Aurora Cannabis Inc. (NYSE: ACB) (TSX: ACB) (Frankfurt: 21P; WKN: A1C4WM) and ICC Labs Inc. (ICC) (TSX-V: ICC) are pleased to announce that Aurora has received, from its consortium of lenders led by Bank of Montreal (collectively, the Lenders), consent and approval as required under its credit agreement with the Lenders to the previously announced plan of arrangement (the Arrangement) between ICC and Aurora. Subject to the terms and conditions of the arrangement agreement dated September 8, 2018 (the Arrangement Agreement), Aurora will acquire all of the issued and outstanding common shares (ICC Shares) of ICC. Obtaining such consent and approval is one of the conditions to completing the Arrangement.

Strategic Rationale

The Arrangement, once approved, will create a strong foundation for expansion, and will leverage ICC’s first-mover advantage in South America, bringing significant low-cost production capacity, a well-diversified product portfolio, and extensive distribution channels throughout South America and internationally.

Led by CEO Alejandro Antalich, a widely-recognized leader in the South American cannabis market with over 25 years of experience in the pharmaceutical sector, the acquisition of ICC will establish Aurora as the industry leader in South America, a continent with over 420 million people.  ICC is based in Uruguay, the first country in the world to legalize cannabis for adult consumer use. In addition, ICC holds licenses in Colombia for the production of medical cannabis.

Special Meeting of ICC Shareholders

A special meeting (the Meeting) of holders of ICC Shares (ICC Shareholders) will be held on Tuesday November 6, 2018 at 9:00 a.m. (Toronto time) at Norton Rose Fulbright Canada LLP, located at Royal Bank Plaza, South Tower, Suite 3800, 200 Bay Street, Toronto. At the Meeting, ICC Shareholders will be asked to consider and vote on a special resolution (the Arrangement Resolution) approving the Arrangement.

Full details of the Arrangement and certain other matters are set out in the management information circular of ICC dated October 3, 2018 (as updated by the news release of ICC dated October 15, 2018) (the Circular). A copy of the Circular and other meeting materials can be found under ICC’s profile on SEDAR at www.sedar.com.

ICC Board Recommendation

ICC’s board of directors has unanimously approved the Arrangement and recommends that ICC Shareholders vote FOR the Arrangement Resolution.

Timing and Conditions

Assuming approval of the Arrangement at the Meeting, ICC will, on or about November 8, 2018, return to the Supreme Court of British Columbia to seek a final order to implement the Arrangement. The closing of the Arrangement remains subject to receipt of certain other approvals (including certain Uruguayan regulatory approvals) and the satisfaction or waiver of certain other customary closing conditions. Approval by shareholders of Aurora is not required. Assuming all conditions are satisfied, ICC and Aurora expect that the closing of the Arrangement will be completed in the fourth quarter of 2018.

Proxy Solicitation

ICC has retained Laurel Hill Advisory Group to solicit proxies, on behalf of management, to vote FOR the Arrangement Resolution. If you have any questions relating to your vote, please contact Laurel Hill by telephone toll free at 1-877-452-7184 (1-416-304-0211 by collect call) or by email at assistance@laurelhill.com. 

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