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Press Release

CanniMed Therapeutics Forms Special Committee for Potential Unsolicited Offer from Aurora Cannabis

CanniMed Therapeutics Inc.
Posted on: 23 Nov 17

CanniMed Therapeutics Inc. (“CanniMed” or the “Company”) (TSX:CMED) announced that it has formed a special committee of independent directors (“the Special Committee”) in anticipation of a potential formal offer from Aurora Cannabis Inc. (“Aurora”) for all of the issued and outstanding CanniMed shares.

Upon receipt, the Special Committee and the board of directors of CanniMed (the “Board”) will review the Proposal, in consultation with their respective legal and financial advisors, and will respond in due course.

CanniMed shareholders are reminded that they have an attractive and accretive transaction available to them now. CanniMed’s acquisition of Newstrike Resources Ltd. (TSX-V: HIP) will create a premier global cannabis company that is uniquely positioned to offer innovative, high quality products with two top tier distinct brands uniquely positioned to address key product trends and emerging drivers of growth in the medical and adult-use recreational cannabis markets. The addition of Up Cannabis Inc. and a strategic partnership with The Tragically Hip to the Company allow us to realize our strategy to become the preeminent cannabis leader in Canada and worldwide. The combined company will have increased operational scale with a targeted 45,000 kg of production capacity by 2019, improved capital markets presence with a pro-forma capitalization exceeding $500mm, and is expected to be accretive (before synergies) on key metrics by 2019.

Shareholders are advised to take no action on any proposal from Aurora until they have received further communication through the Director’s Circular, which will be provided to shareholders as soon as practical.

Shareholders with questions should call CanniMed’s strategic shareholder services advisor, Kingsdale Advisors, at 1-888-518-1554.


Kingsdale Advisors is acting as strategic shareholder and communications advisor. AltaCorp Capital Inc. is acting as financial advisor to the Board and Borden Ladner Gervais LLP is acting as legal advisor to the Board. Cormark Securities Inc. is acting as financial advisor to the Special Committee and Stikeman Elliott LLP is acting as legal advisor to the Special Committee.

About CanniMed Therapeutics Inc.

CanniMed is a Canadian-based, international plant biopharmaceutical company and a leader in the Canadian medical cannabis industry, with 16 years of pharmaceutical cannabis cultivation experience, state-of-the-art, GMP-compliant production process and world class research and development platforms with a wide range of pharmaceutical-grade cannabis products. In addition, the Company has an active plant biotechnology research and product development program focused on the production of plant-based materials for pharmaceutical, agricultural and environmental applications.

The Company, through its subsidiaries, was the first producer to be licensed under the Marihuana for Medical Purposes Regulations, the predecessor to the current Access to Cannabis for Medical Purposes Regulations. It was the sole supplier to Health Canada under the former medical marijuana system for 13 years, and has been producing safe and consistent medical marijuana for thousands of Canadian patients, with no incident of product diversion or recalls.

For more information, please visit our websites: (patients) and (investors).

Notice Regarding Forward Looking Statements

This news release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of CanniMed to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These forward-looking statements include, but are not limited to, statements relating to CanniMed’s expectations with respect to: the timing and outcome of the proposed acquisition of Newstrike; the anticipated benefits of the acquisition of Newstrike to CanniMed; improvements to CanniMed’s production capabilities and capacity resulting from the acquisition; and the potential Aurora offer. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

In respect of the forward-looking statements and information concerning the anticipated benefits and completion of the proposed acquisition of Newstrike, CanniMed has provided such statements and information in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of CanniMed to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court and shareholder approvals for the Newstrike acquisition; the ability of the parties to the Newstrike acquisition to satisfy, in a timely manner, the other conditions to the closing of the transaction; and other expectations and assumptions concerning the acquisition. There can be no assurance that the proposed acquisition of Newstrike will occur, or that it will occur on the terms and conditions contemplated in this news release. Moreover, there is no certainty that the offer by Aurora will be made, or if made that its conditions will be satisfied. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties.

Actual results could differ materially from those currently anticipated due to a number of factors and risks. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements contained in this news release are made as of the date of this release and, accordingly, are subject to change after such date.

CanniMed does not assume any obligation to update or revise any forward-looking statements, whether written or oral, that may be made from time to time by us or on our behalf, except as required by applicable law.

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Last updated on: 23/11/2017

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