Alcanna Inc. and Aurora Cannabis Inc. jointly announce that they have entered into an agreement with a syndicate of underwriters led by Cormark Securities Inc. pursuant to which the Underwriters have agreed to purchase, on a “bought deal” basis, 9,200,000 common shares of the Company currently held by Aurora at a price of $3.00 per Offered Share and offer them to the public by way of short form prospectus for total gross proceeds to Aurora of approximately $27.6 million. The Underwriters have not been granted an over-allotment option.
The Offered Shares represent approximately 23% of the issued and outstanding Common Shares of the Company and all of the Common Shares held by Aurora. As a result of the Offering, Aurora will no longer beneficially own, control or exercise direction over any remaining Common Shares in the Company. No Common Shares are being sold by the Company. The net proceeds from the Offering will be paid directly to Aurora, and the Company will not receive any proceeds from the Offering.
Closing of the Offering is expected to occur on or about June 24, 2020, or such other date as may be agreed upon by the Company, Aurora and the Underwriters, and is subject to customary closing conditions and regulatory approvals, including that of applicable securities regulatory authorities.
The Offered Shares (i) will be qualified for distribution in Canada by way of a short form prospectus of the Company to be filed in each of the Provinces of Canada, other than Quebec, (ii) may be offered in the United States on a private placement basis to Qualified Institutional Buyers pursuant to an exemption from the registration requirements provided by Rule 144A of the United States Securities Act of 1933 (the “U.S. Securities Act”), as amended, and applicable state securities laws, and (iii) may also be offered in certain other jurisdictions outside of Canada and the United States, in each case in accordance with all applicable laws provided that no prospectus, registration statement or similar document is required to be filed in such jurisdictions.
No securities regulatory authority has either approved or disapproved of the contents of this press release. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release does not constitute an offer of securities for sale in the United States. The Offered Shares have not been and will not be registered under the U.S Securities Act and such securities may not be offered or sold within the U.S. absent registration under U.S. federal and state securities laws or an applicable exemption from such registration requirements.
This press release is issued by Aurora pursuant to the early warning requirements of National Instrument 62-103, which also requires a report to be filed containing additional information with respect to the foregoing matters. A copy of the Early Warning Report will appear under Alcanna’s profile on the SEDAR website at www.sedar.com
Alcanna is one of the largest private sector retailers of alcohol in North America and the largest in Canada by number of stores – operating 231 locations in Alberta and British Columbia. The Company also operates 31 cannabis retail stores under the “Nova Cannabis” brand, with 30 locations in the Province of Alberta and one in the Province of Ontario. Alcanna’s common shares and convertible subordinated debentures trade on the Toronto Stock Exchange under the symbols “CLIQ” and “CLIQ.DB”, respectively. Additional information about Alcanna Inc. is available at the Company’s website at www.alcanna.com.