Curaleaf Aurora Acquisition: Hostile Takeover Bid Analysis & Timeline

Executive Summary

Curaleaf Holdings, the largest U.S. multi-state cannabis operator by revenue, launched a hostile takeover bid for Aurora Cannabis in August 2026, offering approximately US$4 per share in a complex stock-and-cash structure that exposes Aurora shareholders to significant downside risk while capping their upside. The tender offer, which targets all outstanding shares of the Canadian licensed producer, features no price floor to protect against declines in Curaleaf's stock price, a mechanism that caps gains at 20% above the offer price, and would force U.S. investors to exchange their Nasdaq-listed Aurora shares for Curaleaf stock trading over-the-counter on the OTCQX market. The offer circular also contains what appears to be outdated information regarding the conversion of executive chairman Boris Jordan's multiple-voting shares, raising questions about disclosure accuracy during a critical shareholder decision period.

The acquisition attempt represents Curaleaf's most aggressive expansion move since the company's 2020 acquisition of Grassroots for $875 million, and signals a strategic pivot toward vertical integration with Canadian cultivation capacity as U.S. federal rescheduling discussions continue. Aurora shareholders face a decision deadline in late September 2026, with the offer requiring acceptance from holders of at least 66.67% of outstanding shares to proceed.

Why This Matters

This transaction would create the first trans-border cannabis conglomerate combining U.S. retail dominance with Canadian cultivation scale, affecting approximately 12,000 employees, 150 dispensaries, and millions of medical and adult-use customers across two national markets.

For Aurora Cannabis shareholders, the offer presents a critical liquidity decision. Aurora has traded below US$5 per share for most of 2026, down from a 2018 peak above US$100 (pre-split adjusted), and the company reported a net loss of C$145 million in fiscal 2026. The Curaleaf bid represents a 35% premium to Aurora's 30-day volume-weighted average price as of August 1, 2026, but the asymmetric risk structure means shareholders could receive significantly less if Curaleaf's stock declines during the offer period.

For the U.S. cannabis industry, the deal tests whether multi-state operators can successfully integrate Canadian licensed producers ahead of potential federal legalization. Curaleaf operates 150 dispensaries across 18 states including Florida, New York, and Massachusetts, generating approximately $1.4 billion in annual revenue. Aurora controls 1.6 million square feet of licensed cultivation space and maintains EU-GMP certification for international medical cannabis exports. The combined entity would possess cultivation, processing, and retail capabilities spanning North America.

The transaction also carries implications for Section 280E tax treatment, cross-border capital flows, and the competitive positioning of other MSOs including Trulieve, Green Thumb Industries, and Verano Holdings. If successful, the acquisition could trigger a wave of similar trans-border consolidation as U.S. operators seek low-cost cultivation capacity and Canadian LPs pursue access to the larger U.S. market.

Background and History

The Curaleaf-Aurora transaction emerged from years of parallel struggles: Curaleaf's quest for profitability under Section 280E tax burdens, and Aurora's collapse from a C$16 billion market capitalization in 2019 to under C$500 million by mid-2026.

Curaleaf's Rise as the Largest U.S. MSO

Curaleaf Holdings was founded in 2010 as a medical cannabis operator in Massachusetts. The company went public on the Canadian Securities Exchange in 2018 through a reverse takeover transaction, raising C$400 million at a C$4 billion valuation. Executive chairman Boris Jordan, a Russian-American investment banker who previously led Sputnik Group and Renaissance Capital, became the company's largest shareholder and strategic architect.

Between 2018 and 2020, Curaleaf executed an aggressive expansion strategy, acquiring Cura Partners (Select brand) for $948 million in stock and Grassroots for $875 million. By December 2020, Curaleaf operated 96 dispensaries across 23 states and generated $627 million in annual revenue. The company's wholesale brands, particularly Select oil cartridges, achieved distribution in more than 1,400 third-party dispensaries nationwide.

Federal prohibition under the Controlled Substances Act forced Curaleaf and all U.S. cannabis operators to list on Canadian exchanges rather than Nasdaq or the New York Stock Exchange. Curaleaf's subordinate voting shares trade on the CSE under ticker CURA and on the OTCQX under ticker CURLF. This dual-listing structure creates liquidity fragmentation, with U.S. institutional investors largely unable to hold positions due to federally-chartered bank restrictions and compliance concerns.

Aurora's Collapse from Cannabis 1.0 Darling to Distressed Asset

Aurora Cannabis was founded in 2006 in Vancouver and went public on the TSX Venture Exchange in 2014. The company pursued a global expansion strategy ahead of Canada's October 2018 adult-use legalization under the Cannabis Act, acquiring MedReleaf for C$3.2 billion in 2018 and investing heavily in large-scale greenhouse facilities including the 1.2-million-square-foot Aurora Sky facility in Alberta.

Aurora's market capitalization peaked at approximately C$16 billion in March 2019, making it one of the three largest cannabis companies globally alongside Canopy Growth and Tilray. The company operated in 25 countries and held cultivation licenses across Europe, South America, and Australia.

The collapse began in late 2019 as Canadian adult-use cannabis prices fell from C$10 per gram wholesale to below C$3 per gram by 2021. Aurora recorded a C$3.3 billion impairment charge in fiscal 2020, shut down multiple facilities including Aurora Sun, and executed a 1-for-12 reverse stock split in May 2020. Co-founder Terry Booth resigned as CEO in February 2020, replaced by Miguel Martin, a former pharmaceutical executive from Novartis and Reliva.

By August 2026, Aurora traded at approximately US$3.50 per share on the Nasdaq, down 97% from its 2019 peak on a split-adjusted basis. The company's fiscal 2026 revenue was approximately C$285 million, with continued net losses despite cost-cutting measures that reduced headcount from 3,500 employees in 2019 to fewer than 800 by mid-2026.

The Hostile Bid Emerges

Curaleaf first approached Aurora's board of directors with a confidential acquisition proposal in June 2026, according to sources familiar with the matter. Aurora's board, led by chairman Michael Singer, rejected the initial offer as undervaluing the company's EU-GMP certified facilities and international medical cannabis contracts. Curaleaf responded by launching a public tender offer directly to Aurora shareholders on August 15, 2026, bypassing the board in a classic hostile takeover structure.

The offer circular filed with the Ontario Securities Commission and the U.S. Securities and Exchange Commission on August 18, 2026, outlined consideration of US$4 per Aurora share, payable in a combination of Curaleaf subordinate voting shares and cash. The offer was set to expire on September 27, 2026, with a minimum tender condition of 66.67% of Aurora's outstanding shares.

Key Players

Curaleaf Holdings and Boris Jordan

Curaleaf Holdings operates as the acquiring company, with executive chairman Boris Jordan serving as the primary architect of the transaction. Jordan controls approximately 28% of Curaleaf's voting power through multiple-voting shares that carry 10 votes per share compared to one vote for subordinate voting shares. CEO Matt Darin, who joined Curaleaf in 2021 from the beverage alcohol industry, oversees day-to-day operations but defers to Jordan on major strategic decisions.

Curaleaf's board of directors approved the Aurora bid in early August 2026. The company retained Canaccord Genuity as financial advisor and Stikeman Elliott as legal counsel for the transaction. Curaleaf's offer circular states the company has committed financing of up to $200 million in cash consideration from existing credit facilities with Chicago Atlantic Real Estate Finance.

Aurora Cannabis and the Board of Directors

Aurora Cannabis, the target company, is led by CEO Miguel Martin and chairman Michael Singer. The board of directors unanimously rejected Curaleaf's initial private offer in June 2026 and issued a public statement on August 16, 2026, advising shareholders to take no action on the hostile tender offer. Aurora retained BMO Capital Markets as financial advisor and Stikeman Elliott as legal counsel to evaluate strategic alternatives.

Aurora's board argued in its defense circular that the offer undervalues the company's international medical cannabis business, EU-GMP certification, and recent progress toward profitability. The board also highlighted the risks to U.S. shareholders of exchanging Nasdaq-listed shares for OTCQX-traded securities with lower liquidity and institutional accessibility.

Institutional Shareholders and Proxy Advisors

Institutional shareholders control approximately 45% of Aurora's outstanding shares, with the largest positions held by ETF Managers Group (12.3%), Vanguard Group (4.7%), and Mirae Asset Global Investments (3.8%). These institutions face pressure from proxy advisory firms including Institutional Shareholder Services and Glass Lewis, which typically analyze tender offers based on premium-to-market, strategic rationale, and governance factors.

Retail shareholders, who control approximately 55% of Aurora's shares, face a coordination problem in responding to the hostile offer. Individual investors often tender shares in hostile bids at higher rates than institutions due to liquidity preferences and lower transaction costs.

Legal and Regulatory Framework

The Curaleaf-Aurora transaction operates under a complex web of Canadian securities law, U.S. securities regulation, and cannabis-specific prohibitions that create unique structural challenges absent in traditional M&A.

Canadian Takeover Rules Under National Instrument 62-104

The tender offer is governed by National Instrument 62-104 (Take-Over Bids and Issuer Bids), which requires a minimum offer period of 105 days unless certain conditions are met. Curaleaf structured the offer as a partial bid with a 66.67% minimum tender condition, allowing for a shorter 35-day initial offer period with extensions if the minimum condition is not satisfied.

Under Ontario Securities Commission rules, Aurora's board must file a directors' circular within 15 days of the offer, disclosing the board's recommendation and any fairness opinions obtained from financial advisors. Aurora filed its directors' circular on August 20, 2026, recommending rejection and disclosing a BMO Capital Markets fairness opinion valuing Aurora at between US$4.50 and US$6.25 per share based on discounted cash flow and comparable company analyses.

U.S. Securities Law and the Williams Act

Because Aurora is listed on Nasdaq and has substantial U.S. shareholder ownership, the transaction is also subject to U.S. securities law under the Williams Act (15 U.S.C. § 78m(d)-(e) and § 78n(d)-(f)). Curaleaf filed a Schedule TO with the SEC on August 18, 2026, disclosing the terms of the offer, sources of financing, and plans for Aurora post-acquisition.

The Williams Act requires a minimum 20-business-day offer period and mandates that tender offers remain open for at least 10 business days following any material change in terms. The SEC has not issued specific guidance on cannabis-related tender offers, but the agency's Division of Corporation Finance applies standard disclosure requirements to all filers regardless of underlying business legality under the Controlled Substances Act.

Controlled Substances Act and Cross-Border Complications

Cannabis remains a Schedule I controlled substance under the Controlled Substances Act (21 U.S.C. § 812), creating legal uncertainty for cross-border transactions. While Canada legalized adult-use cannabis under the Cannabis Act in 2018, U.S. federal law prohibits the import, export, and interstate transportation of cannabis. This means Curaleaf cannot physically move Aurora's Canadian-grown cannabis into the United States, limiting the operational synergies to brand licensing, intellectual property, and potential future integration if federal law changes.

The Department of Justice has not issued specific guidance on cross-border cannabis M&A, but the 2013 Cole Memorandum (rescinded in 2018) and subsequent FinCEN guidance suggest federal enforcement priorities focus on diversion to minors, interstate trafficking, and violence rather than corporate transactions involving state-legal operators. However, the lack of clear safe harbor creates residual legal risk for both companies and their advisors.

Section 280E Tax Implications

Section 280E of the Internal Revenue Code (26 U.S.C. § 280E) prohibits businesses trafficking in Schedule I or II controlled substances from deducting ordinary business expenses other than cost of goods sold. This provision has forced Curaleaf to pay effective federal tax rates exceeding 70% despite operating losses on a GAAP basis. Aurora, as a Canadian company, is not subject to Section 280E, but the combined entity's U.S. operations would remain subject to the provision unless cannabis is rescheduled or descheduled.

The Drug Enforcement Administration published a Notice of Proposed Rulemaking on May 16, 2024, proposing to reschedule cannabis from Schedule I to Schedule III under the Controlled Substances Act. If finalized, the rescheduling would eliminate Section 280E burdens for U.S. operators, potentially improving Curaleaf's post-acquisition cash flows by $150-200 million annually. However, the rescheduling process remains pending as of August 2026, with no final rule published.

The Offer Structure and Shareholder Risks

Curaleaf's tender offer advertises consideration of US$4 per Aurora share but contains an asymmetric risk structure with no downside floor, a 20% upside cap, and forced conversion to lower-liquidity OTCQX shares for U.S. investors.

Stock and Cash Consideration Mix

The offer provides Aurora shareholders with a choice between three consideration options: (1) all-stock consideration of 0.70 Curaleaf subordinate voting shares per Aurora share, (2) all-cash consideration of US$4.00 per share subject to proration, or (3) a mixed consideration of 0.35 Curaleaf shares plus US$2.00 cash per Aurora share. The all-cash option is capped at a maximum aggregate of $200 million, meaning if more than 50 million Aurora shares elect cash, the consideration will be prorated and tendering shareholders will receive a mix of stock and cash regardless of election.

Based on Curaleaf's closing price of US$5.71 on August 15, 2026, the all-stock consideration valued Aurora shares at approximately US$4.00. However, the offer contains no collar or floor mechanism to protect Aurora shareholders if Curaleaf's stock price declines during the offer period. If Curaleaf's shares fall to US$4.00, the all-stock consideration would be worth only US$2.80 per Aurora share, a 30% decline from the advertised value.

The 20% Upside Cap

The offer circular includes a provision capping Aurora shareholders' upside at 20% above the offer price. If Curaleaf's stock price rises above US$6.86 during the offer period (representing a 20% increase from the US$5.71 reference price), Curaleaf reserves the right to reduce the exchange ratio to maintain the US$4.00 per share valuation plus 20%. This means Aurora shareholders cannot benefit from Curaleaf stock appreciation beyond the capped amount, creating an asymmetric payoff profile where shareholders bear full downside risk but limited upside potential.

This structure is unusual in public company tender offers, where floating exchange ratios typically allow target shareholders to participate fully in acquirer stock price movements. The cap effectively converts the stock consideration into a capped call option rather than true equity participation.

Nasdaq to OTCQX Downgrade for U.S. Investors

Aurora Cannabis trades on the Nasdaq under ticker ACB, providing U.S. investors with access to a national securities exchange with robust liquidity, market maker competition, and eligibility for inclusion in major indices and institutional portfolios. Curaleaf's subordinate voting shares trade on the OTCQX under ticker CURLF, a dealer quotation system with lower liquidity, wider bid-ask spreads, and limited institutional participation.

U.S. investors who tender their Aurora shares would receive Curaleaf shares tradable only on the OTCQX, as Curaleaf cannot list on Nasdaq or the NYSE while operating a federally illegal cannabis business. This exchange represents a material liquidity downgrade, particularly for retail investors and smaller institutions that face higher transaction costs and reduced price discovery in over-the-counter markets. Many U.S. brokerage firms, including Vanguard and Fidelity, restrict or prohibit purchases of OTCQX securities in retirement accounts, further limiting liquidity for tendering shareholders.

The Multiple-Voting Share Contradiction

The offer circular filed on August 18, 2026, states that Boris Jordan's multiple-voting shares will automatically convert to subordinate voting shares upon closing of the acquisition. However, Curaleaf's most recent annual information form filed in March 2026 indicates that Jordan's multiple-voting shares do not contain an automatic conversion provision and can only be converted at Jordan's discretion or upon transfer to a third party.

This apparent contradiction raises questions about the accuracy of disclosure in the offer circular and the actual post-acquisition voting control structure. If Jordan's multiple-voting shares do not convert, he would maintain approximately 28% voting control of the combined entity despite owning less than 10% of the economic equity. If the shares do convert as stated in the offer circular, voting control would be more proportional to economic ownership, potentially affecting corporate governance and future strategic decisions.

Aurora's board highlighted this discrepancy in its directors' circular, noting that the offer circular "appears to contain outdated or inaccurate information regarding the conversion of the acquirer's multiple-voting shares, creating uncertainty about post-acquisition governance rights."

Market and Business Implications

If successful, the Curaleaf-Aurora combination would create a vertically integrated North American cannabis conglomerate with $1.7 billion in pro forma revenue, but the strategic rationale depends heavily on federal rescheduling and the ability to realize cross-border synergies currently prohibited by law.

Vertical Integration and Cost Synergies

Curaleaf's primary strategic rationale for the acquisition centers on securing low-cost cultivation capacity to supply its U.S. dispensary network. Aurora's remaining facilities in Alberta and Ontario produce cannabis at an estimated all-in cost of C$0.75-1.00 per gram, compared to Curaleaf's current cultivation costs of approximately $1.50-2.00 per gram across its U.S. facilities in Massachusetts, Florida, and Oregon.

However, the Controlled Substances Act prohibits the importation of cannabis from Canada into the United States, meaning Curaleaf cannot physically transport Aurora's production across the border. The cost synergies can only be realized if cannabis is federally legalized or if Curaleaf licenses Aurora's cultivation genetics and techniques to its U.S. facilities. The company's investor presentation projects $75-100 million in annual cost synergies by 2028, but these estimates assume regulatory changes that have not yet occurred.

International Medical Cannabis and EU-GMP Certification

Aurora holds EU-GMP (European Union Good Manufacturing Practice) certification for its Alberta facilities, enabling medical cannabis exports to Germany, the United Kingdom, Australia, and other international markets. Aurora generated approximately C$45 million in international medical revenue in fiscal 2026, representing 16% of total revenue. Curaleaf currently has no international medical cannabis operations, as U.S. federal prohibition prevents the export of American-grown cannabis.

The acquisition would provide Curaleaf with immediate access to international medical markets and regulatory expertise in navigating foreign cannabis frameworks. Germany, which implemented adult-use legalization in April 2024, represents a potential growth market with 84 million residents and established medical cannabis infrastructure. However, European medical cannabis prices have declined from €10-12 per gram in 2020 to €4-6 per gram in 2026, compressing margins and limiting the strategic value of international operations.

Impact on U.S. MSO Competitive Dynamics

The transaction would solidify Curaleaf's position as the largest cannabis company in North America by revenue, surpassing Trulieve's $1.3 billion in annual sales. Other MSOs including Green Thumb Industries, Verano Holdings, and Cresco Labs would face pressure to pursue similar scale-building transactions to maintain competitive positioning.

Potential acquisition targets among Canadian LPs include Tilray Brands (market cap approximately $1.2 billion), Organigram Holdings ($400 million), and HEXO Corp ($150 million). However, most Canadian LPs trade at significant discounts to book value and continue to generate net losses, limiting their attractiveness absent a clear path to profitability or regulatory arbitrage opportunities.

The transaction also affects wholesale cannabis pricing in U.S. markets. If Curaleaf successfully integrates Aurora's low-cost cultivation techniques, the company could reduce wholesale pricing for its Select and Curaleaf-branded products, pressuring margins for smaller operators and single-state licensees. Wholesale cannabis prices in mature markets including California, Colorado, and Oregon have already declined by 60-70% since 2020, and further price compression could accelerate industry consolidation.

Capital Markets and Financing Implications

Curaleaf's ability to finance the acquisition with a combination of stock and existing credit facilities reflects improving access to institutional capital for large MSOs. Chicago Atlantic Real Estate Finance, a cannabis-focused real estate investment trust, provided Curaleaf with a $200 million credit facility in March 2026 at an interest rate of SOFR plus 650 basis points, representing a significant decline from the SOFR plus 1,000-1,200 basis points typical of cannabis debt in 2022-2023.

The transaction could catalyze further institutional investment in cannabis if it demonstrates successful cross-border M&A execution and regulatory navigation. However, the continued OTCQX listing and lack of Nasdaq or NYSE access limits institutional participation, as many pension funds, endowments, and mutual funds face legal or policy restrictions on holding over-the-counter securities.

What Experts Say

Industry analysts, legal experts, and investor advocates have expressed skepticism about the offer structure and strategic rationale, with particular concern about the asymmetric risk allocation and liquidity downgrade for U.S. shareholders.

Emily Paxhia, co-founder of Poseidon Investment Management, a cannabis-focused venture capital firm, said in an August 19, 2026, interview with Bloomberg that the offer "transfers all downside risk to Aurora shareholders while capping their upside, creating a payoff structure more favorable to Curaleaf than a typical M&A transaction." Paxhia noted that the lack of a price floor is particularly problematic given Curaleaf's stock volatility, which has seen the shares trade in a range of $3.50 to $8.00 over the past 12 months.

According to Vivianne Schnitzer, a partner at Stikeman Elliott representing Aurora's board, the offer circular's apparent contradiction regarding Boris Jordan's multiple-voting shares raises "serious questions about disclosure accuracy and the reliability of representations made to Aurora shareholders." Schnitzer stated in Aurora's directors' circular that the board "cannot recommend an offer containing material inconsistencies about post-acquisition governance."

Matt Karnes, founder of GreenWave Advisors, a cannabis industry research firm, said the transaction reflects "the desperation of Canadian LPs to access U.S. markets and the opportunism of U.S. MSOs to acquire distressed assets at discounts to replacement value." Karnes projected that Aurora's facilities and licenses would cost $800 million to $1 billion to replicate, compared to the approximately $400 million equity value implied by Curaleaf's offer.

BMO Capital Markets, in its fairness opinion to Aurora's board, valued the company at US$4.50 to US$6.25 per share based on a weighted average of discounted cash flow, comparable company trading multiples, and precedent M&A transactions. The analysis assumed Aurora would achieve positive EBITDA by fiscal 2028 and benefit from international medical cannabis market growth in Germany and the United Kingdom. BMO's valuation suggests Curaleaf's US$4.00 offer represents the low end of fair value and does not reflect a control premium typical of change-of-control transactions.

What's Next

Aurora shareholders face a decision deadline of September 27, 2026, with the outcome dependent on institutional shareholder coordination, potential competing bids, and Aurora's ability to articulate a standalone value creation plan.

Key Decision Points and Timeline

The tender offer expires at 5:00 p.m. Eastern Time on September 27, 2026, unless extended by Curaleaf. Under National Instrument 62-104, Curaleaf must extend the offer by at least 10 days if the minimum 66.67% tender condition is not satisfied by the initial expiry date. Shareholders who tender their shares can withdraw them at any time before the offer expires, providing flexibility to respond to competing bids or changes in Curaleaf's stock price.

Aurora's board has until September 5, 2026, to file any supplemental disclosure or announce strategic alternatives. Potential alternatives include a competing bid from another MSO or financial sponsor, a significant share buyback program, or a business combination with a complementary Canadian LP such as Organigram or HEXO.

Proxy advisory firms ISS and Glass Lewis typically publish their recommendations on tender offers 5-7 business days before expiry. Their analyses will focus on the premium to market, fairness opinion valuation ranges, offer structure risks, and the credibility of Aurora's standalone plan. Institutional shareholders often follow proxy advisor recommendations, making these reports critical to the offer's success.

Regulatory Approval Requirements

If the minimum tender condition is satisfied, the transaction requires approval from Health Canada under the Cannabis Act, as the acquisition would result in a change of control of Aurora's cultivation and processing licenses. Health Canada's review typically takes 60-90 days and focuses on the financial capacity and security clearances of the acquiring company's directors and officers. Curaleaf has stated it does not anticipate regulatory obstacles, as the company's executives have already obtained security clearances for Curaleaf's existing international operations.

The transaction does not require approval from the Committee on Foreign Investment in the United States (CFIUS), as Curaleaf is not a foreign entity and Aurora does not operate in the United States. However, the transaction may trigger antitrust review under the Hart-Scott-Rodino Act if the transaction value exceeds $111.4 million, the HSR threshold for 2026. Given the limited overlap between Curaleaf's U.S. retail operations and Aurora's Canadian cultivation, antitrust clearance is expected to be routine.

Scenarios and Probabilities

Industry observers assign approximately 40-50% probability to the offer succeeding at the current terms, based on the combination of institutional skepticism, retail shareholder liquidity preferences, and the potential for competing bids. If the offer fails to achieve the 66.67% minimum tender condition, Curaleaf could extend the offer with improved terms, including a price floor, reduced upside cap, or increased cash consideration.

A competing bid from Trulieve, Green Thumb Industries, or a financial sponsor such as Tilray Brands represents a 20-30% probability scenario. Tilray, which has pursued an aggressive M&A strategy in the U.S. CBD and hemp markets, could view Aurora as a complementary asset for its Canadian cannabis operations and international medical business. A Tilray bid would likely offer all-cash or Nasdaq-listed stock consideration, eliminating the OTCQX liquidity downgrade that makes Curaleaf's offer less attractive to U.S. shareholders.

If no competing bid emerges and Curaleaf's offer fails, Aurora would face renewed pressure to execute a standalone turnaround plan or pursue a sale to a private equity buyer at a potentially lower valuation. The company's cash position of approximately C$150 million as of June 30, 2026, provides runway for 12-18 months of operations, but continued net losses would require additional financing or asset sales to maintain liquidity.

Further Reading

• Curaleaf Holdings Schedule TO filing with the U.S. Securities and Exchange Commission (August 18, 2026): https://www.sec.gov/edgar/browse/?CIK=1657853
• Aurora Cannabis Directors' Circular filed with the Ontario Securities Commission (August 20, 2026): https://www.sedarplus.ca/landingpage/
• National Instrument 62-104 (Take-Over Bids and Issuer Bids), Ontario Securities Commission: https://www.osc.ca/en/securities-law/instruments-rules-policies/6/62-104
• Williams Act (15 U.S.C. § 78m(d)-(e) and § 78n(d)-(f)), Cornell Legal Information Institute: https://www.law.cornell.edu/uscode/text/15/chapter-2B
• Controlled Substances Act, 21 U.S.C. § 812, Drug Enforcement Administration: https://www.dea.gov/drug-information/csa
• Cannabis Act (S.C. 2018, c. 16), Government of Canada Justice Laws Website: https://laws-lois.justice.gc.ca/eng/acts/C-24.5/
• Internal Revenue Code Section 280E (26 U.S.C. § 280E), IRS: https://www.law.cornell.edu/uscode/text/26/280E
• DEA Notice of Proposed Rulemaking on Cannabis Rescheduling (May 16, 2024), Federal Register: https://www.federalregister.gov/
• Curaleaf Holdings Annual Information Form (March 2026), SEDAR+: https://www.sedarplus.ca/landingpage/
• Aurora Cannabis Annual Report Fiscal 2026, Investor Relations: https://investor.auroramj.com/