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Aurora Cannabis to Strategically Enter the United States with Acquisition of Reliva

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EDMONTON, May 20, 2020 – Aurora Cannabis Inc. (the “Company” or “Aurora“) the Canadian company defining the future of cannabinoids worldwide, and Reliva, LLC (“Reliva“) a leader in the sale of hemp-derived CBD products in the United States, are pleased to announce that they have entered into an agreement  pursuant to which Aurora will acquire all of the issued and outstanding membership interests of Reliva. Under the terms of the agreement, members of Reliva will receive approximately US$40 million of Aurora common shares.  The transaction also includes a potential earn-out of up to a maximum of US$45 million payable in Aurora shares, cash or a combination thereof, over the next two years contingent upon Reliva achieving certain financial targets. The structure of the earn-out is designed to align risk and reward between Aurora shareholders and Reliva management to focus on continued strong operational and financial execution. The transaction is expected to close, subject to customary closing conditions, in June 2020. It is anticipated that the transaction will be immediately accretive to Aurora on an Adjusted EBITDA basis, consistent with Aurora’s objective to drive towards Adjusted EBITDA profitability in its fiscal first quarter of 2021.

The transaction will combine Aurora’s leading Canadian recreational brands, and Canadian and European medical market position with the leading U.S. hemp-derived CBD brand in retail stores. Consistent with the announcement of Aurora’s business transformation plan in February 2020, the Company has aligned its U.S. investment strategy with the goals of the transformation plan, namely: financial discipline, operational focus, and strong execution. The transaction represents the culmination of a multi-month strategic evaluation of the U.S. hemp-derived CBD industry. Reliva stood out among a lengthy list of potential partners for its: (1) focus on regulatory, testing and compliance protocols; (2) proven management team with extensive experience selling and marketing regulated consumer packaged goods; (3) deep relationships with critical trade partners that provide a U.S. national distribution footprint; and (4) financial discipline and track record of growth and profitability. Together with Reliva, Aurora is expected to be positioned as a meaningful player in the United States, the world’s largest cannabinoid market.

Management Commentary:

“Together, Aurora and Reliva will partner to create an international cannabinoid leader that we believe can deliver robust revenue and profitable growth,” said Michael Singer, Executive Chairman and Interim CEO of Aurora. “We have taken the time necessary to carefully assess the Company’s entry into the U.S. market and we firmly believe that the combination with Reliva will create significant long-term value as Reliva provides us options to grow in hemp-derived CBD internationally. Similar to Aurora, Reliva has a strong entrepreneurial spirit and successful track record of transforming categories and creating growth brands. We welcome Miguel Martin and his team to Aurora, and look forward to the opportunity to increase our operating scale, international reach, and product and brand diversity as we drive to Adjusted EBITDA profitability. We plan to capitalize on each company’s market leadership and sales infrastructure to drive higher revenue growth than either company could independently accomplish.”

Miguel Martin, CEO of Reliva commented, “We’re excited to join Aurora’s leading platform as we combine our highly complementary businesses and brands to build an even stronger company for future international success. We were fortunate enough to be able to choose our long-term partner and believe this partnership provides a significant opportunity to accelerate sales growth for Reliva in the United States and internationally. I am particularly pleased about the benefits that this combination will have for current and future trade partners. With the assistance of Aurora, we believe enhancements to Reliva’s innovation, consumer insights and marketing systems will allow our portfolio of hemp-derived CBD products to become even more attractive to retailers and consumers in this exciting new category.”

Key Strategic and Financial Highlights:

The transaction will create a large and diversified pure-play international cannabinoid company. Aurora believes the combination will provide the following strategic and financial benefits:

  • Immediately Accretive to Aurora Shareholders: Transaction is aligned with Aurora’s business transformation plan announced in February 2020 and provides immediate benefit to Aurora’s objective to achieve Adjusted EBITDA profitability in the first quarter of fiscal 2021
    • Reliva has generated positive EBITDA in the last 12 months ended March 2020
    • Transaction is expected to be Adjusted EBITDA accretive to Aurora shareholders in fiscal 2020 and fiscal 2021
    • Reliva is debt free
    • No capital expenditures or additional working capital investment is currently required
  • Addition of Experienced Management Team: The transaction will add a talented U.S. management team, with strong international consumer packaged goods backgrounds and a proven track record of growth, to the core Aurora team
    • Management has 40+ years of experience in sales and marketing of regulated consumer packaged goods led by Miguel Martin, a 25 year CPG veteran
      • Former President and General Manager of Logic Technology, one of the largest manufacturers of electronic cigarettes
      • Former Senior Vice President and General Manager of Altria Sales & Distribution
    • Upon closing of the transaction, Reliva’s management team will remain in place with Miguel Martin continuing on as President of Aurora USA, and joining the Executive Leadership Team of Aurora, reflecting his commitment and belief in the future success of the combined company
    • Reliva’s culture is deeply rooted in operating in highly regulated industries and producing and marketing products with high degree of testing and compliance
  • Creation of the Leading Global Cannabinoid Platform: The combined company will have a leadership position in the global medical and Canadian recreational cannabis markets along with a leading market position in hemp-derived CBD in the U.S.
    • CBD opportunity expected to be as large as US$24 billion at retail in 2025, according to the Brightfield Group
    • Reliva ranked #1 in topicals and #2 overall market share according to IRI with product availability in over 20,000 retail locations and via e-commerce
    • Creates opportunity to leverage Reliva’s leading U.S. brand position into international markets
    • Only CBD company in the three largest U.S. wholesale distributors
    • Contracts with leading retailers including 8 of the top 20 national convenience store chains
    • Positions Reliva at the forefront of the growing sports category supporting Aurora’s UFC partnership
      • Marketing assets afforded to Aurora through the UFC partnership may eventually support awareness of Aurora/Reliva CBD products
  • Combines Aurora’s best-in-class scientific and product innovation expertise with Reliva’s nation-wide distribution footprint and speed to market experience:
    • Portfolio of high quality, rigorously tested and compliant hemp-derived CBD product formats
    • Leverage Aurora’s existing scientific expertise to further advance cannabinoid product innovation

Advisors

Cowen served as exclusive financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal counsel to Aurora. Saul Ewing Arnstein & Lehr LLP acted as legal counsel to Reliva.

About Aurora

Aurora is a global leader in the cannabis industry serving both the medical and consumer markets. Headquartered in Edmonton, Alberta, Aurora is a pioneer in global cannabis dedicated to helping people improve their lives. The Company’s brand portfolio includes Aurora, Aurora Drift, San Rafael ’71, Daily Special, AltaVie, MedReleaf, CanniMed, Whistler, and ROAR Sports. Providing customers with innovative, high-quality cannabis products, Aurora’s brands continue to break through as industry leaders in the medical, performance, wellness and recreational markets wherever they are launched. For more information, please visit our website at www.auroramj.com.

Aurora’s Common Shares trade on the TSX and NYSE under the symbol “ACB”, and is a constituent of the S&P/TSX Composite Index.

About Reliva

Reliva is a leader in delivering high quality hemp-derived CBD products to consumers. Built on a philosophy of compliance, testing, product innovation and approachable price points Reliva has grown to become one of the largest retail CBD brands in the U.S. Supported through long-term partnerships with leading national wholesalers and retailers Reliva’s products can be found in over 20,000 retail stores. Reliva’s management team, which has decades of regulated product experience, is uniquely positioned to manage this dynamic and rapidly growing category. For more information, please visit our website at www.relivacbd.com.

Forward Looking Statements

This news release includes statements containing certain “forward-looking information” within the meaning of applicable securities law (“forward-looking statements“). Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These forward-looking statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions, estimates and assumptions of management in light of management’s experience and perception of historical trends, current conditions and expected developments at the date the statements are made, such as current and future market conditions, the current and future regulatory environment and future approvals and permits. Forward-looking statements are subject to a variety of risks, uncertainties and other factors that management believes to be relevant and reasonable in the circumstances could cause actual events, results, level of activity, performance, prospects, opportunities or achievements to differ materially from those projected in the forward-looking statements, including the risks associated with: entering the U.S. market, the ability to realize the anticipated benefits associated with the acquisition of Reliva, achievement of Aurora’s business transformation plan, general business and economic conditions, changes in laws and regulations, product demand, changes in prices of required commodities, competition, the effects of and responses to the COVID-19 pandemic and other risks, uncertainties and factors set out under the heading “Risk Factors” in the Company’s annual information form dated September 10, 2019 (the “AIF“) and filed with Canadian securities regulators available on the Company’s issuer profile on SEDAR at www.sedar.com and filed with and available on the SEC’s website at www.sec.gov. The Company cautions that the list of risks, uncertainties and other factors described in the AIF is not exhaustive and other factors could also adversely affect its results. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such information. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.

The Company uses financial measures regarding itself, such as Adjusted EBITDA, that do not have standardized meaning under the International Financial Reporting Standards (“IFRS“) and may not be comparable to similar measures presented by other entities (“non-IFRS measures“). Further information relating to non-IFRS measures, is set out in the Company’s management discussion and analysis for the three and six months ended December 31, 2019 and 2018 under the heading “Cautionary Statement Regarding Non-GAAP Performance Measures” and the “Revenue” section for reconciliation to the IFRS equivalent.

SOURCE Aurora Cannabis Inc.

Source: https://cannabislifenetwork.com/aurora-cannabis-inc/

Cannabis

Chart: Florida’s medical cannabis market booms despite pandemic, US economic woes

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Despite the ongoing coronavirus crisis, Florida’s medical marijuana industry continues to surge, with sales remaining well above pre-pandemic levels.

Demand for medical marijuana is at an all-time high, providing yet another example of the durability of cannabis demand in times of economic distress.

Over the first 10 weeks of 2020, dispensaries in Florida sold an average of 22,800 ounces of smokable MMJ per week.

However, dispensaries sold nearly 36,400 ounces during the seven-day period beginning March 13 – an increase of 38% from the previous week – just as COVID-19 fears began to enter the mainstream.

Florida’s program reports weekly sales figures beginning on a Friday and ending the following Thursday.

The seven-day period beginning April 17 was another record week for sales in Florida, with patients purchasing a collective 39,290 ounces of smokable flower.

That week happened to align with two major sales catalysts:

  • The first round of coronavirus stimulus checks hitting Americans’ bank accounts.
  • The unofficial cannabis holiday, 4/20.

While flower sales have been more volatile than usual on a week-to-week basis, they remained higher than at any point before the COVID-19 pandemic.

Furthermore, this sustained period of elevated demand is driven by an increase in consumption among existing patients, not just from new patients entering the market.

In the first 10 weeks of the year, the average medical marijuana patient in Florida purchased 2 grams of smokable flower per week.

For the past four weeks of data – or the seven-day period beginning May 1 through the seven-day period ending May 28 – the average patient purchased 2.9 grams of flower per week, an increase of 43%.

Besides allowing existing MMJ patients to renew their registrations via teleconference instead of in person, Florida’s Office of Medical Marijuana Use didn’t take any substantive measures to bolster the industry amid the coronavirus crisis.

But regulators likely didn’t need to.

The state classified medical marijuana dispensaries as essential businesses early in the pandemic, and MMJ retailers have been allowed to deliver product to patients since the market launched.

The big question for both Florida’s MMJ market and the cannabis industry at-large is whether sales will continue to hold strong in the event that the additional, temporary coronavirus unemployment benefits run out before the economy is able to recover.

Eli McVey can be reached at [email protected]

For more of Marijuana Business Daily’s ongoing coverage of the coronavirus pandemic and its effects on the cannabis industry, click here.

Source: https://mjbizdaily.com/florida-medical-cannabis-market-booms-despite-pandemic-american-economic-woes/

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Canada: Witset writes its own cannabis law

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First Nation says it is their constitutional right to govern cultivation and sale of marijuana reports Interior News…

They write...The Interior News has learned a new cannabis shop scheduled to open soon in Witset — with a cultivation plant to follow — will operate outside federal and provincial regulatory frameworks.

“The Witset First Nation has an inherent and constitutionally protected right to self-government over their people, their economy and their land,” said Trevor Morrison, CEO of the Kyah Development Corporation in an email. “The Witset First Nation takes the position that this encompasses a right to exclusively govern cannabis-related activities from seed to sale on their reserve land and this right is protected by section 35 of the Constitution Act, 1982.”

Recently, Witset became the seventh First Nation to partner with Indigenous Bloom, a cooperative of First Nations and Indigenous peoples involved in the cultivation and retailing of medicinal and recreational hemp and cannabis products in B.C.

In an email the B.C. Ministry of the Attorney General (AG) confirmed existing Indigenous Bloom operations are unregulated as far as the Province is concerned.

“Indigenous Bloom does not have a licence to produce cannabis from the federal government and it does not have access to legal cannabis from licensed producers, so its product is unregulated,” the ministry said.

“No Indigenous Bloom stores are currently licensed by the province to sell non-medical cannabis.”

Indigenous Bloom was already operating on the Kwaw-Kwaw-A-Pilt First Nation (Chilliwack) when cannabis became legal for recreational use on Oct. 17, 2018. Kwaw-Kwaw-A-Pilt quickly wrote its own cannabis law to replace Canada’s Cannabis Act, as many First Nations across the country have done, including Witset.

In fact, the Witset Indigenous Bloom operation will become part of a growing First Nations on-reserve cannabis cultivation and retailing network that currently numbers more than 160 across the country.

Morrison said Witset passed its Witset First Nation Cannabis Control Law (CCL) on April 22 and that it was designed to meet or exceed federal and provincial standards.

“The Cannabis Law was designed to protect the Witset First Nation’s members and anyone else involved in the cultivation, sale, possession or consumption of cannabis on reserve land, and the law includes explicit protections in respect of sales to minors and the credibility of a person applying for cannabis cultivation and retail permits,” he wrote.

Darwin Douglas, a Cheam First Nation councillor, who helped Kwaw-Kwaw-A-Pilt partner with Indigenous Bloom, explained that many First Nations are taking the stance that pot production, distribution and sales are protected under the provisions of self-determination and self-governance under the Constitution and UNDRIP.

Under the deal struck between the federal government and provinces, marijuana distribution was technically established as a provincial responsibility and excise tax revenues were divided among the provinces (75 per cent) and Canada (25 per cent).

“The Province doesn’t have jurisdiction over First Nations lands,” Douglas said, “which is why some of the First Nations locally have enacted their own cannabis laws.”

While the AG’s office made it clear Indigenous Bloom operations on reserves fall outside federal and provincial regulations, the Province appears to be treading lightly on the issue.

Enforcement of B.C.’s Cannabis Control and Licensing Act (CCLA) falls on the Community Safety Unit (CSU). The CSU has shut down numerous unlicenced dispensaries in the province, but so far on-reserve outlets have been largely unaffected.

“The CSU works with Indigenous communities in consideration of their local needs and interests when carrying-out compliance and enforcement activities,” the Ministry of the AG said. “It is acknowledged that needs and interests may vary from community to community.”

A jurisdictional showdown was perhaps inevitable after the government ignored a warning in a report by the Senate Standing Committee on Aboriginal Affairs that First Nations may have jurisdiction over the production, distribution and sale of cannabis.

The government responded to Senate concerns over jurisdiction by saying the Cannabis Act is a general application law, like the Criminal Code that applies to all Canadians including Indigenous Peoples and that Indigenous cannabis cultivators and sellers would have to obtain the appropriate federal and provincial licences.

It said FN communities could deal with issues of local control in the same way municipalities have been given control over if and where dispensaries and production facilities can be located in their communities. It said concerns about revenue generation for First Nations governments could be solved through adoption of the First Nations General Services Tax agreement or through property taxes.

Skeena-Bulkley Valley MP Taylor Bachrach said the government failed to properly consult First Nations, which he said, may be why the feds are also treading very lightly on the issue.

“It does seem like there is a fairly major grey area in the federal regulatory approach when it comes to cannabis on reserves,” he said. “In my view, the federal government should have worked this out before it passed the Cannabis Act.

Bachrach said concerns have also been raised to him regarding the safety of unregulated cannabis products.

Morrison took exception to any suggestion products made or sold on the reserve will be of anything but the highest standard.

“The Witset First Nation will take all steps under its Cannabis Law to ensure that the quality of cannabis cultivated, packaged, processed and sold on its reserve land meet or exceed federal and provincial standards,” Morrison said.

Indigenous Bloom also insists their standards are as high or higher than those in the federal regulations.

“As a company, we pride ourselves on regulatory compliance and products standards,” the company’s website states. “Using state-of-the-art equipment and high-end production facilities, we ensure to meet or exceed all Health Canada standards and guidelines.”

Bachrach believes uniform standards are important, but should not be reached unilaterally.

“There was a lot of frustration on the part of First Nations who didn’t feel consulted and at the same time we have this real situation where we have the potential for real divergent standards on- and off-reserve,” he said.

“It seems to me it would be better to have consistent standards across the board, but to get there, there have to be concerted conversations between the federal government and First Nations.”

Source: https://www.interior-news.com/news/witset-writes-its-own-cannabis-law/

Source: https://cannabislaw.report/canada-witset-writes-its-own-cannabis-law/

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The Battle Continues On The Ground In CA

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There’s still plenty of dispute in play around the state between pro and anti.. here’s the latest missive playing out via the pages of the  Santa Barbara Independent

The Independent’s recent story “Santa Barbara County to Crack Down on Cannabis?” misses the mark with an anti-cannabis bias and disregard for facts that run contrary to the reporter’s desire to portray the upcoming Board of Supervisors hearing as some kind of war between bucolic grape growers and profiteering cannabis farmers.

…../….

When the Board of Supervisors tasked its Planning Commission with suggesting changes to the current cannabis ordinance, Board Chair Gregg Hart stressed that all suggested changes should be “evidence based,” meaning backed by science, research, and objective facts. What the Planning Commission returned with, however, is a bureaucratic process that only appeases a small but vocal group of cannabis naysayers rather than fulfilling the direction of the elected representatives of the people. The Planning Commission’s recommendation that Conditional Use Permits (CUPs) be required for all cannabis projects would throw the entire county development process into disarray while creating absolutely no benefits to the general public.

Dig deep into the politics of it all at

The Inconvenient Truth About Cannabis Reporting

Source: https://cannabislaw.report/the-battle-continues-on-the-ground-in-ca/

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