“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
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.
What matters for Aurora shareholders is whether the revised hostile bid delivers full and fair value for their investment. Aurora’s Special Committee, together with its financial and legal advisors, is carefully reviewing the revised terms, value and risks. The filing is not a deadline for shareholders to make a decision. Shareholders do not need to decide now and should TAKE NO ACTION until the Board communicates its formal recommendation.
What would happen to Aurora’s cash if Curaleaf’s hostile bid is successful?
Aurora is debt-free and holds approximately $149 million in cash¹ as of June 30th, cash that belongs to Aurora shareholders. Curaleaf, on the other hand, carries over $1 billion in debt, including $500 million at an 11.5% interest rate.
By tendering your shares now before waiting for the board’s recommendation on a revised hostile bid, you would be giving Curaleaf control of Aurora's cash reserve without being fully compensated for it. Curaleaf could then use that cash — your cash — to help service its heavy debt load.
¹ “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.
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 three 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.
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.
Curaleaf says Aurora's business is declining. What is Aurora’s response?
Curaleaf selectively uses short-term financial metrics to paint a negative picture, while ignoring the context of Aurora's ongoing transformation. Aurora is refocusing and prioritizing on maximizing the opportunities in a high margin global medical cannabis market. This medical cannabis first strategy is strengthening the quality and long-term potential of our business, and like most ventures of high-quality, it will take some time to reach its full value.
What Curaleaf isn’t capturing:
Aurora's transformation into a global medical cannabis business with EU-GMP certified production is delivering structural improvements in gross margins and business quality that near-term EBITDA figures do not capture.
Aurora is debt-free. This financial strength is a significant competitive advantage over Curaleaf, which is burdened with over $1 billion in debt² — including $500 million at 11.5% interest — limiting its flexibility and exposing shareholders to significant financial risk.
Aurora recently appointed a seasoned biopharmaceutical executive (September 9, 2026) to lead further commercial acceleration of its global medical cannabis business — a clear signal that the board is actively building management capability to deliver the next phase of growth.
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.
Curaleaf says Aurora sold shares through its ATM program below the offer price. Should I be concerned?
No. Aurora's At-the-Market (ATM) equity program was announced in February 2026, before the hostile bid. It was designed to support strategic growth. It's important to note ATM issuance prices are not the same as change-of-control valuation.
How does Aurora’s ATM program affect my investment?
The program began before the hostile bid. Aurora announced the ATM in February 2026, more than six months before Curaleaf launched its hostile bid. This program was not created as a takeover defence.
The sale price does not determine Aurora’s full value. An ATM program allows shares to be sold at current market prices to raise capital for strategic investments. Selling a portion of shares does not mean the Board is willing to sell the entire company at a discount
ATM proceeds support strategic and accretive growth. Aurora disclosed that ATM proceeds could be used for strategic and accretive purposes, including increased cultivation capacity and M&A activit.
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.
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.
Aurora’s Special Committee will consider the revised filing, including the amended materials and any remaining issues, as part of its formal review.
If I reject the bid, what is Aurora's standalone plan and why should I have confidence in it?
Aurora's standalone path is built on three core strengths:
1. A Debt-Free, Cash-Rich Balance Sheet
With approximately $149 million in cash¹ as of June 30th, and zero debt, Aurora has the financial flexibility to invest in growth, pursue strategic M&A at fair valuations, and weather short-term market volatility.
2. Unique EU-GMP Global Medical Cannabis Assets
Aurora is the leading Canadian-based global medical cannabis company with EU-GMP certified production. This certification is incredibly difficult to obtain and gives Aurora access to regulated medical markets across Europe and around the world. These markets offer long-term growth opportunities as more countries permit medical cannabis.
3. Strategic Options That A Hostile Takeover Forecloses
By remaining independent, Aurora's board retains the ability to explore and execute superior alternatives, including strategic partnerships, licensing arrangements, or a negotiated transaction at a price that reflects Aurora's true value. Tendering your shares removes this optionality permanently.
¹ “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.
Do I need to decide now?
No. Shareholders should take no action at this time.
The filing of the revised hostile bid is the next step in the process, not a deadline for shareholders to make a decision. Aurora’s Special Committee is reviewing the revised hostile bid with its advisors and will make a recommendation to the Board. The Board will advise shareholders of their recommendation in due time.
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.
What should I do right now?
TAKE NO ACTION AT THIS TIME
Aurora’s Special Committee will commence a thorough and independent review of the revised Hostile Bid and the Board will provide a formal recommendation to shareholders once the review is complete.
You do not need to decide now. Shareholders will have until at least December 4, 2026, to consider their options.
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.
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