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The New Deal ACB Buys CMED

January 24, 2018 TSX: ACB TSX: CMED Aurora Cannabis and CanniMed Therapeutics Agree to Terms on Friendly Transaction CanniMed’s Board and Special Committee Support Aurora’s Offer of Shares and Cash Edmonton, AB and Saskatoon, SK – January 24, 2018 -

Aurora Cannabis Inc. (“Aurora”) (TSX: ACB) (OTCQB: ACBFF) (Frankfurt: 21P; WKN: A1C4WM) and CanniMed Therapeutics Inc. (“CanniMed”) (TSX: CMED) announce today that they have entered into a support agreement (the “Support Agreement”) whereby the Board of Directors and the Special Committee of the CanniMed Board have agreed to support a new offer made by Aurora for the acquisition of all of the issued and outstanding shares of CanniMed not owned by Aurora.

In addition to the Board and Special Committee, the new offer (“New Offer”), as described below, will continue to be supported by certain CanniMed shareholders (the “Locked-up Shareholders”) representing 36% of CanniMed’s outstanding shares and by Brent Zettl, President and CEO of CanniMed.

Key Transaction Highlights Under the New Offer, CanniMed shareholders may receive in respect of each CanniMed share, 3.40 Aurora shares or a combination of cash and shares at the election of each CanniMed Shareholder, subject to proration with the maximum aggregate cash consideration of $140 million.

Based on an implied Aurora share price of $12.65 and the 3.40 exchange ratio, the New Offer would equate to $43.00, representing a 181% premium over the closing price of CanniMed Shares on November 14, 2017, the last day prior to the public disclosure of Aurora’s intention to pursue a combination with CanniMed, and a 79% increase to the previous offer Cap Price of $24.00.

 The total consideration for CanniMed under the New Offer is approximately $1.1 billion based on Aurora’s implied share price of $12.65. 

The maximum amount of cash available under the amended offer will be $140 million, and the number of Aurora shares to be issued will be between approximately 72 million (assuming full cash elections) and 84 million (assuming full share elections and no cash elections).

Assuming maximum cash elections, each CanniMed shareholder would receive $5.70 in cash and 2.9493 Aurora shares. Support Agreement The Support Agreement provides that CanniMed will support the New Offer and will recommend to its shareholders in an amended directors circular that CanniMed Shareholders will tender to the Aurora New Offer.

 In addition to the foregoing, Aurora will receive customary non-solicitation protection and a right to match any competing proposal made to CanniMed and a break fee payable to Aurora in certain circumstances, together with customary representations and warranties.

In addition to the Locked-up Shareholders(employees insiders) certain CanniMed shareholders representing approximately 15% of the issued shares of CanniMed, including Brent Zettl, Chief Executive Officer, have agreed to support the New Offer.

The New Offer and the transaction are subject to customary closing conditions, including Canadian Competition Act approval. Termination of Newstrike Arrangement Agreement In connection with the New Offer, CanniMed has entered into a termination agreement with Newstrike Resources Ltd. (“Newstrike”), terminating the arrangement agreement between Newstrike and CanniMed, resulting in the payment of a $9.5 million break fee paid to Newstrike.

As a result, the CanniMed shareholder meeting originally scheduled for January 23, 2018 and adjourned to January 25, 2018 has been cancelled. Management Commentary "We are very pleased to have come to terms with CanniMed on this powerful strategic combination that will establish a best-in-class cannabis company with operations across Canada and around the world,” said Terry Booth, CEO of Aurora. “Market recognition of Aurora`s continued performance and strategy execution since we first announced our intention to acquire CanniMed allows us to share that benefit directly with CanniMed shareholders by increasing the offer price, as well as by offering a cash component.

The amended offer includes value certainty and represents a full, compelling and immediate 75% premium over CanniMed’s 20-day average price ending January 17, 2018, the day prior to CanniMed and Aurora disclosing they were in discussions. Aurora now invites CanniMed shareholders to share in Aurora’s ongoing growth, as we continue to create superior shareholder value, by joining with the CanniMed Board of Directors and tendering their shares to our amended offer.” Brent Zettl, President and CEO of CanniMed, added,

“A testament to the great team at CanniMed, this transaction clearly confirms that the Company has been highly successful in becoming a preeminent global leader in the medical cannabis industry. In this leadership position, CanniMed has provided invaluable education, resources, support and relief of symptoms for thousands of patients served around the globe.”

“This is an excellent outcome for both Aurora’s and CanniMed’s shareholders after a hard-fought and diligently negotiated process,” said Cam Battley, Aurora’s Chief Corporate Officer.

“We now look forward to warmly welcoming CanniMed’s employees and forging one unified team. 

Together, under the Aurora banner we’ll continue to invest in domestic and international growth, and continue executing on our strategy of building the most dynamic, innovative integrated cannabis company in the world.”

(Web Master Says...Watch if these are selling or buying CMED as the price fluctuates)

Advisors Canaccord Genuity Corp. is acting as financial advisor to Aurora, McMillian LLP is acting as legal advisor and Laurel Hill LLP is acting as strategic shareholder advisor. Kingsdale Advisors is acting as strategic shareholder and communications advisor to CanniMed, AltaCorp Capital Inc. is acting as financial advisor to the board of CanniMed and Borden Ladner Gervais LLP is acting as legal advisor to the board of CanniMed. Cormark Securities Inc. is acting as financial advisor to the Special Committee of CanniMed and Stikeman Elliott LLP is acting as legal advisor to the Special Committee.

House Positions for C:CMED from 20180131 to 20180131

House	Bought	$Val	Ave	Sold	$Val	Ave	Net	$Net
79 CIBC	339,314	11,907,631	35.093	134,559	4,726,097	35.123	204,755	-7,181,534
9 BMO Nesbitt	278,555	9,778,509	35.104	76,920	2,691,802	34.995	201,635	-7,086,707
13 Instinet	167,075	5,864,746	35.102	109,000	3,825,338	35.095	58,075	-2,039,408
90 Barclays	9,700	339,250	34.974	1,900	66,757	35.135	7,800	-272,493
80 National Bank	16,684	586,720	35.167	9,390	327,751	34.904	7,294	-258,969
19 Desjardins	7,749	270,273	34.878	2,260	78,865	34.896	5,489	-191,408
72 Credit Suisse	3,900	135,517	34.748	0			3,900	-135,517
53 Morgan Stanley	5,980	209,297	34.999	2,379	84,048	35.329	3,601	-125,249
65 Goldman	3,100	106,776	34.444	0			3,100	-106,776
99 Jitney	25,800	906,757	35.146	22,800	801,588	35.157	3,000	-105,169
68 Leede	4,900	169,905	34.674	2,500	87,603	35.041	2,400	-82,302
39 Merrill Lynch	3,285	114,039	34.715	928	32,406	34.92	2,357	-81,633
73 Cormark	2,000	70,700	35.35	0			2,000	-70,700
57 Interactive	1,823	61,225	33.585	50	1,705	34.10	1,773	-59,520
143 Pershing	1,010	35,295	34.946	56	1,959	34.982	954	-33,336
76 Industrial Alliance	1,385	48,677	35.146	500	17,750	35.50	885	-30,927
124 Questrade	2,602	90,513	34.786	1,734	59,954	34.576	868	-30,559
74 GMP	600	20,166	33.61	0			600	-20,166
14 ITG	200	6,964	34.82	0			200	-6,964
89 Raymond James	200	7,018	35.09	0			200	-7,018
59 PI	233	8,226	35.305	90	3,163	35.144	143	-5,063
56 Edward Jones	75	2,550	34.00	98	3,438	35.082	-23	888
88 Credential	13	458	35.231	100	3,517	35.17	-87	3,059
36 Latimer	782	26,967	34.485	1,053	36,755	34.905	-271	9,788
22 Fidelity	2,743	96,105	35.036	3,563	122,733	34.447	-820	26,628
28 BBS	1,000	34,020	34.02	2,026	68,954	34.035	-1,026	34,934
15 UBS	0			1,050	36,022	34.307	-1,050	36,022
101 SG Capital	7,900	277,477	35.124	9,200	322,346	35.038	-1,300	44,869
83 Mackie	0			1,600	54,978	34.361	-1,600	54,978
7 TD Sec	108,025	3,792,583	35.108	109,909	3,851,354	35.041	-1,884	58,771
33 Canaccord	7,535	264,699	35.129	10,671	373,721	35.022	-3,136	109,022
3 AltaCorp	22,188	773,877	34.878	30,895	1,078,702	34.915	-8,707	304,825
58 Qtrade	1,462	51,507	35.231	10,548	367,410	34.832	-9,086	315,903
1 Anonymous	209,258	7,332,147	35.039	231,387	8,122,473	35.103	-22,129	790,326
2 RBC	46,627	1,625,824	34.869	82,561	2,827,966	34.253	-35,934	1,202,142
85 Scotia	13,774	478,571	34.745	105,450	3,707,592	35.16	-91,676	3,229,021
77 Peters	700	24,570	35.10	333,000	11,734,812	35.24	-332,300	11,710,242
TOTAL	1,298,177	45,519,559	35.064	1,298,177	45,519,559	35.064	0	0