Dear Aurora Shareholders,
Just weeks ago, at Aurora's 2026 Annual General Meeting, shareholders demonstrated strong support for Aurora's strategy, leadership team and long-term vision. That support reflected confidence in the transformation we have undertaken and the future we are building together.
Today, we are writing to discuss how Curaleaf Holdings, Inc. (“Curaleaf”) has launched an opportunistic, unsolicited take-over bid (the “Hostile Bid”) to acquire all of the common shares of Aurora Cannabis Inc. (“Aurora” or the “Company”) at a time when Aurora’s strategy is gaining momentum but the value of the transformation underway is not yet fully reflected in the market. After careful review, and on the unanimous recommendation of a special committee of independent directors (the “Special Committee”), and after receiving external advice from financial and legal advisors, the Aurora Board of Directors has unanimously concluded that the Hostile Bid is not in the best interests of Aurora or the Aurora Shareholders and unanimously recommends that Aurora Shareholders REJECT the Hostile Bid and DO NOT TENDER their shares.
To reject the Hostile Bid, simply TAKE NO ACTION. Curaleaf is asking you to sell now, before Aurora shareholders receive the benefit of the Company’s improving performance, strengthened balance sheet, global medical cannabis leadership and significant international growth opportunity. The Board believes tendering your shares today would transfer that upside to Curaleaf.
Aurora is not a distressed seller. In fiscal year 2026, the Company delivered record global medical cannabis revenue and record Adjusted EBITDA. This momentum is continuing into fiscal year 2027, as the Company is executing on its global medical cannabis strategy that is supported by an industry-leading balance sheet and a world-class EU-GMP cultivation platform, that is designed to maximize the profitable opportunities in our key high growth international markets. Curaleaf’s bid confirms the strategic value of Aurora’s platform but it fails to offer Aurora Shareholders fair value for giving it up.
Why the Hostile Bid Is Harmful to Aurora Shareholders
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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.
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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.
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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.
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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.
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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.
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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.
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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.
Aurora’s Standalone Plan Offers Superior Value
Over the past several years, Aurora has purposefully transformed into a focused global medical cannabis company, exiting lower-margin businesses, proactively expanding EU-GMP cultivation and manufacturing capacity, and developing an international platform that is difficult and expensive to replicate. That strategy is delivering results, including record international revenue and industry-leading margins, and the Board believes the greatest value from this
transformation still lies ahead.
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A valuable and effective global platform: Aurora's EU-GMP manufacturing network, regulatory expertise and international footprint have taken years to build and are strategically positioned to maximize on the growing profitable global cannabis opportunities.
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A strong, flexible balance sheet: Aurora is debt-free with cash on hand, giving it the flexibility to invest in high-margin growth, including its recently announced accretive acquisitions expanding its UK medical cannabis presence.
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A clear path forward: The Board and management continue to execute Aurora's strategic plan and are actively evaluating additional opportunities to continue to build long-term shareholder value, including potential alternatives to the Hostile Bid.
PROTECT THE VALUE OF YOUR INVESTMENT — TAKE NO ACTION
For these reasons, and as more fully described in our Directors’ Circular, on the unanimous recommendation of the Special Committee, the Aurora Board has unanimously concluded that the Hostile Bid is not in the best interests of Aurora or the Aurora Shareholders and unanimously recommends that you REJECT the Hostile Bid and DO NOT TENDER your Common Shares. Do not let Curaleaf acquire Aurora’s future value without paying full and fair consideration for it.
To reject the Hostile Bid, you do not need to do anything. If you have tendered your Common Shares and wish to withdraw, ask your broker or contact Kingsdale Advisors by phone at 1-800-749-9052 (toll-free in North America) or 416-623-4172 (text or call), or by email at contactus@kingsdaleadvisors.com, to assist you with this process. For more information, please go to www.ProtectAurora.com
Aurora has reached an important inflection point and this is a pivotal moment for Aurora Shareholders. Curaleaf’s bid seeks to capture the value of Aurora’s transformation before that value is fully realized. Your Board believes Aurora’s best days are ahead—and that shareholders should retain the benefit of the company’s strengthening performance, global medical cannabis leadership and international growth platform.
Thank you for your support.

Michael Singer
Lead Independent Director
On behalf of the Board and the Special Committee
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.
