“Shareholders of Aurora should understand plainly: Curaleaf is not offering you fair value for your shares, and your cash, your rights and your future upside are at stake.”
Miguel Martin, Executive Chairman & CEO, Aurora.
Why Aurora Shareholders Should Take No Action
Aurora's Board has now reviewed Curaleaf's revised hostile bid. What is its recommendation?
The Board’s position has not changed. It reconfirms, on the unanimous recommendation of the Special Committee, that shareholders REJECT the revised hostile bid by Curaleaf. The Board’s determination follows careful consideration including advice from its financial and legal advisors and an updated inadequacy opinion from its financial advisor.
To REJECT the revised Hostile Bid, simply TAKE NO ACTION.
Why is Aurora recommending that shareholders REJECT the revised hostile bid?
The Board's recommendation is based on several factors:
The revised hostile bid continues to significantly undervalue Aurora on several measures and fails to address concerns previously raised by the Board.
Aurora shareholders are being asked to surrender a debt-free company with significant cash resources.
The increase in consideration consists principally of Curaleaf shares at an inflated valuation; Aurora shareholders would remain fully exposed to any decline in the Curaleaf share price.
The revised hostile bid remains opportunistic, seeks to acquire Aurora’s assets at a discount and does not reflect Aurora's longer-term earning power.
Curaleaf has not adequately supported its estimated synergies. Even if the synergies were realized, substantially all of the benefit would accrue to Curaleaf's existing shareholders and not Aurora shareholders.
Superior proposals or other alternatives may emerge from Aurora's ongoing strategic review process.
What is the purpose of the Special Committee's strategic review process?
The Special Committee, with the assistance of its and the Company's financial and legal advisors, is actively exploring a range of alternatives to the revised Hostile Bid that may offer shareholders greater value than the revised Hostile Bid.
Has Aurora received interest from other parties?
Aurora is engaged in active discussions with a number of other parties and continues to review strategic alternatives to the current hostile bid. As this process is ongoing, it is not possible at this time to predict with certainty what alternatives (if any) may emerge from this process. There can be no assurance that the process will result in a transaction.
However, shareholders should not tender their shares until the process is completed.
How might tendering now impact my ability to evaluate future alternatives?
The Board and the Special Committee believe that it is in the best interests of Aurora and its shareholders sufficient time to permit strategic alternatives that may be available to emerge, and for the Special Committee to review and evaluate such potential alternatives.
After the Special Committee and the Board have had the opportunity to explore and evaluate alternatives, the Board intends to provide further recommendations to shareholders. Tendering into the revised Hostile Bid prematurely could negatively affect the possibility of a superior alternative being available for shareholders to consider.
What has changed now that Curaleaf has formally filed its revised hostile bid?
On October 6, 2026, Curaleaf filed a Notice of Variation and Change formally revising its hostile bid.
Based on Curaleaf’s filing, the proposed revised consideration would be US$5.00 per Aurora share, consisting of 0.4013 Curaleaf subordinate voting shares plus US$1.00 in cash per Aurora share.
Aurora’s Board continues to recommend shareholders REJECT the revised hostile bid and TAKE NO ACTION.
Curaleaf’s hostile bid includes cash and shares. What would I actually receive?
Under the revised hostile bid, for each Aurora share tendered, shareholders would receive:
· 0.4013 Curaleaf subordinate voting shares; and
· US$1.00 in cash.
For every 100 Aurora shares, this would represent approximately 40.13 Curaleaf shares and US$100 in cash.
The announced US$5.00 value is an implied value based on the value of the consideration described in Curaleaf's filing and is not a fixed cash payment. Shareholders should consider four key things:
Limited voting power: Based on the disclosed exchange ratio, Aurora shareholders would own approximately 7.7% of the equity and only 3.2% of the votes in the combined company, due to Curaleaf's multi-voting share structure. You would have virtually no say in the company's direction.
Curaleaf share price risk: Shareholders are effectively buying into Curaleaf, a company carrying over $1 billion in debt². Any decline in Curaleaf's share price directly reduces the value of what you've received.
No participation in Aurora's standalone plan: Shareholders who tender run the risk of permanently forfeiting participation in Aurora's future value creation, including its unique EU-GMP global medical cannabis platform and any superior transaction that may emerge.
Most of the value remains tied to Curaleaf shares: Approximately 80% of the announced value continues to be represented by Curaleaf shares, meaning Aurora shareholders remain exposed to any future decline in Curaleaf's share price.
² “Debt” refers to indebtedness, financial obligations and lease liabilities as of June 30, 2026, as filed in Curaleaf Holdings Inc financial statements on August 5, 2026, which can be found on Sedar+, EDGAR and Curaleaf’s website.
Would a combined Aurora and Curaleaf be more valuable for shareholders?
Curaleaf's vision of a combined global cannabis leader looks compelling on paper, but shareholders should evaluate the risk they are being asked to absorb. This includes Curaleaf's ability to manage its current debt load while trying to re-create Aurora’s current global platform. Even if Curaleaf's projected synergies were realized, Aurora believes substantially all of the benefit would accrue to Curaleaf's existing shareholders rather than Aurora shareholders.
Consider the following risks Curaleaf has not adequately disclosed:
Debt and financial flexibility: Curaleaf is over $1 billion in debt² including $500 million at an 11.5% interest rate. This is a significant financial burden on the potential future combined company that could limit strategic flexibility and growth investment.
Limited ownership and voting influence: Aurora shareholders would hold only 7.7% of equity and 3.2% of votes. The "global cannabis leader" story would benefit Curaleaf's existing shareholders far more than Aurora's.
Cross-border complexity: This would combine a US-focused cannabis operator with a Canadian global medical cannabis company, the first hostile cross-border acquisition attempt in North American cannabis, Differences between U.S. state cannabis laws and Canada's federal framework could add significant integration risk and regulatory uncertainty.
Value of Aurora’s global medical cannabis assets: Aurora's unique EU-GMP assets are best leveraged as a standalone global medical platform or through a transaction that properly values them, not as a bolt-on to a U.S.-centric operator carrying substantial debt.
² “Debt” refers to indebtedness, financial obligations and lease liabilities as of June 30, 2026, as filed in Curaleaf Holdings Inc financial statements on August 5, 2026, which can be found on Sedar+, EDGAR and Curaleaf’s website.
What legal or regulatory concerns has Aurora identified with Curaleaf's hostile bid?
Aurora has identified significant issues that could impact shareholders. On September 23, 2026, Aurora filed an application with the Alberta Securities Commission (ASC) identifying several material deficiencies in Curaleaf's hostile bid Circular that prevent Aurora shareholders from making a fully informed decision.
Aurora identified three specific deficiencies:
No pro forma financial statements: Curaleaf failed to provide combined financials, meaning shareholders cannot properly assess what the merged company would actually look like financially.
Minimum deposit period violation: Curaleaf's bid failed to remain open for the mandatory 105-day minimum deposit period required under Canadian securities laws, meaning the bid does not qualify as a "permitted bid" under Aurora's Shareholder Rights Plan. The plan could be triggered if Curaleaf acquires more than 20% of Aurora’s shares.
Failure to publish in French: Curaleaf failed to publish notice of the bid in a French-language publication, denying French-speaking shareholders access to required information about when the bids began.
Curaleaf’s revised filing addresses two of the issues raised in Aurora’s application:
it provides pro forma financial information relating to the proposed combined company; and
it extends the expiry of the hostile bid to 11:59 p.m. Mountain Time on December 4, 2026.
Do I need to decide now?
No. Shareholders should continue to REJECT the hostile bid and TAKE NO ACTION at this time.
The filing of the revised hostile bid is not a deadline for shareholders to make a decision. Aurora's strategic alternatives process remains ongoing. Shareholders gain nothing by tendering now and doing so is premature.
Shareholders will have until at least December 4, 2026, to consider their options.
If you have already tendered your shares, Aurora continues to urge you to withdraw them. Shareholders should contact Kingsdale Advisors who will assist you with the withdrawal procedures.
Why Aurora Shareholders Should Take No Action and Reject Curaleaf’s Hostile Bid
The Hostile Bid is inadequate and significantly undervalues Aurora.
The Hostile Bid values Aurora at a significant discount compared to other cannabis companies and does not provide shareholders with a meaningful change of control premium relative to the full value of our business. Curaleaf’s stated premium is based on a calculation that Aurora believes makes the Hostile Bid look better than the value shareholders would actually receive, a concern also raised by independent analyst commentary. The Special Committee and the Board received a written opinion from their financial advisor dated September 1, 2026, the full text of which is included in the circular.
Curaleaf has over $1 billion in debt¹ and would gain control of Aurora shareholders’ cash without paying fairly.
Aurora is debt-free and has approximately $149 million in cash² – cash that belongs to its shareholders. Under the Hostile Bid, shareholders would receive only a portion of that value, while Curaleaf would gain control of the remaining funds upon closing. In effect, Curaleaf’s Hostile Bid is proposing to use Aurora shareholders’ own cash to help fix their balance sheet and acquire Aurora’s assets at a discount.
¹ “Debt” refers to indebtedness, financial obligations and lease liabilities as of June 30, 2026, as filed in the financial statements of Curaleaf Holdings Inc. on August 5, 2026, which can be found on Sedar+, EDGAR and Curaleaf’s website.
² “Cash” refers to cash, restricted cash. short term investments and cash equivalents as of June 30, 2026, as filed in our financial statements on August 5, 2026 which can be found on Sedar+, EDGAR and Aurora’s website.
The Hostile Bid shifts Curaleaf’s risks onto Aurora shareholders.
Instead of owning a debt-free company with cash on hand, Aurora shareholders would receive Curaleaf shares that may be harder to trade and could fluctuate in value before and after the bid closes. Shareholders would also be exposed to Curaleaf’s share price volatility, high-cost debt, tax uncertainties, regulatory risks, weak governance structure, limited liquidity and lack of a U.S. national securities exchange listing for Curaleaf shares, further impacting U.S.-based Aurora shareholders.
Curaleaf has not fairly disclosed the full downside that shareholders would assume.
The Hostile Bid asks Aurora shareholders to accept shares in a company with material financial, regulatory, tax and governance risks, while Curaleaf’s messaging focuses on headline premiums that do not reflect the value of Aurora’s cash, or the underlying value to be generated by our proven strategy and future growth opportunities.
Your shareholder rights could be meaningfully weakened.
Under Curaleaf’s ownership structure, Aurora shareholders would exchange independent ownership for a small minority stake in a company where voting control is concentrated through multi-voting shares. Based on the exchange ratio, Aurora shareholders would own approximately 7.7% of the combined company but hold only approximately 3.2% of the votes, leaving them with limited influence over the company they would partly own.
The opportunistic Hostile Bid aims to capture Aurora’s assets at a discount.
Aurora has spent years building a differentiated global medical cannabis platform, including EU-GMP manufacturing capabilities, regulatory expertise and leadership in high-margin international medical markets. Curaleaf is seeking to acquire those assets before Aurora shareholders receive the full value of their investment. This benefits Curaleaf’s shareholders at the expense of Aurora’s shareholders.
Aurora has a stronger path forward and significant value creation ahead.
Aurora’s Board and management team continue to execute the Company’s strategy, pursue value-enhancing opportunities and evaluate alternatives that are in the best interests of shareholders. Shareholders should not tender into a hostile bid that undervalues Aurora, weakens their rights and transfers value disproportionately to Curaleaf.
