Creating a Preeminent Global Cannabis Company - imgix
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Disclaimer CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: Certain information in contained in this presentation constitutes forward-looking statements under applicable securities 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 looking statements 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 capital project 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 Aurora common 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, the anticipated 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 required approvals under the Competition Act; (iv) certain termination rights available to the parties under the Arrangement Agreement; (v) Aurora obtaining the necessary approvals from the TSX for 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 various covenants 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 this presentation. Forward looking statements are based on certain assumptions regarding Aurora and MedReleaf, including expected growth, results of operations, performance, industry trends 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 sufficient capital 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 of funded production estimates, income tax and regulatory matters; the ability of Aurora to implement its business strategies; competition; currency and interest rate fluctuations; the risk of 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 cannabis market 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 no assurance 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 to change 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 events or 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 above and elsewhere in Aurora’s and MedReleaf’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. 2
Meeting the Critical Success Factors for Accelerated Growth Low Production Extensive Distribution Proven Execution & Industry Leading Costs and Industry Channels in Canada Agility Across Value Scale Leading Yields and Internationally Chain $ Enhanced Award Winning Innovation and R&D Enhanced Capital Diversification Product Lines Support Excellence Markets Profile Brand Leadership 3
Canadian Adult Consumer Use Market According to Deloitte, sales in the Base $9+ bn Canadian adult Market consumer use market could be ~$5bn to ~$9bn per annum Population of Annual Consumption Price per Gram Base Retail Adult Volume in Grams per of Marijuana Market Value Consumers Consumer Canada is 3-4 years ahead of any other Ancillary $23 bn country in terms of Market $9+ bn $14+ bn building a federally legal, commercial scale, cannabis cultivation industry Growers Infused Product Testing Labs Security Base Retail With Ancillary Base + Ancillary Makers Market Value Multiplier Potential Canadian Medical Potential and Adult Consumer Upside Upside to Base and Use Demand will outstrip supply until Ancillary Markets 2021 Tourism Business Taxes License Fees Paraphernalia Revenue Source: Deloitte Recreational Marijuana: Insights and Opportunities 5
Global Medical Opportunity • Total addressable market size of North Europe ~C$180 bn at American Market Size: Asia Market Size: maturity ~4.0 million Market Size: ~4.0 million kg Unknown • Total implied kg demand greater than 10 million kg per Africa year South Market Size: American ~0.5 million • This market will Market Size: kg Australia remain ~2.0 million Market Size: undersupplied for kg ~0.2 million the foreseeable kg future Source: Eight Capital 2018 Outlook: Legalization Will Lead to Globalization 6
Industry Leading Scale 11 Production Facilities AURORA AURORA AURORA AURORA AURORA AURORA AURORA AURORA MEDRELEAF MEDRELEAF MEDRELEAF Total TGOD(1) TGOD(1) Alberta, Sask. Ontario, Alberta Quebec Quebec Alberta Denmark Denmark Alberta Ontario Ontario Ontario Ontario Quebec Facility (Saskatoon) Quebec, (Mountain) (Vie) (Lachute) (Sky) (Odense) (Nordic) (Sun) (Markham) (Bradford) (Exeter) (Hamilton) (Valleyfield) CanniMed Sask., Denmark 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 Retrofitting First harvest Licensed in Working on in progress Expected in Q1 2019 Complete Completion January Operating Operating GMP Cultivation Recently First planting to be fully Adjacent Expected Expected and in early 2018 since 2014 Status since 2015 certification to announced in H1 2019 operational land with completion completion in licensed in calendar Completion Yields 300 g Expansion commence facility Completion by mid- space for in Q4 2018 Q2 2019 Nov 2017 2018 by mid- / sq. ft. started in summer in H2 2019 2018 ~1.5mm sq. 2018 2018 ft. facility Funded Capacity 4,800 4,000+ 4,500+ 19,000 100,000+ 8,000 120,000+ 150,000+ 7,000 28,000 105,000 570,000+ (2) 14,000 102,000 (kg / yr) Estimated Completion 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 Date Rapid Conversion of Remaining Funded Capacity Into Production Capacity By End of 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). 8 3. Based on first harvest.
Extensive Distribution Channels in Canada and Internationally Significant Opportunity for Cross-selling Through Complementary Distribution Networks Canada (Combined) European Union Operates 9 facilities Denmark(1) LOI with Creso Pharma Ltd. Established key distributor Owns 51% of Aurora Nordic where a to market CMED medical relationships (SAQ, Shoppers, 1,000,000 sq ft facility is being built and cannabis brands PharmaChoice and more) a 100,000 sq ft retrofit greenhouse Germany Italy Australia Sells cannabis to the Italian government JV partner Indica received Sells cannabis through through Pedanios; completed first ever cannabis cultivation and Pedanios(1), Aurora’s private export from Canada in April-18 production license wholly owned wholesale importer / exporter / distributer Allows Aurora to Germany capture full margin to Australia Africa with Supply agreement pharmacies 22.9% interest in Market Pharma Cannamedical Size: Introducing CanvasRx Cann Group, first Cayman ~0.5 million kgs model to seed and Australian company Islands accelerate growth licensed to cultivate First ever sale of medical cannabis commercial First ever shipment of cannabis oils commercial cannabis oils through CanniMed Brazil Completed first ICH-GMP South Africa Aurora certified commercial Definitive agreement MedReleaf export and the country’s to supply cannabis products to Akula Both Aurora & MedReleaf first import of cannabis-oil Trading 2 Pty Ltd. 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. 10
11 Pedanios – Aurora’s Gateway to the EU Cannabis Market • 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 82 million >400 million • Won first public tender to supply Italian population Germany population EU system • Aurora’s European hub for market expansion Cornerstone acquisition for European expansion strategy 11
Innovation and R&D Excellence A Science Driven Approach Innovative Product Development • Developing a Medical • Thousands of data records • Innovative and diverse • First LP to bring capsules, Cannabis Centre of collected over 10 years product lines, including topical cream and Excellence drive enhanced patient topical creams and variety-specific softgel experience capsules capsules to market • Strong scientific leadership team with proven track- record in product development • Clinical research with well- recognized research centers and leadership, including 11 peer-reviewed publications Science-based Approach Resonates with Medical Developing Marketable IP to Deliver Professionals and Contributes to Broader Product Products for Medical and Adult Consumer Use Markets Recognition and Brand Strength 12
Innovation – Access to Technology RADIENT TECHNOLOGIES – disruptive extraction INNOVATION-DRIVEN technology for cannabis oil production PARTNERSHIPS 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 13
Award Winning Product Lines Support Brand Leadership Select Brands Awards Comprehensive Genetics Offering • Combined company will have a more • Combined company won 17 Lift Canadian comprehensive portfolio of medical and Cannabis Awards in 2017 recreational brands 25% Top High THC Oil – Winner Top Social Media Account Facebook – Winner 20% Top High CBD Oil – Finalist (#2) Top High THC Flower – Finalist (#3) THC Value (%) Top Sativa Flower – Finalist (#2) Top Social Media Account Twitter – Finalist (#3) 15% Top Licensed Producer Compassionate Pricing – Finalist(#3) Top Licensed Producer - Winner 10% Top High CBD Oil - Winner Top Indica Flower - Winner Top High CBD Flower - Winner Top High THC Flower - Winner 5% Top Licensed Producer Customer Service – Finalist (#2) Top Licensed Producer Compassionate Pricing – Finalist(#2) Top Licensed Producer Packaging – Finalist (#2) 0% Top Hybrid Flower – Finalist (#2) 0% 5% 10% 15% Top Sativa Flower – Finalist (#3) CBD Value (%) Brands and Strains Recognized with a Combined 17 Lift Canadian Cannabis Awards 14
Proven Execution & Agility Quarterly Revenue Development • Fastest ramp up, $30 execution and sales (1) growth achieved relative to other licensed Quarterly Revenue (C$ mm) producers $20 Competitor 1 • High pace of execution $10 enhances early mover Competitor 2 advantage and rapid capitalization on opportunities -- Dec- Jun- Dec- Jun- Dec- Jun- Dec- 14 15 15 16 16 17 17 1. Aurora (Pro Forma CanniMed) and MedReleaf. 15
Proven Execution & Agility Across the Value Chain Aurora MedReleaf 18-Aug-16 6-Mar-17 26-May-17 2-Oct-17 5-Dec-17 28-Mar-18 Acquires Acquires Acquires Acquires Acquires Acquires CanvasRx, Pelaton Pedanios in Germany, a B.C. Northern Lights Larssen CanniMed Acquisitions a Canadian cannabis Pharmaceuticals wholesale importer, exporter, Urban Cultivator H2 Biopharma patient counselling and distributor of medical service cannabis in the E.U. Dec-16 Mar-17 Jun-17 Sep-17 Dec-17 Mar-18 14-Dec-16 30-Mar-17 8-June-17 14-Sep-17 5-Jan-18 9-Feb-18 6-Mar-18 Signs JV MOU with Strategic Investment in Strategic Investment Announces R&D Strategic Introduces Adds the Woodstock Branding / Radient Australia through in HempCo, Collaboration and Investment in TGOD San Rafael '71 brand Strategic investment in Food and Fiber investment in cannabis Investments Cann Group grow lighting firm Flora Fotonica 15-Jan-18 22-Feb-18 3-Apr-18 Strategic Strategic Launched Premium Investment in Investment in Cannabis Brand, Micron Waste Liquor Stores N.A. AltaVie 16
Vertical Integration with Horizontal Diversification A Global Company with Expertise Across the Value Chain Consumer Building Growing Extraction Formulation Testing, R&D Distribution Products Brands Engagement • Larssen is a • Low-cost • Aurora • Aurora has • Multiple PhD • Agreements • Complementary • Both companies • Strong consumer design and operations investment in creams, capsules researchers with SDM, SAQ, and ancillary have well- engagement, with engineering • MedReleaf has Radient, and a strong • MedReleaf brings PharmaChoice, products, recognized mobile app, consultancy for exceptionally an extraction pipeline of 10+ years of Liquor Stores and including BC medical and customer care and efficient high yields company products research and many more Northern Lights, consumer brands same-day delivery greenhouses • Aurora and • MedReleaf was • MedReleaf has a patient data • Robust HempCo and in Ontario CMED offer a the first LP to diverse product • CMED brings 17+ international many more diverse set of launch a topical offering, including years of clinical & distribution genetics cream & oil softgels and a research studies network capsules robust pipeline of product 40+ innovations pro-forma cannabis strains 17
Go-Forward Strategy Well-recognized International Capacity Medical & R&D Strategic M&A Distribution Consumer Brands Establish a Large Acquire Brands & Global Production Expertise Across Footprint, Based Leverage R&D Value Chain Leverage Global on Market- Capabilities to Footprint through Leading Expand Portfolio Develop a Well- Expand Portfolio GMP Facilities to Technological of Brands for Diversified Portfolio of Strategic Facilitate Growth Design and Medical & Adult of IP (Medical and Partnerships into the Operational Consumer Use Consumer International Gain Access to Know-How Products, Medical Market New Region and Technologies) High-Tech, Lost- Distribution Cost Facilities Channels Scale, Costs, Agility, Innovation and Execution to Accelerate Growth 18
Financial Data
Strong Revenue Growth Sequential Growth (%) 457.1% 151.7% 26.5% 33.2% 14.7% 39.0% 41.8% 37.6% 211% Revenue ($M) $18.00 $16.00 YoY growth $14.00 for Q3 2018 $12.00 $10.00 $8.00 Aurora Cannabis Inc. Management Presentation $6.00 $4.00 $2.00 $0.00 Q3 2016 Q4 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018 Q3 2018 20
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 Aurora Cannabis Inc. Management Presentation 21
Overview Combined Company 8 Facilities 3 Facilities Funded Capacity Funded Capacity 570,000+ kg/year 430,000+(1) kg/year 140,000+ kg/year Domestic and SAQ, PharmaChoice, SAQ, Cannamedical Pharma, International Pharmasave, Liquor Stores, Robust distribution Shoppers Drug Mart Distribution Pedanios, Shoppers Drug Mart 24 distinct strains in 20+ dried products, 6 oil 17 Lift Canadian Cannabis Products production, oil products, products, 4 capsule products, Awards topical creams, capsules topical creams Aurora, CanniMed, MedReleaf, San Rafael '71, Brands HempCo, Radient Comprehensive portfolio Woodstock, AltaVie Technologies State-of-the art automation, High-yield cultivator, Higher pace of innovation R&D Technology and from seed to sale supported 17+ years of cannabis proprietary genetics, Genetics by leading research team research substantive patient data 1. Includes proportionate share of The Green Organic Dutchman (23,000 kg per annum). 22
A Strong Platform for Accelerated Growth Low Production Extensive Distribution Proven Execution & Industry Leading Costs and Industry Channels in Canada Agility Across Value Scale Leading Yields and Internationally Chain $ Enhanced Award Winning Innovation and R&D Enhanced Capital Diversification Product Lines Support Excellence Markets Profile Brand Leadership 23
Contact Information Cam Battley Marc Lakmaaker, Director IR & Chief Corporate Officer Corporate Development cam@auroramj.com marc.lakmaaker@auroramj.com Investor Relations: 1-855-279-4652 24
Appendix
26 Experienced Leadership Team Terry Booth Cam Battley Darryl Vleeming CEO Chief Corporate Officer Chief Information Officer CEO of 6 successful companies Deep experience in pharma and over 20 years of experience in 25 years experience in highly cannabis sectors Senior IT leadership, project regulated industries Board member Cannabis delivery, and IT strategic planning Canada at publicly traded international corporations, with a specific focus on driving business value. Steve Dobler Glen Ibbott Neil Belot President CFO Successful entrepreneur, member of Strong senior financial executive Chief Global Business many public companies’ board of with deep life sciences sector Development Officer directors. Responsible for raising experience Former executive director of substantial funds for Aurora Cannabis Canada - Canada's trade association for Licensed Producers Allan Cleiren COO Experienced operational executive with nearly three decades leadership experience at private and public companies Aurora Cannabis Inc. Management Presentation 26
27 Board of Directors Michael Singer Adam Szweras Diane Jang Chairman Partner, Fogler, Rubinoff LLP Experienced securities A business consultant, CFO, Clementia specializing in strategic lawyer. Founder of a US planning for sustainable Pharmaceuticals developer of marijuana success, growth and Former CFO, Bedrocan and hemp oil, and edible profitability, with over 27 Cannabis Corp. products. years of business experience in the Consumer Packaged Goods industry Steve Dobler Dr. Jason Dyck Terry Booth President, Aurora Professor, Department of CEO, Aurora Successful entrepreneur, Pediatrics and Director of CEO of 6 successful member of many public Cardiovascular companies companies’ board of Research Centre, 25 years experience directors. Responsible for University of Alberta in highly regulated raising substantial funds industries for Aurora Aurora Cannabis Inc. Management Presentation 27
Transaction Summary • Aurora to acquire all of the issued and outstanding common shares of MedReleaf in an all-share transaction Proposed • Unanimously approved by the boards of directors of each of company Transaction • Court approved Plan of Arrangement • Pro forma ownership of 61% Aurora / 39% MedReleaf • MedReleaf shareholders will receive 3.575x Aurora common shares for each MedReleaf common share Consideration • Implies a price of C$29.44 per MedReleaf common share and a premium of approximately 34%, based on the 20-day to MedReleaf 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 • Aurora shareholder approval (majority of votes cast at a special meeting) • MedReleaf shareholder approval (66 2/3% of votes cast at a special meeting) Key Approvals and Conditions • 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 28
Transaction Summary (cont’d) • Reciprocal and customary non-solicitation covenants Deal • Reciprocal 5 business day right to match any superior proposal Protection • 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 • Mailing of special meeting materials expected to occur during the month of June 2018 Timing • 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 29
Summary of the Combined Company Combined Company Aurora MedReleaf (No Premium) F.D. Market Capitalization(1) $4,772 $2,669 $7,441 (C$ mm) Cash and Cash Equivalents(2) $167 $218 $385 (C$ mm) Capitalization Debt(2) $244 $10 $254 (C$ mm) Enterprise Value $4,373 $2,414 $6,786 (C$ mm) Australia, Brazil, Canada, Cayman Australia, Canada, Cayman Islands, Australia, Brazil, Canada, Islands, Denmark, Finland, Germany, Geographical Sales Presence Denmark, Finland, Germany, Iceland, Germany Iceland, Italy, Norway, South Africa, Italy, Norway, South Africa, Sweden Sweden Operating Number of Facilties 8 3 11 Details Current Capacity 15,800 kgs 16,500 kgs 32,300 kgs Funded Capacity 430,000+ kgs 140,000+ kgs 570,000+ kgs 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. 30
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