Aurora Maintains No Action Recommendation on Curaleaf Bid

Special Committee Review Pending Formal Filing

Aurora Cannabis Inc. is maintaining its recommendation that shareholders take no action regarding a hostile takeover bid from Curaleaf Holdings, Inc., as PR Newswire M&A reported on Monday, Oct. 5, 2026. Curaleaf stated an intention to file a Notice of Variation and Change to revise its offer for all issued and outstanding common shares of Aurora to an implied consideration of US$5.00 per share. The proposed revised terms consist of 0.4013 subordinate voting shares of Curaleaf plus US$1.00 in cash per Aurora share. Common shares of Aurora trade on the NASDAQ and the Toronto Stock Exchange under the ticker symbol ACB.

Miguel Martin, executive chairman and chief executive officer of Aurora, stated that Curaleaf has yet to file a formal Notice of Variation and Change. Martin noted that the latest announcement is not a formal revised bid and that the company has not yet received the materials required to conduct a proper evaluation. While the announcement suggests an intention to address concerns Aurora identified with Curaleaf's initial hostile bid, the special committee of independent directors will review any formal revised offer once received with the same rigorous, independent, and disciplined process applied previously. The committee's focus remains on determining what is in the best interests of Aurora and Aurora shareholders, and the board will communicate its recommendation once that review is complete.

Alberta Securities Commission Application Impact

Curaleaf's upcoming revisions follow an application filed by Aurora with the Alberta Securities Commission. Aurora's legal challenge identified several deficiencies in the initial circular that were contrary to takeover bid rules and deprived shareholders of sufficient information and time needed to fully evaluate Curaleaf's hostile bid. Specifically, the initial filings failed to provide pro forma financial statements allowing shareholders to understand the financial condition of the combined company if the hostile bid were successful. The filings also failed to hold the hostile bid open for the minimum deposit period required by securities laws, which allows Aurora shareholders the full amount of time required by law to consider the hostile bid. In response to these concerns raised by Aurora in its application, Curaleaf agreed to amend its bid circular to include the required pro forma financials and to extend the offer expiry time.

The board has formed a special committee of independent directors to consider the offer with its advisors before making a recommendation to the board. Aurora shareholders will be notified of the board's formal recommendation through a news release and directors' circular within 15 days, in accordance with applicable securities laws. The company expects to provide a more comprehensive response to Aurora shareholders in a timely manner once the special committee has completed its review and the board has made its recommendation with respect to the revised hostile bid.

Extended Expiry Date and Shareholder Guidance

With the adjustments agreed upon by Curaleaf, Aurora shareholders will have until at least 11:59 pm Mountain Time on December 4, 2026, to consider their options, being the revised expiry date of Curaleaf's offer. Aurora shareholders are advised to take no action on the hostile bid as previously recommended on September 2, 2026, and wait for further communication from the board of directors.

Aurora continues to urge investors to read the Solicitation/Recommendation Statement on Schedule 14D-9F filed with the U.S. Securities and Exchange Commission, which includes a director's circular dated September 1, 2026. Investors are urged to read this document and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, when they become available, before making any investment decision with respect to the hostile bid. The hostile bid is made for the securities of a Canadian issuer, and while the hostile bid is subject to disclosure requirements of Canada, investors should be aware that these requirements are different from those of the United States. The enforcement by investors of civil liabilities under U.S. federal securities laws may be affected adversely by the fact that the issuer is located in Canada and that some or all of its officers and directors are residents of Canada.

Aurora shareholders with questions about the hostile bid or who would like to stay informed may contact Kingsdale Advisors, the company's strategic advisor and information agent, toll-free within North America at 1-800-749-9052, by calling or texting 416-623-4172, or via email. Shareholders should take no action at this time and should wait until the board has provided its formal recommendation regarding the hostile bid. Aurora is a global leader in medical cannabis, dedicated to improving lives through scientific expertise, proven performance, and a deep commitment to patient care, serving medical markets across Canada, Europe, Australia, and New Zealand with trusted leading brands including Aurora, MedReleaf, Pedanios, IndiMed, San Raf, and Whistler Medical Marijuana Corporation.