Mr. Miguel Martin of Aurora Cannabis reports
AURORA CANNABIS FILES APPLICATION WITH ALBERTA SECURITIES COMMISSION TO PROTECT COMPANY SHAREHOLDERS HAVING IDENTIFIED SEVERAL DEFICIENCIES IN CURALEAF'S HOSTILE BID DISCLOSURE
Aurora Cannabis Inc. filed on Sept. 23, 2026, an application with the Alberta Securities Commission for an order requiring Curaleaf Holdings Inc. to address several deficiencies Aurora has identified in its hostile bid circular and to require Curaleaf to comply with securities law requirements.
"We believe Curaleaf has failed to comply with applicable securities law requirements in connection with its hostile bid, and Aurora intends to vigorously defend its interests and those of its shareholders. Aurora is taking the necessary steps to protect its shareholders' rights, which this hostile bid is clearly ignoring," said Miguel Martin, executive chairman and chief executive officer of Aurora.
"Aurora's review of Curaleaf's hostile bid circular uncovered several significant deficiencies, which were highlighted in the directors circular issued on Sept. 2. Aurora also wrote directly to Curaleaf to ask that it remedy these failings. Curaleaf has refused to do so. As a result, Aurora has applied to the Alberta Securities Commission for an order requiring compliance with applicable securities laws. These are not technicalities. They are shareholder protection requirements, and they matter," concluded Mr. Martin.
The deficiencies Aurora has identified in Curaleaf's circular are concerning as they may deprive shareholders of information and time needed to fully evaluate Curaleaf's hostile bid.
Aurora's application seeks to have the Alberta Securities Commission review and address the following:
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Failure to provide pro forma financial statements that would allow Aurora shareholders to understand the financial condition of the combined company if the hostile bid were successful;
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Failure to hold the hostile bid open for the minimum deposit period required by securities laws, which allows Aurora shareholders the full amount of time required by law to consider the hostile bid; and
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Failure to publish notice of its hostile bid in a French language publication, denying French-speaking Aurora shareholders from obtaining important information about the commencement of the hostile bid.
These requirements are designed to ensure that Aurora shareholders have the time and information they need to make a fair, informed decision about this hostile bid. Aurora intends to demonstrate that these deficiencies deny Aurora shareholders from fundamental protections afforded under securities law.
In addition, Curaleaf's failure to comply with the required 105-day deposit period means that the hostile bid does not qualify as a permitted bid under Aurora's shareholder rights plan, contrary to Curaleaf's disclosure in its hostile bid circular. The rights plan will be triggered if Curaleaf proceeds to acquire more than 20 per cent of Aurora's shares.
Aurora will ask the ASC to order Curaleaf to correct what it has identified as material deficiencies in its circular, including by delivering the required pro forma financial statements and publishing the required French-language notice in Quebec, and ensuring that shareholders receive the full mandatory 105-day deposit period only after those deficiencies have been corrected.
Shareholder information
On Sept. 2, Aurora's board of directors filed a directors circular, which unanimously recommended that shareholders reject Curaleaf's hostile bid by taking no action and not tendering their shares. The board unanimously recommends that any Aurora shareholders who have tendered their shares to the hostile bid withdraw those shares.
This application does not change the board's view that Curaleaf's hostile bid is inadequate and fails to reflect the value of Aurora's business or the opportunities ahead.
Shareholder assistance
Shareholders with questions about the hostile bid or who would like to receive continuing updates may contact Kingsdale Advisors, Aurora's strategic adviser and information agent.
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Toll-free (within North America): 1-800-749-9052;
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Call or text: 416-623-4172;
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E-mail: contactus@kingsdaleadvisors.com;
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Visit the Protect Aurora website.
About Aurora Cannabis
Inc.
Aurora is a global leader in medical cannabis, dedicated to improving lives through scientific expertise, proven performance and a deep commitment to patient care. Aurora serves medical markets across Canada, Europe, Australia and New Zealand with a portfolio of trusted, leading brands including Aurora, MedReleaf, Pedanios, IndiMed, San Raf and Whistler Medical Marijuana Corp. With world-class good-manufacturing-practice-certified manufacturing facilities in Canada and Germany, and a team of industry-leading professionals, Aurora continues to expand its global footprint and deliver consistent, high-quality cannabis products with the purpose of opening the world to cannabis.
Aurora's common shares trade on Nasdaq and the Toronto Stock Exchange under the symbol ACB.
Aurora has filed a solicitation/recommendation statement on Schedule 14D-9F with the U.S. Securities and Exchange Commission, which includes a directors circular, dated Sept. 1, 2026. Investors are urged to read this document and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, when they become available, before making any investment decision with respect to the hostile bid. The hostile bid is made for the securities of a Canadian issuer, and, while the hostile bid is subject to disclosure requirements of Canada, investors should be aware that these requirements are different from those of the United States. The enforcement by investors of civil liabilities under the U.S. federal securities laws may be affected adversely by the fact that the issuer is located in Canada, and that some or all of its officers and directors are residents of Canada.
We seek Safe Harbor.
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