creating a preeminent global cannabis company · 2 disclaimer cautionary note regarding...
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Creating a Preeminent Global Cannabis Company
2
DisclaimerCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: Certain information in contained in this presentation constitutes forward-looking statements under applicablesecurities laws. Any statements that are contained in this presentation that are not statements of historical fact may be deemed to be forward-looking statements. Forward lookingstatements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements in this presentation include, but are not limited to, statements with respect to accretive earnings, anticipated benefits associated with the acquisition of MedReleaf(herein the “Transaction”), statements with respect to the pro forma effect of the Transaction on the combined company and its strategy going forward, the completion of any capitalproject or expansions, the timing for the completion of the Transaction; the consideration to be received by shareholders of MedReleaf, which may fluctuate in value due to Auroracommon shares forming the consideration; statements with respect to the funded production capacity which may not be achieved or realized within the time frames stated or at all, theanticipated size and or revenue associated with the adult consumer market in Canada and the global market for medical marijuana, the satisfaction of closing conditions including,without limitation (i) required Aurora and MedReleaf shareholder approvals; (ii) necessary court approval in connection with the plan of arrangement, (iii) receipt of any requiredapprovals under the Competition Act; (iv) certain termination rights available to the parties under the Arrangement Agreement; (v) Aurora obtaining the necessary approvals from the TSXfor the listing of its common shares in connection with the Transaction; and (vi) other closing conditions, including, without limitation, compliance by Aurora and MedReleaf with variouscovenants contained in the Arrangement Agreement. In particular, there can be no assurance that the Transaction will be completed or completed on the terms described in thispresentation. Forward looking statements are based on certain assumptions regarding Aurora and MedReleaf, including expected growth, results of operations, performance, industrytrends and growth opportunities. While Aurora and MedReleaf consider these assumptions to be reasonable, based on information currently available, they may prove to be incorrect.Recipients are cautioned not to place undue reliance on forward-looking statements contained herein. Forward-looking statements also necessarily involve known and unknown risks,including, without limitation, risks associated with general economic conditions; adverse industry events; future legislative and regulatory developments; inability to access sufficientcapital from internal and external sources, and/or inability to access sufficient capital on favorable terms; the early stage of the cannabis industry in Canada generally, realization offunded production estimates, income tax and regulatory matters; the ability of Aurora to implement its business strategies; competition; currency and interest rate fluctuations; the riskof difficulties in the integration of Aurora and MedReleaf, the estimated size of the adult consumer market for cannabis in Canada, the estimated size of the global medical cannabismarket and other risks.
Recipients are cautioned that the foregoing risks are not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be noassurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation,may prove to be incorrect and actual results may differ materially from those anticipated.
Forward-looking statements contained in this presentation are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject tochange thereafter. Aurora and MedReleaf disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future eventsor otherwise, except as required by law. Factors that could cause anticipated opportunities and actual results to differ materially include, but are not limited to, matters referred to aboveand elsewhere in Aurora’s andMedReleaf’s public filings and the material change reports that will be filed in respect of this Transaction, which are, or will be, available on SEDAR.
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Meeting the Critical Success Factors for Accelerated Growth
Industry Leading Scale
Extensive Distribution Channels in Canada and Internationally
Enhanced Capital Markets Profile
Proven Execution & Agility Across Value
Chain
Innovation and R&D Excellence
Low ProductionCosts and Industry
Leading Yields
Award Winning Product Lines Support
Brand Leadership
$
Enhanced Diversification
The Opportunity
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Canadian Adult Consumer Use Market
Source: Deloitte Recreational Marijuana: Insights and Opportunities
Canadian Medical and Adult Consumer
Use Demand will outstrip supply until
2021
Potential Upside
Ancillary Market
Base Market
Population of Adult
Consumers
Annual Consumption Volume in Grams per
Consumer
Price per Gram of Marijuana
Growers Infused Product Makers
Testing Labs Security
Tourism Revenue
Business Taxes License Fees Paraphernalia
$9+ bn
$23 bn
Base Retail Market Value
Base + Ancillary
Canada is 3-4 years ahead of any other country in terms of building a federally legal, commercial
scale, cannabis cultivation industry
According to Deloitte, sales in the
Canadian adult consumer use
market could be ~$5bn to ~$9bn per
annum
$9+ bn
Base Retail Market Value
$14+ bn
With Ancillary Multiplier
Potential
Upside to Base and
Ancillary Markets
6
Global Medical Opportunity
Source: Eight Capital 2018 Outlook: Legalization Will Lead to Globalization
North American
Market Size:
~4.0 million kg
South American
Market Size:
~2.0 million kg
EuropeMarket Size:
~4.0 million kg
AustraliaMarket Size:
~0.2 million kg
Africa
Market Size:
~0.5 million kg
• Total addressable
market size of
~C$180 bn at
maturity
• Total implied
demand greater
than
10 million kg per
year
• This market will
remain
undersupplied for
the foreseeable
future
AsiaMarket Size:
Unknown
The Company
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Industry Leading Scale11 Production Facilities
AURORA AURORA AURORA AURORA AURORA AURORA AURORA AURORA MEDRELEAF MEDRELEAF MEDRELEAF Total TGOD(1) TGOD(1)
FacilityAlberta
(Mountain)
Quebec
(Vie)
Quebec (Lachute)
Sask. (Saskatoon)
CanniMed
Alberta
(Sky)
Denmark
(Odense)
Denmark
(Nordic)
Alberta
(Sun)
Ontario (Markham)
Ontario (Bradford)
Ontario
(Exeter)
Alberta, Ontario, Quebec,
Sask., Denmark
Ontario(Hamilton)
Quebec(Valleyfield)
Footprint (sq.ft) 55,000 40,000 48,000 97,000 800,000 100,000 1,000,000 1,200,000 55,000 210,000 1,000,000 4,505,000 150,000 820,000
Status
Operating since 2015
Complete and
licensed in Nov 2017
Completion in early
calendar 2018
Working on GMP
certification
Expansion started
Licensed in January
2018
Completion by mid-
2018
Retrofitting in progress
Cultivation to
commence in summer
2018
Recently announced
facility
First planting in H1 2019
Completion in H2 2019
Operating since 2014
Yields 300 g / sq. ft.
Expected to be fully
operational by mid-
2018
First harvest in Q1 2019
Adjacent land with space for
~1.5mm sq. ft. facility
Expected completion in Q4 2018
Expected completion in
Q2 2019
Funded Capacity
(kg / yr)
4,800 4,000+ 4,500+ 19,000 100,000+ 8,000 120,000+ 150,000+ 7,000 28,000 105,000 570,000+ 14,000 102,000
Estimated Completion Date
Nov-14 Apr-17 Nov-17 Mar-18 H2 2018 H2 2018 H2 2019 H2 2019 2014 H2 2018 H1 2019(3) Q4 2018 Q2 2019
1. Aurora has the option to incrementally increase its ownership interest in TGOD to over 50% upon TGOD achieving certain operational milestones.
2. The sum of Aurora and MedReleaf’s announced funded capacity is 430,000+ kg and 140,000+ kg per year, respectively; total funded capacity of Aurora includes proportionate share of TGOD (23,000 kg per annum).
3. Based on first harvest.
(2)
Rapid Conversion of Remaining Funded Capacity Into Production Capacity By End of 2019
9
Aurora Sky• 100,000+ kg per year at full capacity
• Anticipated production costs <$1 per gram
• Closed system
• Highly Automated
• Complete control over environmental conditions
• Customized irrigation and nutrition systems
• Specialty glass
• Advanced disease, pest and plant stressprevention systems
• Strategically located at Edmonton International Airport
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AfricaMarket Size:
~0.5 million kgsCayman
Islands
First ever sale of commercial cannabis oils
Germany
Sells cannabis through Pedanios(1), Aurora’s wholly owned wholesale importer / exporter / distributer
Allows Aurora to capture full margin to pharmacies
Introducing CanvasRxmodel to seed and accelerate growth
Germany
Supply agreement with Cannamedical Pharma
Denmark(1)
Owns 51% of Aurora Nordic where a 1,000,000 sq ft facility is being built and a 100,000 sq ft retrofit greenhouse
Extensive Distribution Channels in Canada and Internationally
South Africa
Definitive agreement to supply cannabis products to Akula Trading 2 Pty Ltd.
Australia
22.9% interest in Cann Group, first Australian company licensed to cultivate medical cannabis
First ever shipment of commercial cannabis oils through CanniMed
Australia
JV partner Indica received cannabis cultivation and production license
Italy
Sells cannabis to the Italian government through Pedanios; completed first ever private export from Canada in April-18
Aurora
MedReleaf
Both Aurora & MedReleaf
Brazil
Completed first ICH-GMP certified commercial export and the country’s first import of cannabis-oil
European Union
LOI with Creso Pharma Ltd. to market CMED medical cannabis brands
Canada (Combined)
Operates 9 facilities
Established key distributor relationships (SAQ, Shoppers, PharmaChoice and more)
Significant Opportunity for Cross-selling Through Complementary Distribution Networks
1. Aurora Nordic will focus on the cultivation and sales of cannabis in Denmark, Sweden, Norway, Finland and Iceland through Aurora’s wholly-owned subsidiary, Pedanios.
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11
82 million population Germany
>400 millionpopulation EU
• Largest medical cannabis distributor in EU (100% owned)
• EU GMP certified for import, release and distribution of cannabis
• Currently servicing >2,000 pharmacies in Germany (exclusive suppliers of patients)
• Access to single largest federally legalized medical cannabis market with population > 82 million
• Broad insurance coverage for prescribed medical cannabis
• Won first public tender to supply Italian system
• Aurora’s European hub for market expansion Cornerstone acquisition for European expansion strategy
Pedanios – Aurora’s Gateway to the EU Cannabis Market
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Innovation and R&D Excellence
A Science Driven Approach
• Thousands of data records collected over 10 years drive enhanced patient experience
• Clinical research with well-recognized research centers and leadership, including 11 peer-reviewed publications
• Developing a Medical Cannabis Centre of Excellence
• Strong scientific leadership team with proven track-record in product development
Innovative Product Development
• Innovative and diverse product lines, including topical creams and capsules
• First LP to bring capsules, topical cream and variety-specific softgelcapsules to market
Science-based Approach Resonates with Medical Professionals and Contributes to Broader Product
Recognition and Brand Strength
Developing Marketable IP to DeliverProducts for Medical and Adult Consumer Use Markets
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Innovation – Access to Technology
RADIENT TECHNOLOGIES – disruptive extraction technology for cannabis oil production
CTT PHARMACEUTICALS – Sub-lingual wafer technology
NAMASTE - exclusive white label use for patient education and registration portal
MICRON WASTE TECHNOLOGIES – low-cost environmentally friendly treatment of organic waste
INNOVATION-DRIVEN PARTNERSHIPS
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Select Brands Awards
• Combined company will have a more comprehensive portfolio of medical and recreational brands
• Combined company won 17 Lift Canadian Cannabis Awards in 2017
0%
5%
10%
15%
20%
25%
0% 5% 10% 15%
THC
Va
lue
(%
)
CBD Value (%)
Top Licensed Producer - Winner
Top High CBD Oil - Winner
Top Indica Flower - Winner
Top High CBD Flower - Winner
Top High THC Flower - Winner
Top Licensed Producer Customer Service – Finalist (#2)
Top Licensed Producer Compassionate Pricing – Finalist(#2)
Top Licensed Producer Packaging – Finalist (#2)
Top Hybrid Flower – Finalist (#2)
Top Sativa Flower – Finalist (#3)
Top High THC Oil – Winner
Top Social Media Account Facebook – Winner
Top High CBD Oil – Finalist (#2)
Top High THC Flower – Finalist (#3)
Top Sativa Flower – Finalist (#2)
Top Social Media Account Twitter – Finalist (#3)
Top Licensed Producer Compassionate Pricing – Finalist(#3)
Award Winning Product Lines Support Brand Leadership
Comprehensive Genetics Offering
Brands and Strains Recognized with a Combined 17 Lift Canadian Cannabis Awards
15
--
$10
$20
$30
Dec-
14
Jun-
15
Dec-
15
Jun-
16
Dec-
16
Jun-
17
Dec-
17
Qu
art
erly
Re
ve
nu
e (
C$
mm
)
Proven Execution & Agility
• Fastest ramp up, execution and sales growth achieved relative to other licensed producers
• High pace of execution enhances early mover advantage and rapid capitalization on opportunities
Quarterly Revenue Development
(1)
1. Aurora (Pro Forma CanniMed) and MedReleaf.
Competitor 2
Competitor 1
16
Proven Execution & Agility Across the Value Chain
Acquisitions
Branding /
Strategic
Investments
14-Dec-16
Signs JV MOU with
Radient
8-June-17
Strategic Investment
in HempCo,
Food and Fiber
30-Mar-17
Strategic Investment in
Australia through
investment in
Cann Group
5-Jan-18
Strategic
Investment in TGOD
15-Jan-18
Strategic
Investment in
Micron Waste
22-Feb-18
Strategic
Investment in
Liquor Stores N.A.
9-Feb-18
Introduces
San Rafael '71
6-Mar-18
Adds the Woodstock
brand
3-Apr-18
Launched Premium
Cannabis Brand,
AltaVie
2-Oct-17
Acquires
B.C. Northern Lights
Urban Cultivator
6-Mar-17
Acquires
Pelaton
Pharmaceuticals
26-May-17
Acquires
Pedanios in Germany, a
wholesale importer, exporter,
and distributor of medical
cannabis in the E.U.
18-Aug-16
Acquires
CanvasRx,
a Canadian cannabis
patient counselling
service
5-Dec-17
Acquires
Larssen
H2 Biopharma
28-Mar-18
Acquires
CanniMed
Aurora MedReleaf
14-Sep-17
Announces R&D
Collaboration and
investment in cannabis
grow lighting firm
Flora Fotonica
Dec-16 Mar-17 Jun-17 Sep-17 Mar-18Dec-17
17
Building Growing Extraction Testing, R&D Distribution Products BrandsConsumer
EngagementFormulation
• Larssen is a
design and
engineering
consultancy for
efficient
greenhouses
• Low-cost
operations
•MedReleaf has
exceptionally
high yields
•Aurora and
CMED offer a
diverse set of
genetics
•Aurora
investment in
Radient,
an extraction
company
•MedReleaf was
the first LP to
launch a topical
cream & oil
capsules
•Aurora has
creams, capsules
and a strong
pipeline of
products
•MedReleaf has a
diverse product
offering, including
softgels and a
robust pipeline of
product
innovations
•Multiple PhD
researchers
•MedReleaf brings
10+ years of
research and
patient data
•CMED brings 17+
years of clinical &
research studies
•Agreements
with SDM, SAQ,
PharmaChoice,
Liquor Stores and
many more
• Robust
international
distribution
network
•Complementary
and ancillary
products,
including BC
Northern Lights,
HempCo and
many more
• Both companies
have well-
recognized
medical and
consumer brands
• Strong consumer
engagement, with
mobile app,
customer care and
same-day delivery
in Ontario
40+pro-forma cannabis
strains
Vertical Integration with Horizontal DiversificationA Global Company with Expertise Across the Value Chain
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Go-Forward Strategy
Strategic M&A
Acquire Brands & Expertise Across
Value Chain
Expand Portfolio of Strategic Partnerships
Gain Access to New Region and
Distribution Channels
Capacity
Establish a Large Global Production Footprint, Based
on Market-Leading
Technological Design and Operational Know-How
High-Tech, Lost-Cost Facilities
International
Distribution
Leverage Global Footprint through GMP Facilities to Facilitate Growth
into the International
Medical Market
Well-recognized
Medical &
Consumer Brands
Expand Portfolio of Brands for
Medical & Adult Consumer Use
R&D
Leverage R&D Capabilities to
Develop a Well-Diversified Portfolio of IP (Medical and
Consumer Products,
Technologies)
Scale, Costs, Agility, Innovation and Execution to Accelerate Growth
Financial Data
20
Aurora Cannabis Inc. Management Presentation
Sequential Growth (%)
211%YoY growth for Q3 2018
457.1% 151.7% 26.5% 33.2% 14.7% 39.0%
Strong Revenue Growth
Revenue ($M)
41.8%
$0.00
$2.00
$4.00
$6.00
$8.00
$10.00
$12.00
$14.00
$16.00
$18.00
Q3 2016 Q4 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018 Q3 2018
37.6%
21Aurora Cannabis Inc. Management Presentation
Continuously Improving Metrics
Q3 2018 Q2 2018 Q1 2018 Q4 2017 Q3 2017
# # # # #
Active registered patients (1) 25,800 23,000 19,280 16,400 13,110
Grams sold 1,352,982 1,161,809 889,965 755,059 653,008
Grams produced (2) 1,205,965 1,204,259 1,009,585 1,164,683 846,849
(In CDN $000’s unless otherwise noted) $ $ $ $ $
Average net selling price per gram 7.99 8.36 8.22 7.45 6.64
Cash cost of sales per gram 1.80* 1.74 1.92 2.09 2.31
Cash cost to produce per gram 1.53* 1.41 1.73 1.91 1.91
Cash and cash equivalents 231,023 350,841 127,915 159,796 111,116
*Seasonal influence through increased energy spend in winter
22
Brands
R&D Technology and Genetics
Domestic and International Distribution
Overview
8 Facilities
430,000+(1) kg/year
3 Facilities
140,000+ kg/year
SAQ, PharmaChoice, Pharmasave, Liquor Stores,
Pedanios, Shoppers Drug Mart
SAQ, Cannamedical Pharma, Shoppers Drug Mart
24 distinct strains in production, oil products, topical creams, capsules
20+ dried products, 6 oil products, 4 capsule products,
topical creams
Aurora, CanniMed,
HempCo, RadientTechnologies
MedReleaf, San Rafael '71, Woodstock, AltaVie
Funded Capacity
State-of-the art automation, 17+ years of cannabis
research
High-yield cultivator, proprietary genetics,
substantive patient data
570,000+ kg/year
Robust distribution
17 Lift Canadian Cannabis Awards
Comprehensive portfolio
Higher pace of innovation from seed to sale supported by leading research team
Funded Capacity
Products
1. Includes proportionate share of The Green Organic Dutchman (23,000 kg per annum).
Combined Company
23
A Strong Platform for Accelerated Growth
Industry Leading Scale
Extensive Distribution Channels in Canada and Internationally
Enhanced Capital Markets Profile
Proven Execution & Agility Across Value
Chain
Innovation and R&D Excellence
Low ProductionCosts and Industry
Leading Yields
Award Winning Product Lines Support
Brand Leadership
$
Enhanced Diversification
24
Marc Lakmaaker, Director IR &Corporate [email protected]
Cam BattleyChief Corporate [email protected]
Contact Information
Investor Relations: 1-855-279-4652
Appendix
26
Experienced Leadership Team
Aurora Cannabis Inc. Management Presentation
26
Terry BoothCEOCEO of 6 successful companies
25 years experience in highly
regulated industries
Cam BattleyChief Corporate OfficerDeep experience in pharma and
cannabis sectors
Board member Cannabis
Canada
Steve DoblerPresidentSuccessful entrepreneur, member of
many public companies’ board of
directors. Responsible for raising
substantial funds for Aurora
Glen IbbottCFOStrong senior financial executive
with deep life sciences sector
experience
Neil Belot Chief Global Business
Development OfficerFormer executive director of
Cannabis Canada - Canada's trade
association for Licensed Producers
Allan CleirenCOOExperienced operational
executive with nearly three
decades leadership experience
at private and public companies
Darryl VleemingChief Information Officerover 20 years of experience in
Senior IT leadership, project
delivery, and IT strategic planning
at publicly traded international
corporations, with a specific
focus on driving business value.
27
Board of Directors
Aurora Cannabis Inc. Management Presentation
27
Steve DoblerPresident, Aurora
Successful entrepreneur,
member of many public
companies’ board of
directors. Responsible for
raising substantial funds
for Aurora
Adam SzwerasPartner, Fogler, Rubinoff LLP
Experienced securities
lawyer. Founder of a US
developer of marijuana
and hemp oil, and edible
products.
Michael SingerChairmanCFO, Clementia
Pharmaceuticals
Former CFO, Bedrocan
Cannabis Corp.
Terry BoothCEO, Aurora
CEO of 6 successful
companies
25 years experience
in highly regulated
industries
Dr. Jason Dyck Professor, Department of
Pediatrics and Director of
Cardiovascular
Research Centre,
University of Alberta
Diane JangA business consultant,
specializing in strategic
planning for sustainable
success, growth and
profitability, with over 27
years of business
experience in the
Consumer Packaged
Goods industry
28
Transaction Summary
Proposed
Transaction
• Aurora to acquire all of the issued and outstanding common shares of MedReleaf in an all-share transaction
• Unanimously approved by the boards of directors of each of company
• Court approved Plan of Arrangement
• Pro forma ownership of 61% Aurora / 39% MedReleaf
Consideration
to MedReleaf
• MedReleaf shareholders will receive 3.575x Aurora common shares for each MedReleaf common share
• Implies a price of C$29.44 per MedReleaf common share and a premium of approximately 34%, based on the 20-day volume weighted average prices of Aurora and MedReleaf as of 11-May-18
• Implies a total transaction value of approximately C$3.2 bn on a fully diluted basis
Key Approvals
and Conditions
• Aurora shareholder approval (majority of votes cast at a special meeting)
• MedReleaf shareholder approval (66 2/3% of votes cast at a special meeting)
• 56% of existing MedReleaf shareholders have entered into irrevocable hard lock-ups with Aurora to vote in favour of the Arrangement
• Customary regulatory, court approvals, and other closing conditions
29
Transaction Summary (cont’d)
Deal
Protection
• Reciprocal and customary non-solicitation covenants
• Reciprocal 5 business day right to match any superior proposal
• Termination fee of C$80 mm payable by either party under certain specified circumstances
• Expense reimbursement of C$15 mm payable by either party under certain specified circumstances
Timing
• Mailing of special meeting materials expected to occur during the month of June 2018
• Special meetings of Aurora and MedReleaf shareholders expected to occur during month of July 2018 and closing of the transaction is expected thereafter following receipt of all required regulatory approvals and satisfaction of other customary closing conditions
30
Aurora MedReleafCombined Company
(No Premium)
F.D. Market Capitalization(1)
(C$ mm)$4,772 $2,669 $7,441
Cash and Cash Equivalents(2)
(C$ mm)$167 $218 $385
Debt(2)
(C$ mm)$244 $10 $254
Enterprise Value
(C$ mm)$4,373 $2,414 $6,786
Geographical Sales Presence
Australia, Canada, Cayman Islands,
Denmark, Finland, Germany, Iceland,
Italy, Norway, South Africa, Sweden
Australia, Brazil, Canada,
Germany
Australia, Brazil, Canada, Cayman
Islands, Denmark, Finland, Germany,
Iceland, Italy, Norway, South Africa,
Sweden
Number of Facilties 8 3 11
Current Capacity 15,800 kgs 16,500 kgs 32,300 kgs
Funded Capacity 430,000+ kgs 140,000+ kgs 570,000+ kgs
Capitalization
Operating
Details
Summary of the Combined Company
1. Shown on a fully-diluted basis as of 11-May-18.
2. Based on most recent filings (31-Mar-18 for Aurora and 31-Dec-17 for MedReleaf), adjusted for subsequent events.