMATION, EUROCLEAR
BANK IS NOT ACTING AS AGENT OF THE ISSUER
BY SENDING AN INSTRUCTION TO EUROCLEAR BANK, YOU CONFIRM THAT YOU
(AND ANY BENEFICIAL OWNER(S) FOR WHOM YOU ACT) COMPLY WITH THE
TERMS AND CONDITIONS OF THE CORPORATE EVENT AND COMPLY WITH
APPLICABLE LOCAL LAWS OR REQUIREMENTS, INCLUDING BUT NOT LIMITED
TO HOLDING AND TRANSFER RESTRICTIONS.
IF HOLDING AND TRANSFER RESTRICTIONS WOULD PROHIBIT YOU (AND ANY
BENEFICIAL OWNER(S) FOR WHOM YOU ACT) TO HOLD THE PROCEEDS OF A
CORPORATE EVENT IN YOUR ACCOUNT IN EUROCLEAR BANK, YOU (AND ANY
BENEFICIAL OWNER(S) FOR WHOM YOU ACT) MUST ENSURE TO SEND AN
INSTRUCTION TO ALLOW THE TRANSFER OF THESE PROCEEDS TO AN ACCOUNT
-------------------------------------------------------
OUTSIDE THE EUROCLEAR SYSTEM.