株探米国株
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エドガーで原本を確認する
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 40-F
REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the financial year ended March 31, 2025
Commission File Number: 001-38691
AURORA CANNABIS INC.
(Exact name of Registrant as specified in its charter)
British Columbia, Canada
2833 N/A
(Province or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code) (I.R.S. Employer
Identification No.)

2207 90B St. SW
Edmonton, Alberta, T6X 1V8
Canada
Tel: 1-855-279-4652
(Address and telephone number of Registrant’s principal executive offices)

CORPORATION SERVICE COMPANY
251 Little Falls Drive
County of New Castle
Wilmington, Delaware 19808
Tel: 1-800-927-9800
(Name, address (including zip code) and telephone number (including
area code) of agent for service in the United States)
Securities registered or to be registered pursuant to section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Shares, no par value

ACB
Nasdaq Capital Market
Rights to purchase Common Shares, without par value
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this Form:
 Annual Information Form
 Audited Annual Financial Statements
Indicate the number of outstanding shares of each of the Registrant’s classes of capital or common stock as of the close of the period covered by the annual report: 56,234,231
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨



Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
Yes x
No
¨
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.        ¨
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒


If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒




ii


INTRODUCTORY INFORMATION
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the Registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☒ Aurora Cannabis Inc. (the “Company” or “Aurora”) is a “foreign private issuer” as defined in Rule 3b-4 under Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Exchange Act on Form 40-F pursuant to the multi-jurisdictional disclosure system (the “MJDS”) adopted by the United States Securities and Exchange Commission (the “SEC”). The Company’s common shares are listed on the Toronto Stock Exchange and the Nasdaq Capital Market (“Nasdaq”) under the trading symbol “ACB”.
In this annual report, references to “we”, “our”, “us”, the “Company” or “Aurora”, mean Aurora Cannabis Inc. and our wholly owned subsidiaries, unless the context suggests otherwise.
Unless otherwise indicated, all amounts in this annual report are in Canadian dollars and all references to “$” mean Canadian dollar and references to “U.S. dollars” or “US$” are to United States dollars.
AUDITED FINANCIAL STATEMENTS, MANAGEMENT’S DISCUSSION AND ANALYSIS
AND ANNUAL INFORMATION FORM
The following principal documents are filed as exhibits to, and incorporated by reference into, this Annual Report:
Document Exhibit No.
Audited consolidated financial statements of the Company and notes thereto as at and for the financial year ended March 31, 2025, together with the reports thereon of the independent registered public accounting firm
99.5
Management’s Discussion and Analysis of the Company for the financial year ended March 31, 2025 (the “MD&A”)
99.6
Annual Information Form of the Company for the financial year ended March 31, 2025 (the “AIF”)
99.7

FORWARD-LOOKING STATEMENTS

This Annual Report includes or incorporates by reference certain statements which may constitute “forward-looking information and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking statements” or “FLS”). These forward-looking statements are made as of the date of this Annual Report and the Company does not intend, and does not assume any obligation, to update these FLS, except as required under applicable securities legislation. FLS relate to future events or future performance and reflect Company management’s expectations or beliefs regarding future events. In certain cases, FLS can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative of these terms or comparable terminology. By their very nature FLS involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the FLS. The Company provides no assurance that FLS will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on FLS. Certain FLS in this Annual Report and the documents incorporated by reference include, but are not limited to, the following:

•pro forma measures including revenue, cash flow, adjusted gross margin before fair value adjustments, expected selling, general and administrative (“SG&A”) run-rates, and grams produced;
•the strategy of the Company and other matters discussed under the heading “Our Strategy”;
•the anticipated disposition of legal claims disclosed under the heading “Legal Proceedings and Regulatory Actions”;
•the Company’s ability to deliver positive EBITDA and positive free cash flow;
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•the Company’s ability to fund operations;
•the Bevo business and associated benefits to the Company, including, but not limited to, those in respect of revenues and the creation of long-term value;
•future strategic opportunities;
•future growth opportunities including the expansion into additional international markets;
•expectations related to the increased legalization of medical and consumer markets, including the United States, and the Company’s ability to participate in new markets when they open;
•competitive advantages and strengths in Canadian and international medical cannabis, medical and regulatory expertise in a federal framework and scientific expertise, including genetics and breeding;
•the Company’s breeding program, product portfolio and innovation, and the expected impact on revenue and long-term success;
•the acquisition of MedReleaf Australia, including the associated benefits to the Company’s business;
•the availability of funds under the Company’s 2025 Shelf Prospectus; and
•the creation of sustainable, long-term shareholder value.

Forward looking information or statements contained in this document have been developed based on assumptions management considers to be reasonable. Material factors or assumptions involved in developing forward-looking statements include, without limitation, publicly available information from governmental sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which the Company believes to be reasonable.

Such forward looking statements are estimates reflecting the Company’s best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that other factors will not affect the accuracy of such forward-looking statements. These risks include, but are not limited to, the magnitude and duration of potential new or increased tariffs imposed on goods imported from Canada into the United States, the ability to retain key personnel, the ability to continue investing in infrastructure to support growth, the ability to obtain financing on acceptable terms, the continued quality of our products, customer experience and retention, the development of third party government and non-government consumer sales channels, management’s estimates of consumer demand in Canada and in jurisdictions where the Company exports, expectations of future results and expenses, the availability of additional capital to complete construction projects and facilities improvements, the risk of successful integration of acquired business and operations, management’s estimation that SG&A will grow only in proportion of revenue growth, the ability to expand and maintain distribution capabilities, the impact of competition, the general impact of financial market conditions, the yield from cannabis growing operations, product demand, changes in prices of required commodities, competition, and the possibility for changes in laws, rules, and regulations in the industry, epidemics, pandemics or other public health crises, as well as updates provided herein. See also “Description of the Business - Risk Factors” in the AIF. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking statements.

Although the Company believes that the expectations conveyed by the forward-looking statements are reasonable based on the information available to the Company on the date hereof, no assurance can be given as to future results, approvals or achievements. Forward-looking statements contained in this Annual Report and in the documents incorporated by reference herein are expressly qualified by this cautionary statement.

This discussion, and the discussion of risk factors contained in the AIF and MD&A incorporated by reference herein, are not exhaustive of the factors that may affect any of the forward-looking statements or information concerning the Company.
NOTE TO UNITED STATES READERS:
DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Company is permitted to prepare this Annual Report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Company has historically prepared its consolidated financial statements in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, which differ in certain respects from United States generally accepted accounting principles (“US GAAP”) and from practices prescribed by the SEC. Therefore, the Company’s financial statements incorporated by reference in this Annual Report may not be comparable to financial statements prepared in accordance with U.S. GAAP.
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CURRENCY
Unless otherwise indicated, all dollar amounts in this Annual Report are in Canadian dollars. The exchange rate of Canadian dollars into United States dollars on March 31, 2025 based upon the daily exchange rate as quoted by the Bank of Canada was, US$1.00 = $1.4376.
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures

The information provided in the section entitled “Disclosure Controls and Procedures and Internal Controls over Financial Reporting” under the sub-heading “Disclosure Controls and Procedures” contained in the MD&A filed as Exhibit 99.6 to this Annual Report on Form 40-F is incorporated by reference herein.

Management’s Annual Report on Internal Controls over Financial Reporting

The information provided in the section entitled “Disclosure Controls and Procedures and Internal Controls over Financial Reporting” under the sub-heading “Management’s Assessment on Internal Control over Financial Reporting” contained in the MD&A filed as Exhibit 99.6 to this Annual Report on Form 40-F is incorporated by reference herein.

Attestation Report of the Registered Public Accounting Firm
The disclosure provided under the heading “Report of Independent Registered Public Accounting Firm” contained in the Company’s audited annual financial statements filed as Exhibit 99.5 to this Annual Report on Form 40-F is incorporated by reference herein.
Changes in Internal Controls over Financial Reporting

The information provided in the section entitled “Disclosure Controls and Procedures and Internal Controls Over Financial Reporting” under the sub-heading “Changes to Internal Controls over Financial Reporting” contained in the MD&A filed as Exhibit 99.6 to this Annual Report on Form 40-F is incorporated by reference herein.
CORPORATE GOVERNANCE

The Company’s Board of Directors (the “Board”) is responsible for the Company’s corporate governance and has the following independent designated standing committees: the Nominating and Corporate Governance Committee, the Human Resources and Compensation Committee and the Audit Committee. The charters of each committee can be viewed on the Company’s corporate website at https://www.auroramj.com/investors/corporate-governance/. In addition, the Company’s Audit Committee Charter is attached as Schedule “A” to the AIF, which is filed as Exhibit 99.7 to this Annual Report.
Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee (the “N&CGC”) is responsible for screening nominees to the Board, and it annually assesses the skills and qualifications of directors and nominees to ensure the Board members have the skills and qualifications appropriate to the current needs of the Company. In addition, the N&CGC annually reviews the Board skills matrix, committee charters and Board policies, oversees Board effectiveness processes and director onboarding and education, and is responsible for overseeing and monitoring the Company’s approach, policies and practices related to environmental, social and governance, or ESG, matters. The N&CGC is comprised of Norma Beauchamp (Chair), Ron Funk, Chitwant Kohli, and Rajesh Uttamchandani. The Board has determined that all of the members of the N&CGC are independent, based on the criteria for independence prescribed by Nasdaq’s director independence standards under Rule 5605(a)(2).
Human Resources and Compensation Committee

The Human Resources and Compensation Committee (the “HRCC”) is responsible for (a) reviewing and approving directors’ and executive compensation based on the Company’s goals and objectives, (b) reviewing and approving the Company’s incentive compensation and equity-based plans and arrangements (c) executive succession planning; and (d) reporting regularly to the Board on the activities of the HRCC. To make its recommendation on directors’ and executive officer compensation, the HRCC takes into account the types of compensation and the amounts paid to directors and executive officers of comparable publicly traded Canadian companies. The HRCC is comprised of Theresa Firestone (Chair), Ron Funk, Rajesh Uttamchandani and Michael Singer.
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The Board has determined that all of the members of the HRCC are independent, based on the criteria for independence prescribed by Nasdaq’s director independence standards under Rule 5605(a)(2).
AUDIT COMMITTEE

Our Board has established an independent Audit Committee for the purpose of overseeing our accounting and financial reporting processes and the audit of our annual financial statements.

The Audit Committee is comprised of Chitwant Kohli (Chair), Ron Funk, Theresa Firestone, Norma Beauchamp and Michael Singer. The Board has determined that the Audit Committee meets the composition requirements set forth in Nasdaq Rule 5605(c)(2)(A), and that each of the members of the Audit Committee is independent as determined under Rule 10A-3 of the Exchange Act and Nasdaq’s director independence standards under Rule 5605(a)(2). All four members of the Audit Committee are financially literate, meaning they are able to read and understand the Company’s financial statements and to understand the breadth and level of complexity of the issues that can reasonably be expected to be raised in the Company’s financial statements.
Audit Committee Financial Experts
The Board has determined that Chitwant Kohli and Michael Singer both qualify as an “Audit Committee financial expert” (as defined in paragraph (8)(b) of General Instruction B to Form 40-F) and a “financially sophisticated Audit Committee member” under Nasdaq Rule 5605(c)(2)(A).
PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PROVIDED BY
INDEPENDENT AUDITOR
The Audit Committee Charter sets out responsibilities regarding the provision of non-audit services by the Company’s external auditor and requires the Audit Committee to pre-approve all permitted non-audit services to be provided by the Company’s external auditor, in accordance with applicable law.
PRINCIPAL ACCOUNTING FEES AND SERVICES - INDEPENDENT AUDITOR
Ernst & Young LLP, of Vancouver, British Columbia, Canada (Audit Firm I.D.:01263) (“E&Y”), acted as our independent registered public accounting firm for the fiscal year ended March 31, 2025.

Former auditor, KPMG LLP, of Vancouver, British Columbia, Canada (Audit Firm I.D.:85) (“KPMG”), acted as our independent registered public accounting firm for the fiscal year ended March 31, 2024.
The following table sets forth information regarding amounts billed to us by E&Y and KPMG for each of our last two fiscal periods in Canadian dollars:
Financial Period Ending
Audit Fees
($)(1)
Audit Related Fees
($)(2)
Tax Fees
($)(3)
All Other Fees
($)(4)
March 31, 2025
$4,658,658 10,250
March 31, 2024
$3,629,767 271,887
Notes

(1)“Audit Fees” includes fees (including out-of-pocket expenses) for the performance of the annual audit and quarterly reviews of the financial statements, which includes the audit of significant transactions and matters, and reviews of prospectus and financing documents including related assistance to underwriters, as well as audits of statutory financial statements for subsidiaries.
(2)“Audit-Related Fees” includes fees for assurance or accounting related services that have not been reflected under(1).
(3)“Tax Fees” includes fees for tax compliance and tax advice.
(4)“All Other Fees” refers to fees for ad hoc projects, which include reviews of prospectus and financing documents.




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Audit Committee Pre-Approval Polices
From time to time, management of the Company recommends to, and requests approval from, the audit committee for audit and non-audit services to be provided by the Company’s auditor.

The Audit Committee may delegate to one or more of its members the authority to pre-approve non-audit services to be provided to the Company or its subsidiaries by the Company’s external auditor. The pre-approval of non-audit services must be presented to the Audit Committee at its first scheduled meeting following such pre-approval.

The Audit Committee may satisfy its duty to pre-approve non-audit services by adopting specific policies and procedures for the engagement of the non-audit services, provided the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each non-audit service and the procedures do not include delegation of the Audit Committee’s responsibilities to management.
OFF-BALANCE SHEET ARRANGEMENTS
The information provided in the section entitled “Liquidity and Capital Resources” under the sub-heading “Off-balance sheet arrangements” contained in the MD&A filed as Exhibit 99.6 to this Annual Report on Form 40-F is incorporated by reference herein.
CODE OF ETHICS

We have adopted a Code of Business Conduct and Ethics (the “Code”) that applies to our officers (including without limitation, the CEO, CFO and other high-ranking executive officers), employees and directors of the Company and its subsidiaries and promotes, among other things, honest and ethical conduct. The Code meets the requirements for a “code of ethics” within the meaning of that term under Form 40-F. The Code was last reviewed and approved by the Company’s Board of Directors on March 27, 2025. The Code is available under the Company’s profile on www.sedar.com and on the Company’s website at https://www.auroramj.com/investors/corporate-governance/

During the financial year ended March 31, 2025, no material amendment was made to the Code which would be required to be disclosed pursuant to Paragraph 9 of General Instruction B, and no waivers of the Code were granted to any principal officer of the Company or any person performing similar functions.
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NOTICES PURSUANT TO REGULATION BTR
There were no notices required by Rule 104 of Regulation BTR that the Company sent during the financial year ended March 31, 2025 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.
NASDAQ CORPORATE GOVERNANCE

Our common shares are quoted for trading on Nasdaq under the symbol “ACB”. Nasdaq Rule 5615(a)(3) permits a foreign private issuer to follow its home country practice in lieu of the Nasdaq corporate governance requirements if such issuer, amongst other requirements, makes appropriate disclosure in its annual report filed with the SEC relating to each requirement of Rule 5600 that it does not follow including a brief statement of the home country practice it follows in lieu of such Nasdaq corporate governance requirements.

Our governance practices differ from those followed by domestic companies pursuant to Rule 5600 of the Nasdaq Rules in the following way:

Shareholder Meeting Quorum Requirement: Rule 5620(c) requires that each listed company provide for a quorum for any meeting of the holders of the listed company’s common stock that is not less than 33 1/3% of the listed company’s outstanding shares of common stock entitled to vote. The Company’s quorum requirement is set forth in its Articles, which states that a quorum for a meeting of shareholders of the Company is present if there are two persons who are, or who represent by proxy, one or more shareholders who, in the aggregate, hold at least five percent of the issued common shares.

Shareholder Approval Requirements: In certain instances, Nasdaq Listing Rule 5635 requires each issuer to obtain shareholder approval prior to an issuance of securities in connection with: (i) the acquisition of the stock or assets of another company; (ii) equity-based compensation of officers, directors, employees or consultants; (iii) a change of control; and (iv) transactions other than public offerings. The Company does not follow this Nasdaq Listing Rule. Instead, the Company complies with home country practice, which has different requirements for shareholder approval (including, in certain instances, not requiring any shareholder approval) in connection with issuances of securities in the circumstances listed above.

The foregoing is consistent with the laws, customs and practices in Canada.


CORRECTION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In connection with the audit of the annual consolidated financial statements as at and for the year ended March 31, 2025, the Company identified an error in inventory and cost of sales arising from intercompany profit eliminations, resulting in an overstatement of inventory and understatement of cost of sales. Additionally, the Company understated its lease liability during a period in which a rent concession was granted by the lessor. In respect of the Company’s presentation of cash and cash equivalents and restricted cash, the Company determined that certain previously reported restricted cash held within its captives was accessible to the Company and therefore not restricted. The unrestricted portion has been reclassified to cash and cash equivalents. The Company has determined that these errors are not material to any of the Company’s previously-issued audited consolidated financial statements and unaudited condensed consolidated interim financial statements. Accordingly, the Company has concluded that an amendment of previously-filed audited and condensed consolidated interim financial statements is not required. However, the Company has determined it is appropriate to correct certain comparative disclosures. Please refer to note 2(j) in the audited consolidated financial statements filed as Exhibit 99.5 to this Annual Report on Form 40-F for additional information. The corrections do not impact net earnings for the fiscal 2025 year and, while they do impact certain metrics used in the Company’s performance-based compensation arrangements, the Company concluded that after giving effect to such impact, the related compensation would not change and therefore no recovery was required under the Company’s executive compensation clawback policy attached to this Form 40-F as Exhibit 97.
MINE SAFETY DISCLOSURE
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Not applicable.
UNDERTAKING
The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
CONSENT TO SERVICE OF PROCESS

The Company has previously filed with the SEC a written consent to service of process on Form F-X. Any change to the name or address of the Company’s agent for service shall be communicated promptly to the SEC by amendment to the Form F-X referencing the file number of the Company.








7


EXHIBIT INDEX

Exhibit Number
Exhibit Description
Clawback Policy (incorporated by reference from Exhibit 97 to the Registrant’s Annual Report on Form 40-F, filed with the Commission on June 20, 2024)

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Audited consolidated financial statements of the Company and notes thereto as at and for the financial year ended March 31, 2025, together with the report thereon of the independent auditor
Management’s Discussion and Analysis for the financial year ended March 31, 2025
Annual Information Form of the Company for the financial year ended March 31, 2025
Consent of Ernst & Young LLP
Consent of KPMG LLP
101 Interactive Data File (formatted as Inline XBRL)
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Company certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: June 18, 2025
AURORA CANNABIS INC.
By
/s/ “Simona King”
Simona King
Chief Financial Officer

9
EX-99.1 2 a991-s302certification_c.htm EX-99.1 a991-s302certification_c
CERTIFICATION I, Miguel Martin, certify that: 1. I have reviewed this annual report on Form 40-F of Aurora Cannabis Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report; 4. The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and 5. The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting. Date: June 18, 2025 By: /s/ Miguel Martin Miguel Martin Chief Executive Officer (Principal Executive Officer)


 
EX-99.2 3 a992-s302certification_c.htm EX-99.2 a992-s302certification_c
CERTIFICATION I, Simona King, certify that: 1. I have reviewed this annual report on Form 40-F of Aurora Cannabis Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report; 4. The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and 5. The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting. Date: June 18, 2025 By: /s/ Simona King Simona King Chief Financial Officer (Principal Financial Officer)


 
EX-99.3 4 a993-s906certificationce.htm EX-99.3 a993-s906certificationce
CERTIFICATION PURSUANT TO 18 U.S.C. §1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Aurora Cannabis Inc. (the “Company”) on Form 40-F for the period ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Miguel Martin, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company. June 18, 2025 By: /s/ Miguel Martin Miguel Martin Chief Executive Officer (Principal Executive Officer) A signed original of this written statement required by Section 906 has been provided to Aurora Cannabis Inc. and will be retained by Aurora Cannabis Inc. and furnished to the Securities and Exchange Commission or its staff upon request.


 
EX-99.4 5 a994-s906certificationcf.htm EX-99.4 a994-s906certificationcf
CERTIFICATION PURSUANT TO 18 U.S.C. §1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Aurora Cannabis Inc. (the “Company”) on Form 40-F for the period ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Simona King, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company. June 18, 2025 By: /s/ Simona King Simona King Chief Financial Officer (Principal Financial Officer) A signed original of this written statement required by Section 906 has been provided to Aurora Cannabis Inc. and will be retained by Aurora Cannabis Inc. and furnished to the Securities and Exchange Commission or its staff upon request.


 























Picture1.jpg



AURORA CANNABIS INC.

Consolidated Financial Statements

For the years ended March 31, 2025 and 2024
(in Canadian Dollars)









Table of Contents
Consolidated Statements of Financial Position
Consolidated Statements of Income (loss) and Comprehensive Income (loss)
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
Note 1 Nature of Operations Note 14 Share Capital
Note 2 Material Accounting Policies and Judgments Note 15 Share-Based Compensation
Note 3 Accounts Receivable Note 16 Income (Loss) Per Share
Note 4 Marketable Securities
Note 17
Other Gains (Losses)
Note 5 Biological Assets Note 18 Supplemental Cash Flow Information
Note 6 Inventory Note 19 Income Taxes
Note 7 Property, Plant and Equipment Note 20 Related Party Transactions
Note 8 Assets Held for Sale and Discontinued Operations Note 21 Commitments and Contingencies
Note 9 Business Combinations Note 22 Revenue
Note 10 Non-controlling Interests Note 23 Segmented Information
Note 11 Intangible Assets and Goodwill Note 24 Fair Value of Financial Instruments
Note 12 Loans and Borrowings Note 25 Financial Instruments Risk
Note 13 Lease Liabilities Note 26 Capital Management







Report of Independent Registered
Public Accounting Firm


To the Shareholders and Board of Directors Aurora Cannabis Inc:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statement of financial position of Aurora Cannabis Inc. (the Company) as of March 31, 2025, the related consolidated statements of income (loss) and comprehensive income (loss), changes in equity and cash flows for the year ended March 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 31, 2025, and its financial performance and its cash flows for the year ended March 31, 2025, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of March 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated June 17, 2025, expressed an adverse opinion thereon.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.






3






Valuation of goodwill in the Plant Propagation cash generating unit

Description of the Matter

As at March 31, 2025, the Company had allocated goodwill totalling $18.7 million to the Plant Propagation cash generating unit (CGU).

As discussed in Note 11 of the consolidated financial statements, goodwill is tested for impairment annually, and whenever events or circumstances make it more likely than not that an impairment may have occurred. An impairment loss is recognized for the amount by which the operating segment or CGU carrying amount exceeds its recoverable amount. The recoverable amount of the CGU was determined based on fair value less costs of disposal. As a result of the Company’s annual impairment test, no impairment was recognized for the Plant Propagation CGU.

Auditing management’s estimate of the recoverable amount of the relevant CGU was complex and highly judgmental due to the significant estimation uncertainty in determining the fair value of the CGU. The significant estimation uncertainty was primarily due to the subjective nature of the assumptions used; in particular the fair value estimates were sensitive to these significant assumptions: forecasted revenues, forecasted gross margins, forecasted EBITDA margins, terminal value growth rate and discount rate. These significant assumptions are forward-looking and could be affected by future economic and market conditions.

How We Addressed the Matter in Our Audit

To test the estimated fair value of the Company’s Plant Propagation CGU, we performed audit procedures that included, among others, assessing the valuation methodology used by the Company, testing the significant assumptions discussed above, and evaluating the completeness and accuracy of the underlying data used by the Company in its analyses. For example, we compared the significant assumptions described above to current market and economic trends, historical results of the business, and other guidelines used by companies in the same industry. We involved our valuation specialists to assist in our evaluation of the Company's valuation methodology and certain significant assumptions (i.e. terminal value growth rate and discount rate).

In addition, we assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the CGU that would result from changes in the assumptions. We also assessed the adequacy of the financial statement disclosures.

Valuation of cannabis biological assets

Description of the Matter

As at March 31, 2025, the Company had recorded cannabis biological assets totalling $18.3 million.

As discussed in Note 5 of the consolidated financial statements, the Company defines biological assets as living plants up to the point of harvest. Biological assets are measured at fair value less costs to sell (FVLCS) at the end of each reporting period. The Company utilizes an income approach to determine the fair value less cost to sell at a specific measurement date, based on the existing plants’ stage of completion up to the point of harvest.

Auditing the valuation of cannabis biological assets was challenging due to the high degree of auditor judgement and effort required to evaluate management’s valuation model and the significant assumptions used to estimate FVLCS of cannabis biological assets, including average selling price per gram, weighted average yield per plant, cost per gram to complete production and stage of completion in the production process.











How We Addressed the Matter in Our Audit

To test the estimated fair value of the Company’s cannabis biological assets, we performed audit procedures that included, among others, assessing the valuation methodology used by the Company, testing the significant assumptions discussed above, and evaluating the completeness and accuracy of the underlying data used by the Company in its analyses. For example, we tested the weighted average yield per plant by observing the number of grams harvested from certain plants and comparing the number to actual harvest records, tested the average selling price per gram by comparing to actual sales prices per gram, observed stage of completion of plant growth at year end count observations and compared the significant assumptions described above to current industry and competitors’ data. We involved our valuation specialists to assist in our evaluation of the Company's valuation methodology.

In addition, we assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of cannabis biological assets that would result from changes in the assumptions. We also assessed the adequacy of the financial statement disclosures.


/s/ Ernst & Young LLP
Chartered Professional Accountants

We have served as the Company’s auditor since 2024.

Vancouver, Canada
June 17, 2025









Report of Independent Registered
Public Accounting Firm
To the Shareholders and Board of Directors Aurora Cannabis Inc:

Opinion on Internal Control Over Financial Reporting
We have audited Aurora Cannabis Inc.’s internal control over financial reporting as of March 31, 2025, based on criteria established in Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission “(2013 framework),” (the COSO criteria). In our opinion, because of the effect of the material weaknesses described below on the achievement of the objectives of the control criteria, Aurora Cannabis Inc. (the Company) has not maintained effective internal control over financial reporting as of March 31, 2025, based on the COSO criteria.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management’s assessment. Management has identified material weaknesses with respect to (1) management review controls that were not consistently designed, documented and executed, over completeness and accuracy of data inputs and entry, the accuracy of mathematical formulas within spreadsheets, and key assumptions, estimates and period cut-off activities within certain significant accounts and the financial statement close process, (2) insufficient segregation of duties and finance resources and financial expertise at Bevo Agtech Inc., and (3) insufficient segregation of duties and finance resources and financial expertise at Indica Industries Pty Ltd.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of financial position of the Company as of March 31, 2025, the related consolidated statements of income (loss) and comprehensive income (loss), changes in equity and cash flows for the year ended March 31, 2025 , and the related notes.

These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report dated June 17, 2025, which expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying “Management’s Discussion and Analysis – Management’s Assessment on Internal Control over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.








Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate To the Shareholders and Board of Directors


/s/ Ernst & Young LLP
Chartered Professional Accountants

Vancouver, Canada
June 17, 2025







Report of Independent Registered
Public Accounting Firm


Aurora Cannabis Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statement of financial position of Aurora Cannabis Inc. (the Company) as of March 31, 2024, the related consolidated statements of loss and comprehensive loss, changes in equity, and cash flows for the year ended March 31, 2024, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2024, and the financial performance and its cash flows for the year ended March 31, 2024, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ KPMG LLP
Chartered Professional Accountants

We served as the Company’s auditor from 2018 to 2024.
Vancouver, Canada
June 17, 2025



AURORA CANNABIS INC.
Consolidated Statements of Financial Position
As at March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars)
Note March 31, 2025 March 31, 2024
$ $
Assets
Current
Cash and cash equivalents
2(j)
137,921  136,095 
Restricted cash
18, 2(j)
47,407  43,126 
Accounts receivable 3 42,470  45,411 
Marketable securities 4 554  4,036 
Derivative asset —  760 
Biological assets 5 51,168  42,774 
Inventory 6 187,925  143,602 
Prepaids and other current assets 10,661  9,402 
Assets held for sale 8(a) 222  1,399 
478,328  426,605 
Property, plant and equipment 7 268,107  294,324 
Deposits and other long-term assets 7,722  12,028 
Lease receivable 5,256  6,343 
Intangible assets 11 45,163  40,850 
Goodwill 11 43,871  43,180 
Deferred tax assets 19 4,219  15,343 
Total assets 852,666  838,673 
Liabilities
Current
Accounts payable and accrued liabilities
25(b)
73,605  58,563 
Income taxes payable 7,601  1,547 
Deferred revenue 1,074  1,687 
Loans and borrowings 12 21,513  52,361 
Lease liabilities 13 5,381  4,856 
Provisions 1,689  5,606 
110,863  124,620 
Loans and borrowings 12 40,194  4,898 
Lease liabilities 13 37,495  42,676 
Derivative liabilities
14(c), 15(e), 24
5,531  2,309 
Other long-term liability
24
48,095  46,110 
Deferred tax liability 19 1,897  16,190 
Total liabilities 244,075  236,803 
Shareholders’ equity
Share capital 14 6,991,154  6,971,416 
Reserves 158,970  162,351 
Accumulated other comprehensive loss (215,208) (206,058)
Deficit (6,367,745) (6,367,936)
Total equity attributable to Aurora Cannabis Inc. shareholders 567,171  559,773 
Non-controlling interests 41,420  42,097 
Total equity 608,591  601,870 
Total liabilities and equity 852,666  838,673 
Nature of Operations (Note 1)
Commitments and Contingencies (Note 21)

The accompanying notes are an integral part of these Consolidated Financial Statements.

9


AURORA CANNABIS INC.
Consolidated Statements of Income (loss) and Comprehensive Income (loss)
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)
Years ended March 31,
Note 2025
 2024(1)
$ $
Revenue 22 374,240 299,180
Excise taxes 22 (30,947) (29,543)
Net revenue 343,293 269,637
Cost of sales
6
189,240 191,950
Gross profit before fair value adjustments 154,053 77,687
Changes in fair value of inventory and biological assets sold
5, 6
141,807 80,546
Unrealized gain on changes in fair value of biological assets 5 (175,361) (134,588)
Gross profit 187,607 131,729
Expense
General and administration 97,257 91,325
Sales and marketing 56,281 51,910
Business development costs 3,435 5,326
Research and development 3,676 3,572
Depreciation and amortization
7, 11
9,080 11,980
Share-based compensation 15 12,930 12,717
182,659 176,830
Income (loss) from operations
4,948 (45,101)
Other income (expenses)
Interest and other income 11,505 12,820
Finance and other costs (8,420) (13,798)
Foreign exchange gain (loss) 11,441 (415)
Other gains 17 1,604 27,263
Restructuring charges (1,508)
Impairment of property, plant and equipment
7, 8(a)
(696) (4,042)
Impairment of intangible assets and goodwill 11 (32,856)
15,434 (12,536)
Income (loss) before taxes 20,382 (57,637)
Income tax recovery (expense)
 Current 19 (7,808) (1,109)
Deferred, net 19 3,189 1,663
(4,619) 554
Net income (loss) from continuing operations 15,763 (57,083)
Net loss from discontinued operations, net of tax 8(b) (14,172) (12,243)
Net income (loss)
1,591 (69,326)
The accompanying notes are an integral part of these Consolidated Financial Statements.
(1) Comparative information has been adjusted due to discontinued operations see Note 8(b).
10


AURORA CANNABIS INC.
Consolidated Statements of Income (loss) and Comprehensive Income (loss)
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)
(Continued)
Years ended March 31,
Note 2025
2024(1)
$ $
Net income (loss) from continuing operations 15,763 (57,083)
Net loss from discontinued operations, net of tax 8(b) (14,172) (12,243)
Net income (loss) 1,591 (69,326)
Other comprehensive income (loss) (“OCI”) that will not be reclassified to net income (loss)
—  — 
Other comprehensive income (loss) that may be reclassified to net income (loss)
Realized gain on marketable securities 4,733
Foreign currency translation gain (loss) (9,150) 1,574
Total other comprehensive income (income (loss))
(9,150) 6,307
Comprehensive income (loss) from continuing operations 6,613 (50,776)
Comprehensive loss from discontinued operations (14,172) (12,243)
Comprehensive income (loss)
(7,559) (63,019)
Net income (loss) from continuing operations attributable to:
Aurora Cannabis Inc. 16,440 (53,339)
Non-controlling interests 10 (677) (3,744)
Net loss from discontinued operations attributable to:
Aurora Cannabis Inc. 8(b) (14,172) (12,243)
Non-controlling interests
Comprehensive income (loss) attributable to:
Aurora Cannabis Inc. (6,882) (59,275)
Non-controlling interests (677) (3,744)
Income (loss) per share - basic
Continuing operations 16 $0.30  ($1.23)
Discontinued operations 16 ($0.26) ($0.28)
Total operations 16 $0.04  ($1.52)
Income (loss) per share - diluted
Continuing operations
16
$0.30  ($1.23)
Discontinued operations 16 ($0.26) ($0.28)
Total operations 16 $0.04  ($1.52)

The accompanying notes are an integral part of these Consolidated Financial Statements.
(1) Comparative information has been adjusted due to discontinued operations see Note 8(b).
11


AURORA CANNABIS INC.
Consolidated Statements of Changes in Equity
Year ended March 31, 2025
(Amounts reflected in thousands of Canadian dollars, except share amounts)
Share Capital Reserves Accumulated Other Comprehensive Income (Loss)
Note Common Shares Amount
Share-Based
Compensation
Compensation
Options/
Warrants/Shares Expired
Change in
Ownership
Interest
Obligation to Issue Shares Total
Reserves
Fair
Value
Deferred
Tax
Foreign Currency Translation Total
AOCI
Deficit Non-Controlling Interests Total
# $ $ $ $ $ $ $ $ $ $ $ $ $
Balance, March 31, 2024 54,545,797  6,971,416  217,498  28,086  (86,800) 3,567  162,351  (209,658) 18,919  (15,319) (206,058) (6,367,936) 42,097  601,870 
Shares issued for business combinations —  3,177  —  —  —  (3,567) (3,567) —  —  —  —  —  —  (390)
Shares released for earn out payment related
to business combination
14(b)
1,190,432  7,452  —  —  —  —  —  —  —  —  —  —  —  7,452 
Share issuance costs —  (461) —  —  —  —  —  —  —  —  —  —  —  (461)
Exercise of stock options 15(a) 111,661  459  (459) —  —  —  (459) —  —  —  —  —  —  — 
Shares issued under share-based compensation plans 15 386,341  9,111  (8,290) —  —  —  (8,290) —  —  —  —  —  —  821 
Share-based compensation 15 —  —  8,935  —  —  —  8,935  —  —  —  —  —  —  8,935 
Put option liability —  —  —  —  —  —  —  —  —  —  —  (2,077) —  (2,077)
Comprehensive income (loss) —  —  —  —  —  —  —  —  —  (9,150) (9,150) 2,268  (677) (7,559)
Balance, March 31, 2025 56,234,231  6,991,154  217,684  28,086  (86,800) —  158,970  (209,658) 18,919  (24,469) (215,208) (6,367,745) 41,420  608,591 

The accompanying notes are an integral part of these Consolidated Financial Statements.

12


AURORA CANNABIS INC.
Consolidated Statements of Changes in Equity
Years ended March 31, 2024
(Amounts reflected in thousands of Canadian dollars, except share amounts)

Share Capital Reserves Accumulated Other Comprehensive Income (loss)
Note
Common Shares(1)
Amount
Share-Based
Compensation
Compensation
Options/
Warrants/Shares Expired
Change in
Ownership
Interest
Obligation to issue shares Total
Reserves
Fair
Value
Deferred
Tax
Foreign Currency Translation Total
AOCI
Deficit Non-Controlling Interests Total
# $ $ $ $ $ $ $ $ $ $ $ $ $
Balance, March 31, 2023
34,526,931  6,841,234  212,340  28,086  (86,800) 414  154,040  (214,391) 18,919  (16,893) (212,365) (6,292,265) 31,061  521,705 
Shares issued for business combination 6,948,994  32,915  —  —  —  3,567  3,567  —  —  —  —  —  —  36,482 
Shares released for earn out payments 14(b) 57,008  353  —  —  —  —  —  —  —  —  —  —  —  353 
Shares issued for convertible debenture repurchases 7,259,329  54,680  —  —  —  —  —  —  —  —  —  —  —  54,680 
Shares issued under equity financing 5,576,785  41,098  —  —  —  (414) (414) —  —  —  —  —  —  40,684 
Share issuance costs —  (3,215) —  —  —  —  —  —  —  —  —  —  —  (3,215)
Deferred tax on share issuance costs —  (1,278) —  —  —  —  —  —  —  —  —  —  —  (1,278)
Shares issued under share-based compensation plans
15
176,725  5,629  (5,629) —  —  —  (5,629) —  —  —  —  —  —  — 
Share-based compensation
15
—  —  10,787  —  —  —  10,787  —  —  —  —  —  —  10,787 
Put option liability —  —  —  —  —  —  —  —  —  —  —  2,119  —  2,119 
Change in ownership interests in subsidiaries —  —  —  —  —  —  —  —  —  —  —  (12,208) 14,780  2,572 
Comprehensive income (loss) —  —  —  —  —  —  —  4,733  —  1,574  6,307  (65,582) (3,744) (63,019)
Other 25  —  —  —  —  —  —  —  —  —  —  —  —  — 
Balance, March 31, 2024 54,545,797  6,971,416  217,498  28,086  (86,800) 3,567  162,351  (209,658) 18,919  (15,319) (206,058) (6,367,936) 42,097  601,870 
(1) Comparative information has been adjusted due to 1:10 reverse stock split.

The accompanying notes are an integral part of these Consolidated Financial Statements.
13


AURORA CANNABIS INC.
Consolidated Statements of Cash Flows
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars)
Years ended March 31,
Note 2025
2024(1)
$ $
Operating activities
Net income (loss) from continuing operations 15,763  (57,083)
Adjustments for non-cash items:
Unrealized gain on changes in fair value of biological assets (175,361) (134,588)
Changes in fair value of inventory and biological assets sold
141,807  80,546 
Depreciation of property, plant and equipment 21,952  31,874 
Amortization of intangible assets 11 595  901 
Share-based compensation
15
11,524  12,717 
Impairment of property, plant and equipment
7
696  4,042 
Impairment of intangible assets and goodwill 11 —  32,856 
Net interest accrual and accretion 2,465  7,923 
Interest and other income —  (33)
Deferred tax recovery (3,190) (1,667)
Other gains 17 (607) (29,091)
Foreign exchange gain (loss) (11,453) 171 
Deferred compensation amortization 20 3,805  3,807 
Cash provided by (used in) operating activities from continuing operations before changes in non-cash working capital 7,996  (47,625)
Changes in non-cash working capital 18 10,210  (15,541)
Net cash provided by (used in) operating activities from continuing operations 18,206  (63,166)
Net cash used in operating activities from discontinued operations (2,201) (5,342)
Net cash provided by (used in) operating activities 16,005  (68,508)
Investing activities
Proceeds from derivative asset and marketable securities 5,488  4,993 
Purchase of property, plant and equipment and intangible assets (18,859) (16,834)
Proceeds from disposal of property, plant and equipment and assets held for sale
8(a)
2,034  12,276 
Changes in restricted cash 2(j),18 (4,282) 2,124 
Acquisition of businesses, net of cash acquired —  (2,539)
Payment of contingent consideration —  (3,006)
Cash used in investing activities from continuing operations (15,619) (2,986)
Net cash provided by (used in) investing activities from discontinued operations 1,292  (377)
Net cash used in investing activities (14,327) (3,363)
Financing activities
Proceeds from loans and borrowings 12 11,680  14,544 
Repayment of loans and borrowings 12 (7,245) (3,042)
Repayment of convertible debenture —  (91,635)
Net principal payments of lease liabilities (5,240) (5,239)
Shares issued for cash, net of issuance costs —  37,924 
Proceeds from stock option exercise 820  — 
Cash used in financing activities from continuing operations 15  (47,448)
Net cash used in financing activities from discontinued operations (131) (475)
Net cash used in financing activities (116) (47,923)
Effect of foreign exchange on cash and cash equivalents 264  297 
Increase (decrease) in cash and cash equivalents 1,826  (119,497)
Cash and cash equivalents, beginning of period 2(j) 136,095  255,592 
Cash and cash equivalents, end of period 2(j) 137,921  136,095 
Supplemental cash flow information (Note 18)

The accompanying notes are an integral part of these Consolidated Financial Statements.

(1) Comparative information has been adjusted due to discontinued operations see Note 8(b).
14


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



Note 1    Nature of Operations

Aurora Cannabis Inc. (the “Company” or “Aurora”) was incorporated under the Business Corporations Act (British Columbia) on December 21, 2006 as Milk Capital Corp. Effective October 2, 2014, the Company changed its name to Aurora Cannabis Inc. The Company’s shares are listed on the Nasdaq Capital Market (“Nasdaq”) and the Toronto Stock Exchange (“TSX”) under the trading symbol “ACB”, and on the Frankfurt Stock Exchange (“FSE”) under the trading symbol “21P1”.

The Company’s head office and principal address is 2207 90B St. SW Edmonton, Alberta T6X 1V8. The Company’s registered and records office address is Suite 1700, 666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2X8.

The Company’s principal strategic business lines are focused on the production, distribution and sale of cannabis related products in Canada and internationally. Aurora currently conducts the following key business activities in the jurisdictions listed below:

•Production, distribution and sale of medical and consumer cannabis products in Canada pursuant to the Cannabis Act;
•Production and distribution of wholesale medical cannabis in the European Union (“EU”) pursuant to the German Medicinal Products Act and German Narcotic Drugs Act; and
•Distribution of wholesale medical cannabis in various international markets, including Australia, New Zealand, and the Caribbean.

The Company has a 50.1% controlling interest in Bevo Agtech Inc. (“Bevo”), the sole parent of Bevo Farms Ltd., a key supplier of propagated vegetables and ornamental plants in North America.

Note 2    Material Accounting Policies and Judgments

IFRS requires management to make judgments, estimates, and assumptions that affect the carrying values of certain assets and liabilities and the reported amounts of income and expenses during the period. Actual results may differ from these judgments, estimates, and assumptions.

Material accounting policies, which affect the consolidated financial statements as a whole, as well as key accounting estimates and areas of significant judgment are highlighted in this section. This note also describes changes in accounting policies, new accounting standards adopted during the current year and upcoming accounting pronouncements, which are not yet effective but are expected to impact the Company’s consolidated financial statements in the future. Accounting policies, estimates, or judgments that have a significant effect on the amounts recognized in the financial statements include, biological assets (Note 5), inventory (Note 6), impairment of non-financial assets (Note 6, Note 7, and Note 11), business combinations (Note 9), share-based compensation (Note 15), deferred taxes (Note 19), segmented information (Note 23) and the fair value of financial instruments, including put options (Note 24).

(a)    Basis of Presentation and Measurement

The consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Unless otherwise noted, all amounts are presented in thousands of Canadian dollars, except share and per share data.

The Company has reclassified certain comparative balances to conform with the current period’s presentation.

These consolidated financial statements were approved and authorized for issue by the Board of Directors of the Company on June 17, 2025.

The consolidated financial statements have been prepared on the historical cost basis, with the exception of certain financial instruments and biological assets, which are measured at fair value, as explained in the accounting policies set out below. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

The Company has prepared the consolidated financial statements on the basis that it will continue to operate as a going concern.

(b)    Basis of Consolidation

The consolidated financial statements include the financial results of the Company and its subsidiaries. Subsidiaries include entities which are wholly-owned as well as entities over which Aurora has the authority or ability to exert control over the investee’s financial and/or operating decisions (i.e. control), which in turn may affect the Company’s exposure or rights to the variable returns from the investee. The consolidated financial statements include the operating results of acquired or disposed entities from the date control is obtained or the date control is lost, respectively. All intercompany balances and transactions are eliminated upon consolidation.
15


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



The Company’s principal subsidiaries during the year ended March 31, 2025 are as follows:
Major subsidiaries Domicile Principal Activity Percentage Ownership Functional Currency
Aurora Cannabis Enterprises Inc. Canada Corporate 100% Canadian Dollar
Aurora Deutschland GmbH (“Aurora Deutschland”) Germany Propagation and distribution 100% European Euro
TerraFarma Inc. Canada Propagation facility 100% Canadian Dollar
Whistler Medical Marijuana Corporation (“Whistler”) Canada Propagation facility 100% Canadian Dollar
Bevo Agtech Inc. (“Bevo”) Canada Plant propagation facilities and headquarters 50.1% Canadian Dollar
CannaHealth Therapeutics Inc. Canada Patient counselling 100% Canadian Dollar
ACB Captive Insurance Company Inc. Canada Insurance 100% Canadian Dollar
Indica Industries Pty Ltd. (“MedReleaf Australia”) Australia Distribution of cannabis 100% Australian Dollar

All shareholdings are of ordinary shares or other equity. Other subsidiaries, while included in the consolidated financial statements, are not material and have not been reflected in the table above.

(c) Discontinued Operations

The Company reports financial results for discontinued operations separately from continuing operations to distinguish the financial impact of disposal transactions from ongoing operations. Discontinued operations reporting occurs when the disposal of a component or a group of components of the Company represents a separate major line of business or geographical area of operations that will have an impact on the Company’s operations and financial results, and where the operations and cash flows can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the Company.

The results of discontinued operations are excluded from both continuing operations and business segment information in the consolidated financial statements and the notes to the consolidated financial statements, unless otherwise noted, and are presented net of tax in the consolidated statements of income (loss) and comprehensive income (loss) for the current and comparative periods. Refer to Note 8(b) Discontinued Operations.

(d)    Foreign Currency Translation

The Company’s functional currency is the Canadian dollar. Transactions undertaken in foreign currencies are translated into Canadian dollars at daily exchange rates prevailing when the transactions occur. Monetary assets and liabilities denominated in foreign currencies are translated at period-end exchange rates and non-monetary items are translated at historical exchange rates. Realized and unrealized exchange gains and losses are recognized in the consolidated statements of income (loss) and comprehensive income (loss).

The assets and liabilities of foreign operations are translated into Canadian dollars using the period-end exchange rates. Income, expenses, and cash flows of foreign operations are translated into Canadian dollars using average exchange rates. Exchange differences resulting from the translation of foreign operations into Canadian dollars are recognized in other comprehensive income (loss) and accumulated in equity.

(e)    Cash and Cash Equivalents

Cash and cash equivalents are financial assets that are measured at amortized cost, which approximate fair value. Cash and cash equivalents includes cash deposits in financial institutions and other deposits that are highly liquid and readily convertible into cash. Included in cash and cash equivalents is $6.6 million (March 31, 2024 – $6.4 million), held to satisfy minimum statutory requirements for self insurance.

(f) Restricted Cash

Restricted cash is a financial asset measured at amortized cost, which approximates fair value. Restricted cash includes deposits for self-insurance through a segregated cell captive, cash collateral held for letters of credit and corporate credit cards.

(g)    Provisions

The Company recognizes a provision if there is a present legal or constructive obligation as a result of a past event, it is probable that the Company will be required to settle that obligation and the obligation can be reliably estimated. The amount recognized as a provision reflects management’s best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation.

An onerous contract provision is recorded when the Company has a contract under which it is more likely than not that the unavoidable costs of meeting the contractual obligations will be greater than the economic benefits that the Company expects to receive under the contract. An onerous contract provision represents the lesser of the cost of exiting from the contract and the cost of fulfilling it.

16


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



(h)    Adoption of New Accounting Pronouncements

Amendments to IAS 1: Classification of Liabilities as Current or Non-current

The amendment clarifies the requirements relating to determining if a liability should be presented as current or non-current in the statement of financial position. Under the new requirement, the assessment of whether a liability is presented as current or non-current is based on the contractual arrangements in place as at the reporting date and does not impact the amount or timing of recognition. The amendment applies retrospectively for annual reporting periods beginning on or after January 1, 2024. The Company has applied the amendments effective April 1, 2024, retrospectively and it did not impact the classification of current or non-current liabilities.

(i) New Accounting Pronouncements Not Yet Adopted

The following IFRS standards have been recently issued by the IASB. Pronouncements that are irrelevant or not expected to have a significant impact have been excluded.

IFRS 18 Presentation and Disclosures in Financial Statements

IFRS 18, Presentation and Disclosures in Financial Statements, replaces IAS 1, Presentation of Financial Statements for reporting periods beginning on or after January 1, 2027, including for interim financial statements with retrospective application. IFRS 18, introduces a specified structure for the income statement by requiring income and expenses to be presented into the three defined categories of operating, investing and financing, and by specifying certain defined totals and subtotals.

Where company-specific measures related to the income statement are provided, IFRS 18 requires companies to disclose explanations around these measures, which are referred to as management defined performance measures. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and the notes. IFRS 18 will not affect the recognition and measurement of items in the financial statements, nor will it affect which items are classified in other comprehensive income and how these items are classified. The Company is currently assessing the effect of this new standard on its financial statements.

Amendments to IFRS 9 and IFRS 7: Classification and Measurement of Financial Instruments

In May 2024, the IASB issued amendments to IFRS 9, Financial Instruments, and IFRS 7, Financial Instruments: Disclosures, relating to the classification and measurement requirements of financial instruments recognized within those standards. These amendments include, among others:

•Clarify that a financial liability is to be derecognized on the 'settlement date' and introduces an accounting policy to derecognize financial liabilities settled through an electronic payment system before settlement date if certain conditions are met; and
•Require additional disclosures for financial assets and liabilities with contractual terms that reference a contingent event and equity instruments classified at fair value through other comprehensive income.

These amendments will be effective for annual periods beginning on or after January 1, 2026 and will be applied retrospectively with an adjustment to opening retained earnings. Prior periods will not be required to be restated and can only be restated without using hindsight. The Company is currently assessing the effect of this new standard on its financial statements.

(j) Revisions to Previously Issued Financial Statements

In connection with the audit of the annual consolidated financial statements as at and for the year ended March 31, 2025, the Company identified an error in inventory and cost of sales arising from intercompany profit eliminations, resulting in an overstatement of inventory and understatement of cost of sales. Additionally, the Company understated its lease liability during a period in which a rent concession was granted by the lessor. In respect of the Company’s presentation of cash and cash equivalents and restricted cash, the Company determined that certain previously reported restricted cash held within its captives was accessible to the Company and therefore not restricted. The unrestricted portion has been reclassified to cash and cash equivalents. The Company has determined that these errors are not material to any of the Company’s previously-issued audited consolidated financial statements and unaudited condensed consolidated interim financial statements. Accordingly, the Company concluded that an amendment of previously-filed consolidated financial statements and condensed consolidated interim financial statements is not required. The revisions will be reflected in the comparative period of the Company’s prospective condensed consolidated interim financial statements filings. There is no impact to these annual consolidated financial statements, however the comparative period has been revised accordingly.

The following is a summary of the impact to the Company’s previously filed audited consolidated financial statements and unaudited condensed consolidated interim financial statements:

17


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



March 31, 2024 Previously reported Adjustments Adjusted
Consolidated statement of financial position
$ $ $
Assets
Cash and cash equivalents 113,439  22,656  136,095 
Restricted cash 65,782  (22,656) 43,126 
Total current assets 426,605  —  426,605 
Consolidated statements of cash flows - year ended
Investing activities
Restricted cash —  2,123  2,123 
Net cash used in investing activities (5,486) 2,123  (3,363)
Decrease in cash and cash equivalents (121,620) 2,123  (119,497)
Increase in restricted cash 118  (118) — 
Cash and cash equivalents, beginning of period 234,942  20,650  255,592 
Cash and cash equivalents, end of period 113,439  22,656  136,095 
18


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



June 30, 2024 - (Unaudited) Previously reported Adjustments Adjusted
Consolidated statement of financial position
$ $ $
Assets
Cash and cash equivalents 115,487  22,723  138,210 
Restricted cash 66,680  (22,723) 43,957 
Inventory 165,754  (1,629) 164,125 
Total current assets 439,366  (1,629) 437,737 
Property, plant and equipment 283,729  (261) 283,468 
Deferred tax assets 14,679  489  15,168 
Total assets 838,689  (1,401) 837,288 
Liabilities
Lease liabilities long term 44,906  257  45,163 
Deficit (6,366,257) (1,658) (6,367,915)
Total liabilities and equity 838,689  (1,401) 837,288 
Consolidated statements of income (loss) and comprehensive income (loss) - three months ended
Cost of sales 53,310  1,629  54,939 
Gross profit 44,546  (1,629) 42,917 
General and administration 22,524  229  22,753 
Income (loss) from operations 877  (1,858) (981)
Finance and other costs (1,736) (25) (1,761)
Income before taxes 7,701  (1,883) 5,818 
Deferred income tax recovery (expense) (2,036) 489  (1,547)
Net income 5,148  (1,394) 3,754 
Comprehensive income 2,908  (1,394) 1,514 
Income per share - basic and diluted 0.13  (0.03) 0.10 
Continuing operations 0.12  (0.03) 0.09 
Discontinued operations 0.01  —  0.01 
Consolidated statements of cash flows - three months ended
Investing activities
Restricted cash —  (830) (830)
Net cash used in investing activities 814  (830) (16)
Increase in cash and cash equivalents 2,946  (830) 2,116 
Decrease in restricted cash (898) 898  — 
Cash and cash equivalents, beginning of period 113,439  22,656  136,095 
Cash and cash equivalents, end of period 115,487  22,723  138,210 

19


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



September 30, 2024 - (Unaudited) Previously reported Adjustments Adjusted
Consolidated statement of financial position
$ $ $
Assets
Cash and cash equivalents 84,921  22,648  107,569 
Restricted cash 66,678  (22,648) 44,030 
Inventory 170,986  (1,604) 169,382 
Total current assets 417,675  (1,604) 416,071 
Property, plant and equipment 276,482  (261) 276,221 
Deferred tax assets 14,621  482  15,103 
Total assets 808,774  (1,383) 807,391 
Liabilities
Lease liabilities long term 38,397  515  38,912 
Deficit (6,381,444) (1,898) (6,383,342)
Total liabilities and equity 808,774  (1,383) 807,391 
Consolidated statements of income (loss) and comprehensive income (loss) - six months ended
Cost of sales 95,239  1,604  96,843 
Gross profit 86,711  (1,604) 85,107 
General and administration 44,560  458  45,018 
Loss from operations (1,515) (2,062) (3,577)
Finance and other costs (3,872) (54) (3,926)
Income before taxes 8,304  (2,116) 6,188 
Deferred income tax recovery (expense) —  482  482 
Net loss (7,817) (1,634) (9,451)
Comprehensive loss (16,046) (1,634) (17,680)
Income (loss) per share - basic and diluted (0.10) (0.03) (0.13)
Continuing operations 0.16  (0.03) 0.13 
Discontinued operations (0.26) —  (0.26)
Consolidated statements of cash flows - six months ended
Investing activities
Restricted cash —  (903) (903)
Net cash used in investing activities (2,824) (903) (3,727)
Financing activities
Decrease in restricted cash (898) 898  — 
Net cash used in financing activities (3,242) 898  (2,344)
Decrease in cash and cash equivalents (28,518) (5) (28,523)
Cash and cash equivalents, beginning of period 113,439  22,656  136,095 
Cash and cash equivalents, end of period 84,921  22,648  107,569 
20


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



December 31, 2024 - (Unaudited) Previously reported Adjustments Adjusted
Consolidated statement of financial position
$ $ $
Assets
Cash and cash equivalents 108,711  23,914  132,625 
Restricted cash 71,467  (23,914) 47,553 
Inventory 192,385  (5,663) 186,722 
Total current assets 494,211  (5,663) 488,548 
Property, plant and equipment 270,660  (261) 270,399 
Deferred tax assets —  1,700  1,700 
Total assets 866,521  (4,224) 862,297 
Liabilities
Lease liabilities long term 36,904  792  37,696 
Deficit (6,353,069) (5,016) (6,358,085)
Total liabilities and equity 866,521  (4,224) 862,297 
Consolidated statements of income (loss) and comprehensive income (loss) - nine months ended
Cost of sales 136,057  5,662  141,719 
Gross profit 165,706  (5,662) 160,044 
General and administration 68,003  702  68,705 
Income from operations 35,341  (6,364) 28,977 
Finance and other costs (5,814) (88) (5,902)
Income before taxes 40,373  (6,452) 33,921 
Deferred income tax recovery (expense) 1,700  1,704 
Net income 23,526  (4,752) 18,774 
Comprehensive income 15,042  (4,752) 10,290 
Income (loss) per share - basic 0.48  (0.09) 0.39 
Continuing operations 0.74  (0.09) 0.65 
Discontinued operations (0.26) —  (0.26)
Income (loss) per share - diluted 0.47  (0.09) 0.38 
Continuing operations 0.73  (0.09) 0.64 
Discontinued operations (0.26) —  (0.26)
Consolidated statements of cash flows - nine months ended
Investing activities
Restricted cash —  (4,426) (4,426)
Net cash used in investing activities (6,036) (4,426) (10,462)
Financing activities
Decrease in restricted cash (5,687) 5,687  — 
Net cash used in financing activities (8,686) 5,687  (2,999)
Decrease in cash and cash equivalents (4,728) 1,261  (3,467)
Cash and cash equivalents, beginning of period 113,439  22,656  136,095 
Cash and cash equivalents, end of period 108,711  23,914  132,625 


21


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



Note 3    Accounts Receivable

Accounting Policy

Accounts receivable are recognized initially at fair value and subsequently measured at amortized cost, less any provisions for impairment. Financial assets measured at amortized cost are assessed for impairment at the end of each reporting period. Impairment provisions are estimated using the expected credit loss impairment model where any expected future credit losses are provided for, irrespective of whether a loss event has occurred at the reporting date.

Estimates of expected credit losses take into account the Company’s collection history, deterioration of collection rates during the average credit period, as well as observable changes in and forecasts of future economic conditions that affect default risk. Where applicable, the carrying amount of a trade receivable is reduced for any expected credit losses. Changes in the allowance for expected credit losses are recognized in the consolidated statements of income (loss) and comprehensive income (loss). Accounts receivables are written off when they are deemed uncollectible.
Notes March 31, 2025 March 31, 2024
$ $
Trade receivables, net (1)
25(a) 35,018  40,542 
Sales taxes receivable 3,087  1,511 
Lease receivable 25(a) 1,585  2,460 
Other receivables, net (1)
2,780  898 
42,470  45,411 
(1)    Refer to (Note 25(a)) for credit risk loss provisions.


Note 4    Marketable Securities


Accounting Policy

Marketable securities are initially measured at fair value and are subsequently measured at fair value through profit or loss (“FVTPL”) or are designated at fair value through other comprehensive income (loss) (“FVTOCI”), at the election of the Company. The designation of FVTOCI is made on an instrument by instrument basis and if elected, subsequent changes in fair value are recognized in other comprehensive income (loss) and not through profit or loss on disposition.
As at March 31, 2025, the Company held the following marketable securities:
Financial asset hierarchy level Level 1
FVTPL
$
Balance, March 31, 2023 — 
Additions 5,025 
Disposals (2,179)
Unrealized gain on changes in fair value 1,190 
Balance, March 31, 2024 4,036 
Additions 554 
Disposals (4,700)
Realized gain on disposal 664 
Balance, March 31, 2025
554 

22


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



Note 5    Biological Assets

Accounting Policy

The Company defines biological assets as living plants up to the point of harvest. Biological assets are measured at fair value less costs to sell at the end of each reporting period in accordance with IAS 41 - Agriculture using the income approach. The Company utilizes an income approach to determine the fair value less cost to sell at a specific measurement date, based on the existing plants’ stage of completion up to the point of harvest. The Company cultivates cannabis and propagation plants biological assets. For cannabis plants, the stage of completion is determined based on the specific date of clipping the mother plant, the period-end reporting date, the average growth rate for the strain and facility environment and is calculated on a weighted average basis for the number of plants in the specific lot. Propagation plants are comprised solely of plants from the Bevo business, and are sold as living plants to customers and therefore not harvested into inventory. For propagation plants, the stage of completion is determined based on the propagation date, the promised date, and the period-end reporting date.
The following inputs and assumptions are all categorized within Level 3 on the fair value hierarchy and were used in determining the fair value of cannabis biological assets:
Inputs and assumptions
Description
Correlation between inputs and fair value
Average selling price per gram Represents the average selling price per gram of dried cannabis net of excise taxes, where applicable, for the period for all strains of cannabis sold, which is expected to approximate future selling prices. If the average selling price per gram were higher (lower), estimated fair value would increase (decrease).
Weighted average yield per plant Represents the weighted average number of grams of dried cannabis inventory expected to be harvested from each cannabis plant. If the weighted average yield per plant was higher (lower), estimated fair value would increase (decrease).
Cost per gram to complete production Based on actual production costs incurred divided by the grams produced in the period. If the cost per gram to complete production was lower (higher), estimated fair value would increase (decrease).
Stage of completion in the production process Calculated by taking the weighted average number of days in production over a total average grow cycle of approximately twelve weeks. If the number of days in production was higher (lower), estimated fair value would increase (decrease).
Production costs are capitalized to cannabis biological assets and include all direct and indirect costs relating to biological transformation. Costs include direct costs of production, such as labor, growing materials, as well as indirect costs such as indirect labor and benefits, quality control costs, depreciation on production equipment, and overhead expenses including rent and utilities.

The following inputs and assumptions are all categorized within Level 3 on the fair value hierarchy and were used in determining the fair value of propagation plants biological assets:
Inputs and assumptions
Description
Correlation between inputs and fair value
Selling price per plant Represents selling price per plant, which is based on committed purchase plans or approximate future selling price. If selling price per plant were higher (lower), estimated fair value would increase (decrease).
Stage of completion in the production process Calculated by taking the number of days in production over the promised date less the propagation date. If the number of days in production was higher (lower), estimated fair value would increase (decrease).
Production costs are capitalized to propagation plants biological assets based on a rolling gross margin rate and includes all direct and indirect costs relating to biological transformation. Costs include direct costs of production, such as labor, growing materials, as well as indirect costs such as indirect labor and benefits, quality control costs, depreciation on production equipment, and overhead expenses including rent and utilities.








23


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



The following is a breakdown of biological assets:

March 31, 2025
March 31, 2024
$ $
Indoor cannabis production facilities 18,368  21,522 
Plant propagation production facilities 32,800  21,252 
51,168  42,774 

The changes in the carrying value of biological assets during the period are as follows:
March 31, 2025
March 31, 2024
$ $
Balance, beginning of period 42,774  22,690 
Production costs capitalized
116,915  85,766 
 Sale of biological assets (58,038) (39,218)
 Change in inventory provision (246) (1,126)
 Foreign currency translation 29  (3)
Changes in fair value less cost to sell due to biological transformation
175,361  134,588 
Transferred to inventory upon harvest
(225,627) (159,923)
Balance, end of period 51,168  42,774 


During the year ended March 31, 2025, biological assets expensed to cost of sales of $58.0 million (year ended March 31, 2024 – $39.2 million) including $9.8 million (year ended March 31, 2024 – $8.1 million) related to the changes in fair value of biological assets sold.

a) Indoor cannabis production facilities

The following table highlights the sensitivities and impact of changes in significant assumptions on the fair value of biological assets grown at indoor cannabis production facilities:
Significant inputs & assumptions(1)
Range of inputs Sensitivity Impact on fair value
March 31,
2025
March 31, 2024 March 31,
2025
March 31, 2024
Average selling price per gram $6.61  $4.88 
Increase or decrease of $1.00 per gram
$3,401  $5,490 
Weighted average yield (grams per plant) 73.46  68.61 
Increase or decrease by 5 grams per plant
$1,823  $1,538 
Cost per gram to complete production $1.40  $0.99 
Increase or decrease of $1.00 per gram
$3,466  $5,619 
(1)Significant inputs and assumptions are in whole numbers as indicated.

As of March 31, 2025, the weighted average fair value less cost to complete and cost to sell a gram of dried cannabis produced at the Company’s indoor cannabis cultivation facilities was $3.62 per gram (March 31, 2024 – $3.76 per gram) and the stage of completion of indoor cannabis was 44% (March 31, 2024 - 49%). There is no outdoor propagation at March 31, 2025 and March 31, 2024, the outdoor propagation season commences in May.

During the year ended March 31, 2025, the Company’s indoor cannabis biological assets produced 48,112 kilograms of dried cannabis (March 31, 2024 – 44,096 kilograms).


24


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



b) Plant propagation production facilities

The following table highlights the sensitivities and impact of changes in significant assumptions on the fair value of biological assets grown at plant propagation production facilities:
Significant inputs & assumptions(1)
Range of inputs Sensitivity Impact on fair value
March 31,
2025
March 31, 2024 March 31,
2025
March 31, 2024
Average selling price per floral/bedding plant $7.38  $7.77 
Increase or decrease by 10%
$2,963  $2,360 
Average stage of completion in the production process 69  % 59  %
Increase or decrease by 10%
$1,894  $3,464 
(1)Significant inputs and assumptions are in whole numbers as indicated.

As of March 31, 2025, the weighted average fair value less cost to complete and cost to sell per propagation plant was $3.77 per plant (March 31, 2024 – $2.87).

c) Outdoor cannabis production facilities

As at March 31, 2025, the Company did not have any outdoor cannabis plants included in biological assets.

During the year ended March 31, 2025, the Company’s outdoor cannabis biological assets produced 7,681 kilograms (March 31, 2024 – 14,683) of fresh frozen weight of cannabis.

Note 6    Inventory

Accounting Policy

The Company defines inventory as all cannabis products after the point of harvest (“Cannabis Inventory”), hemp products, purchased finished goods for resale, consumable supplies and accessories. Cannabis Inventory includes harvested cannabis, trim, cannabis oils, capsules, edibles and vaporizers.

Inventories of harvested cannabis are transferred from biological assets at fair value less costs to sell at the point of harvest, which becomes the deemed cost. By-products, such as trim, are measured at their net realizable value (“NRV”) at point of harvest which is deducted from the total deemed cost to give a net cost for the primary product. Any subsequent post-harvest costs are capitalized to Cannabis Inventory to the extent that the cost is less than NRV. NRV for work-in-process (“WIP”) and finished Cannabis Inventory is determined by deducting estimated remaining conversion/completion costs and selling costs from the estimated sale price achievable in the ordinary course of business. Conversion and selling costs are determined using average cost. In the period that Cannabis Inventory is sold, the fair value portion of the deemed cost is recorded within changes in fair value of inventory sold line, and the cost of such Cannabis Inventory, including direct and indirect costs, are recorded within the cost of sales line on the consolidated statements of income (loss) and comprehensive income (loss).

Products for resale, consumable supplies and accessories are initially recognized at cost and subsequently valued at the lower of cost and NRV. The Company reviews these types of inventory for obsolescence, redundancy and slow turnover to ensure that they are written-down and reflected at NRV. Inventory purchased from third parties are measured at weighted-average cost. Medreleaf Australia measures inventory at first-in first-out.


The Company uses judgment in determining the NRV of inventory. When assessing NRV, the Company considers the impact of the average selling price per gram, inventory spoilage, inventory excess, age and damage.
25


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



The following is a breakdown of inventory:
March 31, 2025 March 31, 2024
Capitalized
cost
Fair value
adjustment
Carrying
value
Capitalized
cost
Fair value
adjustment
Carrying
value
$ $ $ $ $ $
Harvested cannabis
Work-in-process
40,369  52,740  93,109  25,977  32,519  58,496 
Finished goods
20,655  30,267  50,922  34,871  10,782  45,653 
61,024  83,007  144,031  60,848  43,301  104,149 
Extracted cannabis
Work-in-process
10,980  4,917  15,897  8,674  4,428  13,102 
Finished goods
12,998  2,686  15,684  8,749  590  9,339 
23,978  7,603  31,581  17,423  5,018  22,441 
Supplies and consumables 11,402  —  11,402  14,987  —  14,987 
Merchandise and accessories 911  —  911  2,025  —  2,025 
Ending balance 97,315  90,610  187,925  95,283  48,319  143,602 


During the year ended March 31, 2025, inventory expensed to cost of sales was $273.0 million (year ended March 31, 2024 – $233.3 million), which included $132.0 million (year ended March 31, 2024 – $72.5 million) related to the changes in fair value of inventory sold.
During the year ended March 31, 2025, the Company recognized $65.5 million in inventory provisions (year ended March 31, 2024 – $73.4 million) consisting of cost of sales of $15.6 million (year ended March 31, 2024 – $28.5 million) and changes in fair value of inventory sold of $49.8 million (year ended March 31, 2024 – $44.9 million).
26


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



Note 7    Property, Plant and Equipment

Accounting Policy

Owned Assets

Property, plant and equipment is measured at cost, net of accumulated depreciation and any impairment losses.

Cost includes expenditures that are directly attributable to the asset acquisition. The cost of self-constructed assets includes the cost of materials, direct labor, other costs directly attributable to make the asset available for its intended use, as well as relevant borrowing costs on qualifying assets as further described below. During their construction, property, plant and equipment are classified as construction in progress (“CIP”) and are not subject to depreciation. When the asset is available for use, it is transferred from CIP to the relevant category of property, plant and equipment and depreciation commences.

Where particular parts of an asset are significant, discrete and have distinct useful lives, the Company may allocate the associated costs between the various components, which are then separately depreciated over the estimated useful lives of each respective component. Depreciation is calculated on a straight-line basis over the following estimated useful lives:

Computer software and equipment 3 - 5 years
Production equipment 5 - 10 years
Furniture and fixtures 5 years
Building and improvements 10 - 30 years

Residual values, useful lives and depreciation methods are reviewed annually and changes are accounted for prospectively.

Gains and losses on asset disposals are determined by deducting the carrying value from the sale proceeds and are recognized in profit or loss.

The Company capitalizes borrowing costs on qualifying capital construction projects. Upon the asset becoming available for use, capitalization of borrowing costs ceases and depreciation commences on a straight-line basis over the estimated useful life of the related asset.

Right-of-use leased assets

Right-of-use assets are measured at cost, which is calculated as the amount of the initial measurement of lease liability plus any lease payments made at or before the commencement date, any initial direct costs and related restoration costs. The right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the useful life of the underlying asset. The depreciation is recognized from the commencement date of the lease.

If the right-of-use asset is subsequently leased to a third party (a “sublease”), the Company will assess the classification of the sublease as to whether it is a finance or operating lease. Subleases that are classified as an operating lease will recognize lease income while a finance lease will recognize a lease receivable and derecognize the carrying value of the right-of-use asset, with the difference recorded in profit of loss.

Impairment of property, plant and equipment

The Company assesses impairment of property, plant and equipment when an impairment indicator arises (e.g. change in use or discontinued use, obsolescence or physical damage). When the asset does not generate cash inflows that are largely independent of those from other assets or group of assets, the asset is tested at the cash generating unit (“CGU”) level. In assessing impairment, the Company compares the carrying amount of the asset or CGU to the recoverable amount, which is determined as the higher of the asset or CGU’s fair value less costs of disposal and its value-in-use. Value-in-use is assessed based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects applicable market and economic conditions, the time value of money and the risks specific to the asset. An impairment loss is recognized whenever the carrying amount of the asset or CGU exceeds its recoverable amount and is recorded in the consolidated statements of income (loss) and comprehensive income (loss).
27


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



The following summarizes the carrying values of property, plant and equipment for the periods reflected:
March 31, 2025 March 31, 2024
Cost Accumulated depreciation Impairment Net book value Cost Accumulated depreciation Impairment Net book value
$ $ $ $ $ $ $ $
Owned assets
Land 43,937  —  —  43,937  43,914  —  —  43,914 
Buildings 242,939  (111,596) —  131,343  242,052  (97,885) (300) 143,867 
Construction in progress 27,153  —  —  27,153  26,330  —  (645) 25,685 
Computer software & equipment
31,963  (30,767) —  1,196  31,333  (30,135) —  1,198 
Furniture & fixtures 7,614  (6,619) —  995  7,900  (6,444) —  1,456 
Production & other equipment 152,406  (116,087) (129) 36,190  154,042  (106,370) (202) 47,470 
Total owned assets 506,012  (265,069) (129) 240,814  505,571  (240,834) (1,147) 263,590 
Right-of-use leased assets
Land 13,494  (1,865) —  11,629  13,890  (1,601) —  12,289 
Buildings 34,801  (18,846) (567) 15,388  37,252  (16,640) (2,512) 18,100 
Production & other equipment 5,466  (5,190) —  276  5,290  (4,945) —  345 
Total right-of-use lease assets 53,761  (25,901) (567) 27,293  56,432  (23,186) (2,512) 30,734 
Total property, plant and equipment 559,773  (290,970) (696) 268,107  562,003  (264,020) (3,659) 294,324 

The following summarizes the changes in the net book values of property, plant and equipment for the periods presented:
Balance, March 31, 2024 Additions Disposals
Other (1)
Depreciation Impairment Foreign currency translation Balance, March 31, 2025
$ $ $ $ $ $ $ $
Owned assets
Land 43,914  —  —  —  —  —  23  43,937 
Buildings 143,867  1,093  —  (789) (12,622) —  (206) 131,343 
Construction in progress 25,685  12,929  —  (11,489) —  —  28  27,153 
Computer software & equipment
1,198  619  —  (28) (593) —  —  1,196 
Furniture & fixtures 1,456  69  (13) (105) (439) —  27  995 
Production & other equipment
47,470  960  (323) (1,406) (10,495) (129) 113  36,190 
Total owned assets 263,590  15,670  (336) (13,817) (24,149) (129) (15) 240,814 
Right-of-use leased assets
Land 12,289  —  —  (396) (264) —  —  11,629 
Buildings 18,100  7,406  (562) (6,475) (2,773) (567) 259  15,388 
Production & other equipment
345  203  —  (25) (259) —  12  276 
Total right-of-use lease assets
30,734  7,609  (562) (6,896) (3,296) (567) 271  27,293 
Total property, plant and equipment
294,324  23,279  (898) (20,713) (27,445) (696) 256  268,107 
(1)Includes reclassification of construction in progress cost when associated projects are complete, transfers to assets held for sale, and remeasurement of right-of-use assets. (Note 8).


28


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



Balance, March 31, 2023 Additions Additions from business combinations Disposals
Other (1)
Depreciation Impairment Foreign currency translation
Balance, March 31, 2024
$ $ $ $ $ $ $ $ $
Owned assets
Land 50,257  —  1,497  —  (7,779) —  —  (61) 43,914 
Real estate 151,623  1,168  —  (212) 3,435  (12,397) (300) 550  143,867 
Construction in progress 25,618  10,239  —  (2,137) (7,760) (145) (645) 515  25,685 
Computer software & equipment
1,723  313  —  (26) (12) (797) —  (3) 1,198 
Furniture & fixtures 1,796  407  —  (11) 159  (883) —  (12) 1,456 
Production & other equipment
57,849  3,026  —  (1,232) 4,340  (16,325) (202) 14  47,470 
Total owned assets 288,866  15,153  1,497  (3,618) (7,617) (30,547) (1,147) 1,003  263,590 
Right-of-use leased assets
Land 12,545  —  —  —  —  (255) —  (1) 12,289 
Real estate 20,953  5,232  298  (2,355) (388) (3,098) (2,512) (30) 18,100 
Production & other equipment
605  87  —  (68) —  (277) —  (2) 345 
Total right-of-use lease assets
34,103  5,319  298  (2,423) (388) (3,630) (2,512) (33) 30,734 
Total property, plant and equipment
322,969  20,472  1,795  (6,041) (8,005) (34,177) (3,659) 970  294,324 
(1)Includes reclassification of construction in progress cost when associated projects are complete and transfers to assets held for sale (Note 8).

Depreciation relating to manufacturing equipment and production facilities for owned and right-of-use leased assets is capitalized to inventory and is expensed to cost of sales upon the sale of goods. During the year ended March 31, 2025, the Company recognized $27.4 million (year ended March 31, 2024 – $34.2 million) of depreciation expense of which $16.4 million (year ended March 31, 2024 – $20.1 million) was reflected in cost of sales. Included in inventory as at March 31, 2025 in the consolidated statements of financial position is capitalized depreciation of $5.1 million (March 31, 2024 – $6.1 million).

(a)    Asset Specific Impairments

During the year ended March 31, 2025, the Company recorded impairment to certain production and other equipment for $0.7 million (March 31, 2024 – $0.6 million), unrelated to its annual impairment testing.

During the year ended March 31, 2024, the Company recorded an impairment loss of $1.2 million during the transfer of certain assets to assets held for sale (Note 8). The impairment loss was recorded as impairment to property, plant and equipment in the consolidated statements of loss and comprehensive loss and allocated to the cannabis operating segment (Note 23). Additionally, the Company recognized impairment losses within its cannabis operating segment and Canadian CGU, and allocated impairment losses of $2.8 million to property, plant and equipment based on their recoverable amounts valued at FVLCD.


29


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



Note 8    Assets Held for Sale and Discontinued Operations

Accounting Policy

Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for-sale if it is highly probable that they will be recovered primarily through sale rather than through continued use. Such assets, or disposal groups, are generally measured at the lower of their carrying amount and the fair value less costs of disposal. Impairment losses recognized upon initial classification as held-for-sale and subsequent gains and losses on re-measurement are recognized in the consolidated statements of income (loss) and comprehensive income (loss). Once classified as held-for-sale, intangible assets and property, plant and equipment are no longer amortized or depreciated.

(a)    Assets Held for Sale

Assets held for sale are comprised of the following:
Whistler Alpha Lake European
R&D Facility &
Land
Equipment ICC Total
$ $ $ $ $
Balance, March 31 2023 638  —  —  —  638 
Additions —  8,919  1,800  199  10,918 
Impairment —  (585) —  —  (585)
Foreign exchange —  (1) —  —  (1)
Proceeds from disposal (2,270) (8,333) (600) —  (11,203)
Gain on disposal (1)
1,632  —  —  —  1,632 
Balance, March 31, 2024 1,200 199 1,399
Additions —  —  —  14,089  14,089 
Impairment —  —  —  (11,643) (11,643)
Foreign exchange —  —  —  57  57 
Proceeds from disposal —  —  (1,200) (1,199) (2,399)
Assignment of liabilities held for sale —  —  —  (1,281) (1,281)
Balance, March 31, 2025 222 222
(1) The loss on disposal is recognized in other gains (losses) (Note 17) in the consolidated statements of income (loss) and comprehensive income (loss).

ICC

In June 2024, the Company made a formal decision to exit from its operations in Uruguay that are operated through its wholly-owned subsidiary ICC Labs Inc. (“ICC”). During the year ended March 31, 2025, the Company recognized an impairment loss of $11.6 million to record the assets held for sale at their fair value less costs to sell. ICC was previously included in the Cannabis operating segment. The impairment was recorded to net loss from discontinued operations on the consolidated statements of income (loss) and comprehensive income (loss).

During the year ended March 31, 2025, the Company closed an asset sale agreement for the sale of the majority of ICC’s property, plant and equipment in Uruguay in consideration of cash proceeds of $1.2 million (U.S.$0.9 million) and assignment of the lease liability of $1.3 million. On November 29, 2024, the Company signed an agreement to sell the remaining assets and liabilities held for sale by way of a share sale of ICC’s wholly owned operating subsidiary. Subsequent to March 31, 2025, the Company received the requisite regulatory approval for the share sale of ICC. The share sale is expected to close in Q2 2025.

Whistler Alpha Lake

During the year ended March 31, 2024, the facility was sold for net proceeds of $2.3 million. The Company recognized a gain of $1.6 million on disposal, which is recognized in other gains (losses) in the consolidated statements of income (loss) and comprehensive income (loss) (Note 17).

European R&D Facility and Land

During the year ended March 31, 2024, the Company decided to sell a European R&D Facility and to exit the agreement with its partners in Growery B.V. (“Growery”), one of the license holders entitled to participate in the Netherlands’ still-pending Controlled Cannabis Supply Chain Experiment. As a result, the Company reclassified the related property, plant, and equipment of $8.9 million to assets held for sale. On November 3, 2023, the Company sold its interest in Aurora Netherland B.V., a subsidiary that owns the R&D facility and related assets of Growery for gross proceeds of approximately $8.3 million (Euro €5.8 million) and recognized an impairment loss of $0.6 million (Euro €0.4 million). Following the sale, Netherlands is recognized as loss of control in non-controlling interests (Note 10).


30


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



(b)    Discontinued Operations

In connection with the closure of the Aurora Nordic facility, Reliva, the dissolution of its partnership in Growery B.V., during the year ended March 31, 2024 and the decision to exit its ICC operations in Uruguay during the year ended March 31, 2025, the Company has reported these previously designated cash generating units as discontinued operations

The following table summarizes the Company's discontinued operations for the respective periods:

Years ended March 31,
2025 2024
$ $
Revenue 347  1,069 
Cost of sales 1,805  6,923 
Changes in fair value of inventory and biological assets sold —  5,644 
Unrealized gain on changes in fair value of biological assets —  (4,411)
Gross loss (1,458) (7,087)
Operating expenses 1,515  3,423 
Other income (696) (1,058)
Impairment of property, plant, and equipment 11,870  287 
Loss on disposal of discontinued operations —  2,411 
Income taxes 25  93 
12,714  5,156 
Net loss from discontinued operations (14,172) (12,243)



31


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



Note 9     Business Combinations

Accounting Policy

A business combination is a transaction or event in which an acquirer obtains control of one or more businesses and is accounted for using the acquisition method. The total consideration paid for the acquisition is the aggregate of the fair values of assets acquired, liabilities assumed, and equity instruments issued in exchange for control of the acquiree at the acquisition date. The acquisition date is the date when the Company obtains control of the acquiree. The identifiable assets acquired and liabilities assumed are recognized at their acquisition date fair values, except for deferred taxes and share-based payment awards where IFRS provides exceptions to recording the amounts at fair value. Goodwill represents the difference between the fair value of total consideration paid and the fair value of the net identifiable assets acquired. Acquisition costs incurred are expensed through the consolidated statements of income (loss) and comprehensive income (loss).

Contingent consideration is measured at its acquisition date fair value and is included as part of the consideration transferred in a business combination, subject to the applicable terms and conditions. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IFRS 9 Financial Instruments with the corresponding gain or loss recognized in profit or loss.

Based on the facts and circumstances that existed at the acquisition date, management will perform a valuation analysis to allocate the purchase price based on the fair values of the identifiable assets acquired and liabilities assumed on the acquisition date. Management has one year from the acquisition date to confirm and finalize the facts and circumstances that support the finalized fair value analysis and related purchase price allocation. Until such time, these values are provisionally reported and are subject to change. Changes to fair values and allocations are retrospectively adjusted in subsequent periods.

In determining the fair value of all identifiable assets acquired and liabilities assumed, the most significant estimates generally relate to contingent consideration, intangible assets and property, plant and equipment. Management exercises judgment in estimating the probability and timing of when earn-out milestones are expected to be achieved, which is used as the basis for estimating fair value. Identified intangible assets are fair valued using appropriate valuation techniques which are generally based on a forecast of the total expected future net cash flows of the acquiree. Valuations are highly dependent on the inputs used and assumptions made by management regarding the future performance of these assets and any changes in the discount rate applied. Property, plant and equipment are fair valued using a combination of the cost approach and sales comparison approach.

Acquisitions that do not meet the definition of a business combination are accounted for as asset acquisitions. Consideration paid for an asset acquisition is allocated to the individual identifiable assets acquired and liabilities assumed based on their relative fair values. Asset acquisitions do not give rise to goodwill.

MedReleaf Australia

On February 7, 2024, a wholly owned subsidiary of the Company acquired the remaining 90.43% interest in Indica Industries Pty Ltd. (“MedReleaf Australia” or “MRA”) an Australian domiciled company, for total purchase price consideration of approximately $44.3 million (AUS$51.0 million), comprised of cash consideration of approximately $8.2 million (AUS$9.5 million) and issuance of Common Shares of 6,948,994(1) with a fair value of $36.1 million (AUS$41.6 million). Given the Company’s ownership interest of 9.57% prior to the acquisition, the Company applied step acquisition accounting requiring a disposal of its current position based on the fair value of its ownership interest immediately before acquisition. As a result, the Company recognized a gain on disposal of $4.7 million (AUS$5.4 million), recorded as other comprehensive income in the consolidated statements of income (loss) and comprehensive income (loss) with a corresponding increase to the total purchase price consideration. The Company acquired the remaining interest in MRA to secure its distribution and market share in a key export market.

The total purchase price consideration includes cash held in escrow of approximately $0.8 million (AUS$0.9 million) for working capital and specified indemnifications obligations and 676,579 Common Shares with a fair value of $3.6 million (AUS$4.0 million) on closing, held in escrow. The indemnification period is up to one year following the close of the transaction, with an exception for certain tax superannuation claims, which expire five years from closing, and certain other specified claims that survive until the applicable statute of limitations. Total transactions costs of $2.2 million were expensed to acquisition costs in the consolidated statements of income (loss) and comprehensive income (loss).

Goodwill arising from the acquisition represents future income, projected growth in the Australian marketplace, and other intangibles that do not qualify for separate recognition. The goodwill is allocated to the Cannabis Operating segment.

During the year end March 31, 2025, the values assigned, including the related goodwill and deferred tax assets and liabilities were finalized, after adjusting the total consideration through goodwill for approximately $0.4 million prior to finalizing the purchase price allocation in the second quarter of fiscal 2025. The cash consideration and the Common Shares held in escrow were released after the one year indemnification period, with no adjustments.




32


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



Allocation of consideration
$
Cash paid 8,249 
Common shares issued 36,092 
Total purchase price for remaining 90.43% interest
44,341 
Fair value of existing ownership 4,734 
Total fair value of consideration 49,075 
Final fair value of net identifiable assets
Cash 5,710 
Accounts receivable 4,785 
Inventory 10,464 
Prepaid expenses and other current assets 80 
Property, plant and equipment 1,795 
Intangible assets:
Licenses 5,500 
Brand 7,500 
35,834 
Accounts payable and accrued liabilities 10,206 
Income taxes payable 317 
Lease liability 311 
10,834 
Final purchase price allocation
Net identifiable assets acquired 25,000 
Goodwill 24,075 
49,075 
Net cash outflows
Cash consideration paid (8,249)
Cash acquired 5,710 
(2,539)

For year ended March 31, 2024, MedReleaf Australia accounted for $2.8 million in revenue and $0.9 million in net loss since the February 7, 2024 acquisition date. If the acquisition had been completed on April 1, 2023, the Company estimates that MedReleaf Australia would have accounted for $44.4 million in revenue and $6.1 million in net profit for the year ended March 31, 2024.


Note 10     Non-controlling Interest (“NCI”)


Accounting Policy

Non-controlling interests (“NCI”) are initially recognized either at fair value or at the NCI’s proportionate share of the acquiree’s net assets, and subsequently adjusted for the proportionate share of earnings (loss). For each acquisition, the excess of the total consideration, the fair value of previously held equity interests held prior to obtaining control and the NCI in the acquiree, over the fair value of the identifiable net assets acquired, is recorded as goodwill.

33


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



The change in non-controlling interest is as follows:

Bevo Other Total
$ $ $
Balance, March 31, 2023
32,904  (1,843) 31,061 
Discontinued operations (Note 8)
—  2,572  2,572 
Change in ownership interests in net assets 12,208  —  12,208 
Share of loss for the period (3,519) (225) (3,744)
Balance, March 31, 2024
41,593  504  42,097 
Share of loss for the period (677) —  (677)
Balance, March 31, 2025
40,916  504  41,420 

Bevo

In August 2022, a wholly-owned subsidiary of the Company acquired a 50.1% (49.9% non-controlling interest) controlling interest in Bevo Agtech Inc, the sole parent of Bevo Farms Ltd., (“Bevo”) one of the largest suppliers of propagated vegetables and ornamental plants in North America. Bevo principal operations are located in British Columbia, Canada. The Company has a 50.1% controlling stake in the subsidiary (49.9% non-controlling interest).

In August 2022, the Company entered into an agreement to sell its Aurora Sky facility in Edmonton, Alberta and related assets and liabilities to Bevo (the “Aurora Sky Transaction”). Up to $25.0 million could be payable over time by Bevo to the Company in connection with the Aurora Sky Transaction, based on Bevo successfully achieving certain financial milestones at the Aurora Sky Facility. The Aurora Sky Transaction closed on September 30, 2022. The Company recognized the inter-company transfer of net assets to Bevo at cost and recorded an increase in non-controlling interest equal to the non-controlling interest’s proportionate share of the carrying value of the net assets transferred of $12.2 million with a corresponding decrease to deficit on the consolidated statements of financial position.

In July 2023, the Company sold its interest in Aurora Sun facility located in Medicine Hat, Alberta, to Bevo by way of share sale. The Share Purchase Sale agreement requires Bevo to invest a specified amount in capital expenditures for expansion. The Company will receive royalties up to $16.0 million, upon Bevo achieving certain financial thresholds.

The following table is a summary of financial information for material subsidiaries that have a non-controlling interest:

Summary of Statement of Financial Position
March 31, 2025
March 31, 2024
$ $
Current assets 46,522  35,813 
Non-current assets 141,359  91,759 
Current liabilities 38,242  62,323 
Non-current liabilities 55,335  4,900 


34


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



Note 11    Intangible Assets and Goodwill

Accounting Policy

Intangible assets

Intangible assets are recorded at cost less accumulated amortization and any impairment losses. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization of definite life intangibles is calculated on a straight-line basis over their estimated useful lives, which do not exceed the contractual period, if any, over the following terms:
Customer relationships
Health Canada licenses
Other operating licenses
Patents
IP and know-how
ERP software
20 years
Earlier of the license expiration date or Useful life of the facility
10 years
10 years
10 years
5 years

The estimated useful lives, residual values and amortization methods are reviewed annually and any changes in estimates are accounted for prospectively. Intangible assets with an indefinite life or not yet available for use are not subject to amortization. Indefinite life permits and licenses are predominantly held by the Company’s foreign subsidiaries. Given that these permits and licenses are connected to the subsidiary rather than a specific asset, there is no foreseeable limit to the period over which these assets are expected to generate future cash inflows for the Company.

Research costs are expensed as incurred. Development expenditures are capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to and has sufficient resources to complete development to use or sell the asset. Other development expenditures are recognized as research and development expenses on the consolidated statements of income (loss) and comprehensive income (loss) as incurred. Capitalized deferred development costs are internally generated intangible assets.

Goodwill

Goodwill represents the excess of the purchase price paid for the acquisition of an entity over the fair value of the net tangible and intangible assets acquired. Goodwill is allocated to the CGU or group of CGUs which are expected to benefit from the synergies of the combination. Goodwill is not subject to amortization.

Impairment of intangible assets and goodwill

Goodwill and intangible assets with an indefinite life or not yet available for use are tested for impairment annually and whenever events or circumstances that make it more likely than not that an impairment may have occurred, such as a significant adverse change in the business climate or a decision to sell or dispose all or a portion of a reporting unit. Finite life intangible assets are tested whenever there is an indication of impairment.

Goodwill and indefinite life intangible assets are tested annually as required for impairment by comparing the carrying value of each CGU containing the assets to its recoverable amount. Indefinite life intangible assets are tested for impairment by comparing the carrying value of each CGU containing the assets to its recoverable amount. Goodwill is tested for impairment based on the level at which it is monitored by management, and not at a level higher than an operating segment. The goodwill is allocated to the segment.

An impairment loss is recognized for the amount by which the operating segment or CGU’s carrying amount exceeds it recoverable amount. The recoverable amounts of the CGUs’ assets have been determined based on the higher of fair value less costs of disposal and value-in-use. There is a material degree of uncertainty with respect to the estimates of the recoverable amounts of the CGU, given the necessity of making key economic assumptions about the future. Impairment losses recognized in respect of a CGU are first allocated to the carrying value of goodwill and any excess is allocated to the carrying value of assets in the CGU. Any impairment is recorded in profit and loss in the period in which the impairment is identified. A reversal of an asset impairment loss is allocated to the assets of the CGU on a pro rata basis. In allocating a reversal of an impairment loss, the carrying amount of an asset shall not be increased above the lower of its recoverable amount and the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior period. Impairment losses on goodwill are not subsequently reversed.

35


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



The following is a continuity schedule of intangible assets and goodwill:
March 31, 2025 March 31, 2024
Cost Accumulated amortization Net book value Cost Accumulated amortization Impairment Net book value
$ $ $ $ $ $ $
Definite life intangible assets:
Customer relationships 42,528  (37,629) 4,899  42,439  (37,349) —  5,090 
Permits and licenses 54,065  (53,996) 69  54,002  (43,305) (10,652) 45 
Patents 751  (751) —  982  (793) —  189 
Intellectual property and know-how 52,590  (52,590) —  52,590  (52,590) —  — 
Software 21,992  (18,198) 3,794  18,661  (16,408) (1,504) 749 
Indefinite life intangible assets:
Brand 7,666  —  7,666  28,200  —  (20,700) 7,500 
Permits and licenses 28,735  —  28,735  27,277  —  —  27,277 
Total intangible assets 208,327  (163,164) 45,163  224,151  (150,445) (32,856) 40,850 
Goodwill 43,871  —  43,871  43,180  —  —  43,180 
Total 252,198  (163,164) 89,034  267,331  (150,445) (32,856) 84,030 

The following summarizes the changes in the net book value of intangible assets and goodwill for the periods presented:
Balance,
March 31, 2024
Additions Other Amortization Foreign currency translation Balance, March 31, 2025
$ $ $ $ $ $
Definite life intangible assets:
Customer relationships 5,090  —  90  (281) —  4,899 
Permits and licenses 45  48  (43) 11  69 
Patents 189  (197) —  — 
Software 749  3,406  (90) (271) —  3,794 
Indefinite life intangible assets:
Brand 7,500  —  —  —  166  7,666 
Permits and licenses 27,277  —  59  —  1,399  28,735 
Total intangible assets 40,850  3,460  (130) (595) 1,578  45,163 
Goodwill 43,180  354  (390) —  727  43,871 
Total 84,030  3,814  (520) (595) 2,305  89,034 

As at March 31, 2025, there were $113.4 million ( March 31, 2024 – $108.8 million) of intangible assets that were fully depreciated, but still in use by the Company.

At the end of each reporting period, the Company assesses whether events or changes in circumstances have occurred that would indicate that a CGU or group of CGUs, comprising an operating segment were impaired. The Company considers external and internal factors, including overall financial performance, market expectations and relevant entity-specific factors, as part of this assessment.

Goodwill arising from business combinations were allocated to the Cannabis segment and Plant Propagation segment for $25.2 million and $18.7 million, respectively (March 31, 2024 – $24.5 million and $18.7 million). The goodwill in the Cannabis segment arose in the fourth quarter of fiscal 2024 from the acquisition of MedReleaf Australia (Note 9).

The Company has two reportable operating segments: (i) Cannabis and (ii) Plant Propagation. The Cannabis segment is comprised of the Canadian, EU and Australian CGUs and Plant Propagation is comprised of a single CGU.

CGU and Goodwill Impairments

On January 1, 2025, the Company performed its annual impairment test over goodwill and its indefinite lived intangible assets.

The recoverable amount of the operating segments to which goodwill is allocated and the CGUs to which indefinite life intangibles are allocated were determined based on fair value less cost to dispose (FVLCD) using Level 3 inputs in a discounted cash flow (“DCF”) analysis. Where applicable, the Company uses its market capitalization and comparative market multiples to corroborate DCF results. The significant assumptions applied in the determination of the recoverable amounts are described below:

36


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



i.Cash flows: Estimated cash flows were projected based on actual operating results from internal sources as well as industry and market trends. Estimated cash flows are primarily driven by forecasted revenues, gross margins and earnings before interest, taxes, depreciation and amortization (EBITDA) margins. The Canadian Cannabis CGU, European Cannabis CGU, Australian Cannabis CGU and the Cannabis Operating Segment forecasts are extended to a total of 4 years (and a terminal year thereafter). The Plant Propagation CGU and operating segment forecasts are extended to a total of 7 years (and a terminal year thereafter). The Company extended the forecast period an additional three years to account for the maturation of the new orchid business.
ii.Terminal value growth rate: The terminal growth rate was based on historical and projected consumer price inflation, historical and projected economic indicators, and projected industry growth;
iii.Post-tax discount rate: The post-tax discount rate is reflective of the CGUs and Operating Segments Weighted Average Cost of Capital (“WACC”). The WACC was estimated based on the risk-free rate, equity risk premium, beta adjustment to the equity risk premium based on a direct comparison approach, an unsystematic risk premium, and after-tax cost of debt based on corporate bond yields; and
iv.Tax rate: The tax rates used in determining the future cash flows were those substantively enacted at the respective valuation date.

The following table outlines the key assumptions used in calculating the recoverable amount for each CGU and operating segment for impairment as at January 1, 2025 and 2024:

Indefinite Life Intangible
Impairment Testing
Goodwill Impairment Testing
Canadian Cannabis CGU Plant Propagation CGU Australia Cannabis CGU European Cannabis CGU Cannabis Operating Segment Plant Propagation
January 1, 2025
Terminal value growth rate 2.0% 3.0% 3.0% 3.0% 2.5% 3.0%
Discount rate 17.8% 11.0% 10.3% 13.3% 15.3% 11.0%
Revenue growth rate 1.0% 7.0% 6.4% 13.1% 6.4% 7.0%
Fair value less cost to dispose $293,973 $194,294 $23,325 $95,979 $403,767 $194,294
Carrying value $211,713 $185,156 $14,338 $40,869 $341,777 $185,156


Indefinite Life Intangible
Impairment Testing
Goodwill Impairment Testing
Canadian Cannabis CGU Plant Propagation European Cannabis CGU Cannabis Operating Segment Plant Propagation
January 1, 2024
Terminal value growth rate 3.0% 3.0% 3.0% 3.0% 3.0%
Discount rate 12.0% 10.0% 12.0% 12.0% 10.0%
Revenue growth rate 4.6% 10.6% 17.4% 4.6% 10.6%
Fair value less cost to dispose $74,175 $192,729 $48,143 $138,395 $192,729
Carrying value $266,399 $172,475 $46,904 $333,721 $172,475

CGU impairment

Canadian Cannabis CGU

The Company’s Canadian Cannabis CGU represents its operations dedicated to the cultivation and sale of cannabis products within Canada and certain international markets and forms part of the Company’s Cannabis operating segment. During the year ended March 31, 2025, it was concluded that the recoverable amount exceeded the carrying value and therefore no impairment was recognized within the Canadian Cannabis CGU. In addition to the key assumptions noted above, forecasted earnings before interest, taxes, depreciation and amortization (EBITDA) margins range from 33.5% for fiscal 2026 up to 52.8% by fiscal 2029 (March 31, 2024, 2.3% – 4.8%) and is a key assumption in determining the recoverable amount of the Canadian Cannabis CGU.

During the year ended March 31, 2024, the recoverable amount of the Canadian Cannabis CGU was less that the carrying value resulting in assessment of the recoverable amounts of its long lived assets. The impairment loss was allocated based on the relative carrying amounts of the CGU’s assets at the impairment date, with no individual asset being reduced below its recoverable amount. The fair values of the intangible assets were measured using valuation techniques including the relief from royalty method for brands and the with and without method for permits and licenses. As a result, the intangible assets in the Canadian Cannabis CGU were fully impaired.
37


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



Significant inputs & key assumptions Sensitivity Decrease in fair value
Discount rate
Increase of 0.5%
$9,186 
Total revenue
Decrease of 2%
$12,842 
EBITDA margin
Decrease of 1%
$7,549 

European Cannabis CGU

The Company’s European Cannabis CGU represents its operations dedicated to the cultivation and sale of cannabis products within Europe. The recoverable amount was higher than the carrying value as at March 31, 2025, and therefore no impairment was recognized within the European Cannabis CGU (March 31, 2024 – nil). In addition to the key assumptions noted above, forecasted earnings before interest, taxes, depreciation and amortization (EBITDA) margins range from 7.3% for fiscal 2026 up to 11.4% by fiscal 2028 (March 31, 2024, 4.0% – 14.9%) and is a key assumption in determining the recoverable amount of the European Cannabis CGU.

Significant inputs & key assumptions Sensitivity Decrease in fair value
Discount rate
Increase of 0.5%
$6,208 
Total revenue
Decrease of 2%
$22,921 
EBITDA margin
Decrease of 1%
$13,607 

Australia Cannabis CGU

The Company’s Australian Cannabis CGU represents its operations dedicated to distribution and sale of cannabis products within Australia and New Zealand. The recoverable amount was higher than the carrying value as at March 31, 2025, and therefore no impairment was recognized within the Australia Cannabis CGU (March 31, 2024 – N.A.). In addition to the key assumptions noted above, forecasted earnings before interest, taxes, depreciation and amortization (EBITDA) margins range from 0.4% for fiscal 2026 up to 3.7% by fiscal 2029 (March 31, 2024, N.A.) and is a key assumption in determining the recoverable amount of the Australian Cannabis CGU.

Significant inputs & key assumptions Sensitivity Decrease in fair value
Discount rate
Increase of 0.5%
8,987 
Total revenue
Decrease of 2%
$16,664 
EBITDA margin
Decrease of 1%
$10,465 

Plant Propagation Segment and CGU

The Company’s Plant Propagation CGU is dedicated to the propagation of vegetables and ornamental plants within North America and is the single CGU in the Company’s Plant Propagation operating segment. In addition to the key assumptions noted above, gross margin forecasted ranges from 27.8% to 33.2% (March 31, 2024, 30% – 32%) and EBITDA margins range from 20% – 25% (March 31, 2024, 24% – 26%). The recoverable amount was higher than the carrying value as at March 31, 2025, and therefore no impairment was recognized within the Plant Propagation CGU (March 31, 2024 – nil).

Significant inputs & assumptions Sensitivity Decrease in fair value
Discount rate
Increase of 0.5%
$10,735 
Total revenue
Decrease of 2%
$15,688 
EBITDA margin
Decrease of 1%
$7,834 

Operating Segment Impairment

Cannabis Operating Segment (Note 23)

The Cannabis Operating segment, is comprised of the Canadian Cannabis GCU, European Cannabis CGU and Australia Cannabis CGU. During the year ended March 31, 2025, the recoverable amount was greater than the carrying value, and therefore no impairment was recognized within the Canadian Operating segment, other than the impairment to specific intangible assets discussed below.

During the year ended March 31, 2024, it was concluded that the recoverable amount was lower than the carrying value resulting in assessment of the recoverable amounts of its long-lived assets, indicating an impairment. The impairment loss was allocated based on the relative carrying amounts of the operating segment’s assets at the impairment date, with no individual asset being reduced below its recoverable amount.

38


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



Note 12    Loans and Borrowings
Accounting Policy

Loans and Borrowings are initially recognized at fair value, net of transaction costs incurred. Loans are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in profit or loss
over the period of the borrowings using the effective interest method. Loans are derecognized from the consolidated statement of financial position when the obligation specified in the contract is discharged, cancelled, or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss as finance costs. Loans are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.


(a) Term Facilities
On August 25, 2022, through the acquisition of a controlling interest of 50.1% in Bevo, the Company acquired the loans under Bevo’s credit facility (the “Credit Agreement”). The Credit Agreement includes two term loans (“Term Facility 1” and “Term Facility 2”, together the “Term Facilities”).
The changes in the carrying value of the Term Facilities, current and non-current are as follows:
Term Facilities
$
Balance, March 31, 2023 38,224 
Drawings 2,751 
Interest accretion 23 
Principal repayments (2,749)
Balance, March 31, 2024 38,249 
Transfer from Revolver 4,000 
Drawings 2,824 
Interest accretion 13 
Debt issuance costs (493)
Principal repayments (2,100)
Balance, March 31, 2025
42,493 
Current portion (2,299)
Long-term portion 40,194 
Term Facility 1

On January 21, 2025, Term Facility 1 was settled and replaced with a new loan agreement in the amount of $43.0 million. This includes transfers from the Revolver of $4.0 million and the Term Facility 2 of $5.0 million, which was substantially modified in the amendment of the Credit Agreement (“Amended Credit Agreement”). The maturity date of the new Term Facility 1 is October 20, 2028 and quarterly interest is variable based on daily CORRA, plus an adjustment factor of 0.3%, plus an applicable margin ranging from 1.50% and 3.00%. The Company currently makes quarterly repayments of $0.5 million, with the balance outstanding payable upon maturity. As at March 31, 2025, the amount outstanding was $42.0 million (March 31, 2024 – $35.5 million) with a borrowing rate of 6.60% and an effective interest rate of 6.94%.
Term Facility 2
On January 21, 2025, Term Facility 2 was substantially modified, to extend the maturity date to October, 20, 2028 from October 20, 2026 and transfer the full balance outstanding as of that date to the Term Facility 1, resulting in a nil balance on the date of modification. Additionally, the maximum capacity of Term Facility 2 decreased from $16.0 million to $6.0 million. The Amended Credit Agreement allows for multiple advances, subject to a cost of borrowing based on daily CORRA, plus an adjustment factor of 0.3%, plus an applicable margin ranging from 1.50% and 3.00%. Quarterly repayments are required and are based on the amounts drawn upon, with the balance outstanding payable upon maturity. As at March 31, 2025, the total amount drawn from Term Facility 2 was $0.5 million (March 31, 2024 – $2.8 million) with a borrowing rate and effective interest rate of 6.60%.
39


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)




(b) Revolver
On January 21, 2025, the Revolver was partially settled through a transfer of $4.0 million to the Term Facility 1, reducing the amount drawn to $13.9 million on the day of the partial settlement and increasing the availability of funds. The total borrowings available under the revolver is $18.0 million, until October 21, 2028 when the Revolver matures. Interest payments are based on daily CORRA, plus an adjustment factor of 0.3%, plus an applicable margin ranging from 1.50% and 3.00%. The undrawn balance of the revolver is subject to a stand-by fee between 0.4% and 0.6%. As at March 31, 2025, the total amount drawn from the revolver was $16.7 million (March 31, 2024 – $16.8 million), with a borrowing rate of 7.0%. The Revolver is classified as current on the consolidated statements of financial position.
The Term Facilities and Revolver are secured against all of Bevo’s propagation facilities, which have a carrying value of approximately $118.0 million. The terms of the Amended Credit Agreement are subject to customary financial and non-financial covenants. As at March 31, 2025, the Company is in compliance with the covenants.
(c) Creditor Agreement

On March 18, 2024, the Company entered into an unsecured Pari Passu Creditor Agreement (“Creditor Agreement”) with Bevo, in which participating shareholders of Bevo provided funds pursuant to the Creditor Agreement. The Creditor Agreement was for a total loan of $5.0 million and bears interest at a fixed rate of 14.0% per annum. The principal and accrued interest were originally due on May 31, 2025, however this was subsequently amended to allow for a two month extension of the principal due August 1, 2025. The amendment also increases the fixed rate of interest to 17% during the extension period and requires accrued interest and an amendment fee totaling $0.5 million payable upon execution of the amendment. The Company advanced funds of $2.5 million, which together with accrued interest and the amendment fee are eliminated upon consolidation. The remaining balance is classified as current on the consolidated statements of financial position.

During the year ended March 31, 2025, total interest expense for loans and borrowings of $3.9 million (year ended March 31, 2024 – $3.5 million) was recognized as finance and other costs in the consolidated statements of income (loss) and comprehensive income (loss). Accrued interest of $0.3 million (March 31, 2024 - nil) is recorded in accounts payable and accrued liabilities on the consolidated statements of financial position.
40


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



Note 13    Lease Liabilities

Accounting Policy

The Company assesses whether a contract is or contains a lease at inception of the contract. A lease is recognized as a right-of-use asset and corresponding liability at the commencement date. Each lease payment included in the lease liability is apportioned between the repayment of the liability and a finance cost. The finance cost is recognized in “finance and other costs” in the consolidated statements of income (loss) and comprehensive income (loss) over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability. Lease liabilities represent the net present value of fixed lease payments (including in-substance fixed payments); variable lease payments based on an index, rate, or subject to a fair market value renewal condition; amounts expected to be payable by the lessee under residual value guarantees; the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and payments of penalties for terminating the lease, if it is probable that the lessee will exercise that option.

The Company’s lease liability is recognized net of lease incentives receivable. The lease payments are discounted using the interest rate implicit in the lease or, if that rate cannot be determined, the lessee’s incremental borrowing rate. The period over which the lease payments are discounted is the expected lease term, including renewal and termination options that the Company is reasonably certain to exercise.

Subsequently, if there is a change to the expected lease term within the control of the lessee, the lease liability will be remeasured using the updated term and revised discount rate on a prospective basis.

Payments associated with short-term leases and leases of low-value assets are recognized as an expense on a straight-line basis in general and administration and sales and marketing expense in the consolidated statements of income (loss) and comprehensive income (loss). Short-term leases are defined as leases with a lease term of 12 months or less. Variable lease payments that do not depend on an index, rate, or subject to a fair market value renewal condition are expensed as incurred and recognized in costs of goods sold, general and administration, or sales and marketing expense, as appropriate given how the underlying leased asset is used, in the consolidated statements of income (loss) and comprehensive income (loss).

If the right-of-use asset is subsequently leased to a third party (a “sublease”), the Company will assess the classification of the sublease as to whether it is a finance or operating lease. Subleases that are classified as an operating lease will recognize lease income, while a financing lease will recognize a lease receivable and derecognize the carrying value of the right-of-use asset, with the difference recorded in profit or loss.

The changes in the carrying value of current and non-current lease liabilities are as follows:
$
Balance, March 31, 2023
49,217 
Lease additions 5,618 
Disposal of leases (635)
Lease payments (8,446)
Lease reassessments (1,402)
Foreign exchange 28 
Interest accretion 3,152 
Balance, March 31, 2024 47,532 
Current portion (4,856)
Long-term portion 42,676 
Balance, March 31, 2024 47,532 
Lease additions 7,609 
Lease payments (8,129)
Lease liabilities assumed (Note 8(a))
(1,281)
Lease reassessments (6,068)
Foreign exchange 292 
Interest accretion 2,921 
Balance, March 31, 2025 42,876 
Current portion (5,381)
Long-term portion 37,495 

For the year ended March 31, 2025, the Company recorded $2.5 million (year ended March 31, 2024 – $3.1 million) related to short-term leases, variable leases, and low-value leases in general and administrative in the consolidated statements of income (loss) and comprehensive income (loss).

41


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



Note 14    Share Capital

Accounting Policy

Share Purchase Warrants

Warrants issued in foreign currencies are classified as derivative liabilities. Upon exercise, in exchange for a fixed amount of common shares, the expected cash receivable is variable due to changes in foreign exchange rates. The Company measures derivative financial liabilities at fair value through profit or loss at initial recognition and in subsequent reporting periods. Fair value gains or losses are recognized in other gains (losses) on the statement of comprehensive income (loss). The fair value of foreign currency share purchase warrants is determined using the quoted market price on the valuation date, which is a Level 1 input. Transaction costs, which are directly attributable to the offering, are allocated to equity and classified as equity financing transaction costs.

(a)    Authorized

The authorized share capital of the Company is comprised of the following:

i.Unlimited number of common voting shares without par value.

Each Common Share carries the right to attend and vote at all general meetings of shareholders. Holders of Common Shares are entitled to receive on a pro rata basis such dividends, if any, as and when declared by the Board at its discretion from funds legally available for the payment of dividends. Upon the liquidation, dissolution or winding up of the Company these holders are entitled to receive, on a pro rata basis, the net assets of the Company after payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares ranking senior in priority to or on a pro rata basis with the holders of Common Shares with respect to dividends or liquidation. The Common Shares do not carry any pre-emptive, subscription, redemption or conversion rights, nor do they contain any sinking or purchase fund provisions.

ii.Unlimited number of Class “A” Shares each with a par value of $1.00. As at March 31, 2025, no Class “A” Shares were issued and outstanding.

Class A shares may be issued from time to time in one or more series, and the directors may fix from time to time, before such issue, the number of Class A shares of each series and the designation, rights and restrictions attached thereto including any voting rights, dividend rights, redemption, purchase or conversion rights, sinking fund or other provisions. The Class A shares rank in priority over Common Shares and any other shares ranking by their terms junior to the Class A shares as to dividends and return of capital upon liquidation, dissolution or winding up of the Company or any other return of capital or distribution of the assets of the Company.

iii.Unlimited number of Class “B” Shares each with a par value of $5.00. As at March 31, 2025, no Class “B” Shares were issued and outstanding.

Class B shares may be issued from time to time in one or more series, and the directors may fix from time to time, before such issue, the number of Class B shares of each series and the designation, rights and privileges attached thereto including any voting rights, dividend rights, redemption, purchase or conversion rights, sinking fund or other provisions. The Class B shares rank in priority over Common Shares and any other shares ranking by their terms junior to the Class B shares as to dividends and return of capital upon liquidation, dissolution or winding up of the Company or any other return of capital or distribution of the assets of the Company.

(b)     Shares Issued and Outstanding

As at March 31, 2025, 56,234,231 Common Shares (March 31, 2024 – 54,545,797) were issued and fully paid.

42


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



(i) Shares for business combinations

During the year ended year ended March 31, 2025, the Company settled an earn out for $9.8 million in connection with the business acquisition of Bevo with the issuance of 1,190,432 Common Shares. The fair value of the Common Shares on the date of issuance was $7.5 million.

(ii)    Shares issued under RSU, PSU and DSU plans

During the year ended March 31, 2025, the Company issued 386,341 (year ended March 31, 2024 – 176,725) Common Shares with a fair value of $9.1 million (year ended March 31, 2024 – $5.6 million) related to the exercise of RSUs, PSUs, and DSUs connected to the Company’s share-based compensation program (Note 15).

(c)     Share Purchase Warrants

A summary of warrants outstanding is as follows:
Warrants(1)
Weighted average
exercise price
# $
Balance, March 31, 2023
8,912,479  70.90
Expired (1,838,131) 1,124.60
Balance, March 31, 2024 7,074,348  44.34
Expired (10,486) 388.43
Balance, March 31, 2025 7,063,862  46.22

On June 1, 2022, the Company completed an offering of 7,040,875 units of the Company (“June 2022 Offering”) for gross proceeds of approximately $21.8 million (U.S.$17.3 million). The Company paid commissions and issuance costs of $9.9 million for net proceeds of $11.9 million. Each unit consists of one Common Share and one common share purchase warrant (“June 2022 Offering Warrant”) of the Company. Each June 2022 Offering Warrant entitles the holder to purchase one Common Share of the Company at a price of U.S.$32.00 per share until June 1, 2025.

The June 2022 Offering warrants were determined to be derivative liabilities as the proceeds receivable upon exercise may vary due to fluctuations in the foreign exchange rates. The June 2022 Offering Warrants are recognized at their fair values based on quoted market prices with gains and losses recognized in other gains (losses) (Note 17) on the consolidated statements of income (loss) and comprehensive income (loss). Subsequent to March 31, 2025, 7,040,875 warrants from this offering expired on June 1, 2025.

U.S.$ equivalent
June
 2022 Offering
June
 2022 Offering
$ $
Balance, March 31, 2023
9,514  7,041 
Unrealized gain on derivative liability (9,038) (6,688)
Balance, March 31, 2024
476  353 
Unrealized loss on derivative liability 28  — 
Balance, March 31, 2025
504  353 

The following table summarizes the warrants that remain outstanding as at March 31, 2025:
Exercise Price ($) Expiry Date
Warrants (#)(1)
45.80
June 1, 2025 7,040,875 
111.06 - 418.80
May 29, 2025 - November 30, 2025 22,987 
7,063,862 


43


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



Note 15    Share-Based Compensation

Accounting Policy

Stock Options

Stock options issued to employees are measured at fair value at the grant date and are recognized as an expense over the relevant vesting periods with a corresponding credit to share reserves.

Stock options issued to non-employees are measured at the fair value of goods or services received or the fair value of equity instruments issued, if it is determined that the fair value of the goods or services cannot be reliably measured. The fair value of non-employee stock options is recorded as an expense at the date the goods or services are received with a corresponding credit to share reserves.

Depending on the complexity of the stock option terms, the fair value of options is calculated using either the Black-Scholes option pricing model or the Binomial model. When determining the fair value of stock options, management is required to make certain assumptions and estimates related to expected lives, volatility, risk-free rate, future dividend yields and estimated forfeitures at the initial grant date.

The number of options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest. Upon the exercise of stock options, proceeds received from stock option holders are recorded as an increase to share capital and the related share reserve is transferred to share capital.

Restricted Share Units (“RSUs”) and Deferred Share Units (“DSUs”)

RSUs are equity-settled share-based payments. RSUs are measured at their intrinsic fair value on the date of grant based on the closing price of the Company’s shares on the date prior to the grant, and is recognized as share-based compensation expense over the vesting period with a corresponding credit to share reserves. Under IFRS, the Company’s DSUs are classified as equity-settled share-based payment transactions as they are settled in either cash or common shares at the sole discretion of Aurora. As such, the DSUs are measured in the same manner as RSUs.

The amount recognized for services received as consideration for the RSUs and DSUs granted is based on the number of equity instruments that eventually vest. Upon the release of RSUs and DSUs, the related share reserve is transferred to share capital.

Performance Share Units (“PSUs”)

PSUs are equity-settled share-based payments and have both a service and market condition. PSUs are measured at their fair value on the grant date and are recognized as share-based compensation expense over the vesting period with a corresponding credit to share reserves. The fair value of PSUs is calculated using the Monte Carlo simulation model which factors in the probability of achieving the market-based performance target. When determining the fair value, management is required to make certain assumptions and estimates related to volatility, risk-free rate, equity correlations between Aurora and a peer group of companies, future stock prices, and estimated forfeitures. The amount recognized for services received as consideration for the PSUs granted is based on the number of equity instruments that eventually vest. Upon the release of PSUs, the related share reserve is transferred to share capital.

Cash Settled Share-based Compensation

Share-based compensation subject to cash settlement are classified as a derivative liability. They are initially measured at fair value and recorded as a derivative liability in the consolidated statements of financial position.
Share-based compensation that is in recognition of past service is recorded at the full amount to share-based compensation expense and are remeasured each reporting period with the difference going through share-based compensation expense. Upon settlement they are remeasured and the derivative liability is extinguished at the remeasured amount.

Share-based compensation that is in recognition of future service is amortized ratably over the future service period. Each reporting period, they are remeasured with the change in value reflected in the share-based compensation expense.

The Company currently has in place a “rolling maximum” or “evergreen” stock option plan (“Option Plan”), Fixed Restricted Share Unit Plan (“RSU Plan”), Fixed Performance Share Unit Plan (“PSU Plan”), and a Fixed Deferred Share Unit Plan (“DSU Plan”), which is applicable to non- employee directors only. The Board may from time to time, in its discretion and in accordance with Toronto Stock Exchange requirements, grant to directors, officers, employees and consultants, as applicable, non-transferable stock options, RSUs, PSUs and DSUs in accordance with these plans.


44


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



At the Company’s Annual General and Special Meeting held on November 13, 2017 (“2017 AGM”), shareholders approved the adoption of the Option Plan, the Restricted Share Unit Plan (the “RSU Plan”), the Deferred Share Unit Plan (the “DSU Plan”) and the Performance Share Unit Plan (the “PSU Plan”), together the “Share-based Compensation Plans”, which were subsequently amended and approved by shareholders at the Company’s Annual General and Special Meeting held on August 9, 2024 (“2024 AGM”). The amendments included reducing the Share-based Compensation Plans from 10.0% “rolling” plan to 9.5% “rolling” plan, and therefore, the number of Common Shares issuable under all Share based Compensation Plans cannot exceed 9.5% of the total number of issued and outstanding Common Shares and a rolling limit for all full value award plans of the Company of 5.0%, which includes RSU, PSU and DSU plans.

(a)     Stock Options

The Option Plan amendments provides the right for directors, officers, employees and consultants to purchase shares at a specified price (exercise price) in the future. The stock options have a service requirement of three years, vest 1/3 on the anniversary of the grant date and are amortized on an accelerated basis over that period. Stock options expire after five years.

A summary of stock options outstanding is as follows:
Stock
options (#)
Weighted average
exercise price ($)
# $
Balance, March 31, 2023
672,150  257.28
Granted 633,485  7.60
Expired (34,855) 1,033.90 
Forfeited (83,956) 205.10
Balance, March 31, 2024
1,186,824  104.90
Granted 749,161  7.60 
Exercised (111,661) 7.60 
Forfeited (20,284) 13.12 
Expired (43,320) 463.14 
Balance, March 31, 2025
1,760,720  61.68


The following table summarizes the stock options that are outstanding as at March 31, 2025:
Exercise Price ($) Expiry Date Weighted average remaining life
Options outstanding (#)
Options exercisable (#)
7.59 - 23.80
May 31, 2027 - September 19, 2029 3.57 1,555,974  377,763 
48.60 - 224.80
April 6, 2025 - February 28, 2027 1.12 142,365  142,365 
1,240.80
March 13, 2026 0.95 62,381  62,381 
1,760,720  582,509 

During the year ended March 31, 2025, stock option expense of $3.2 million (year ended March 31, 2024 – $2.9 million) was recognized in share-based compensation on the consolidated statements of income (loss) and comprehensive income (loss).

Stock options granted during the respective periods presented below were fair valued based on the following weighted average assumptions:
Years ended March 31,
2025 2024
Risk-free annual interest rate (1)
3.70  % 4.34  %
Expected annual dividend yield —  % —  %
Expected stock price volatility (2)
81.19  % 85.06  %
Expected life of options (years) (3)
2.97 2.67
Forfeiture rate 11.20  % 19.63  %
Weighted average value $ 4.12  $ 4.10 
Weighted average exercise price $ 7.60  $ 7.60 
(1)The risk-free rate is based on Canada government bonds with a remaining term equal to the expected life of the options.
(2)Volatility was estimated by using the average historical volatilities of the Company and certain companies in the same industry.
(3)The expected life in years represents the period of time that options granted are expected to be outstanding.

45


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



(b)     Restricted Share Units (“RSU”)

The RSU Plan was designed to provide certain executive officers and other key employees of the Company and its subsidiaries with the opportunity to acquire RSUs of the Company in order to enable them to participate in the long-term success of the Company and to promote a greater alignment of their interests with the interests of the shareholders. Under the terms of the RSU Plan, officers, employees and consultants of the Company may be granted RSUs that are released as Common Shares upon completion of the vesting period. Each RSU gives the participant the right to receive one common share of the Company. The RSUs have a service requirement of three years, vest 1/3 on the anniversary of the grant date and are amortized on an accelerated basis over that period and expire after three years.

A summary of the RSUs outstanding are as follows:
RSUs
#
Balance, March 31, 2023 661,449 
Issued 378,900 
Vested (158,248)
Expired (84,385)
Forfeited (27)
Balance, March 31, 2024 797,689 
Issued 378,369 
Vested (364,551)
Forfeited (54,168)
Balance, March 31, 2025 757,339 

During the year ended March 31, 2025, RSU expense of $4.6 million (year ended March 31, 2024 – $5.8 million) was recognized in share-based compensation on the consolidated statements of income (loss) and comprehensive income (loss).

The following table summarizes the RSUs that are outstanding as at March 31, 2025:

Weighted Average Issue Price ($) Expiry Date Outstanding (#) Vested (#)
 $6.17 - $18.70
September 23, 2025 - September 19, 2027 753,220  40,701 
 $19.20 - $46.50
May 17, 2025 - November 15, 2025 4,119  13 
757,339  40,714 

(c)     Deferred Share Units (“DSU”)

Under the terms of the Company’s 2024 DSU Plan, non-employee directors of the Company may be granted DSUs. Each non-employee director is entitled to redeem their DSUs for a period of 90 days following their termination date, being the date of their retirement from the Board. The DSUs can be redeemed, at the Company’s sole discretion, for (i) cash; (ii) Common Shares issued from treasury; (iii) Common Shares purchased in the open market; or (iv) any combination of the foregoing. DSUs vest immediately upon grant and have no expiry date.

DSUs
#
Balance, March 31, 2023 91,045 
Issued(1)
225,292 
Exercised (21,397)
Forfeited (17,734)
Balance, March 31, 2024 277,206 
Issued(1)
160,928 
Exercised (65,532)
Balance, March 31, 2025 372,602 
(1)Includes DSUs issued under cash settlement plan Note 15(e).

During the year ended March 31, 2025, the Company recognized a total DSU expense of $1.0 million (year ended March 31, 2024 – expense of $1.2 million) in share-based compensation on the consolidated statements of income (loss) and comprehensive income (loss).

46


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



The following table summarizes the DSUs that are outstanding as at March 31, 2025:
Weighted Average Issue Price ($) Expiry Date Outstanding and vested (#)
 $4.43 - $83.70
N/A 370,447 
 $100.90 - $217.20
N/A 1,944 
 $901.20 - $949.20
N/A 211 
372,602 

(d)     Performance Share Units (“PSUs”)

Under the terms of the Company’s 2024 PSU Plan, officers, employees and consultants of the Company may be granted PSUs that are released as Common Shares or are paid in cash to the participant equal to the market price of Common Shares on the entitlement date multiplied by the number of performance share units being settled. In each case upon the 3-year cliff vesting date the performance shares units are subject to performance conditions multiplied by the achieved performance ratio. If the performance criteria are not met at the time of vesting the PSU will expire. The PSUs are amortized on a straight line basis over the three year period and expire after three years.

A summary of the PSUs outstanding is as follows:

PSUs
#
Balance, March 31, 2023 230,824 
Granted(1)
522,907 
Vested (26)
Cancelled (28,745)
Expired (24,080)
Balance, March 31, 2024 700,880 
Granted(1)
664,277 
Vested (134,040)
Cancelled (38,876)
Expired (27,767)
Balance, March 31, 2025 1,164,474 
(1)Includes PSUs issued under cash settlement plan Note 15(e).

During the year ended March 31, 2025, the Company recognized a total PSU expense of $4.2 million (year ended March 31, 2024 – $2.5 million) in share-based compensation on the consolidated statements of income (loss) and comprehensive income (loss).

The following table summarizes the PSUs that are outstanding as at March 31, 2025:
Weighted Average Issue Price ($) Expiry Date Outstanding (#) Vested (#)
7.59 - 33.20
May 17, 2025 - September 19, 2027 1,164,474  — 

PSUs granted during the respective periods highlighted below were fair valued based on the following weighted average assumptions:
Years ended March 31,
2025 2024
Risk-free annual interest rate (1)
2.60  % 4.76  %
Dividend yield —  % —  %
Expected stock price volatility (2)
84.20  % 90.65  %
Expected stock price volatility of peer group (2)
83.17  % 91.51  %
Expected life of options (years) (3)
3 3
Forfeiture rate 14.94  % 12.45  %
Equity correlation against peer group (4)
44.87  % 39.14  %
(1)The risk-free rate is based on Canada government bonds with a remaining term equal to the expected life of the PSUs.
(2)Volatility was estimated by using the 20-day VWAP historical volatility of the Company and the peer group of companies.
(3)The expected life in years represents the period of time that the PSUs granted are expected to be outstanding.
(4)The equity correlation is estimated by using 1-year historical equity correlations for the Company and the peer group of companies.

The weighted average fair value of PSUs granted during the year ended March 31, 2025 was $9.63 per unit (year ended March 31, 2024 – $9.53 per unit).
47


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



(e) Cash Settled DSUs and PSUs

During the year ended March 31, 2025, the Company issued DSU’s and PSU’s, which will be settled in cash, pursuant to the Performance Share Unit and Restricted Share Unit Long-Term Cash Settled Plan and Non-Employee Directors Deferred Share Unit Cash Plan, respectively. The DSUs and PSUs issued under these plans are included in the continuities above.

The DSUs subject to cash settlement are classified as a derivative liability in the consolidated statements of financial position and are initially measured at fair value. DSUs are issued in recognition of past service for Directors and are expensed immediately at fair value to share-based compensation expense in the consolidated statements of income (loss) and comprehensive income (loss). The DSUs are remeasured each reporting period with the difference recorded to share-based compensation expense. Upon settlement, the DSU’s are remeasured and the derivative liability is extinguished at the remeasured amount. As at March 31, 2025, the related derivative liability was $2.0 million (March 31, 2024 - $1.2 million).

The PSUs subject to cash settlement are classified as a derivative liability in the consolidated statements of financial position. They are initially measured at fair value using a Monte Carlo simulation model. The PSUs have a service requirement of three years and are amortized ratably over that period. The PSUs are remeasured at fair value each reporting period with the change in value reflected in share-based compensation expense. As at March 31, 2025, the related derivative liability was $2.4 million (March 31, 2024 - $0.6 million).

Note 16 Income (loss) Per Share

Accounting Policy

The Company calculates basic earnings (loss) per share by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per share (loss) is determined by adjusting profit or loss attributable to common shareholders and the weighted average number of common shares outstanding, for the effects of all dilutive potential common shares, which comprise convertible debentures, RSU, DSU, warrants and share options issued, using the treasury share method.


The following is a reconciliation of basic income (loss) per share:
Years ended March 31,
2025 2024
$ $
Net income (loss) from continuing operations attributable to Aurora shareholders $16,440  ($53,339)
Net loss from discontinued operations attributable to Aurora shareholders ($14,172) ($12,243)
Net income (loss) attributable to Aurora shareholders
$2,268  ($65,582)
Weighted average number of Common Shares outstanding 54,832,794  43,223,233 
Basic income (loss) per share, continuing operations
$0.30  ($1.23)
Basic loss per share, discontinued operations ($0.26) ($0.28)
Basic income (loss) per share
$0.04  ($1.52)


48


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



The following is a reconciliation of diluted income (loss) per share:

Years ended March 31,
2025
2024(1)
$ $
Net income (loss) from continuing operations attributable to Aurora shareholders $16,440  ($53,339)
Net loss from discontinued operations attributable to Aurora shareholders ($14,172) ($12,243)
Net income (loss) attributable to Aurora shareholders
$2,268  ($65,582)
Weighted average number of Common Shares outstanding 54,832,794  43,223,233 
Dilutive shares outstanding
   RSUs 414,047  — 
   PSUs 320,164  — 
   DSUs 56,755  — 
790,966  — 
Weighted average dilutive Common Shares 55,623,760  43,223,233 
Diluted income (loss) per share, continuing operations $0.30  ($1.23)
Diluted loss per share, discontinued operations(1)
($0.26) ($0.28)
Diluted income (loss) per share
$0.04  ($1.52)
(1)Diluted earnings per share is not applicable when the impact will decrease loss per share or increase earnings per share.


Note 17    Other Gains (Losses)
Years ended March 31,
Note 2025 2024
$ $
Unrealized gain on derivative asset 108  2,540 
Unrealized gain (loss) on derivative liabilities
15(e)
(496) 9,158 
Realized gain on marketable securities 679  — 
Insurance premium refund 2,467  — 
Gain on disposal of assets held for sale and property, plant and equipment
7, 8(a)
498  1,158 
Fair value adjustment gain (loss) on contingent consideration (7,452) 9,760 
Government grant income —  12,547 
Provisions 5,027  1,501 
Realized loss on repurchase of convertible debt —  (9,244)
Legal settlement and contract termination fees (1,724)
Other 765  1,567 
Total other gains (losses) 1,604  27,263 

49


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



Note 18    Supplemental Cash Flow Information

The changes in non-cash working capital are as follows:
Years ended March 31,
2025 2024
$ $
Accounts receivable 5,238  (4,501)
Biological assets (58,537) (46,450)
Inventory 43,488  50,322 
Prepaid and other current assets (1,280) (548)
Accounts payable and accrued liabilities 14,913  (15,702)
Income taxes payable 6,054  1,230 
Deferred revenue (613) 133 
Deferred taxes (27) — 
Provisions 974  (25)
Changes in non-cash working capital 10,210  (15,541)

Additional supplementary cash flow information is as follows:
Years ended March 31,
2025 2024
$ $
Property, plant and equipment in accounts payable
(818) (255)
Right-of-use asset additions 6,106  — 
Amortization of prepaids 11,854  14,416 
Interest paid 6,844  14,867 
Interest received
(6,297) (3,610)
Income taxes paid 928  — 
Included in restricted cash as of March 31, 2025 is $3.4 million (March 31, 2024 – $3.4 million) attributed to collateral held for letters of credit and corporate credit cards, nil (March 31, 2024 – $0.8 million) related to the MedReleaf Australia acquisition, $0.1 million (March 31, 2024 – $0.1 million) attributed to international subsidiaries, and $43.9 million (March 31, 2024 – $38.8 million) of funds reserved for the segregated cell program for insurance coverage and not held for the purpose of meeting short term cash commitments.

50


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



Note 19    Income Taxes

Accounting Policy

Tax expense recognized in profit or loss comprises the sum of current and deferred taxes not recognized in other comprehensive income (loss) or equity.

Current tax assets and liabilities

Current tax assets and/or liabilities comprise those claims from, or obligations to, fiscal authorities relating to the current or prior reporting periods that are unpaid at the reporting date. Current tax is payable on taxable profit, which differs from profit or loss in the financial statements. Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted at the end of the reporting period. Current tax assets arise when the amount paid for taxes exceeds the amount due for the current and prior periods.

Deferred tax assets and liabilities

Deferred taxes are calculated using the liability method on temporary differences between the carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective periods of realization, provided they are enacted or substantively enacted at the end of the reporting period. Deferred tax liabilities are always provided for in full.

Deferred tax assets are recognized to the extent that it is probable that they will be able to be utilized against future taxable income. Deferred tax assets and liabilities are offset only when the Company has a right and intention to offset current tax assets and liabilities from the same taxation authority.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset the current tax assets against the current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Deferred tax liabilities are recognized for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

Changes in deferred tax assets or liabilities are recognized as a component of tax income or expense in profit or loss, except where they relate to items that are recognized in other comprehensive income (loss) or equity, in which case the related deferred tax is also recognized in other comprehensive income (loss) or equity, respectively.

Significant estimates are required in determining the Company’s provision for income taxes and uncertain tax positions. Some of these estimates are based on interpretations of existing tax laws or regulations. Various internal and external factors may have favorable or unfavorable effects on the Company’s future effective tax rate. These factors include, but are not limited to, changes in tax laws, regulations and/or rates, changing interpretations of existing tax laws or regulations, changes in estimates of prior years’ items, results of tax audits by tax authorities, future levels of research and development spending, changes in estimates related to repatriation of undistributed earnings of foreign subsidiaries, and changes in overall levels of pre-tax earnings. The realization of the Company’s deferred tax assets is primarily dependent on whether the Company is able to generate sufficient capital gains and taxable income prior to expiration of any loss carry forward balance. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. The assessment of whether or not a valuation allowance is required often requires significant judgment with regard to management’s assessment of the long-range forecast of future taxable income and the evaluation of tax planning initiatives. Adjustments to the deferred tax valuation allowances are made to earnings in the period when such assessments are made.

The Company records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the reporting date. There is inherent uncertainty in quantifying income tax positions. The Company has recorded tax benefits for those tax positions where it is more likely than not that a tax benefit will result upon ultimate settlement with a tax authority that has all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will result, no tax benefit has been recognized in the consolidated financial statements.

51


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



The net tax provision differs from that expected by applying the combined federal and provincial tax rates of 27.0% (March 31, 2024 – 27.0%) to income (loss) before income tax for the following items:
  March 31, 2025 March 31, 2024
$ $
Income (loss before tax) 20,382  (57,637)
Combined federal and provincial rate 27.0  % 27.0  %
Expected tax expense (recovery) 5,503  (15,562)
Non-deductible expenses (recovery) 3,070  3,519 
Non-deductible (non-taxable) portion of capital items (3,620) (2,441)
Goodwill and other impairment items —  1,674 
Tax impact on divestitures —  953 
Difference in statutory tax rate 2,400  1,031 
Effect of change in tax rates (1,530) (5,277)
Changes in deferred tax benefits not recognized (5,777) 15,549 
Change in tax legislation 4,573  — 
Income tax expense (recovery) 4,619  (554)

On May 23, 2023, the International Accounting Standards Board issued International Tax Reform - Pillar Two Model Rules - Amendments to IAS 12, Income Taxes which clarify that IAS 12 applies to income taxes arising from tax law enacted or substantively enacted to implement the Pillar Two model rules published by the Organization for Economic Co-operation and Development, including tax law that implements Qualified Domestic Minimum Top-up Taxes. The Company has adopted these amendments, however, they are not yet applicable for the current reporting year as the Company’s consolidated revenue is below the threshold of €750 million.

Deferred taxes reflect the tax effects of temporary differences between the carrying amounts of asset and liabilities for financial reporting purposes and their tax values. Movements in deferred tax assets (liabilities) at March 31, 2025 and March 31, 2024 are comprised of the following:
Balance, March 31, 2024 Recovered through (charged to) earnings Recovered through
(charged to) other comprehensive income
Balance, March 31, 2025
$ $ $ $
Deferred tax assets
Non-capital losses 23,740  4,293  243  28,276 
Capital losses 56  271  —  327 
Finance costs 64  500  —  564 
Leases 6,238  (989) 96  5,345 
Others (109) 147  22  60 
Total deferred tax assets 29,989  4,222  361  34,572 
Deferred tax liabilities
Intangible assets (7,742) (497) (402) (8,641)
Property, plant and equipment (12,380) (6,206) 52  (18,534)
Inventory (5,709) 603  (32) (5,138)
Biological assets (4,863) 5,640  —  777 
Others (142) (573) (714)
Total deferred tax liabilities (30,836) (1,033) (381) (32,250)
Net deferred tax assets (liabilities) (847) 3,189  (20) 2,322 
52


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



Balance, March 31, 2023
Recovered through (charged to) earnings Recovered through
(charged to) other comprehensive income
Recovered through (charged to) equity Balance, March 31, 2024
$ $ $ $ $
Deferred tax assets
Non-capital losses 31,903  (6,842) (43) (1,278) 23,740 
Capital losses 142  (86) —  —  56 
Finance costs 118  (54) —  —  64 
Investment tax credit 1,282  (1,282) —  —  — 
Derivatives 26  (26) —  —  — 
Leases 6,529  (287) (4) —  6,238 
Others (122) 12  —  (109)
Total deferred tax assets 40,001  (8,699) (35) (1,278) 29,989 
Deferred tax liabilities
Convertible debenture (3,402) 3,402  —  —  — 
Investment in associates (12) 12  —  —  — 
Intangible assets (12,624) 4,826  56  —  (7,742)
Property, plant and equipment (16,265) 3,893  (8) —  (12,380)
Inventory (5,218) (491) —  —  (5,709)
Biological assets (2,070) (2,793) —  —  (4,863)
Others (1,655) 1,513  —  —  (142)
Total deferred tax liabilities (41,246) 10,362  48  —  (30,836)
Net deferred tax liabilities (1,245) 1,663  13  (1,278) (847)

Deferred tax assets (liabilities) as presented in the consolidated statements of financial position:

March 31, 2025 March 31, 2024
$ $
Deferred tax assets 4,219  15,343 
Deferred tax liabilities (1,897) (16,190)
Net deferred tax assets (liabilities) 2,322  (847)

Deferred tax assets have not been recognized with respect to the following deductible temporary differences:
March 31, 2025 March 31, 2024
$ $
Non-capital losses carried forward 1,293,859  1,359,623 
Capital losses 182,749  203,843 
Property, plant and equipment 579,392  555,376 
Intangible assets 71,559  74,068 
Goodwill 29,021  29,936 
Marketable securities 23,224  22,210 
Investment tax credits 6,696  6,696 
Derivatives 4,393  11,254 
Capital lease obligations 21,269  17,250 
Other 18,004  29,143 
2,230,166  2,309,399 




53


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



The Company has income tax loss carryforwards of approximately $1,254.9 million (March 31, 2024 – $1,251.2 million) which are predominately from Canada and if unused, will expire as follows:

Expiration year
$
2026 2030 142,715 
2031 2035 225,324 
2036 2040 505,870 
2041 2045 381,021 
1,254,930 

The Company’s consolidated current tax provision relates to management’s assessment of the amount of tax payable on open tax positions where the liabilities remain to be agreed with the tax authorities in the jurisdictions to which the group operates in. Uncertain tax items for which a provision of $4.6 million was recorded relate principally to retroactive changes in tax legislation regarding arrangements entered into by the Company. Due to the uncertainty associated with such tax items, there is a possibility that, on conclusion of open tax matters at a future date, the final outcome may differ significantly.

Note 20    Related Party Transactions

Accounting Policy

The Company considers a person or entity as a related party if they are a member of key management personnel including their close relatives, an associate or joint venture, those having significant influence over the Company, as well as entities that are under common control or controlled by related parties.

The Company’s key management personnel have the authority and responsibility for planning, directing and controlling the activities of the Company and consists of the Company’s executive management team and board of directors. Compensation expense for key management personnel was as follows:
Years ended March 31,
2025
2024
$ $
Short-term employment benefits (1)
8,820  10,440 
Long-term employment benefits 45  40 
Termination benefit 258  1,089 
Directors’ fees
383  322 
Share-based compensation (2)
8,467  10,155 
Total management compensation (3)
17,973  22,046 
(1)As of March 31, 2025, $2.8 million is payable or accrued for key management compensation (March 31, 2024 – $1.8 million).
(2)Share-based compensation represent the fair value of options granted and vested to key management personnel under the Company’s share-based compensation plans (Note 15). Board of director equity settled DSUs are included in share-based compensation.
(3)As of March 31, 2025, there are 10 key management personnel (March 31, 2024 – 10).

In connection with the acquisition of all of the issued and outstanding shares of CannaHealth, the Company paid $21.9 million to the minority interest of a consolidated subsidiary. The allocation of the consideration paid was determined to be solely deferred compensation, which is being amortized over a five year period. During the year ended March 31, 2025, the Company recognized amortization expense of $3.8 million (year ended March 31, 2024 – $3.8 million) in the consolidated statements of income (loss) and comprehensive income (loss). The transaction is in the normal course of operations and are measured at the exchange value, being the amounts agreed to by the parties.

In connection with a Creditor Agreement (Note 12), the Company entered into an unsecured loan agreement (“Agreement”) with Bevo which the Company holds a controlling interest of 50.1%. The principal and accrued interest were originally due on May 31, 2025, however this was subsequently amended to allow for a two month extension of the principal due August 1, 2025. The amendment also increases the fixed rate of interest to 17% during the extension period and requires accrued interest and an amendment fee totaling $0.5 million payable upon execution of the amendment. The Company advanced funds of $2.5 million, which is eliminated upon consolidation. (Note 12).

54


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



Note 21    Commitments and Contingencies

(a)Claims and Litigation

The Company is subject to litigation and similar claims in the ordinary course of our business, including claims related to employment, human resources, product liability and commercial disputes. Estimating an amount or range of possible losses resulting from litigation proceedings is inherently difficult, particularly where the matters involve indeterminate claims for monetary damages and are in the stages of the proceedings where key factual and legal issues have not been resolved. For these reasons, the Company is currently unable to predict the ultimate timing or outcome of or reasonably estimate the possible losses or a range of possible losses resulting from the matters described below, unless otherwise noted. Management is of the opinion, based upon legal assessments and information presently available, that it is unlikely that any of these claims would result in liability to the Company, to the extent not provided for through insurance or otherwise, or would have a material effect on the consolidated financial statements, other than the claims described below.

On November 21, 2019, a purported class action proceeding was commenced in the United States District Court for the District of New Jersey against the Company and certain of its current and former directors and officers on behalf of persons or entities who purchased, or otherwise acquired, publicly traded Aurora securities between October 23, 2018 and February 6, 2020. Final Court approval of the settlement was obtained on January 28, 2025 and the matter was settled with insurance proceeds during the three months ended March 31, 2025.

On June 15, 2020, a claim was filed in the Court of King's Bench of Alberta against Aurora and a former officer alleging breach of obligations under a term sheet, with the plaintiff seeking $18.0 million in damages. While this matter is ongoing, the Company believes the action to be without merit and intends to defend the claim.

On August 10, 2020, a purported class action lawsuit was filed in the Court of the King's Bench of Alberta against Aurora and certain executive officers in the Province of Alberta on behalf of persons or entities who purchased, or otherwise acquired, publicly traded Aurora securities and allegedly suffered losses as a result of Aurora releasing statements containing misrepresentations during the period of September 11, 2019 and December 21, 2019. Plaintiff and Defendant have each prepared factums for a leave application. Prior to the hearing, Defendants filed a request for adjournment and leave to amend their pleadings. The amended Statement of Claim was filed on March 8, 2024. The Company has filed a motion to strike the amendment. The Company’s motion to strike was heard the week of November 18, 2024. We continue to await the judge’s decision. The Company disputes the allegations and intends to vigorously defend against the claims.

On January 4, 2021, a civil claim was filed with the King’s Bench of Alberta against Aurora and Hempco by a former landlord regarding unpaid rent in the amount of $8.9 million, representing approximately $0.4 million for rent in arrears and costs, plus $8.5 million for loss of rent and remainder of the term. The Company filed a statement of defence on March 24, 2021. Plaintiffs brought an Application seeking summary judgment against the Company and the Company has filed Affidavit evidence in response. Cross-examinations for the Company’s affiants and for Plaintiff’s affiant have been completed. While this matter is ongoing, the Company intends to continue to defend against the claims.

On November 15, 2022, the Company, its subsidiary ACE, and MedReleaf Corp. (which amalgamated with ACE in July 2020) were named in purported class action proceeding in the Ontario Superior Court of Justice. The purported class action claims that the Company failed to warn of certain risks purported to be associated with the consumption of cannabis. On May 14, 2025 Justice Leiper approved a order certifying the proceeding as a class. The parties mutually agreed to certify a narrower claim and a consent certification. In consenting to this procedural step, Aurora did not admit liability, which will vigorously defended against in the proceedings. The Company intends to continue to defend against the claim.

In respect of the aforementioned claims, the Company has recognized total legal provisions of $0.3 million (March 31, 2024 – $2.3 million) in provisions on the consolidated statements of financial position.
(b)Commitments

The Company has various lease commitments related to various office space, production equipment, vehicles, facilities and warehouses expiring up to June 2033. The Company has certain leases with optional renewal terms that the Company may exercise at its option.

In addition to lease liability commitments disclosed in Note 25(b) and loans and borrowing repayments in Note 12, the Company has $4.2 million in future capital commitments and $10.0 million purchase commitment payments, which are due over the next 12 months and $16.5 million which are due in one to three years.


55


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



Note 22    Revenue

Accounting Policy

The Company generates revenue primarily from the sale of cannabis, cannabis related products, plant propagation and provision of services. The Company uses the following five-step contract-based analysis of transactions to determine if, when and how much revenue can be recognized:

1. Identify the contract with a customer;
2. Identify the performance obligation(s) in the contract;
3. Determine the transaction price;
4. Allocate the transaction price to the performance obligation(s) in the contract; and
5. Recognize revenue when or as the Company satisfies the performance obligation(s).

Revenue from the sale of cannabis is generally recognized when control over the goods has been transferred to the customer. Payment for medical sales is typically due prior to shipment. Payment for wholesale transactions is due within a specified time period as permitted by the underlying agreement and the Company’s credit policy upon the transfer of goods to the customer. All other payment terms are from 30-60 days, primarily from sales in the EU and Australia. The Company generally satisfies its performance obligation and transfers control to the customer upon delivery and acceptance by the customer. Revenue is recorded at the estimated amount of consideration to which the Company expects to be entitled.

Revenue from plant propagation is recognized at a point in time when control of the goods is transferred to the customer, at an amount which reflects the consideration to which the Company expects to be entitled to in exchange for those goods. The Company goods consist of propagation seedlings and bedding plants. The sale is completed upon delivery as the Company bears the responsibility of transportation and related costs.

For bill-and-hold arrangements, revenue is recognized before delivery but only upon transfer of control of the good to the customer. Control is transferred to the customer when the substance of the bill-and-hold arrangement is substantive, the Company cannot sell the goods to another customer, the goods can be identified separately and are ready for physical transfer to the customer.

Service revenues, including patient referral services, are recognized over a period of time as performance obligations are completed. Payment of the transaction price for patient counselling is typically due prior to the services being rendered and therefore, the transaction price is recognized as a contract liability, or deferred revenue, when payment is received. Contract liabilities are subsequently recognized into revenue as or when the Company fulfills its performance obligation.

Effective October 17, 2018, Canada Revenue Agency (“CRA”) began levying an excise tax on the sale of medical and consumer cannabis products. The Company becomes liable for these excise duties when cannabis products are delivered to the customer. The excise taxes payable is the higher of (i) a flat-rate duty which is imposed when a cannabis product is packaged, and (ii) an ad valorem duty that is imposed when a cannabis product is delivered to the customer. Effective May 1, 2019, excise tax calculated on edible cannabis products, cannabis extracts and cannabis topicals will prospectively be calculated as a flat rate based on the quantity of total tetrahydrocannabinol (THC) contained in the final product. There were no changes in the legislation in calculating excise taxes for fresh cannabis, dried cannabis, seeds and plants. Where the excise tax has been billed to customers, the Company has reflected the excise tax as part of revenue in accordance with IFRS 15. Net revenue from sale of goods, as presented on the consolidated statements of comprehensive income (loss), represents revenue from the sale of goods less applicable excise taxes. Given that the excise tax payable/paid to CRA cannot be reclaimed and is not always billed to customers, the Company recognizes that the excise tax is an operating cost that affects gross margin to the extent that it is not recovered from its customers.

For certain sale of goods in which the Company earns a manufacturing fee, the Company records net revenue as an agent on the basis that the Company does not control pricing or bear inventory or credit risk.

The Company generates revenue from the transfer of goods at a point-in-time from the revenue streams below. Net revenue from sale of goods is reflected net of actual returns and estimated variable consideration for future returns and price adjustments of $0.2 million for the year ended March 31, 2025 (year ended March 31, 2024 – $1.2 million). The estimated variable consideration is based on historical experience and management’s expectation of future returns and price adjustments. As of March 31, 2025, the net return liability for the estimated variable consideration was $0.2 million (March 31, 2024 – $1.2 million) and is included in deferred revenue on the consolidated statements of financial position.
56


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



Year ended March 31, 2025
Medical Consumer
Wholesale bulk cannabis
Total cannabis
Plant propagation Total
$ $ $ $ $ $
Canada 107,432  40,033  4,436  151,901  18,558  170,459 
Australia 53,661  —  —  53,661  —  53,661 
Europe 83,349  —  —  83,349  —  83,349 
U.S. —  —  —  —  35,824  35,824 
Total net revenue 244,442  40,033  4,436  288,911  54,382  343,293 
Year Ended March 31, 2024
Medical Consumer
Wholesale bulk cannabis
Total cannabis
Plant propagation Total
$ $ $ $ $ $
Canada 103,068  46,958  2,403  152,429  12,801  165,230 
Australia 31,680  —  —  31,680  —  31,680 
Europe 40,769  —  —  40,769  —  40,769 
U.S. —  —  —  —  31,958  31,958 
Total net revenue 175,517  46,958  2,403  224,878  44,759  269,637 
57


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



Note 23    Segmented Information

Accounting Policy

Operating segments are components of the Company that engage in business activities which generate revenues and incur expenses (including intercompany revenues and expenses related to transactions conducted with other components of the Company). The operations of an operating segment are distinct and the operating results are regularly reviewed by the chief operating decision maker (“CODM”) for the purposes of resource allocation decisions and assessing its performance. Reportable segments are Operating segments whose revenues or profit/loss or total assets exceed ten percent or more of those of the combined entity.

Key measures used by the CODM to assess performance and make resource allocation decisions include net revenue, gross profit, general and administrative expenses, and sales and marketing expenses. The Company’s operating results are divided into two reportable segments plus corporate.

As at March 31, 2025, the Company had two reportable operating segments: (i) Cannabis and (ii) Plant Propagation. The Company’s identification of operating segment is based on product type. The Cannabis operating segment relates to the cultivation, manufacturing and distribution of cannabis, in addition to ancillary support services such as research and development and patient counselling and the plant propagation segment relates to vegetables propagation and floral cultivation. Additionally, the two segments are distinct in terms of their distribution, competition, regulatory environment and margins. There is no aggregation of operating segments.

Operating Segments Cannabis Plant Propagation Corporate
Total
$ $ $ $
Year ended March 31, 2025
Gross revenue 319,858  54,382  —  374,240 
Excise tax (30,947) —  —  (30,947)
Net revenue 288,911  54,382  —  343,293 
Cost of sales 140,944  45,155  3,141  189,240 
Gross profit before fair value adjustments 147,967  9,227  (3,141) 154,053 
General and administration 75,598  5,934  15,725  97,257 
Sales and marketing 56,171  110  —  56,281 
Year Ended March 31, 2024
Gross revenue 254,421  44,759  —  299,180 
Excise tax (29,543) —  —  (29,543)
Net revenue 224,878  44,759  —  269,637 
Cost of sales 149,449  41,499  1,002  191,950 
Gross profit before fair value adjustments 75,429  3,260  (1,002) 77,687 
General and administration 73,057  3,252  15,016  91,325 
Sales and marketing 51,859  51  —  51,910 


58


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



Geographical Segments Canada EU Australia Other Total
$ $ $ $ $
Non-current assets other than financial instruments
March 31, 2025
294,204  29,751  40,908  —  364,863 
March 31, 2024
308,816  29,368  38,197  14,001  390,382 
Year ended March 31, 2025
Net revenue 206,283  83,349  53,661  —  343,293 
Gross profit before fair value adjustments 62,660  59,602  31,791  —  154,053 
Year Ended March 31, 2024
Net revenue 226,077  40,731  2,753  76  269,637 
Gross profit (loss) before fair value adjustments 50,864  25,501  2,430  (1,108) 77,687 

During the years ended March 31, 2025 and March 31, 2024, no customer contributed 10 per cent or more to the Company’s net revenue.
59


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



Note 24    Fair Value of Financial Instruments
Accounting Policy

Fair Value Hierarchy

Financial instruments recorded at fair value are classified using a hierarchy that categorizes into three levels the inputs to valuation techniques used to measure fair value. The three levels of hierarchy are:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 - Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and
Level 3 - Inputs for the asset or liability that are not based on observable market data.

The individual fair values attributed to the different components of a financing transaction, notably marketable securities, derivative financial instruments, convertible debentures and loans, are determined using valuation techniques. The Company uses judgment to select the methods used to make certain assumptions and derive estimates. Significant judgment is also used when attributing fair values to each component of a transaction upon initial recognition, measuring fair values for certain instruments on a recurring basis and disclosing the fair values of financial instruments subsequently carried at amortized cost. These valuation estimates could be significantly different because of the use of judgment and the inherent uncertainty in estimating the fair value of instruments that are not quoted or observable in an active market.

Financial instruments are measured either at fair value or at amortized cost. The table below lists the valuation methods used to determine fair value of each financial instrument.
Fair Value Method
Financial Instruments Measured at Fair Value
Marketable securities
Closing market price of common shares as of the measurement date (Level 1)
Derivatives
Closing market price (Level 1) or Black-Scholes, Binomial, Monte-Carlo & FINCAD valuation model (Level 2 or 3)
Contingent consideration payable
Discounted cash flow model (Level 3)
Other long term liability Discounted cash flow model (level 3)
Derivative liability Closing market price of warrants (Level 1) or Kynex valuation model (Level 2)
Financial Instruments Measured at Amortized Cost
Cash and cash equivalents, restricted cash, accounts receivable
Carrying amount (approximates fair value due to short-term nature)
Accounts payable and accrued liabilities, long-term liabilities
Carrying amount (approximates fair value due to short-term nature)
Lease receivable, loans and borrowings, and lease liabilities.
Carrying value discounted at the effective interest rate approximates fair value

60


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



The carrying values of the financial instruments at March 31, 2025 are summarized in the following table:
Amortized cost FVTPL Total
$ $ $
Financial Assets
Cash and cash equivalents
137,921  —  137,921 
Restricted cash
47,407  —  47,407 
Accounts receivable, excluding sales taxes and lease receivable 37,798  —  37,798 
Marketable securities
—  554  554 
Lease receivable 6,841  —  6,841 
Financial Liabilities
Accounts payable and accrued liabilities
73,605  —  73,605 
 Lease liabilities 42,876  —  42,876 
 Derivative liabilities —  5,531  5,531 
 Other long term liabilities 498  —  498 
Loans and borrowings 61,707  —  61,707 

The following is a summary of financial instruments measured at fair value segregated based on the various levels of inputs:
Notes Level 1 Level 2 Level 3 Total
$ $ $ $
As at March 31, 2025
Marketable securities 7 554  —  —  554 
Other long term liability 498  47,597  48,095 
Derivative liabilities
14(c), 15(e)
3,111  2,420  —  5,531 
As at March 31, 2024
Marketable securities 4,036  —  —  4,036 
Derivative asset —  760  —  760 
Other long term liability 591  —  45,519  46,110 
Derivative liabilities 14(c), 15(e) 1,698  611  —  2,309 

Other long term liability includes the put option arising from the acquisition of Bevo. The put option is valued using a Monte Carlo simulation model. The determination relies on forecasted information, of which the significant assumptions used within the model are revenue, cost of sales and operating expenses. As at March 31, 2025, the present value of the amount payable on exercise of the put option was $47.6 million (March 31, 2024 - $45.5 million) which is recorded in other long term liability in the consolidated statements of financial position. The change during the year ended March 31, 2025 of $2.1 million (year ended March 31, 2024 - $2.1 million) is recorded in deficit in the consolidated statements of changes in equity.

Note 25    Financial Instruments Risk

The Company is exposed to a variety of financial instrument related risks. The Board mitigates these risks by assessing, monitoring and approving the Company’s risk management processes.

(a)Credit risk

Credit risk is the risk of a potential loss to the Company if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company is moderately exposed to credit risk from its cash and cash equivalents, restricted cash, accounts receivable and lease receivable. The risk exposure is limited to their carrying amounts reflected on the consolidated statements of financial position. The risk for cash and cash equivalents is mitigated by holding these instruments with highly rated Canadian financial institutions. Certain restricted funds in the amount of $43.9 million are retained by an insurer under the Segregated Accounts Companies Act governed by the Bermuda Monetary Authority. As the Company does not invest in asset-backed deposits or investments, it does not expect any credit losses. The Company periodically assesses the quality of its investments and is satisfied with the credit rating of the financial institutions.

The Company provides credit to certain customers in the normal course of business and has established credit evaluation and monitoring processes to mitigate credit risk. Credit risk is generally minimal for receivables from government bodies, which generally have low default risk. Credit risk for non-government customers is assessed on a case-by-case basis and a provision is recorded where required. As of March 31, 2025, $26.2 million of accounts receivable, net of allowances, are from non-government wholesale customers (March 31, 2024 – $22.8 million).

61


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



As at March 31, 2025, one customer made up 10% or more of trade accounts receivable (March 31, 2024 – two customers). Customers are either billed prior to the delivery of goods or after, in which typical payment terms are 30-60 days.

As at March 31, 2025, the provision for estimated credit losses is $0.8 million (March 31, 2024 – $1.3 million). During the year ended March 31, 2025, the Company wrote off $0.1 million (year ended March 31, 2024 – $2.1 million) and recognized an expense for the year ended of $0.1 million (year ended March 31, 2024 – expense of $0.7 million) recorded in the consolidated statements of income (loss) and comprehensive income (loss).

The Company’s aging of trade receivables, net was as follows:
March 31, 2025 March 31, 2024
$ $
0 – 60 days 30,094 33,239
61+ days 4,924 7,303
35,018 40,542
The Company’s undiscounted contractual cash flows from lease receivables is as follows:

March 31, 2025
$
Next 12 months 1,935 
Over 1 year to 2 years 1,860 
Over 2 years to 3 years 1,683 
Over 3 years to 4 years 1,181 
Over 4 years to 5 years 614 
Thereafter 525 
Total undiscounted lease payments receivable 7,798 
Unearned finance income (957)
Total lease receivable 6,841 
Current Note 3 (1,585)
Long-term 5,256 

(b)     Liquidity risk

The composition of the Company’s accounts payable and accrued liabilities was as follows:
March 31, 2025 March 31, 2024
$ $
Trade payables 27,620 20,325
Accrued liabilities 23,801 20,097
Payroll liabilities 19,643 15,496
Excise and sales tax payable 2,512 2,500
Other payables 29 145
73,605  58,563 



62


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



In addition to the commitments outlined in Note 21, the Company has the following undiscounted contractual obligations as at March 31, 2025, which are expected to be payable in the following respective periods:
Total ≤1 year Over 1 year - 3 years Over 3 years - 5 years > 5 years
$ $ $ $ $
Accounts payable and accrued liabilities 73,605  73,605  —  —  — 
Lease liabilities (1)
85,603  7,960  21,770  9,315  46,558 
Loans and borrowings 62,169  21,513  40,656  —  — 
221,377  103,078  62,426  9,315  46,558 
(1)Includes interest payable until maturity date.

Liquidity risk is the risk that the Company will not be able to meet its financial obligations associated with its financial liabilities when they are due. The Company manages liquidity risk through the management of its capital structure and resources to ensure that it has sufficient liquidity to settle obligations and liabilities when they are due. Our ability to fund our operating requirements depends on future operating performance and cash flows, which are subject to economic, financial, competitive, business and regulatory conditions, and other factors, some of which are beyond our control. Our primary short-term liquidity needs are to fund our net operating losses, capital expenditures to maintain existing facilities, short and long-term loans and borrowings and lease payments. Our medium-term liquidity needs primarily relate to lease payments and our long-term liquidity needs primarily relate to potential strategic plans.

As of March 31, 2025, the Company has access to the following capital resources available to fund operations and obligations:

•$137.9 million cash and cash equivalents; and
•access to a cross-border shelf prospectus filed on February 14, 2025 (the “2025 Shelf Prospectus”) which, together with a corresponding registration statement on form F-10 filed with the United States Securities and Exchange Commission, qualifies the issuance of U.S.$250 million of common shares, warrants, options, subscription receipts, debt securities and/or units during the 25-month period that the 2025 Shelf Prospectus remains effective (Note 27). Volatility in the cannabis industry, stock market and the Company’s share price may impact the amount and our ability to raise financing under the 2025 Shelf Prospectus.

Based on all of the aforementioned factors, the Company believes that its reduction of operating costs, current liquidity position, and access to the 2025 Shelf Prospectus are adequate to fund operating activities and cash commitments for investing, financing and strategic activities for the foreseeable future. In addition, the Company could access restricted cash of approximately $43.9 million relating to its self-insurance policy, if necessary.

(c) Market risk

Market risk is the risk that changes in the market related factors, such as foreign exchange rates and interest rates, will affect the Company’s (loss) income or the fair value of its financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters.

(i)     Currency risk

The operating results and financial position of the Company are reported in Canadian dollars. As the Company operates internationally, certain of the Company’s financial instruments and transactions are denominated in currencies other than the Canadian dollar. The results of the Company’s operations are, therefore, subject to currency transaction and translation risks. 

The Company’s main risk is associated with fluctuations in Euros, Australian dollars and U.S. dollars. The Company holds cash in Canadian dollars, U.S. dollars, Australian dollars and Euros; U.S.$0.4 million (March 31, 2024 – U.S.$0.4 million) of warrant derivative liabilities are exercisable in U.S. dollars. Assets and liabilities are translated based on the Company’s foreign currency translation policy.
    
The Company has determined that as at March 31, 2025, the effect of a 10% increase or decrease in Euros, Australian dollars, and U.S. dollars against the Canadian dollar on financial assets and liabilities would result in an increase or decrease of approximately $15.7 million (March 31, 2024 – $1.9 million) to net income and $1.9 million (March 31, 2024 – $6.7 million) to consolidated statements of income (loss) and comprehensive income (loss) for the year ended March 31, 2024.

(ii)    Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of financial instruments will fluctuate due to changes in market interest rates. Cash and cash equivalents bear interest at market rates. The Company is exposed to interest rate risk on the variable rate of interest on its term credit facilities which is based on CORRA plus an applicable margin based on credit risk.. Otherwise, the Company’s other financial liabilities as at March 31, 2025, consisted of short term, non-interest bearing accounts and as a result are not impacted by changes in market interest rates.

The Company has determined as at March 31, 2025, the effect of a 1% increase or decrease in market interest rates on the Credit Facilities would result in an increase or decrease of approximately $0.4 million to net income in the consolidated statements of income (loss) and comprehensive income (loss) during the next 12 months.

63


AURORA CANNABIS INC.
Notes to the Consolidated Financial Statements
Years ended March 31, 2025 and 2024
(Amounts reflected in thousands of Canadian dollars, except share and per share amounts)



(iii)     Price risk

Price risk is the risk of variability in fair value due to movements in equity or market prices. For so long as they remain outstanding, the Company’s warrant derivative liabilities are susceptible to price risk arising from uncertainties about their future outlook, future values and the impact of market conditions. The fair value of warrant derivative liabilities and marketable securities held in publicly traded entities are based on quoted market prices which the warrants or marketable securities can be exchanged for.

Note 26    Capital Management

As at March 31, 2025, the capital structure of the Company consists of $713.2 million (March 31, 2024 – $706.7 million) in shareholders’ equity and debt.

The Company’s objectives when managing capital are to ensure that there are adequate capital resources to safeguard the Company’s ability to continue as a going concern and maintain adequate levels of funding to support ongoing operations and future growth such that the Company can continue to deliver returns to shareholders and benefits for other stakeholders.

From time to time, the Company may adjust its capital structure in light of changes in economic conditions and the risk characteristics of the Company’s underlying assets. In addition, the Company plans to use existing funds, as well as funds from the future sale of products to fund operations and expansion activities.

64
EX-99.6 7 mda20250331q42025.htm EX-99.6 Document











picture1.jpg

AURORA CANNABIS INC.

Management’s Discussion & Analysis



For the years ended March 31, 2025 and 2024
(in Canadian Dollars)



Management’s Discussion & Analysis
Table of Contents
Business Overview
3
Condensed Statement of Comprehensive Income (Loss)
Key Quarterly Financial Results
Key Developments During and Subsequent to Three Months Ended March 31, 2025
Financial Review
Related Party Transactions
Change in Accounting Policies
Recent Accounting Pronouncements
Disclosure Controls and Procedures and Internal Controls Over Financial Reporting
Cautionary Statement Regarding Forward-Looking Statements
Cautionary Statement Regarding Certain Non-GAAP Performance Measures
2 | AURORA CANNABIS INC.
Q4 2025 MD&A


Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended March 31, 2025

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) of Aurora Cannabis Inc. (“Aurora” or the “Company”) should be read in conjunction with both the Company’s audited consolidated financial statements as at and for the year ended March 31, 2025 and the accompanying notes thereto (the “Financial Statements”), which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. The MD&A has been prepared as of June 17, 2025 pursuant to the disclosure requirements under National Instrument 51-102 - Continuous Disclosure Obligations (“NI 51-102”) of the Canadian Securities Administrators (“CSA”). Under the United States (“U.S.”) / Canada Multijurisdictional Disclosure System, we are permitted to prepare the MD&A in accordance with Canadian disclosure requirements which may differ from U.S. disclosure requirements.

On February 20, 2024, the Company completed a one-to-ten (1:10) reverse share split of all of its issued and outstanding common shares (“Share Consolidation”), resulting in a reduction in the issued and outstanding shares from 545,457,970 to 54,545,797. Shares reserved under the Company’s equity, warrants, and incentive plans were adjusted to reflect the Share Consolidation. All share and per share data presented in the Company’s consolidated financial statements and this MD&A have been retroactively adjusted to reflect the Share Consolidation unless otherwise noted.

All dollar amounts are expressed in thousands of Canadian dollars, except for share and per share amounts, and where otherwise indicated.

This MD&A contains forward-looking information within the meaning of applicable securities laws, and the use of Non-GAAP Measures (as defined below). Refer to “Cautionary Statement Regarding Forward-Looking Statements” and “Cautionary Statement Regarding Certain Non-GAAP Performance Measures” included within this MD&A.

This MD&A, Financial Statements, annual information form (“AIF”) and press releases have been filed in Canada on SEDAR+ at www.sedarplus.com and in the U.S. on EDGAR at www.sec.gov/edgar. Additional information can also be found on the Company’s website at www.auroramj.com.

Business Overview

Aurora was incorporated under the Business Corporations Act (British Columbia) on December 21, 2006 as “Milk Capital Corp.” Effective October 2, 2014, the Company changed its name to “Aurora Cannabis Inc.” The Company’s shares are listed on the Nasdaq Capital Market (“Nasdaq”) and the Toronto Stock Exchange (“TSX”) under the trading symbol “ACB”, and on the Frankfurt Stock Exchange (“FSE”) under the trading symbol “21P”.

The Company’s head office and principal address is 2207 90B St. SW Edmonton, AB T6X 0J9. The Company’s registered and records office address is Suite 1700, 666 Burrard Street, Vancouver, British Columbia, V6C 2X8.

The Company’s principal strategic business lines are focused on the production, distribution and sale of cannabis and cannabis-derivative products in Canada and internationally, and the propagation of vegetables and floral plants.

The Company’s primary market opportunities are:

•Global medical cannabis market: Production, distribution and sale of pharmaceutical-grade cannabis products in countries around the world permitted by government legislation. Currently, there are approximately 50 countries that have implemented regimes for some form of access to cannabis for medical purposes. The Company’s current principal medical markets are in Canada, Germany, UK, Poland and Australia. Aurora has established a leading market position in most of these countries; and

•Global consumer use cannabis market: Currently, only Canada and Uruguay have implemented federally-regulated consumer use of cannabis regimes. Of these two, the Company is currently only active in Canadian consumer market. Longer-term, the Company believes that the increasing success of medical cannabis regimes globally may lead to increased legalization of consumer markets.

On February 7, 2024, a wholly owned subsidiary of the Company acquired the remaining interest of 90.43% in Indica Industries Pty Ltd. (“MedReleaf Australia”) an Australian domiciled company, for a purchase price of $44.3 million (AUS$51.0 million).

Our Strategy

Aurora’s strategy is to leverage our diversified and scaled platform, our leadership in global cannabis and medical cannabis markets, and our cultivation, science and genetics expertise and capabilities to drive profitability and cash flow in our core Canadian and international operations in order to build sustainable, long-term shareholder value. We believe our key strength to delivering on our strategy is through our highly experienced leadership team and dedicated workforce.

Medical Leadership

Our established leadership in the Canadian and international medical markets positions us well for new regulated medical market openings, as
well as the potential U.S. federal legalization of medical cannabis. At the core of Aurora’s near-term objective to deliver sustainable profitability and positive operating cash flow is our focus on maintaining and growing our industry leading Canadian and international medical cannabis operations.

Our Canadian medical platform is characterized by leading market share, high barriers to entry through regulatory expertise, investment in technology and distribution, and an unwavering commitment to science, testing and compliance. Our Canadian medical operations allow for a
3 | AURORA CANNABIS INC.
Q4 2025 MD&A


direct-to-patient sales channel that does not rely on provincial wholesalers or private retailers to get product to patients. This direct-to-patient model allows Aurora to achieve sustainable gross profit margins of better than 60% with substantially better pricing power relative to the Canadian adult-use segment.

Our leadership in the international medical cannabis segment provides us with what we expect to be a high growth, profitable business segment that consistently delivers strong adjusted gross profit before fair value adjustments1. Our expertise in managing the complexity of multiple jurisdictions’ regulatory frameworks and relationships, as well as providing export and in-country EU GMP (European Union Good Manufacturing Practices) and other key certificated cannabis production, are capabilities that we believe will allow us to succeed as new medical and recreational markets open.

Global and U.S. Expansion

We believe that the global expansion of medical and recreational cannabis markets will continue. The Company believes its strengths in navigating complex regulatory environments, compliance, testing, cultivar breeding, genetic science, and cultivating high quality cannabis are essential strengths that create a repeatable, credible and portable process to new market development. These drive our current leadership in international medical markets which should allow us to win as new medical markets emerge and potentially transition to recreational markets. For instance, Aurora is active in many key European medical cannabis markets, including Germany, Poland, UK, France, Switzerland, Czech Republic and Malta. The Company holds a leading position in the flower segment in each market it is commercially active in and is overall one of the leading medical cannabis companies in Europe. In Germany, Aurora is one of three active in-country producers of medical cannabis, carrying a production and R&D license under the German cannabis law. With this, the Company is in a strong position to serve all medical markets in Europe and for any upcoming pilot projects for recreational cannabis.

With the acquisition of the remaining 90% equity interest of MedReleaf Australia, the Company now sells directly into Australia. MedReleaf Australia is a leading distributor of medical cannabis products in Australia and has expanded sales into New Zealand.

We remain optimistic that the U.S. cannabis market will eventually be federally regulated, with states’ rights respected, in a framework similar to every other comparable market. The timeframe for this is unknown, but Aurora is well positioned to create significant value for our shareholders once such federal regulatory framework is establish. Our strategic strengths of medical and regulatory expertise in a federal framework, and our scientific expertise, including with respect to genetics and breeding, position us as a partner of choice, and to be successful in lucrative components of the cannabis value chain.

Science leadership: Genetics and Breeding

We believe that our scientific leadership and ongoing investment in cannabis breeding and genetics provides Aurora with a strong competitive advantage in premium margin consumer and medical categories. Our industry-leading genetics and breeding program, located at Aurora Coast, a state-of-the-art facility in Vancouver Island’s Comox Valley, continues to bring variety into our product pipeline and has delivered 26 new proprietary cultivars, grown at scale in our own internal network, to our product pipeline since June 2021. These new cultivars have consistently delivered high potency flower with intensely aromatic profiles – critical attributes to delight consumers and deliver the effects patients are seeking.

Alongside our breeding initiatives, our cultivation efforts have set new benchmarks for consistency and quality, meeting the high demands of patients and consumers while driving increased yields, and improving profitability. These improvements have allowed us to supply a growing volume of product to more patients globally. We continue to expand our reach by introducing our latest high potency THC cultivars—such as Cosmic Cream, Pink Diesel, Chemango Kush, and Black Jelly—into additional markets worldwide at increasing potency. Furthermore, our comprehensive breeding pipeline consistently delivers new, commercially viable options, further elevating the standards of global cannabis. Our genetics are also starting to create impacts outside of Aurora’s own production network. A number of other Canadian licensed producers are growing and licensing our genetics, and we expect to see continued growth in these partnerships and commercial relationships.

In February 2025, Aurora published its discovery of a novel and proprietary trait for cannabis. This discovery, referred to as PM2, confers genetic resistance to powdery mildew, a very prevalent fungal disease in cannabis that has significant impact on potency, yield, overall flower quality and requires a significant amount of labour to manage. With this discovery, which has a patent pending, Aurora’s breeding program is now developing powdery mildew resistant cultivars, which we plan to begin testing at scale in production facilities in the Summer 2025. This potentially game-changing technology is just the latest challenge to be tackled by our globally-based cannabis science research team and is anticipated to have major impacts on the future cultivation of cannabis at Aurora and with our partners.

Consumer

Leveraging our leading strength in science, cultivation and post-harvest processing, Aurora is working to build a sustainable and profitable Canadian consumer business. Advances in Aurora cultivar breeding yielding unique proprietary genetics coupled with operational advancements in cultivation, and post-harvest techniques have repositioned the Aurora flower portfolio to one that has the characteristics that consumers are looking for: high THC and terpene levels, and distinctive experiences. These advances have also driven significant improvements in per unit production costs with higher yields and consistent delivery of specification resulting in all-in per unit costs for Aurora’s new portfolio that are a 30% or better improvement from our legacy cultivars. We believe this economic advantage will put us in a better position to compete and make a profit in some of the most attractive and highest growth categories in the Canadian consumer market. We have also refocused our innovation pipeline for efficient delivery of targeted new products and line extensions. The pace of innovation required to compete in the current Canadian consumer market is significant, with most new products delivering 80% of their lifetime value in the 12 months following launch.

1Adjusted gross profit before fair value is a Non-GAAP Measure and is defined in the “Cautionary Statement Regarding Certain Non-GAAP Performance Measures” section of this MD&A. Refer to the “Adjusted Gross Margin” section for a reconciliation to IFRS equivalent.
4 | AURORA CANNABIS INC.
Q4 2025 MD&A


Combined, Aurora’s ability to deliver products that deliver exceptional customer value in our targeted market segments, while at the same time achieving favorable contribution and gross margins, allows us to build towards a profitable and growing business and provides the know-how to leverage these lessons into future global consumer markets that are expected to open over the next few years.

Plant Propagation

With the acquisition of Bevo Agtech Inc. (“Bevo”) in August 2022, Aurora moved into the adjacent segment of plant propagation. Building on Bevo’s established record of profitable and positive cash flow, Aurora is accelerating the growth of the plant propagation business segment through the repurposing of Aurora Sky and Aurora Sun, which will open additional geographic regions for the existing propagation business, as well as allowing entry into the higher gross margin orchid business, one which is currently served in North America by lower-quality imports.

Financial Leadership in a Rapidly Maturing Industry

Aurora believes that profitable growth, positive cash flow, smart capital allocation and balance sheet health are critical success factors in such a dynamic and rapidly developing global industry. Our medical businesses, with country diversification, growth, and strong gross margins provide the foundation for profitability. Aurora has right-sized selling, general & administration costs (“SG&A”), centralized and optimized production facilities, and leveraged the Company’s cultivar breeding success to shift the Company’s portfolio in the Canadian consumer business to products with higher gross margins.

Aurora has one of the strongest balance sheets in the Canadian cannabis industry with approximately $185.3 million of cash and cash equivalents, inclusive of restricted cash, as at March 31, 2025. In addition, the Company has access to a cross-border shelf prospectus filed on February 14, 2025 (the “2025 Shelf Prospectus”) which, together with a corresponding registration statement filed with the United States Securities and Exchange Commission(the “SEC”), qualifies the issuance of U.S.$250 million of common shares, warrants, options, subscription receipts, debt securities and/or units during the 25-month period that it remains effective. Volatility in the cannabis industry, the stock market and the Company’s share price may impact our ability to raise, and the amount of any financing, under the 2025 Shelf Prospectus.

Cash provided by operating activities from continuing operations during the three months ended March 31, 2025 was $4.0 million compared to cash provided by of $29.6 million during the three months ended December 31, 2024 and cash used of $20.4 million during the three months ended March 31, 2024. The Company continues to focus its operating cash used to deliver sustainable positive free cash flow2. During the three months ended March 31, 2025, free cash inflow was $2.5 million, which includes a working capital recovery of $6.9 million.

Condensed Statements of Income (Loss)

This MD&A reflects only the results of continuing operations, unless otherwise noted.

The consolidated statements of income (loss) and comprehensive income (loss) and consolidated statements of cash flows for the previously reported Growery, Nordic, Reliva and ICC Labs Inc. (“ICC”), all formerly part of the Cannabis operating segment are presented as discontinued operations, separate from the Company’s continuing operations. Certain prior period financial information on the consolidated statements of income (loss) and comprehensive income (loss) and the consolidated statements of cash flows have been updated to present Growery, Nordic, Reliva and ICC as discontinued operations, and has therefore been excluded from both continuing operations and discussions for all periods presented in this MD&A.

The financial results from discontinued operations included in the consolidated statements of income (loss) and comprehensive income (loss) for the three and twelve months ended March 31, 2025 was nil and a loss of $14.2 million, respectively, compared to a loss of $0.5 million and $12.2 million for the year ended March 31, 2024, respectively.

Three months ended
Years ended
($ thousands)
March 31, 2025
December 31, 2024(3)
March 31, 2024(2)
March 31, 2025
March 31, 2024(2)
Net revenue (1a)
90,538  88,198  67,411  343,293  269,637 
Gross profit before fair value adjustments (1b)
43,017  43,322  23,921  154,053  77,687 
Gross profit 27,563  74,937  46,326  187,607  131,729 
Operating expenses 51,592  42,383  48,585  182,659  176,830 
Income (loss) from operations (24,029) 32,554  (2,259) 4,948  (45,101)
Other income (expenses) 10,490  (4,821) (18,719) 15,434  (12,536)
Net income (loss) from continuing operations (17,232) 28,110  (20,267) 15,763  (57,083)
Net income (loss) from discontinued operations, net of taxes 49  115  (501) (14,172) (12,243)
Net income (loss) (17,183) 28,225  (20,768) 1,591  (69,326)
(1)These terms are defined in the “Cautionary Statement Regarding Certain Non-GAAP Performance Measures” section of this MD&A. Refer to the following sections for reconciliation of Non-GAAP Measures to the IFRS equivalent measure:
a.Refer to the “Cost of Sales and Gross Margin” section for a reconciliation of net revenue to the IFRS equivalent.
b.Refer to the “Adjusted Gross Margin” section for reconciliation to the IFRS equivalent.
(2) Certain previously reported amounts have been adjusted to exclude the results of discontinued operations.
(3) In connection with the audit of the annual consolidated financial statements as at and for the year ended March 31, 2025, the Company noted that inventory and lease obligation were misstated, impacting the condensed consolidated     interim statements filed during the 2025 fiscal year. Certain balances in the
2 Free cash flow is a Non-GAAP Measure and is defined in the “Cautionary Statement Regarding Certain Non-GAAP Performance Measures” section of this MD&A. Refer to the “Liquidity and Capital Resources” section for a reconciliation to the IFRS equivalent.
5 | AURORA CANNABIS INC.
Q4 2025 MD&A


condensed consolidated interim financial statements as at and for the three months ended June 30, 2024, September 30, 2024 and December 31, 2024 were adjusted as a result and the amounts shown above reflect such adjustments. Refer to discussion under “Historical Quarterly Results” section of this MD&A for further detail.


Key Quarterly Financial Results

($ thousands, except Operational Results) Three months ended
March 31, 2025
December 31, 2024(4)
$ Change % Change
March 31, 2024(3)
$ Change % Change
Financial Results
Net revenue (1a)
90,538 88,198 2,340  % 67,411 23,127  34  %
Medical cannabis net revenue (1a)
67,776 68,149 (373) (1  %) 45,648 22,128  48  %
Consumer cannabis net revenue (1a)
8,166 9,912 (1,746) (18  %) 10,233 (2,067) (20  %)
Plant propagation revenue 13,770 8,897 4,873  55  % 10,416 3,354  32  %
Adjusted gross margin before FV adjustments on total net revenue (1b)
62  % 61  % N/A % 50  % N/A 12  %
Adjusted gross margin before FV adjustments on cannabis net revenue (1b)
65  % 63  % N/A % 54  % N/A 11  %
Adjusted gross margin before FV adjustments on medical cannabis net revenue (1b)
70  % 69  % N/A % 66  % N/A %
Adjusted gross margin before FV adjustments on consumer cannabis net revenue (1b)
27  % 26  % N/A % 16  % N/A 11  %
Adjusted gross margin before FV adjustments on plant propagation net revenue (1b)
37  % 40  % N/A (3  %) 25  % N/A 12  %
Adjusted SG&A expense(1d)
36,687 31,263 5,424 17  % 31,351 5,336  17  %
Adjusted EBITDA (1c)
16,678 19,393 (2,715) (14  %) 2,319 14,359  619  %
Free cash flow (1e)
2,495 27,364 (24,869) (91  %) (21,866) 24,361  111  %
Balance Sheet
Working capital (1f)
367,465 338,741 28,724 % 301,985 65,480  22  %
Cannabis inventory and biological assets (2)
193,980 212,075 (18,095) (9  %) 148,112 45,868  31  %
Total assets 852,666 862,297 (9,631) (1  %) 838,673 13,993  %
(1)These terms are defined in the “Cautionary Statement Regarding Certain Non-GAAP Performance Measures” section of this MD&A. Refer to the following sections for reconciliation of Non-GAAP Measures to the IFRS equivalent measure:
a.Refer to the “Revenue” and “Cost of Sales and Gross Margin” section for a reconciliation of cannabis net revenue to the IFRS equivalent.
b.Refer to the “Adjusted Gross Margin” section for reconciliation to the IFRS equivalent.
c.Refer to the “Adjusted EBITDA” section for reconciliation to the IFRS equivalent.
d.Refer to the “Operating Expenses” section for reconciliation to the IFRS equivalent.
e.Refer to the “Liquidity and Capital Resources” section for a reconciliation to the IFRS equivalent.
f.“Working capital” is defined as Current Assets less Current Liabilities as reported on the Company’s Consolidated Statements of Financial Position.
(2)Represents total biological assets and inventory, exclusive of merchandise, accessories, supplies, consumables and plant propagation biological assets.
(3)Certain previously reported amounts have been adjusted to exclude the results of discontinued operations.
(4) In connection with the audit of the annual consolidated financial statements as at and for the year ended March 31, 2025, the Company noted that inventory and lease obligation were misstated, impacting the condensed consolidated     interim statements filed during the 2025 fiscal year. Certain balances in the condensed consolidated interim financial statements as at and for the three months ended June 30, 2024, September 30, 2024 and December 31, 2024 were adjusted as a result and the amounts shown above reflect such adjustments. Refer to discussion under “Historical Quarterly Results” section of this MD&A for further detail.

Key Developments During and Subsequent to the Three Months Ended March 31, 2025

Operating Activities

On February 6, 2025, the Company entered into a cannabis supply agreement with SNDL Inc. The agreement is for an initial three year term with an option to extend and has an expected value of $27.0 million over the initial term. The agreement contains quarterly minimum order quantities to provide a steady supply of quality cannabis to support the Company's expected growth into international markets.

Subsequent to March 31, 2025, the Company received the requisite regulatory approval for the share sale of a wholly-owned subsidiary of ICC Labs Inc, which is recorded as a discontinued operation. The share sale is expected to close in Q2 2025.

Financing Activities

On January 14, 2025, the Company’s 50.1% owned subsidiary, Bevo Agtech Inc. (“Bevo”), refinanced its credit facilities with its lender. As a result, the maturity date of Term Facility 1, Term Facility 2 and the revolver has been amended to October 20, 2028. The total amount drawn under Term Facility 1 and Term Facility 2 at the time of amendment was $43.0 million and were combined to form the new Term Facility 1. The Term Facility 2 remains and has $6.0 million available to be drawn. The total borrowings available under the revolver remains at $18.0 million. Interest is based on daily CORRA, plus an adjustment factor of 0.3%, plus an applicable margin ranging from 1.50% - 3.00%. The total quarterly repayment consists of principal of $0.5 million, adjusted for any new drawings under Term Facility 2, plus accrued interest. The lender has made available additional hedging and MasterCard facilities with a maximum credit limit of $0.3 million. The credit facilities are secured against all of Bevo’s propagation facilities and are subject to customary financial and non-financial covenants.

6 | AURORA CANNABIS INC.
Q4 2025 MD&A


On February 14, 2025, the Company filed the 2025 Shelf Prospectus for potential new issuances of up to U.S.$250.0 million of Common Shares, warrants, options, subscription receipts, debt securities or any combination thereof during the 25-month period that the 2025 Shelf Prospectus remains effective.

Financial Review

Net Revenue

The Company primarily operates in the cannabis market. The table below outlines the revenue attributed to medical, consumer and bulk sales channels for the year ended March 31, 2025 and the comparative periods.

($ thousands) Three months ended Years ended
March 31, 2025
December 31, 2024(2)
March 31, 2024(2)
March 31, 2025
March 31, 2024(3)
Medical cannabis net revenue(1)
Canadian medical cannabis net revenue 26,751  27,295  26,449  107,432  103,068 
International medical cannabis net revenue 41,025  40,854  19,199  137,010  72,449 
Total medical cannabis net revenue 67,776  68,149  45,648  244,442  175,517 
Consumer cannabis net revenue(1)
Consumer cannabis net revenue(1)
8,166  9,912  10,233  40,033  46,958 
Wholesale bulk cannabis net revenue(1)
Wholesale bulk cannabis net revenue(1)
826  1,240  1,114  4,436  2,403 
Total cannabis net revenue(1)
76,768  79,301  56,995  288,911  224,878 
— 
Plant propagation revenue 13,770  8,897  10,416  54,382  44,759 
Total net revenue(1)
90,538  88,198  67,411  343,293  269,637 
(1)Net revenue is a Non-GAAP Measure and is defined in the “Cautionary Statement Regarding Certain Non-GAAP Performance Measures” section of this MD&A. Refer to the “Cost of Sales and Gross Margin” section of this MD&A for a reconciliation to IFRS equivalent.
(2)Certain previously reported amounts have been adjusted to exclude the results of discontinued operations.

Medical Cannabis Net Revenue
During the three months ended March 31, 2025, total medical cannabis net revenue was $67.8 million compared to the three months ended December 31, 2024 of $68.1 million, and $45.6 million for the three months ended March 31, 2024, representing a decrease of $0.4 million and an increase of $22.1 million, respectively. Total medical cannabis net revenue remained relatively consistent compared to the three months ended December 31, 2024. The increase compared to the three months ended March 31, 2024, is due to increasing EU sales, combined with a full quarter of Australia sales being recognized in the current quarter compared to a partial quarter during the three months ended March 31, 2024.

Canadian medical cannabis net revenue remained relatively consistent during the three months ended March 31, 2025 compared to the three months ended December 31, 2024, and the three months ended March 31, 2024. The slight decrease over the three months ended December 31, 2024 is a result of a strategic decision to focus on increasing sales in the EU, with high profit margins. The slight increase over the three months ended March 31, 2024 is a result of the commercial collaboration with Cogent International Manufacturing Ltd (“Cogent”) announced in the first quarter of 2025. Similarly, this is reflected in the increase of $4.4 million during the year ended March 31, 2025 compared to the year ended March 31, 2024.

International medical cannabis net revenue was $41.0 million during the three months ended March 31, 2025 compared to $40.9 million for the three months ended December 31, 2024 and $19.2 million for the three months ended March 31, 2024. The increase of $21.8 million compared to the three months ended March 31, 2024 is largely due to recognition of sell through revenue in Australia after the acquisition and de-schedulization in Germany. The Company continues to see increased sales in other European countries as well. Similarly, this is reflected in the increase of $64.6 million during the year ended March 31, 2025 compared to the year ended March 31, 2024.

During the year ended March 31, 2025, total medical cannabis net revenue was $244.4 million, an increase of $68.9 million compared to $175.5 million during the year ended March 31, 2024, due to the increase in sales to Europe and Australia, noted above.

Consumer Cannabis Net Revenue

During the three months ended March 31, 2025, consumer cannabis net revenue decreased to $8.2 million compared to $9.9 million for the three months ended December 31, 2024 and $10.2 million for the three months ended March 31, 2024. The decrease over both periods is a result of the Company’s strategic shift to focus on portfolio optimization and allocation of cannabis flower to highest margin business segments. Similarly, this is reflected in the decrease of $7.0 million during the year ended March 31, 2025 compared to the year ended March 31, 2024.

7 | AURORA CANNABIS INC.
Q4 2025 MD&A


Plant Propagation Revenue

During the three months ended March 31, 2025, the Company’s plant propagation revenue was $13.8 million compared to the three months ended December 31, 2024 of $8.9 million and $10.4 million for the three months ended March 31, 2024. The increase over the three months ended December 31, 2024 of $4.9 million relates to the seasonality of the vegetable and floral business.

The increase over the three months ended March 31, 2024 of $3.4 million, relates to organic growth arising from increased plant propagation and product offerings. Similarly, this is reflected in the increase of $9.6 million during the year ended March 31, 2025 compared to the year ended March 31, 2024.
Cost of Sales and Gross Margin
Three months ended
Years ended
($ thousands) March 31, 2025
December 31, 2024(2)(3)
March 31, 2024(2)
March 31, 2025
March 31, 2024(2)
Revenue from sale of goods 94,732 94,629 75,123 369,841 298,648
Revenue from provision of services 2,560 1,349 113 4,399 532
Excise taxes (6,754) (7,780) (7,825) (30,947) (29,543)
Net revenue (1)
90,538 88,198 67,411 343,293 269,637
Cost of sales (47,521) (44,876) (43,490) (189,240) (191,950)
Gross profit before FV adjustments (1)
43,017 43,322 23,921 154,053 77,687
Gross margin before FV adjustments (1)
48  % 49  % 35  % 45  % 29  %
Changes in fair value of inventory sold
(34,703) (38,029) (21,584) (141,807) (80,546)
Unrealized gain on changes in fair value of biological assets 19,249 69,644 43,989 175,361 134,588
Gross profit 27,563 74,937 46,326 187,607 131,729
Gross margin 30  % 85  % 69  % 55  % 49  %
(1)These terms are Non-GAAP Measures and neither is a recognized, defined or standardized measure under IFRS. Refer to the “Cautionary Statement Regarding Certain Non-GAAP Performance Measures” section of this MD&A.
(2)Certain previously reported amounts have been adjusted to exclude the results of discontinued operations.
(3)In connection with the audit of the annual consolidated financial statements as at and for the year ended March 31, 2025, the Company noted that inventory and lease obligation were misstated, impacting the condensed consolidated     interim statements filed during the 2025 fiscal year. Certain balances in the condensed consolidated interim financial statements as at and for the three months ended June 30, 2024, September 30, 2024 and December 31, 2024 were adjusted as a result and the amounts shown above reflect such adjustments. Refer to discussion under “Historical Quarterly Results” section of this MD&A for further detail.
Gross margin before fair value adjustments was 48% for the three months ended March 31, 2025 compared to 49% for the three months ended December 31, 2024 and 35% for the three months ended March 31, 2024. The slight reduction from the prior quarter is mainly driven by a mix of lower sales in the cannabis business relative to higher sales in plant propagation. The increase compared to the three months ended March 31, 2024 is largely driven by increased sales to Europe and Australia, combined with a reduction in lower margin sales into the consumer market.

Gross margin before fair value adjustments was 45% for the year ended March 31, 2025 compared to 29% for the year ended March 31, 2024. The improvement is a result of channel mix evolution to high-margin revenue channels, supply chain network efficiencies from supplying Europe from Canada and higher efficiencies in production operations compared to the relative to the comparative period.


8 | AURORA CANNABIS INC.
Q4 2025 MD&A


Adjusted Gross Margin – Q4 2025

The table below outlines adjusted gross profit and margin before fair value adjustments for the indicated three month period:
($ thousands)
Medical cannabis Consumer cannabis Wholesale bulk cannabis Total cannabis Plant propagation
Total
Three months ended March 31, 2025
Gross revenue 70,681 12,015 826 83,522 13,770 97,292
Excise taxes (2,905) (3,849) (6,754) (6,754)
Net revenue (1)
67,776 8,166 826 76,768 13,770 90,538
Non-recurring net revenue adjustments (3)
(2,878) (2,878)
Adjusted net revenue 67,776 8,166 826 76,768 10,892 87,660
Cost of sales (25,758) (9,728) (1,149) (36,635) (10,886) (47,521)
Depreciation 2,176 645 76 2,897 1,039 3,936
Inventory impairment and non-recurring costs included in cost of sales (2)(3)
3,545 3,136 370 7,051 3,024 10,075
Adjusted gross profit (loss) before FV adjustments (1)
47,739 2,219 123 50,081 4,069 54,150
Adjusted gross margin before FV adjustments (1)
70  % 27  % 15  % 65  % 37  % 62  %
Three months ended December 31, 2024(5)
Gross revenue 71,125 14,716 1,240 87,081 8,897 95,978
Excise taxes
(2,976) (4,804) (7,780) (7,780)
Net revenue (1)
68,149 9,912 1,240 79,301 8,897 88,198
Non-recurring revenue adjustments (3)
(2,372) (2,372)
Adjusted net revenue 68,149 9,912 1,240 79,301 6,525 85,826
Cost of sales (26,138) (10,466) (1,353) (37,957) (6,919) (44,876)
Depreciation 2,035 698 89 2,822 993 3,815
Inventory impairment, non-recurring, and market development costs included in cost of sales (2)(3)
2,713 2,434 315 5,462 2,024 7,486
Adjusted gross profit (loss) before FV adjustments (1)
46,759 2,578 291 49,628 2,623 52,251
Adjusted gross margin before FV adjustments (1)
69  % 26  % 23  % 63  % 40  % 61  %
Three months ended March 31, 2024 (4)
Gross revenue 48,466 15,240 1,114 64,820 10,416 75,236
Excise taxes (2,818) (5,007) (7,825) (7,825)
Net revenue(1)
45,648 10,233 1,114 56,995 10,416 67,411
Non-recurring net revenue adjustments (3)
(192) (192)
Adjusted net revenue 45,648 10,233 1,114 56,995 10,224 67,219
Cost of sales (20,795) (11,682) (2,686) (35,163) (8,327) (43,490)
Depreciation 2,262 1,195 284 3,741 660 4,401
Inventory impairment, and non-recurring adjustments included in cost of sales (2)(3)
2,985 1,842 438 5,265 42 5,307
Adjusted gross profit before FV adjustments (1)
30,100 1,588 (850) 30,838 2,599 33,437
Adjusted gross margin before FV adjustments (1)
66  % 16  % (76  %) 54  % 25  % 50  %
(1)These terms are Non-GAAP Measures and are note recognized, defined or standardized measures under IFRS. Refer to the “Cautionary Statement Regarding Certain Non-GAAP Performance Measures” section of this MD&A.
(2)Inventory impairment includes inventory write-downs due to lower of cost or net realizable value adjustments, obsolescence provision adjustments and inventory destruction.
(3)Non-recurring items includes inventory count adjustments resulting from facility shutdowns and inter-site transfers and business transformation costs in connection with the re-purposing of the Company’s Sky and Sun facilities.
(4)Certain previously reported amounts have been adjusted to exclude the results of discontinued operations.
(5)In connection with the audit of the annual consolidated financial statements as at and for the the year ended March 31, 2025, the Company noted that inventory and lease obligation were misstated, impacting the condensed consolidated     interim statements filed during the 2025 fiscal year. Certain balances in the condensed consolidated interim financial statements as at and for the three months ended June 30, 2024, September 30, 2024 and December 31, 2024 were adjusted as a result and the amounts shown above reflect such adjustments. Refer to discussion under “Historical Quarterly Results” section of this MD&A for further detail.
9 | AURORA CANNABIS INC.
Q4 2025 MD&A


Medical Cannabis Adjusted Gross Margin

Aurora’s leading medical cannabis businesses in Canada, Europe and Australia continued to perform well during the three months ended March 31, 2025 and delivered 88% (three months ended December 31, 2024 – 89%, three months ended March 31, 2024 – 90%) of adjusted gross profit before fair value adjustments relative to the total adjusted gross profit before fair value adjustments, including plant propagation. The medical cannabis business delivered 96% of the adjusted gross profit before fair value adjustments relative to total adjusted gross profit before fair value adjustments, excluding plant propagation for the three months ended March 31, 2025 (three months ended December 31, 2024 – 95%, three months ended March 31, 2024 – 98%).

Adjusted gross margin before fair value adjustments on medical cannabis net revenue was 70% for the three months ended March 31, 2025, compared to 69% in three months ended December 31, 2024, and 66% in three months ended March 31, 2024. The adjusted gross margin before fair value adjustments has improved from the comparative prior period’s due higher revenue in high margin markets, sustainable cost reductions and improved efficiency in production operations.

Consumer Cannabis Adjusted Gross Margin

Adjusted gross margin before fair value adjustments on consumer cannabis net revenue was 27% for the three months ended March 31, 2025, compared to 26% in three months ended December 31, 2024 and 16% in three months ended March 31, 2024. Adjusted gross margin increased before fair value adjustments compared to the three months ended December 31, 2024, is due to brand mix, higher sales of high-margin brands. The increase in adjusted gross margin before fair value adjustments compared to the three months ended March 31, 2024 is primarily due cost improvements resulting from spend efficiencies.

Plant Propagation Adjusted Gross Margin

Adjusted gross margin before fair value adjustments on plant propagation revenue was 37% for the three months ended March 31, 2025 compared to 40% for the three months ended December 31, 2024 and 25% in three months ended March 31, 2024. The fluctuations in the plant propagation adjusted gross margin before fair value adjustments is due to product mix with higher margin sales in the third quarter.

10 | AURORA CANNABIS INC.
Q4 2025 MD&A


Adjusted Gross Margin – Q4 2025 YTD

The table below outlines adjusted gross profit and margin before fair value adjustments for the indicated twelve month period:

($ thousands)
Medical cannabis Consumer cannabis  Wholesale bulk cannabis Total cannabis Plant propagation
Total
Year ended March 31, 2025
Gross revenue 256,221 59,201 4,436 319,858 54,382 374,240
Excise taxes (11,779) (19,168) (30,947) (30,947)
Net revenue (1)
244,442 40,033 4,436 288,911 54,382 343,293
Non-recurring revenue adjustments (3)
(7,940) (7,940)
Adjusted net revenue 244,442 40,033 4,436 288,911 46,442 335,353
Cost of sales (91,844) (40,993) (11,248) (144,085) (45,155) (189,240)
Depreciation 8,056 3,335 1,017 12,408 3,981 16,389
Inventory impairment, non-recurring, business transformation, and market development costs included in cost of sales (2)(3)(4)
7,039 6,340 1,104 14,483 6,610 21,093
Adjusted gross profit (loss) before FV adjustments (1)
167,693 8,715 (4,691) 171,717 11,878 183,595
Adjusted gross margin before FV adjustments (1)
69  % 22  % (106  %) 59  % 26  % 55  %
Year ended March 31, 2024(5)
Gross revenue 186,372 65,646 2,403 254,421 44,759 299,180
Excise taxes (10,855) (18,688) (29,543) (29,543)
Net revenue (1)
175,517 46,958 2,403 224,878 44,759 269,637
Non-recurring revenue adjustments (3)
(598) (249) (847) (1,582) (2,429)
Adjusted net revenue 174,919 46,709 2,403 224,031 43,177 267,208
Cost of sales (92,406) (53,236) (4,809) (150,451) (41,499) (191,950)
Depreciation 10,429 5,619 508 16,556 3,478 20,034
Inventory impairment, and non-recurring in cost of sales(2)(3)(4)
17,510 12,714 973 31,197 5,028 36,225
Adjusted gross (loss) profit before FV adjustments (1)
110,452 11,806 (925) 121,333 10,184 131,517
Adjusted gross margin before FV adjustments (1)
63  % 25  % (38  %) 54  % 24  % 49  %
(1)These terms are defined in the “Cautionary Statement Regarding Certain Non-GAAP Performance Measures” section of this MD&A.
(2)Inventory impairment includes inventory write-downs due to lower of cost or net realizable value adjustments, obsolescence provision adjustments and inventory destruction.
(3)Non-recurring items includes one-time excise tax refunds, inventory count adjustments resulting from facility shutdowns and inter-site transfers.
(4)Business transformation includes costs in connection with the re-purpose of the Company’s Sky and Sun facilities.
(5)Certain previously reported amounts have been adjusted to exclude the results of discontinued operations.

Medical Cannabis Adjusted Gross Margin

Adjusted gross margin before fair value adjustments on medical cannabis net revenue was 69% for the year ended March 31, 2025 compared to 63% for the years ended March 31, 2024. Adjusted gross margin before fair value adjustments increased due to sales mix by increasing sales in more the profitable markets of Europe and Australia, and production spend efficiencies, including change in sourcing strategy by fulfilling the European market from Canada.

Consumer Cannabis Adjusted Gross Margin

Adjusted gross margin before fair value adjustments on consumer cannabis net revenue decreased to 22% for the year ended March 31, 2025 compared to 25% for the years ended March 31, 2024. The decrease in adjusted gross margin before fair value adjustments is due to higher fixed overhead costs allocated to the consumer channel as a result of lower volumes manufactured for products sold through the channel.

Plant Propagation Adjusted Gross Margin

Adjusted gross margin before fair value adjustments on plant propagation was 26% for the year ended March 31, 2025 compared to 24% for the years ended March 31, 2024. The fluctuations are due to product mix of vegetables and floral plants and ramp up of the orchid business.

11 | AURORA CANNABIS INC.
Q4 2025 MD&A



Operating Expenses
Three months ended
Years ended
($ thousands) March 31, 2025
December 31, 2024(1)(2)
March 31, 2024(1)
March 31, 2025
March 31, 2024(1)
General and administration 28,552  23,687  25,418  97,257  91,325 
Sales and marketing 15,459  13,077  14,530  56,281  51,910 
Business transformation costs 624  819  2,970  3,435  5,326 
Research and development 785  929  743  3,676  3,572 
Depreciation and amortization 2,386  2,214  1,895  9,080  11,980 
Share-based compensation 3,786  1,657  3,029  12,930  12,717 
Total operating expenses 51,592  42,383  48,585  182,659  176,830 
(1) Certain previously reported amounts have been adjusted to exclude the results of discontinued operations.
(2) In connection with the audit of the annual consolidated financial statements as at and for the year ended March 31, 2025, the Company noted that inventory and lease obligation were misstated, impacting the condensed consolidated interim statements filed during the 2025 fiscal year. Certain balances in the condensed consolidated interim financial statements as at and for the three months ended June 30, 2024, September 30, 2024 and December 31, 2024 were adjusted as a result and the amounts shown above reflect such adjustments. Refer to discussion under “Historical Quarterly Results” section of this MD&A for further detail.

General and administration (“G&A”)

During the three months ended March 31, 2025, G&A expense increased by $4.9 million compared to the three months ended December 31, 2025 and increased by $3.1 million compared to the three months ended March 31, 2024. The increase over the three months ended December 31, 2024 is a result of: i) higher employee compensation costs due to increased bonus and contract labour; ii) increased costs incurred at Bevo as it ramps up capacity for its orchid business; and iii) additional professional fees relating to public company costs incurred in the fourth quarter of the fiscal year. The increase over the three months ended March 31, 2024 relates to the incremental costs from the acquisition of MedReleaf Australia.

During the year ended March 31, 2025, G&A expense increased by $5.9 million compared to the year ended March 31, 2024. The increase is attributable to higher employee compensation costs, ramp up costs at Bevo and incremental costs following the acquisition of MedReleaf Australia.

Sales and marketing (“S&M”)

During the three months ended March 31, 2025, S&M expense increased by $2.4 million compared to the three months ended December 31, 2024 and increased by $0.9 million the three months ended March 31, 2024. The increase compared to the prior quarter is primarily due to higher one-time selling costs at MedReleaf Australia.

During the year ended March 31, 2025, S&M expense increased by $4.4 million compared to the year ended March 31, 2024. The increase is due to higher freight and logistics costs, notably from sales to Europe with an increase in sourcing from Canada, and incremental costs following the acquisition of MedReleaf Australia.

Research and development (“R&D”)

The Company’s investment in R&D and product innovation is partly opportunistic and its approach to R&D spend is targeted and gated. As such these costs will vary quarter over quarter and year over year.

Depreciation and amortization

During the three months ended March 31, 2025, depreciation and amortization remained relatively consistent compared to the three months ended December 31, 2025 and the three months ended March 31, 2024.

During the year ended March 31, 2025, depreciation and amortization decreased $2.9 million compared to the year ended March 31, 2024. The decrease primary related to relates to facility disposals and asset impairment charges previously recognized during the year ended March 31, 2024.

Share-based compensation

During the three months ended March 31, 2025, share-based compensation expense increased by $2.1 million compared to the three months ended December 31, 2024 and remained consisted with the three months ended March 31, 2024. The increase compared to prior quarter was partly due to a $1.3 million fair value adjustment to cash settled share-based compensation and a one time issuance of stock options that vested immediately with a fair value of $0.8 million.

During the year ended March 31, 2025, share-based compensation expense remained relatively consistent compared to the year ended March 31, 2024.
12 | AURORA CANNABIS INC.
Q4 2025 MD&A



Adjusted SG&A

The table below outlines Adjusted SG&A for the periods ended:

Three months ended
Years ended
($ thousands) March 31, 2025
December 31, 2024(3)
March 31, 2024(2)
March 31, 2025
March 31, 2024(2)
General and administration 28,552  23,687  25,418  97,257  91,325 
Sales and marketing 15,459  13,077  14,530  56,281  51,910 
Business transformation costs (5,837) (5,128) (6,862) (20,326) (22,590)
Out-of-period adjustments —  —  (642) —  (1,236)
Non-recurring costs (1,487) (373) (1,093) (2,144) (3,768)
Adjusted SG&A (1)
36,687  31,263  31,351  131,068  115,641 
(1)Adjusted SG&A is a Non-GAAP Measure and is not a recognized, defined, or standardized measure under IFRS. Refer to the “Cautionary Statement Regarding Certain Non-GAAP Performance Measures” section of this MD&A.
(2)Certain previously reported amounts have been adjusted to exclude the results of discontinued operations.
(3)In connection with the audit of the annual consolidated financial statements as at and for the year ended March 31, 2025, the Company noted that inventory and lease obligation were misstated, impacting the condensed consolidated     interim statements filed during the 2025 fiscal year. Certain balances in the condensed consolidated interim financial statements as at and for the three months ended June 30, 2024, September 30, 2024 and December 31, 2024 were adjusted as a result and the amounts shown above reflect such adjustments. Refer to discussion under “Historical Quarterly Results” section of this MD&A for further detail.

During the three months ended March 31, 2025 adjusted SG&A increased compared to the three months ended December 31, 2024 and the three months ended March 31, 2024. The increase over this time primarily relates to higher freight and logistics costs, notably from increasing sales to Europe and and incremental costs following the acquisition of MedReleaf Australia. Similarly, this is reflected in the increase of $15.4 million during the year ended March 31, 2025 compared to the year ended March 31, 2024.

Other Income (Expenses)

Three months ended
Years ended
($ thousands) March 31, 2025
December 31, 2024(2)
March 31, 2024(1)
March 31, 2025
March 31, 2024(1)
Interest and other income 2,590  2,601  2,891  11,505  12,820 
Finance and other costs (2,518) (1,976) (1,990) (8,420) (13,798)
Foreign exchange gain (loss) 4,371  3,111  4,512  11,441  (415)
Other gains (losses) 6,047  (7,990) 11,817  1,604  27,263 
Restructuring charges —  —  (281) —  (1,508)
Impairment of property, plant and equipment —  (567) (2,812) (696) (4,042)
Impairment of intangible assets and goodwill —  —  (32,856) —  (32,856)
Other income (expenses) 10,490  (4,821) (18,719) 15,434  (12,536)
(1)Certain previously reported amounts have been adjusted to exclude the results of discontinued operations.
(2)In connection with the audit of the annual consolidated financial statements as at and for the year ended March 31, 2025, the Company noted that inventory and lease obligation were misstated, impacting the condensed consolidated     interim statements filed during the 2025 fiscal year. Certain balances in the condensed consolidated interim financial statements as at and for the three months ended June 30, 2024, September 30, 2024 and December 31, 2024 were adjusted as a result and the amounts shown above reflect such adjustments. Refer to discussion under “Historical Quarterly Results” section of this MD&A for further detail.

During the three months ended March 31, 2025, other income was $10.5 million compared to other expenses of $4.8 million for the three months ended December 31, 2024 and other expenses of $18.7 million for the three months ended March 31, 2024. The increase of $15.3 million compared to the three months ended December 31, 2024, is primarily a result of a fair value adjustment to contingent consideration of $9.8 million recorded as other losses during the comparative period. During the three months ended March 31, 2024, other gains includes a fair value adjustment for the acquisition of Thrive, in which the contingent consideration was zero based on not achieving the requisite performance milestones.

During the year ended March 31, 2025, other income was $15.4 million compared to other expenses of $12.5 million for the year ended March 31, 2024. The increase of $28.0 million primarily relates to a decrease in finance and other costs of $5.1 million related to the extinguishment of the convertible debentures during the year ended March 31, 2024 and foreign exchange gains of $11.4 million increased from a loss for the year ended March 31, 2024 arising from the U.S. dollar appreciation. Other gains and losses fluctuations are discussed above.

Net Income (Loss)

Net loss from continuing operations for the three months ended March 31, 2025 was $17.2 million compared to net income of $28.1 million for the three months ended December 31, 2024 and net loss of $20.3 million for the three months ended March 31, 2024.

13 | AURORA CANNABIS INC.
Q4 2025 MD&A


The increase in net loss from continuing operations of $45.3 million compared to the three months ended December 31, 2024 primarily relates to a decrease in gross profit of $47.4 million and a increase in operating expenses of $9.2 million. The decrease in gross profit includes a decrease in unrealized gain on changes in fair value of biological assets of $50.4 million and an increase in changes in fair value of inventory and biological assets sold of $3.3 million.

The decrease in net loss from continuing operations of $3.0 million compared to the three months ended March 31, 2024 is comprised of a decrease in gross profit of $18.8 million, an increase in operating expenses of $3.0 million, an increase in income tax expense of $4.4 million, partially offset with other income in the current period $10.5 million compared to other expenses of $18.7 million during the three months ended March 31, 2024. The decrease in gross profit includes a decrease in unrealized gain on changes in fair value of biological assets of $24.7 million and a decrease in changes in fair value of inventory and biological assets sold of $13.1 million.

Net income from continuing operations for the year ended March 31, 2025 was $15.8 million compared to a net loss of $57.1 million for the year ended March 31, 2024. The increase in net income of $72.8 million primarily relates to an increase in gross profit of $55.9 million, partially offset by an increase in operating expenses of $5.8 million and increase in income tax expense of $4.1 million. Additionally, the current period had other income of $15.4 million whereas the comparative period had other expenses of $12.5 million. The increase in gross profit includes an increase in unrealized gain on changes in fair value of biological assets of $40.8 million, partially offset by an increase in changes in fair value of inventory and biological assets sold of $61.3 million.

Adjusted EBITDA

The following is the Company’s adjusted EBITDA:
($ thousands)
Three months ended
Years ended
March 31, 2025
December 31, 2024(6)
March 31, 2024(5)
March 31, 2025
March 31, 2024(5)
Net income (loss) from continuing operations (17,232) 28,110  (20,267) 15,763  (57,083)
Income tax expense (recovery) 3,693  (377) (711) 4,619  (554)
Other income (expense) (10,490) 4,821  18,719  (15,434) 12,536 
Share-based compensation 3,786  1,657  3,029  12,930  12,717 
Depreciation and amortization 6,322  6,030  6,296  25,470  32,066 
Acquisition costs 624  819  2,970  3,435  5,326 
Inventory and biological assets fair value and impairment adjustments 22,225  (28,311) (16,940) (17,905) (25,540)
Business transformation related charges (1)
5,983  4,780  7,539  18,996  25,189 
Out-of-period adjustments (2)
—  —  (185) —  1,236 
Non-recurring items (3)
1,767  1,864  1,869  1,835  7,859 
Adjusted EBITDA (4)
16,678  19,393  2,319  49,709  13,752 
(1)Business transformation related charges include costs related to closed facilities, certain IT project costs, costs associated with the repurposing of Sky and Sun, severance and retention costs in connection with the business transformation plan, and costs associated with the retention of certain medical aggregators. Some prior period amounts have been adjusted for changes in presentation.
(2)Out-of-period adjustments reflect adjustments to net loss for the financial impact of transactions recorded in the current period that relate to prior periods. Some prior period amounts have been adjusted for changes in presentation.
(3)Non-recurring items includes one-time excise tax refunds, non-core adjusted wholesale bulk margins, inventory count adjustments resulting from facility shutdowns and inter-site transfers, litigation and non-recurring project costs.
(4)Adjusted EBITDA is a Non-GAAP Measure and is not a recognized, defined, or standardized measure under IFRS. Refer to “Cautionary Statement Regarding Certain Non-GAAP Performance Measures” section of the MD&A. Prior period comparatives were adjusted to include the adjustments for markets under development, business transformation costs and non-recurring charges related to non-core bulk cannabis wholesale to be comparable to the current period presentation.
(5)Certain previously reported amounts have been adjusted to exclude the results of discontinued operations.
(6)In connection with the audit of the annual consolidated financial statements as at and for the year ended March 31, 2025, the Company noted that inventory and lease obligation were misstated, impacting the condensed consolidated     interim statements filed during the 2025 fiscal year. Certain balances in the condensed consolidated interim financial statements as at and for the three months ended June 30, 2024, September 30, 2024 and December 31, 2024 were adjusted as a result and the amounts shown above reflect such adjustments. Refer to discussion under “Historical Quarterly Results” section of this MD&A for further detail.

Adjusted EBITDA was $16.7 million for the three months ended March 31, 2025 compared to $19.4 million for the three months ended December 31, 2024 and $2.3 million for the three months ended March 31, 2024. The decrease compared to the three months ended December 31, 2024 is primarily due to an increase in Adjusted SG&A.

The improvement over the three months ended March 31, 2024 is from an increase in gross profit before fair value adjustments resulting from higher net revenue, partially offset by higher Adjusted SG&A resulting from higher freight and logistics costs, notably to supply Europe and Australia from Canada and incremental costs following the acquisition of MedReleaf Australia.
Adjusted EBITDA was $49.7 million for the year ended March 31, 2025 compared to Adjusted EBITDA of $13.8 million for the year ended March 31, 2024. The improvement is primarily due to an increase in gross profit before fair value adjustments, resulting from higher net revenue.



14 | AURORA CANNABIS INC.
Q4 2025 MD&A


Liquidity and Capital Resources
($ thousands)
March 31, 2025 March 31, 2024
Cash and cash equivalents(2)
137,921  136,095 
Restricted cash(2)
47,407  43,126 
Working capital (1)
367,465  301,985 
Total assets 852,666  838,673 
Total non-current liabilities 133,212  112,183 
Capitalization
Loans and borrowings 61,707  57,259 
Lease liabilities 42,876  47,532 
Total debt 104,583  104,791 
Total equity 608,591  601,870 
Total capitalization 713,174  706,661 
(1)Working Capital is a Non-GAAP Measure and is not a recognized, defined, or a standardized measure under IFRS. Refer to the “Cautionary Statement Regarding Certain Non-GAAP Performance Measures” section of this MD&A.
(2)Certain previously reported amounts have been adjusted for a reclassification of restricted cash to cash and cash equivalents as at March 31, 2024, June 30, 2024, September 30, 2024 and December 31, 2024. Refer to discussion under “Historical Quarterly Results” section of this MD&A for further detail.

During the year ended March 31, 2025, the Company primarily financed its operations, capital expenditures and growth initiatives through the generation of net revenue, working capital and cash on hand. For more information on key cash flows related to operations, investing and financing activities during the quarter, refer to the “Cash Flow Highlights” discussion below.

The Company’s objective when managing its liquidity and capital resources is to maintain sufficient liquidity to support financial obligations when they come due, while executing operating and strategic plans. The Company manages liquidity risk through the management of its capital structure and resources to ensure that it has sufficient liquidity to settle obligations and liabilities when they are due. The Company’s ability to fund our operating requirements depends on future operating performance and cash flows, which are subject to economic, financial, competitive, business and regulatory conditions, and other factors, some of which are beyond our control. The primary short-term liquidity needs are to fund net operating losses and capital expenditures to maintain existing facilities, loans and borrowings repayments and lease payments. The medium-term liquidity needs primarily relate to lease payments and the long-term liquidity needs primarily relate to potential strategic plans.

As of March 31, 2025, the Company has access to the following capital resources available to fund operations and obligations:

•$137.9 million cash and cash equivalents; and
•The 2025 Shelf Prospectus which, together with a corresponding registration statement filed with the SEC, qualifies the issuance of U.S.$250 million of common shares, warrants, options, subscription receipts, debt securities and/or units during the 25-month period that it remains effective. Volatility in the cannabis industry, stock market and the Company’s share price may impact the amount and our ability to raise financing under the 2025 Shelf Prospectus.

Based on all of the aforementioned factors, the Company believes that its reduction of operating costs, current liquidity position, and access to the 2025 Shelf Prospectus are adequate to fund operating activities and cash commitments for investing, financing and strategic activities for the foreseeable future. In addition, the Company could access restricted cash of approximately $43.6 million relating to its self-insurance policy, if necessary.

Cash Flow Highlights

The table below summarizes the Company’s cash flows, including discontinued operations:

($ thousands)
Three months ended
Years ended
March 31, 2025
March 31, 2024 (1)(2)
March 31, 2025
March 31, 2024 (1)(2)
Cash provided by (used in) operating activities 3,682  (21,125) 16,005  (68,508)
Cash provided by (used in) investing activities (3,862) (9,159) (14,327) (3,363)
Cash provided by (used in) financing activities 3,014  399  (116) (47,923)
Effect of foreign exchange 2,462  1,187  264  297 
Increase (decrease) in cash and cash equivalents 5,296  (28,698) 1,826  (119,497)
1.Certain previously reported amounts have been adjusted for a reclassification of restricted cash to cash and cash equivalents as at March 31, 2024, June 30, 2024, September 30, 2024 and December 31, 2024. Refer to discussion under “Historical Quarterly Results” section of this MD&A for further detail.
2.Certain previously reported amounts have been adjusted to exclude the results of discontinued operations.


Cash provided by operating activities for the three months ended March 31, 2025 was $3.7 million compared to cash used in operating activities of $21.1 million for the three months ended March 31, 2024. During the three months ended March 31, 2025, there was a working capital recovery of $6.9 million compared to a working capital investment of $10.3 million for the three months ended March 31, 2024. Excluding changes in non-cash working capital and discontinued operations, cash used in operating activities during the three months ended March 31, 2025 was $2.9 million compared to cash used in operations of $10.1 million for the thr
15 | AURORA CANNABIS INC.
Q4 2025 MD&A


ee months ended March 31, 2024. The improvement of $7.1 million is a combination of increased net revenue and improved profit margin.

Cash used in investing activities for the three months ended March 31, 2025 was $3.9 million compared to $9.2 million for the three months ended March 31, 2024. The three months ended March 31, 2025 is comprised of cash used to purchase property, plant and equipment of $4.3 million compared to $5.4 million for the three months ended March 31, 2024. Additionally, the three months ended March 31, 2024 includes business acquisition costs of $2.5 million, slightly offset with proceeds from marketable securities of $1.2 million.

Cash provided by financing activities for the three months ended March 31, 2025 was $3.0 million compared to $0.4 million for the three months ended March 31, 2024. The increase of $2.6 million relates to cash used of $7.2 million for the repayment of convertible debentures in the comparative period compared to nil in the current period. This was slightly offset by proceeds from loans and borrowings of $10.0 million in the comparative prior period compared to $4.3 million in the current period.

Cash provided by operating activities for the year ended March 31, 2025 was $16.0 million compared to cash used in operating activities of $68.5 million for the year ended March 31, 2024. During the year ended March 31, 2025, there was a working capital recovery of $10.2 million compared to a working capital investment of $15.5 million for the year ended year ended March 31, 2024. Excluding changes in non-cash working capital and discontinued operations, cash provided by operating activities during the year ended March 31, 2025 was $8.0 million compared to cash used in operations of $47.6 million for the year ended year ended March 31, 2024. The improvement of $84.5 million is a combination of increased net revenue and improved profit margin.

Cash used in investing activities for the year ended March 31, 2025 was $14.3 million compared to $3.4 million for the year ended March 31, 2024. The year ended March 31, 2025 is comprised of proceeds from the sale of purchase property, plant and equipment of $2.0 million compared to $12.3 million during the year ended March 31, 2024. This was slightly offset with cash used to purchase property, plant and equipment of $18.9 million compared to $16.8 million in the year ended March 31, 2024.

Cash used in financing activities for the year ended March 31, 2025 was $0.1 million compared to $47.9 million for the year ended March 31, 2024. The increase of $47.8 million is primarily due to the repayment of convertible debentures of $91.6 million partially offset by proceeds of $38.4 million related to the issuance of Common Shares during the year ended March 31, 2024.

Free Cash Flow

The table below outlines free cash flow for the periods ended:

Three months ended
Years ended
($ thousands) March 31, 2025
December 31, 2024(3)
March 31, 2024 (3)
March 31, 2025
March 31, 2024(3)
Cash provided by (used in) operating activities from continuing operations before changes in non-cash working capital (2,928) 9,513  (10,074) 7,996  (47,625)
Changes in non-cash working capital 6,947  20,107  (10,335) 10,210  (15,541)
Net cash provided by (used in) operating activities from continuing operations 4,019  29,620  (20,409) 18,206  (63,166)
Less: maintenance capital expenditures(1)
(1,524) (2,256) (1,457) (8,290) (6,582)
Free cash flow(2)
2,495  27,364  (21,866) 9,916  (69,748)
(1)Maintenance capital expenditures are comprised of costs to sustain facilities, machinery and equipment in working order to support operations and excludes discretionary investments for revenue growth.
(2)Free cash flow is a Non-GAAP Measure and is not a recognized, defined, or a standardized measure under IFRS. Refer to the “Cautionary Statement Regarding Certain Non-GAAP Performance Measures” section of this MD&A.
(3)Certain previously reported amounts have been adjusted for a reclassification of restricted cash to cash and cash equivalents as at March 31, 2024, June 30, 2024, September 30, 2024 and December 31, 2024. Refer to discussion under “Historical Quarterly Results” section of this MD&A for further detail.

Free cash inflow was $2.5 million for the three months ended March 31, 2025 compared to a free cash inflow of $27.4 million for the three months ended December 31, 2024 and a free cash outflow of $21.9 million for the three months ended March 31, 2024. Compared to the three months ended December 31, 2024, the decrease of $24.9 million is partly due to a $6.9 million working capital recovery in the current quarter compared to a $20.1 million working capital recovery in the prior quarter. The increase over the three months ended March 31, 2024 is primarily due to higher revenue and improved profit margins and a working capital investment of $10.3 million in the prior year quarter.

Free cash inflow was $9.9 million for the year ended March 31, 2025 compared to an outflow of $69.7 million for the year ended March 31, 2024. The improvement of $79.7 million relates primarily to higher net revenue and improved profit margin and a working capital recovery of $10.2 million during the year ended March 31, 2025 compared to a working capital investment of $15.5 million during the year ended March 31, 2024.
16 | AURORA CANNABIS INC.
Q4 2025 MD&A



Contractual Obligations

As at March 31, 2025, the Company had the following undiscounted contractual obligations:
($ thousands) Total ≤ 1 year Over 1 year to 3 years Over 3 years to 5 years > 5 years
Accounts payable and accrued liabilities 73,605  73,605  —  —  — 
Lease liabilities (1)
85,603  7,960  21,770  9,315  46,558 
Loans and borrowings, principal repayment 62,169  21,513  40,656  —  — 
Capital commitments (2)
4,215  4,215  —  —  — 
Purchase commitments 26,450  9,950  9,000  7,500  — 
Total contractual obligations 252,042  117,243  71,426  16,815  46,558 
(1)Includes interest payable until maturity date.
(2)Relates to remaining commitments that the Company has made to vendors for equipment purchases and capital projects pertaining to existing construction.

Contingencies

The Company is subject to litigation and similar claims in the ordinary course of our business, including claims related to employment, human resources, product liability and commercial disputes. Estimating an amount or range of possible losses resulting from litigation proceedings is inherently difficult, particularly where the matters involve indeterminate claims for monetary damages and are in the stages of the proceedings where key factual and legal issues have not been resolved. For these reasons, the Company is currently unable to predict the ultimate timing or outcome of or reasonably estimate the possible losses or a range of possible losses resulting from the matters described below, unless otherwise noted. Management is of the opinion, based upon legal assessments and information presently available, that it is unlikely that any of these claims would result in liability to the Company, to the extent not provided for through insurance or otherwise, or would have a material effect on the consolidated financial statements, other than the claims described below.

On November 21, 2019, a purported class action proceeding was commenced in the United States District Court for the District of New Jersey against the Company and certain of its current and former directors and officers on behalf of persons or entities who purchased, or otherwise acquired, publicly traded Aurora securities between October 23, 2018 and February 6, 2020. Final Court approval of the settlement was obtained on January 28, 2025 and the matter was settled with insurance proceeds during the three months ended March 31, 2025.

On June 15, 2020, a claim was filed in the Court of King's Bench of Alberta against Aurora and a former officer alleging breach of obligations under a term sheet, with the plaintiff seeking $18.0 million in damages. While this matter is ongoing, the Company believes the action to be without merit and intends to defend the claim.

On August 10, 2020, a purported class action lawsuit was filed in the Court of the King's Bench of Alberta against Aurora and certain executive officers in the Province of Alberta on behalf of persons or entities who purchased, or otherwise acquired, publicly traded Aurora securities and allegedly suffered losses as a result of Aurora releasing statements containing misrepresentations during the period of September 11, 2019 and December 21, 2019. Plaintiff and Defendant have each prepared factums for a leave application. Prior to the hearing, Defendants filed a request for adjournment and leave to amend their pleadings. The amended Statement of Claim was filed on March 8, 2024. The Company has filed a motion to strike the amendment. The Company’s motion to strike was heard the week of November 18, 2024. We continue to await the judge’s decision. The Company disputes the allegations and intends to vigorously defend against the claims.

On January 4, 2021, a civil claim was filed with the King’s Bench of Alberta against Aurora and Hempco by a former landlord regarding unpaid rent in the amount of $8.9 million, representing approximately $0.4 million for rent in arrears and costs, plus $8.5 million for loss of rent and remainder of the term. The Company filed a statement of defence on March 24, 2021. Plaintiffs brought an Application seeking summary judgment against the Company and the Company has filed Affidavit evidence in response. Cross-examinations for the Company’s affiants and for Plaintiff’s affiant have been completed. While this matter is ongoing, the Company intends to continue to defend against the claims.

On November 15, 2022, the Company, its subsidiary ACE, and MedReleaf Corp. (which amalgamated with ACE in July 2020) were named in purported class action proceeding in the Ontario Superior Court of Justice. The purported class action claims that the Company failed to warn of certain risks purported to be associated with the consumption of cannabis. On May 14, 2025 Justice Leiper approved a order certifying the proceeding as a class. The parties mutually agreed to certify a narrower claim and a consent certification. In consenting to this procedural step, Aurora did not admit liability, which will be vigorously defended against in the proceedings. The Company intends to continue to defend against the claim.

In respect of the aforementioned claims, the Company has recognized total legal provisions of $0.3 million (March 31, 2024 – $2.3 million) in provisions on the consolidated statements of financial position.

Off-balance sheet arrangements

As at the date of this MD&A, the Company has $0.9 million letters of credit outstanding with the Bank of Montreal. There are no other material off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the financial performance or financial condition of the Company.

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Related Party Transactions

The Company’s key management personnel consist of the Company’s executive management team and board of directors who, collectively, have the authority and responsibility for planning, directing and controlling the activities of the Company. Compensation expense for key management personnel was as follows:

($ thousands) Three months ended
Years ended
March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
Short-term employment benefits (1)
1,571  1,773  8,820  10,440 
Long-term employment benefits 12  10  45  40 
Termination benefits 258  1,089  258  1,089 
Directors’ fees (2)
99  68  383  322 
Share-based compensation
2,197  2,360  8,467  10,155 
Total management compensation(3)
4,137  5,300  17,973  22,046 
(1)As at March 31, 2025, $2.8 million is payable or accrued for key management compensation (March 31, 2024 - $1.8 million).
(2)Share-based compensation represent the fair value of options granted and vested to key management personnel under the Company’s share-based compensation plans (Note 15). Board of director equity settled DSUs are included in share-based compensation.
(3)As at March 31, 2025, there are 10 key management personnel (March 31, 2024 - 10).

The Company entered into an unsecured Pari Passu Creditor Agreement with Bevo, in which participating shareholders of Bevo provided the funds pursuant to the Creditor Agreement. The Creditor Agreement was for a total loan of $5.0 million and bears interest at a fixed rate of 14.0% per annum. The principal and accrued interest were originally due on May 31, 2025, however this was subsequently amended to allow for a two month extension of the principal due August 1, 2025. The amendment also increases the fixed rate of interest to 17% during the extension period and requires accrued interest and an amendment fee totaling $0.5 million payable upon execution of the amendment. The Company advanced funds of $2.5 million, which is eliminated upon consolidation.
In connection with the acquisition of all of the issued and outstanding shares of CannaHealth, the Company paid $21.9 million to the minority interest of a consolidated subsidiary. The allocation of the consideration paid was determined to be solely deferred compensation, which is being amortized over a five year period. During the year ended March 31, 2025, the Company recognized amortization expense of $3.8 million (year ended March 31, 2024 – $3.8 million) in the consolidated statements of income (loss) and comprehensive income (loss). The transaction is in the normal course of operations and are measured at the exchange value, being the amounts agreed to by the parties.
Critical Accounting Estimates

The preparation of the Financial Statements under IFRS requires management to make judgments, estimates, and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.

There have been no changes in the Company’s critical accounting estimates during the three and twelve months ended March 31, 2025. For additional information on the Company’s accounting policies and key estimates, refer to the note disclosures in the annual consolidated financial statements and MD&A as at and for the year ended March 31, 2025.

Adoption of New Accounting Pronouncements

Amendments to IAS 1: Classification of Liabilities as Current or Non-current

The amendment clarifies the requirements relating to determining if a liability should be presented as current or non-current in the statement of financial position. Under the new requirement, the assessment of whether a liability is presented as current or non-current is based on the contractual arrangements in place as at the reporting date and does not impact the amount or timing of recognition. The amendment applies retrospectively for annual reporting periods beginning on or after January 1, 2024. The Company has applied the amendments effective April 1, 2024, retrospectively and it did not impact the classification of current on non-current liabilities.

New Accounting Pronouncements Not Yet Adopted

The following IFRS standards have been recently issued by the IASB. Pronouncements that are irrelevant or not expected to have a significant impact have been excluded.

IFRS 18 Presentation and Disclosures in Financial Statements

IFRS 18, Presentation and Disclosures in Financial Statements, replaces IAS 1, Presentation of Financial Statements for reporting periods beginning on or after January 1, 2027, including for interim financial statements with retrospective application. IFRS 18, introduces a specified structure for the income statement by requiring income and expenses to be presented into the three defined categories of operating, investing and financing, and by specifying certain defined totals and subtotals.

Where company-specific measures related to the income statement are provided, IFRS 18 requires companies to disclose explanations around these measures, which are referred to as management defined performance measures. IFRS 18 also provides additional guidance on
18 | AURORA CANNABIS INC.
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principles of aggregation and disaggregation which apply to the primary financial statements and the notes. IFRS 18 will not affect the recognition and measurement of items in the financial statements, nor will it affect which items are classified in other comprehensive income and how these items are classified. The Company is currently assessing the effect of this new standard on its financial statements.

Financial Instruments
Financial instruments are measured either at fair value or at amortized cost. The table below lists the valuation methods used to determine the fair value of each financial instrument.
Fair Value Method
Financial Instruments Measured at Fair Value
Marketable securities Closing market price of common shares as of the measurement date (Level 1)
Derivatives Closing market price (Level 1) or Black-Scholes, Binomial, Monte-Carlo & FINCAD valuation model (Level 2 or 3)
Contingent consideration payable Discounted cash flow model (Level 3)
Other long term liability Discounted cash flow model (Level 3)
Derivative liability Closing market price of warrants (Level 1) or Kynex valuation model (Level 2)
Financial Instruments Measured at Amortized Cost
Cash and cash equivalents, restricted cash, accounts receivable Carrying amount (approximates fair value due to short-term nature)
Accounts payable and accrued liabilities, other long-term liabilities Carrying amount (approximates fair value due to short-term nature)
Lease receivable, loans and borrowings, lease liabilities. Carrying value discounted at the effective interest rate approximates fair value
Summary of Financial Instruments
The carrying values of the financial instruments at March 31, 2025 are summarized in the following table:
($ thousands) Amortized cost FVTPL Total
$ $ $
Financial Assets
Cash and cash equivalents 137,921  —  137,921 
Restricted cash 47,407  —  47,407 
Accounts receivable, excluding sales taxes and lease receivable 37,798  —  37,798 
Marketable securities —  554  554 
Lease receivable 6,841  —  6,841 
Financial Liabilities
Accounts payable and accrued liabilities 73,605  —  73,605 
Lease liabilities 42,876  —  42,876 
Other long term liabilities 498  —  498 
Derivative liability —  5,531  5,531 
Term facilities 61,707  —  61,707 

Fair Value Hierarchy

Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the significance of the inputs to fair value measurements. The three levels of hierarchy are:
Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and
Level 3 Inputs for the asset or liability that are not based on observable market data.
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The following is a summary of financial instruments measured at fair value segregated based on the various levels of inputs as at March 31, 2025:

($ thousands) Level 1 Level 2 Level 3 Total
As at March 31, 2025
Marketable securities 554  —  —  554 
Other long term liability 498  47,597  48,095 
Derivative liability 3,111  2,420  —  5,531 
As at March 31, 2024
Marketable securities 4,036  —  —  4,036 
Derivative assets —  760  —  760 
Other long term liability 591  —  45,519  46,110 
Derivative liability 1,698  611  —  2,309 

Other long term liability includes the put option arising from the acquisition of Bevo. The put option is valued using a Monte Carlo simulation model. The determination relies on forecasted information, of which the significant assumptions used within the model are revenue, cost of sales and operating expenses. As at March 31, 2025, the present value of the amount payable on exercise of the put option was $47.6 million (March 31, 2024 - $45.5 million) which is recorded in other long term liability in the consolidated statements of financial position. The change during the year ended March 31, 2025 of $2.1 million (year ended March 31, 2024 - $2.1 million) is recorded in deficit in the consolidated statements of changes in equity.

Financial Instruments Risk

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Company’s board of directors mitigates these risks by assessing, monitoring and approving the Company’s risk management processes.

Credit risk

Credit risk is the risk of a potential loss to the Company if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company is moderately exposed to credit risk from its cash and cash equivalents, restricted cash, accounts receivable and lease receivable. The risk exposure is limited to their carrying amounts reflected on the consolidated statements of financial position. The risk for cash and cash equivalents is mitigated by holding these instruments with highly rated Canadian financial institutions. Certain restricted funds in the amount of $43.9 million are retained by an insurer under the Segregated Accounts Companies Act governed by the Bermuda Monetary Authority. As the Company does not invest in asset-backed deposits or investments, it does not expect any credit losses. The Company periodically assesses the quality of its investments and is satisfied with the credit rating of the financial institutions.

The Company provides credit to certain customers in the normal course of business and has established credit evaluation and monitoring processes to mitigate credit risk. Credit risk is generally limited for receivables from government bodies, which generally have low default risk. Credit risk for non-government customers is assessed on a case-by-case basis and a provision is recorded where required. As of March 31, 2025, $26.2 million of accounts receivable, net of allowances, are from non-government wholesale customers (March 31, 2024 – $22.8 million).

As at March 31, 2025, one customer made up 10% or more of trade accounts receivable (March 31, 2024 – two customers). Customer are either billed prior to the delivery of goods or after, in which typical payment terms are 30-60 days.

As at March 31, 2025, the provision for estimated credit losses is $0.8 million (March 31, 2024 – $1.3 million). During the year ended March 31, 2025, the Company wrote off $0.1 million (year ended March 31, 2024 – $3.3 million) and recognized an expense for the year ended of $0.1 million (year ended March 31, 2024 – expense of $0.7 million) recorded in the consolidated statements of income (loss) and comprehensive income (loss).

($ thousands)
March 31, 2025 March 31, 2024
$ $
0 – 60 days 30,094 33,239
61+ days 4,924 7,303
35,018 40,542

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The Company’s contractual cash flows from lease receivables was as follows:

($ thousands) March 31, 2025
$
Next 12 months 1,935 
Over 1 year to 2 years 1,860 
Over 2 years to 3 years 1,683 
Over 3 years to 4 years 1,181 
Over 4 years to 5 years 614 
Thereafter 525 
Total undiscounted lease payments receivable 7,798 
Unearned finance income (957)
Total lease receivable 6,841 
Current (1,585)
Long-term 5,256 

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations associated with its financial liabilities when they are due. The Company’s objective is to manage liquidity risk through the management of its capital structure and resources to ensure that it has sufficient liquidity to settle obligations and liabilities when they are due, while executing on its operating and strategic plans. Refer to “Liquidity and Capital Resources” section of this MD&A for detailed discussion.

Market risk

Market risk is the risk that changes in the market related factors, such as foreign exchange rates and interest rates, will affect the Company’s income (loss) or the fair value of its financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters.

(i)     Currency risk

The operating results and financial position of the Company are reported in Canadian dollars. As the Company operates internationally, certain of the Company’s financial instruments and transactions are denominated in currencies other than the Canadian dollar. The results of the Company’s operations are, therefore, subject to currency transaction and translation risks. 

The Company’s main risk is associated with fluctuations in Euros, Australian dollars and U.S. dollars. The Company holds cash in Canadian dollars, U.S. dollars, Australian dollars and Euros; U.S.$0.4 million (March 31, 2024 – U.S.$0.4 million) of warrant derivative liabilities are exercisable in U.S. dollars. Assets and liabilities are translated based on the Company’s foreign currency translation policy.
    
The Company has determined that as at March 31, 2025, the effect of a 10% increase or decrease in Euros, Australian dollars, and U.S. dollars against the Canadian dollar on financial assets and liabilities would result in an increase or decrease of approximately $15.7 million (March 31, 2024 – $1.9 million) to net income and $1.9 million (March 31, 2024 – $6.7 million) to consolidated statements of income (loss) and comprehensive income (loss) for the year ended March 31, 2024.

(ii)    Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of financial instruments will fluctuate due to changes in market interest rates. Cash and cash equivalents bear interest at market rates. The Company is exposed to interest rate risk on the variable rate of interest on its term credit facilities which is based on CORRA plus an applicable margin based on credit risk. Otherwise, the Company’s other financial liabilities as at March 31, 2025, consisted of short term, non-interest bearing accounts and as a result are not impacted by changes in market interest rates.

The Company has determined as at March 31, 2025, the effect of a 1% increase or decrease in market interest rates on the Credit Facilities would result in an increase or decrease of approximately $0.4 million to net income in the consolidated statements of income (loss) and comprehensive income (loss) during the next 12 months.

(iii)     Price risk

Price risk is the risk of variability in fair value due to movements in equity or market prices. The Company’s warrant derivative liabilities are susceptible to price risk arising from uncertainties about their future outlook, future values and the impact of market conditions. The fair value of warrant derivative liabilities and marketable securities held in publicly traded entities are based on quoted market prices which the warrants or marketable securities can be exchanged for.


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Summary of Outstanding Share Data

The Company had the following securities issued and outstanding as at June 17, 2025:
Securities (1)
Units Outstanding
Issued and outstanding Common Shares 56,246,404 
Stock options 1,715,338 
Warrants(1)
11,740 
Restricted share units 722,545 
Deferred share units 56,755 
Performance share units 340,574 
(1)Refer to Note 14 “Share Capital” in the Financial Statements for a detailed description of these securities.

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Historical Quarterly Results

($ thousands, except earnings per share and operational results) March 31, 2025
December 31, 2024(8)
September 30, 2024(8)
June 30, 2024(8)
Financial Results
Net revenue (2)
90,538 88,198 81,122 83,435
Adjusted gross margin before FV adjustments on total net revenue (3)
62  % 61  % 54  % 42  %
Income (loss) from continuing operations attributable to common shareholders (4)
(19,177) 28,436 2,359 4,822
Income (loss) from discontinued operations attributable to common shareholders 49 115 (14,640) 304
Income (loss) attributable to common shareholders (19,128) 28,551 (12,281) 5,126
Basic income (loss) per share from continuing operations (0.35) 0.52 0.04 0.09
Basic income (loss) per share (0.35) 0.52 (0.22) 0.10
Diluted earnings (loss) per share, continuing operations (8)
(0.35) 0.51 0.04 0.09
Balance Sheet
Working capital 367,465 338,741 306,976 320,934
Cannabis inventory and biological assets (5)
193,980 212,075 177,999 173,197
Total assets 852,666 862,297 807,391 837,288
March 31, 2024(1)
December 31, 2023(1)(7)
September 30, 2023(1)
June 30, 2023(1)
Financial Results
Net revenue (2)
67,411 64,375 63,119 74,732
Adjusted gross margin before FV adjustments on total net revenue (3)
50  % 53  % 51  % 44  %
Income (loss) from continuing operations attributable to common shareholders (4)
(20,624) (15,994) 2,043 (18,764)
Loss from discontinued operations attributable to common shareholders (501) (1,042) (2,566) (8,134)
Loss attributable to common shareholders (21,125) (17,036) (523) (26,898)
Basic and diluted income (loss) per share from continuing operations (0.40) (0.34) 0.05 (0.53)
Basic loss per share (0.41) (0.36) (0.01) (0.76)
Diluted earnings (loss) per share, continuing operations (0.40) (0.34) 0.05 (0.53)
Balance Sheet
Working capital(6)
301,985 308,743 200,837 192,201
Cannabis inventory and biological assets (5)
148,112 112,645 114,781 100,846
Total assets 838,673 824,272 818,371 832,188
(1)Certain previously reported amounts have been adjusted to exclude the results related to discontinued operations.
(2)Net revenue represents our total gross revenue net of excise taxes levied by the CRA on the sale of medical and consumer use cannabis products. Given that our gross revenue figures exclude excise taxes that were levied and billed back to customers, as reflected in accordance with IFRS 15, we believe that the presentation of net revenue more accurately reflects the level of revenue earned during the relevant period.
(3)Adjusted gross margin before FV adjustments” is a Non-GAAP Measure and is not a recognized, defined, or standardized measure under IFRS. Refer to
the “Cautionary Statement Regarding Certain Non-GAAP Performance Measures” section of this MD&A.
(4)Income (loss) from continuing operations attributable to common shareholders includes asset impairment and restructuring charges. Refer to “Adjusted EBITDA” section.
(5)Represents total biological assets and inventory, exclusive of merchandise, accessories, supplies, consumables and plant propagation biological assets.
(6)Working capital for the three months ended June 30, 2023 and September 30, 2023 has been adjusted.
(7)Information for the three months ended December 31, 2023 has been adjusted for certain out-of-period adjustments.
(8)In connection with the audit of the annual consolidated financial statements as at and for the year ended March 31, 2025, the Company noted that inventory and lease obligation were misstated, impacting the condensed consolidated     interim statements filed during the 2025 fiscal year. Certain balances in the condensed consolidated interim financial statements as at and for the three months ended June 30, 2024, September 30, 2024 and December 31, 2024 were adjusted as a result and the amounts shown above reflect such adjustments. Refer to discussion below for further detail.


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In connection with the audit of the annual consolidated financial statements as at and for the year ended March 31, 2025, the Company identified an error in inventory and cost of sales arising from intercompany profit eliminations, resulting in an overstatement of inventory and understatement of cost of sales. Additionally, the Company understated its lease liability during a period in which a rent concession was granted by the lessor. In respect of the Company’s presentation of cash and cash equivalents and restricted cash, the Company determined that certain previously reported restricted cash held within its captives was accessible to the Company and therefore not restricted. The unrestricted portion has been reclassified to cash and cash equivalents. The Company concluded that these errors are not material to any of the Company’s previously-issued audited consolidated financial statements and unaudited condensed consolidated interim financial statements. Accordingly, the Company has concluded that an amendment of previously-filed consolidated financial statements and condensed consolidated interim financial statements is not required. The revisions will be reflected in the comparative period of the Company’s prospective condensed consolidated interim financial statements filings. There is no impact to the annual consolidated financial statements, however the comparative period has been revised accordingly.

The following is a summary of the impact to the Company’s previously filed audited consolidated financial statements and unaudited condensed consolidated interim financial statements:

March 31, 2024 Previously reported Adjustments Adjusted
Consolidated statement of financial position
$ $ $
Assets
Cash and cash equivalents 113,439  22,656  136,095 
Restricted cash 65,782  (22,656) 43,126 
Total current assets 426,605  —  426,605 
Consolidated statements of cash flows - year ended
Investing activities
Restricted cash —  2,123  2,123 
Net cash used in investing activities (5,486) 2,123  (3,363)
Decrease in cash and cash equivalents (121,620) 2,123  (119,497)
Increase in restricted cash 118  (118) — 
Cash and cash equivalents, beginning of period 234,942  20,650  255,592 
Cash and cash equivalents, end of period 113,439  22,656  136,095 
June 30, 2024 - Unaudited Previously reported Adjustments Adjusted
Consolidated statement of financial position
$ $ $
Assets
Cash and cash equivalents 115,487  22,723  138,210 
Restricted cash 66,680  (22,723) 43,957 
Inventory 165,754  (1,629) 164,125 
Total current assets 439,366  (1,629) 437,737 
Property, plant and equipment 283,729  (261) 283,468 
Deferred tax assets 14,679  489  15,168 
Total assets 838,689  (1,401) 837,288 
Liabilities
Lease liabilities long term 44,906  257  45,163 
Deficit (6,366,257) (1,658) (6,367,915)
Total liabilities and equity 838,689  (1,401) 837,288 
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Consolidated statements of income (loss) and comprehensive income (loss) - three months ended
Cost of sales 53,310  1,629  54,939 
Gross profit 44,546  (1,629) 42,917 
General and administration 22,524  229  22,753 
Income (loss) from operations 877  (1,858) (981)
Finance and other costs (1,736) (25) (1,761)
Income before taxes 7,701  (1,883) 5,818 
Deferred income tax recovery (expense) (2,036) 489  (1,547)
Net income 5,148  (1,394) 3,754 
Comprehensive income 2,908  (1,394) 1,514 
Income per share - basic and diluted 0.13  (0.03) 0.10 
Continuing operations 0.12  (0.03) 0.09 
Discontinued operations 0.01  —  0.01 

Consolidated statements of cash flows - three months ended
Investing activities
Restricted cash —  (830) (830)
Net cash used in investing activities 814  (830) (16)
Increase in cash and cash equivalents 2,946  (830) 2,116 
Decrease in restricted cash (898) 898  — 
Cash and cash equivalents, beginning of period 113,439  22,656  136,095 
Cash and cash equivalents, end of period 115,487  22,723  138,210 

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September 30, 2024 - Unaudited Previously reported Adjustments Adjusted
Consolidated statement of financial position
$ $ $
Assets
Cash and cash equivalents 84,921  22,648  107,569 
Restricted cash 66,678  (22,648) 44,030 
Inventory 170,986  (1,604) 169,382 
Total current assets 417,675  (1,604) 416,071 
Property, plant and equipment 276,482  (261) 276,221 
Deferred tax assets 14,621  482  15,103 
Total assets 808,774  (1,383) 807,391 
Liabilities
Lease liabilities long term 38,397  515  38,912 
Deficit (6,381,444) (1,898) (6,383,342)
Total liabilities and equity 808,774  (1,383) 807,391 
Consolidated statements of income (loss) and comprehensive income (loss) - six months ended
Cost of sales 95,239  1,604  96,843 
Gross profit 86,711  (1,604) 85,107 
General and administration 44,560  458  45,018 
Loss from operations (1,515) (2,062) (3,577)
Finance and other costs (3,872) (54) (3,926)
Income before taxes 8,304  (2,116) 6,188 
Deferred income tax recovery (expense) —  482  482 
Net loss (7,817) (1,634) (9,451)
Comprehensive loss (16,046) (1,634) (17,680)
Income (loss) per share - basic and diluted (0.10) (0.03) (0.13)
Continuing operations 0.16  (0.03) 0.13 
Discontinued operations (0.26) —  (0.26)

Consolidated statements of cash flows - six months ended
Investing activities
Restricted cash —  (903) (903)
Net cash used in investing activities (2,824) (903) (3,727)
Financing activities
Decrease in restricted cash (898) 898  — 
Net cash used in financing activities (3,242) 898  (2,344)
Decrease in cash and cash equivalents (28,518) (5) (28,523)
Cash and cash equivalents, beginning of period 113,439  22,656  136,095 
Cash and cash equivalents, end of period 84,921  22,648  107,569 

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December 31, 2024 - Unaudited Previously reported Adjustments Adjusted
Consolidated statement of financial position
$ $ $
Assets
Cash and cash equivalents 108,711  23,914  132,625 
Restricted cash 71,467  (23,914) 47,553 
Inventory 192,385  (5,663) 186,722 
Total current assets 494,211  (5,663) 488,548 
Property, plant and equipment 270,660  (261) 270,399 
Deferred tax assets —  1,700  1,700 
Total assets 866,521  (4,224) 862,297 
Liabilities
Lease liabilities long term 36,904  792  37,696 
Deficit (6,353,069) (5,016) (6,358,085)
Total liabilities and equity 866,521  (4,224) 862,297 
Consolidated statements of income (loss) and comprehensive income (loss) - nine months ended
Cost of sales 136,057  5,662  141,719 
Gross profit 165,706  (5,662) 160,044 
General and administration 68,003  702  68,705 
Income from operations 35,341  (6,364) 28,977 
Finance and other costs (5,814) (88) (5,902)
Income before taxes 40,373  (6,452) 33,921 
Deferred income tax recovery (expense) 1,700  1,704 
Net income 23,526  (4,752) 18,774 
Comprehensive income 15,042  (4,752) 10,290 
Income (loss) per share - basic 0.48  (0.09) 0.39 
Continuing operations 0.74  (0.09) 0.65 
Discontinued operations (0.26) —  (0.26)
Income (loss) per share - diluted 0.47  (0.09) 0.38 
Continuing operations 0.73  (0.09) 0.64 
Discontinued operations (0.26) —  (0.26)
Consolidated statements of cash flows - nine months ended
Investing activities
Restricted cash —  (4,426) (4,426)
Net cash used in investing activities (6,036) (4,426) (10,462)
Financing activities
Decrease in restricted cash (5,687) 5,687  — 
Net cash used in financing activities (8,686) 5,687  (2,999)
Decrease in cash and cash equivalents (4,728) 1,261  (3,467)
Cash and cash equivalents, beginning of period 113,439  22,656  136,095 
Cash and cash equivalents, end of period 108,711  23,914  132,625 
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Risk Factors

Our business, operations and outlook are subject to certain risks described below.

There is no assurance we will be able to achieve or maintain profitability.

Aurora Marijuana Inc. was the entity in which our operating business was originally organized. This company was incorporated in 2013 and our business began operations in 2015. We started generating revenue from the sale of cannabis in January 2016. Due to the disruption and slower than anticipated growth of the cannabis market globally and in Canada, we are subject to all of the associated business risks and uncertainties which include, but are not limited to, under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources, and lack of revenues.

We have incurred operating losses in recent periods. We may not be able to achieve or maintain profitability and may continue to incur significant losses in the future. In addition, as we explore and implement initiatives to grow our business, we expect to continue to increase operating expenses. If our revenues do not increase to offset these expected increases in costs and operating expenses, we may not be profitable. It may make it difficult for investors to evaluate our prospects for success, based on our operating history. There is no assurance that we will be successful in achieving a return on shareholders’ investments and the likelihood of success is uncertain.

Our business is reliant on the good standing of our licenses.

Our ability to continue our business of cannabis cultivation, storage, and distribution is dependent on the good standing of all of our licenses, authorizations, and permits and adherence to all regulatory requirements related to such activities. We will incur ongoing costs and obligations related to regulatory compliance. Any failure to comply with the terms of the licenses, or to renew the licenses after their expiry dates, would have a material adverse impact on the financial conditions and operations of the business. Although we believe that we will meet the requirements of the Cannabis Act for future extensions or renewals of the licenses, there can be no assurance that Health Canada will extend or renew the licenses, or if extended or renewed, that they will be extended or renewed on the same or similar terms. Should Health Canada or the Canada Revenue Agency (“CRA”) not extend or renew the licenses, or should they renew the licenses on different terms, our business, financial condition and operations would be materially adversely affected. The same risks may arise when expanding our operations to foreign jurisdictions.
We are committed to regulatory compliance, including but not limited to the maintenance of good production practices and physical security measures required by Health Canada. Failure to comply with regulations may result in additional costs for corrective measures, penalties, or restrictions on our operations. In addition, changes in regulations, more vigorous enforcement thereof, or other unanticipated events could require changes to our operations, increased compliance costs or give rise to material liabilities, which could have an adverse effect on our business, financial condition and operations.

Our Canadian licenses are reliant on our established sites.

The Canadian licenses we hold are specific to individual facilities. Any adverse changes or disruptions to the functionality, security and sanitation of our sites or any other form of non-compliance may put our licenses at risk, and ultimately adversely impact our business, financial condition and operations. As our operations and financial performance may be adversely affected if we are unable to keep up with such requirements, we are committed to the maintenance of our sites and intend to comply with Health Canada and their inspectors as required. As our business continues to grow, any expansion to or update of our current operating sites, will require the approval of Health Canada. There is no guarantee that Health Canada will approve any such expansions and/or renovations, which could adversely affect our business, financial condition and operations.

We operate in a highly regulated business and any failure or significant delay in obtaining applicable regulatory approvals could adversely affect our ability to conduct our business.

Our business and activities are heavily regulated in all jurisdictions where we carry on business. Achievement of our business objectives is contingent, in part, upon compliance with the regulatory requirements enacted by applicable government authorities, including those imposed by Health Canada, and obtaining all applicable regulatory approvals, where necessary. We cannot predict the time required to secure all appropriate regulatory approvals for our products, or with respect to any activities or our facilities, or the extent of testing and documentation that may be required by government authorities on an ongoing basis. The impact of regulatory compliance regimes and any delays in obtaining, maintaining or renewing, or failure to obtain, maintain or renew, regulatory approvals may significantly delay or impact the development of our business and operations. Non-compliance could also have a material adverse effect on our business, financial condition and operations.

On December 5, 2023, Health Canada published new guidance on cannabis products with what it deems to be intoxicating cannabinoids other than THC. The guidance identifies the cannabinoids CBN and THCV as “intoxicating” and recommends that they be regulated in the same manner as THC, whose potency is capped in the edible and extract categories. While the guidance encourages licensed processors to follow recommended controls, it does not mandate any action and does not have the force of law without legislative change. The guidance does, however, create some uncertainty regarding the manner in which certain cannabinoids may be regulated in the future.

Change in the laws, regulations, and guidelines that impact our business may cause adverse effects on our operations.

Our business is subject to a variety of laws, regulations, and guidelines relating to the marketing, manufacturing, management, transportation, storage, sale, packaging and labeling, disposal and, if necessary, acquisition of cannabis. We are also subject to laws, regulations, and guidelines relating to health and safety, the conduct of operations, taxation of products and the protection of the environment. As the laws, regulations and guidelines pertaining to the cannabis industry are relatively new, it is possible that significant legislative amendments may still be enacted – either provincially or federally – that address current or future regulatory issues or perceived inadequacies in the regulatory framework. Pursuant to the statutory review requirements under the Cannabis Act, a final report of an independent expert panel appointed to lead this review was published in March 2024. The amendment, removal or addition of provisions in or to the Cannabis Act based on the recommendations resulting from this report could adversely affect our business. For example, recommendations related to imposing
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restrictions or prohibition of certain products with higher quantities or concentrations of THC or other intoxicating cannabinoids could limit and affect the types of products we can sell.

It is also possible that laws that impact our business may not develop as we expect or on the timeline we expect, including the federal legalization of cannabis use in the U.S. if and when it occurs. Changes to such laws, regulations, and guidelines, may cause material adverse effects on our business, financial condition and operations.

The legislative framework pertaining to the Canadian non-medical cannabis market is subject to significant provincial and territorial regulation. The legal framework varies across provinces and territories and results in asymmetric regulatory and market environments. Different competitive pressures, additional compliance requirements, and other costs may limit our ability to participate in such markets.

Failure to comply with anti-money laundering laws and regulation could subject us to penalties and other adverse consequences.

We are subject to a variety of domestic and international laws and regulations pertaining to money laundering, financial recordkeeping and proceeds of crime, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as amended and the rules and regulations thereunder, the Criminal Code (Canada) and any related or similar rules, regulations or guidelines, issued, administered or enforced by governmental authorities internationally.

In the event that any of our operations or investments, any proceeds thereof, any dividends or distributions therefrom, or any profits or revenues accruing from such operations or investments were found to be in violation of money laundering legislation or otherwise, such transactions may be viewed as proceeds of crime under one or more of the statutes noted above or any other applicable legislation, and any persons, including such U.S. based investors, found to be aiding and abetting us in such violations could be subject to liability. Any violations of these laws, or allegations of such violations, could disrupt our operations, involve significant management distraction and involve significant costs and expenses, including legal fees. We could also suffer severe penalties, including criminal and civil penalties, disgorgement and other remedial measures. This could restrict or otherwise jeopardize our ability to declare or pay dividends, effect other distributions or subsequently repatriate such funds back to Canada.
We compete for market share with a number of competitors and many of our competitors may have longer operating histories, more financial resources, and lower costs than us.

As the cannabis market continues to mature, both domestically and internationally, the overall demand for products and the number of competitors is expected to increase.

Consumers that once solely relied on the medical cannabis market may shift some, or all, of their consumption or preferences away from medical cannabis and towards consumer cannabis. The Cannabis Act also permits patients to produce a limited amount of cannabis for their own purposes or to designate a person to produce a limited amount of cannabis on their behalf. Such shifts in market demand, and other factors that we cannot currently anticipate, could potentially reduce the market for our products, which could ultimately have a material adverse effect on our business, financial condition and operations.

The cannabis industry is undergoing substantial change, which has resulted in an increase in new and existing competitors, consolidation and the formation of strategic relationships. Acquisitions or other consolidating transactions could harm our business in a number of ways, including losing patients and/or customers, revenue and market share, or forcing us to expend greater resources to meet new or additional competitive threats. There is potential that we will face intense competition from not only existing companies but from new entrants including those resulting from the federal legalization of cannabis use in the U.S. if and when it occurs, all of which could harm our operating results. Changes in the number of licenses granted and the number of Licensed Producers ultimately authorized by Health Canada, as well as other regulatory changes in both Canada and the U.S. that have the effect of increasing competition, could have an adverse impact on our ability to compete for market share in Canada’s cannabis market.
Some competitors may have significantly greater financial, technical, marketing, and other resources compared to us. Such companies may be able to devote greater resources to the development, promotion, sale and support of their products and services, and may have more extensive customer bases and broader customer relationships. Such competition may make it difficult to enter into supply agreements, negotiate favourable prices, recruit or retain qualified employees, and acquire the capital necessary to fund our capital investments.
We also face competition from illegal cannabis dispensaries and ‘black market’ operations and participants, who do not have a valid license, that are selling cannabis to individuals, including products with higher concentrations of active ingredients, using flavours or other additives or engaging in advertising and promotion activities that are not permitted by law. Because they do not comply with the regulations governing the cannabis industry, illegal market participants’ operations may also have significantly lower costs.
In order for us to be competitive, we will need to invest significantly in research and development, market development, marketing, new client identification, distribution channels, and client support. If we are not successful in obtaining sufficient resources to invest in these areas, our ability to compete in the market may be adversely affected, which could materially and adversely affect our business, financial conditions and operations.

Our future success depends upon our ability to maintain competitive production costs through economies of scale and our ability to recognize higher margins through the sale of higher margin products. To the extent that we are not able to continue to produce our products at competitive prices or consumers prioritize established low margin products over innovative, higher margin products, our business, financial conditions and operations could be materially adversely affected.

Selling prices and the cost of cannabis production may vary based on a number of factors outside of our control.

Our revenues are in a large part derived from the production, sale, and distribution of cannabis. The cost of production, sale, and distribution of cannabis is dependent on a number of key inputs and their related costs, including equipment and supplies, labour and raw materials related to our growing operations, as well other overhead costs such as electricity, water, and utilities. In particular, our cannabis cultivation operations consume considerable energy, making us vulnerable to rising energy costs. Rising or volatile energy costs may have a material adverse effect on our business, financial condition and results of operations.

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Although our business has not been materially impacted by ongoing international military conflicts, the measures that have been taken, and could be taken in the future, may have a negative impact on our costs, including for input materials, energy and transportation.
Any significant interruption or negative change in the availability or economics of the supply chain for key inputs, including an inability to secure required supplies and services or to do so on appropriate terms could materially and adversely impact our business, financial condition, and results of operations. This includes any change in the selling price of products set by the applicable province or territory. The price of cannabis is affected by numerous factors beyond our control and any price decline may have a material adverse effect on our business, financial condition and operations.

We may not be able to realize our growth targets.

Our ability to continue the production of cannabis products at the same pace as we are currently producing, or at all, and our ability to continue to increase both our production capacity and our production volumes, may be affected by a number of factors, including plant design errors, non-performance by third party contractors, increases in materials or labour costs, construction performance falling below expected levels of output or efficiency, contractor or operator errors, breakdowns, aging or failure of equipment or processes, and labour disputes. Factors specifically related to indoor agricultural and processing practices, such as reliance on provision of energy and utilities to our facilities, those specifically related to outdoor cultivation practices, such as droughts, environmental pollution and inadvertent contamination, and any major incidents or catastrophic events affecting the premises, such as fires, explosions, earthquakes or storms, may all materially and adversely impact the growth of our business.

In addition, the Company may be subject to other growth-related risks, including pressure on its internal systems and controls. The ability of the Company to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. If the Company is unable to deal with this growth, it may have a material adverse effect on the Company’s business, financial condition, results of operations and prospects.

The continuance of our contractual relations with provincial and territorial governments cannot be guaranteed.

Part of our current revenues depend upon our supply contracts with the various Canadian provinces and territories. There are many factors which could impact our contractual agreements and alterations to, or the termination or renewal of, such contracts may adversely impact our business, financial condition and operations.

In addition, not all of the Company’s supply arrangements with the various Canadian provinces and territories contain purchase commitments or otherwise obligate the provincial or territorial wholesaler to buy a minimum or fixed volume of cannabis products from the Company. The amount of cannabis that the provincial and territorial wholesalers may purchase under the supply arrangements may therefore vary from what the Company expects or has planned for. As a result, the Company’s revenues could fluctuate materially in the future and could be materially and disproportionately impacted by the purchasing decisions of the provincial and territorial wholesalers. If any of the provincial or territorial wholesalers decide to purchase lower volumes of products from the Company than the Company expects, alters its purchasing patterns at any time with limited notice, decides to return product or decides not to continue to purchase the Company’s cannabis products at all, the Company’s revenues could be materially adversely affected, which could have a material adverse effect on the Company’s business, financial condition, results of operations and prospects.

Our continued growth may require additional financing in the future, which may not be available on acceptable terms or at all.

Our continued development may require additional financing. The failure to raise such capital could result in the delay or indefinite postponement of our business strategy or our ceasing to carry on business. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be available on favorable terms. If additional funds are raised through issuances of equity, equity-linked securities, or convertible debt securities, existing shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences, and privileges superior to those of holders of Common Shares. In addition, from time to time, we may enter into transactions to acquire assets or equity securities of other companies. These transactions may be financed wholly or partially with debt, which may increase our debt levels above industry standards and our ability to service such debt. Any debt financing obtained in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which could make it more difficult for us to obtain additional capital and pursue business opportunities, including potential acquisitions. Debt financings may contain provisions, which, if breached, entitle lenders to accelerate repayment of debt and there is no assurance that we would be able to repay such debt in such an event or prevent the enforcement of security, if any, granted pursuant to such debt financing.

An economic downturn of global capital markets may make raising additional capital more difficult. If uncertain market conditions persist, the Company’s ability to raise capital could be jeopardized, which could have an adverse impact on the Company’s operations and the trading price of the Company’s shares on the TSX and Nasdaq.

Any default under our existing debt that is not waived by the applicable lenders could adversely impact our results of operations and financial results and may have an adverse effect on the trading price of our Common Shares.

Covenants in respect of our existing debt may create a risk of default on our debt if we cannot satisfy or continue to satisfy these covenants. If we cannot comply with a debt covenant or anticipates that it will be unable to comply with a debt covenant under any debt instrument it is party to, management may seek a waiver and/or amendment to the applicable debt instrument in respect of any such covenant in order to avoid any breach or default that might otherwise result therefrom. If we default under a debt instrument and the default is not waived by the lender(s), the debt extended pursuant to all of its debt instruments could become due and payable prior to its stated due date. If such event were to occur, we cannot give any assurance that (i) its lenders will agree to any covenant amendments or waive any covenant breaches or defaults that may occur, and (ii) it could pay this debt if it became due prior to its stated due date. Accordingly, any default by us on existing debt that is not waived by the applicable lenders could adversely impact our results of operations and financial results and may have an adverse effect on the trading price of our Common Shares.





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We may be subject to credit risk.

Credit risk is the risk that the counterparty to a financial instrument fails to meet its contractual obligations, resulting in a financial loss to us. We have credit risk exposure based on the balance of our cash, accounts receivable, investments, and taxes recoverable. There are no assurances that our counterparties, including parties to whom we extended credit, or customers will meet their contractual obligations to us.

We may not be able to successfully develop new products or find a market for their sale.

The medical and non-medical cannabis industries are in their early stages of development and it is likely that we, and our competitors, will seek to introduce new products in the future. In attempting to keep pace with any new market developments, we may need to expend significant amounts of capital in order to successfully develop and generate revenues from new products introduced by us. As well, we may be required to obtain additional regulatory approvals from Health Canada and any other applicable regulatory authorities, which may take significant amounts of time and entail significant costs. We may not be successful in developing effective and safe new products, bringing such products to market in time to be effectively commercialized, or obtaining any required regulatory approvals, which, together with any capital expenditures made in the course of such product development and regulatory approval processes, may have a material adverse effect on our business, financial condition and operations.

As the cannabis market continues to mature, our products may become obsolete, less competitive, or less marketable.

Because the cannabis market and associated products and technology are rapidly evolving, both domestically and internationally, we may be unable to anticipate and/or respond to developments in a timely and cost-efficient manner. The process of developing our products is complex and requires significant costs, development efforts, and third-party commitments. Our failure to develop new products and technologies and the potential disuse of our existing products and technologies could adversely affect our business, financial condition and operations. Our success will depend, in part, on our ability to continually invest in research and development and enhance our existing technologies and products in a competitive manner.

Restrictions on branding and advertising may negatively impact our ability to attract and retain customers.

Our success depends on our ability to attract and retain customers. The Cannabis Act strictly regulates the way cannabis is packaged, labelled, and displayed. The associated provisions are quite broad and are subject to change. It is currently prohibited to use testimonials and endorsements, depict people, characters and animals and produce any packaging that may be appealing to young people. The restrictions on packaging, labelling, and the display of our cannabis products may adversely impact our ability to establish brand presence, acquire new customers, retain existing customers and maintain a loyal customer base. This may ultimately have a material adverse effect on our business, financial conditions and operations.

The cannabis business may be subject to unfavorable publicity or consumer perception.

We believe that the cannabis industry is highly dependent upon positive consumer and investor perception regarding the benefits, safety, efficacy and quality of the cannabis distributed to consumers. Cannabis is a controversial topic, and there is no guarantee that future scientific research, publicity, regulations, medical opinion, and public opinion relating to cannabis will be favorable. Consumer perception of our products can be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding the consumption of cannabis products. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favorable to the cannabis market or any particular product, or consistent with earlier publicity. Future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity that are perceived as less favorable than, or that question, earlier research reports, findings or publicity could have a material adverse effect on the demand for our products and our business, financial condition, results of operations and prospects. Our dependence upon consumer perception means that adverse scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity, whether or not accurate or with merit, could have a material adverse effect on us, the demand for products, and our business, financial condition, results of operations and prospects.
Adverse publicity reports or other media attention regarding the safety, efficacy and quality of cannabis in general, or our products specifically, or associating the consumption of cannabis with illness or other negative effects or events, could have such a material adverse effect on us. Such adverse publicity reports or other media attention could arise even if the adverse effects associated with such products resulted from consumers’ failure to consume such products legally, appropriately, or as directed. Although we believe that we operate in a manner that is respectful to all stakeholders and that we take care in protecting our image and reputation, we do not ultimately have direct control over how we are perceived by others. There is also a risk that the actions of other companies and service providers in the cannabis industry may negatively affect the reputation of the industry as a whole and, thereby, negatively impact our reputation. The increased usage of social media and other web-based tools used to generate, publish and discuss user-generated content and to connect with other users has made it increasingly easier for individuals and groups to communicate and share negative opinions and views in Canada and elsewhere in regard to our activities and the cannabis industry in general, whether true or not. The legal restrictions with respect to labelling and marketing cannabis may exacerbate these risks by increasing the influence of social media users and prohibiting us from effectively responding to negative publicity.

Third parties with whom we do business may perceive themselves as being exposed to reputational risk by virtue of their relationship with us and may ultimately elect to discontinue their relationships with us.

The parties with which we do business may perceive that they are exposed to reputational risk as a result of our cannabis business activities. In particular, while we attempt to conduct our cannabis-related business activities in compliance with all laws, negative perception of cannabis-related activities could cause the parties with whom we do business to discontinue their relationships with us and may cause potential counterparties to decline to do business with us. These risks may increase during periods in jurisdictions where cannabis-related activities are illegal and where jurisdictions focus their enforcement efforts on eliminating such activities. Failure to establish or maintain business relationships could have a material adverse effect on our business, financial condition and operations.




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There may be unknown health impacts associated with the use of cannabis and cannabis derivative products.

There is little in the way of longitudinal studies on the short-term and long-term effects of cannabis use on human health, whether used for recreational or medicinal purposes. As such, there are inherent risks associated with using our cannabis and cannabis derivative products, including unexpected side effects or safety concerns, the discovery of which could lead to civil litigation, regulatory actions and even possibly criminal enforcement actions.
Previously unknown or unforeseeable adverse reactions arising from human consumption of cannabis products may occur and consumers should consume cannabis at their own risk or in accordance with the direction of a health care practitioner.

We may enter into strategic alliances or expand the scope of currently existing relationships with third parties that we believe complement our business, financial condition and results of operation and there are risks associated with such activities.

We have entered into, and may in the future enter into, strategic alliances with third parties that we believe will complement or augment our existing business, including for third-party supply. Our ability to complete and develop strategic alliances is dependent upon, and may be limited by, the availability of suitable candidates and capital. In addition, strategic alliances could present unforeseen regulatory issues, integration obstacles or costs, may not enhance our business, and may involve risks that could adversely affect us, including significant amounts of management time that may be diverted from current operations in order to pursue and complete such transactions or maintain such strategic alliances. Future strategic alliances could result in the incurrence of additional debt, costs and contingent liabilities, and there can be no assurance that future strategic alliances will achieve, or that our existing strategic alliances will continue to achieve, the expected benefits to our business or that we will be able to consummate future strategic alliances on satisfactory terms, or at all. Any of the foregoing could have a material adverse effect on our business, financial condition and operations.

Our success will depend on attracting and retaining key personnel.

The success of the Company is dependent upon the ability, expertise, judgment, discretion and good faith of its key personnel. Our future success will depend on our directors’ and officers’ ability to develop and execute our business strategies and manage our ongoing operations, as well as our ability to attract and retain key personnel. Competition for qualified professionals, technical, sales and marketing staff, as well as officers and directors can be intense, and no assurance can be provided that we will be able to attract or retain key personnel in the future, which may adversely impact our operations. While employment and consulting agreements are customary, these agreements cannot assure the continued services of such individuals.

Further, as a Licensed Producer under the Cannabis Act, certain key personnel are required to obtain a security clearance by Health Canada. Licenses will not be granted until all key personnel have been granted security clearance. Under the Cannabis Act, a security clearance cannot be valid for more than five years and must be renewed before the expiry of a current security clearance. There is no assurance that any of our existing or future key personnel will be able to obtain or renew such clearances. A failure by key personnel to maintain or renew their security clearance could result in a material adverse effect on our business, financial condition and operations. There is also a risk that if key personnel leave the Company, we may not be able to find a suitable replacement that can obtain a security clearance in a timely manner, or at all.

Dependence on senior management

The success of the Company and its strategic focus is dependent to a significant degree upon the contributions of senior management. The loss of any of these individuals, or an inability to attract, retain and motivate sufficient numbers of qualified senior management personnel could adversely affect the Company’s business. As well, the implementation of employee compensation packages, composed of monetary short-term compensation and long-term equity-based compensation, has been designed for the retention of key employees.

Certain of our directors and officers may have conflicts of interests due to other business relationships.

We may be subject to potential conflicts of interest as some of our directors and officers may be engaged in a range of other business activities. Our directors and officers are permitted to devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to the Company. However, in some cases these outside business interests can require significant time and attention which may interfere with their ability to devote the necessary time to our business, and there is no assurance that such occurrences would not adversely affect our operations.

We may also become involved in other transactions which conflict with the interests of its directors and officers who may, from time to time, deal with persons, institutions or corporations with which we may be dealing, or which may be seeking investments similar to those the Company desires. The interests of these persons could conflict with our interests. In addition, from time to time, these persons may be competing with us for available investment opportunities. Conflicts of interest, if any, will be subject to the procedures and remedies provided under applicable laws. In particular, in the event that such a conflict of interest arises at a meeting of the Board, a director who has such a conflict will abstain from voting for or against the approval thereof in accordance with applicable laws. In accordance with applicable laws, our directors are required to act honestly, in good faith and in the Company’s best interests.

Future execution efforts may not be successful.

There is no guarantee that our current execution strategy will be completed in the currently proposed form, if at all, nor is there any guarantee that we will be able to expand into additional jurisdictions. There is also no guarantee that expansions to our marketing and sales initiatives will be successful. Any such activities will require, among other things, various regulatory approvals, licenses and permits (such as additional licenses from Health Canada under the Cannabis Act) and there is no guarantee that all required approvals, licenses and permits will be obtained in a timely fashion or at all. There is also no guarantee that we will be able to complete any of the foregoing activities as anticipated or at all. Our failure to successfully execute our strategy could adversely affect our business, financial condition and operations and may result in our failing to meet anticipated or future demand for products, when and if it arises.

In addition, the construction (or remaining construction) of any current or future facilities is subject to various potential problems and uncertainties, and may be delayed or adversely affected by a number of factors beyond our control, including the failure to obtain regulatory approvals, permits, delays in the delivery or installation of equipment by our suppliers, difficulties in integrating new equipment with its existing facilities, shortages in materials or labor, defects in design or construction, diversion of management resources, or insufficient funding or other resource constraints. Moreover, actual costs for construction may exceed our budgets. As a result of construction delays, cost overruns,
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changes in market circumstances or other factors, we may not be able to achieve the intended economic benefits, which in turn may materially and adversely affect our business, prospects, financial condition and operations.

We have expanded and intend to further expand our business and operations into jurisdictions outside of Canada, and there are risks associated with doing so.

As international demand grows, we intend to consider the expansion of our operations and business into jurisdictions outside of Canada, some of which are emerging markets, but there can be no assurance that any market for our products will develop in any such foreign jurisdiction. The continuation or expansion of our operations internationally will depend on our ability to renew or secure the necessary permits, licenses, or other approvals in those jurisdictions. An agency's denial of or delay in issuing or renewing a permit, license, or other approval, or revocation or substantial modification of an existing permit or approval, could prevent us from continuing our operations in or exports to other countries.

Operations in non-Canadian markets may expose us to new or unexpected risks or significantly increase our exposure to one or more existing risk factors. Some governmental regulations may require us to award contracts in, employ citizens of, and/or purchase supplies from the jurisdiction. These factors may limit our capability to successfully expand our operations and may have a material adverse effect on our business, financial condition and operations.

In addition, we are further subject to a wide variety of laws and regulations domestically and internationally with respect to the flow of funds and product across international borders and the amount of medical cannabis we export may be limited by the various drug control conventions to which Canada is a signatory.
While we continue to monitor developments and policies in the emerging markets in which we operate and assess the impact thereof to our operations, such developments cannot be accurately predicted and could have an adverse effect on our business, operations or profitability.

On April 1, 2024, cannabis was reclassified as a non-narcotic by the German government, allowing adults to possess small amounts of cannabis, and making Germany the largest European Union country to legalize possession for recreational use. While the Company is one of three existing domestic medical cannabis producers in Germany, there is no assurance that we will be successful in the German recreational market, if and when commercial cultivation, manufacturing, and retail sales are permitted.

We rely on international advisors and consultants in foreign jurisdictions.

The legal and regulatory requirements in the foreign countries in which we currently or intend to operate are different from those in Canada. Our officers and directors must rely, to a great extent, on local legal counsel and consultants in order to ensure our compliance with material legal, regulatory and governmental developments as they pertain to and affect our business operations, to assist with governmental relations and enhance our understanding of and appreciation for the local business culture and practices. Any developments or changes in such legal, regulatory or governmental requirements or in local business practices are beyond our control. The impact of any such changes may adversely affect our business, financial condition and operations.

Failure to comply with the Corruption of Foreign Public Officials Act (Canada) (“CFPOA”) and the Foreign Corrupt Practices Act (U.S.) (“FCPA”), as well as the anti-bribery laws of the other nations in which we conduct business, could subject us to penalties and other adverse consequences.

We are subject to the CFPOA and the FCPA, which generally prohibit companies and their employees from engaging in bribery, kickbacks or making other prohibited payments to foreign officials for the purpose of obtaining or retaining business. The CFPOA and the FCPA also require companies to maintain accurate books and records and internal controls, including at foreign controlled subsidiaries. In addition, we are subject to other anti-bribery laws of other countries in which we conduct, or will conduct, business that apply similar prohibitions as the CFPOA and FCPA (e.g. the Organization for Economic Co-operation and Development Anti-Bribery Convention). Our employees or other agents may, without our knowledge and despite our efforts, engage in prohibited conduct under our policies and procedures and the CFPOA, the FCPA, or other anti-bribery laws to which we may be subject for which we may be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and operations.

We may be subject to uninsured or uninsurable risks.

While we may have insurance to protect our assets, operations, and employees, such insurance is subject to coverage limits and exclusions and may not be available for the risks and hazards to which we are exposed. No assurance can be given that such insurance will be adequate to cover our liabilities or that it will be available in the future or at all, and that it will be commercially justifiable. We may be subject to liability for risks against which we cannot insure or against which we may elect not to insure due to the high cost of insurance premiums or other factors. The payment of any such liabilities would reduce the funds available for our normal business activities. Payment of liabilities for which we do not carry insurance may have a material adverse effect on our business, financial condition and operations.

We may be subject to product liability claims.

As a manufacturer and distributor of products designed to be topically applied, inhaled and ingested or otherwise consumed by humans, we face an inherent risk of exposure to product liability claims, regulatory action and litigation if our products are alleged to have caused significant loss or injury. In addition, the manufacture and sale of cannabis products involves the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. We may in the future have to recall certain of our cannabis products as a result of potential contamination and quality assurance concerns. Previously unknown adverse reactions resulting from human consumption of cannabis products alone or in combination with other medications or substances could occur. We may be subject to various product liability claims, including, among others, that the products produced by us caused or contributed to injury or illness, include inadequate instructions for use or include inadequate warnings concerning possible side effects or interactions with other substances. A product liability claim or regulatory action against us could result in increased costs, adversely affect our reputation and goodwill with our customers, and could have a material adverse effect on our business, financial condition and operations. There can be no assurances that we will be able to obtain or maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of such products.
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Our cannabis products may be subject to recalls for a variety of reasons.

Manufacturers and distributors of consumer goods and products are sometimes subject to the recall or return of their products for a variety of reasons, including product defects, such as contamination, unintended harmful side effects or interactions with other substances, packaging safety and inadequate or inaccurate labeling disclosure. If any of the products produced by us are recalled due to an alleged product defect or for any other reason, we could be required to incur the unexpected expense of the recall and any legal proceedings that might arise in connection with the recall. We may lose a significant amount of sales and may not be able to replace those sales at an acceptable margin or at all. In addition, a product recall may require significant management attention. Although we have detailed procedures in place for testing finished products, there can be no assurance that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls, regulatory action or lawsuits, whether frivolous or otherwise. Additionally, if any of the products produced by us were subject to recall, the reputation and goodwill of that product and/or us could be harmed. A recall for any of the foregoing reasons could lead to decreased demand for our products and could have a material adverse effect on our business, financial condition and results of operations. Additionally, product recalls may lead to increased scrutiny of our operations by Health Canada or other regulatory agencies, requiring further management attention, increased compliance costs and potential legal fees, fines, penalties and other expenses. Furthermore, any product recall affecting the cannabis industry more broadly could lead consumers to lose confidence in the safety and security of the products sold by participants in the industry generally, which could have a material adverse effect on our business, financial condition and operations.

We are and may become party to litigation, mediation, and/or arbitration from time to time.

We are and may in the future become party to regulatory proceedings, litigation, mediation, and/or arbitration from time to time in the ordinary course of business, which could adversely affect our business, financial condition and operations. Monitoring and defending against legal actions, with or without merit, can be time-consuming, divert management’s attention and resources and can cause us to incur significant expenses. In addition, legal fees and costs incurred in connection with such activities may be significant and we could, in the future, be subject to judgments or enter into settlements of claims for significant monetary damages. While we have insurance that may cover the costs and awards of certain types of litigation, the amount of insurance may not be sufficient to cover any costs or awards. Substantial litigation costs or an adverse result in any litigation may adversely impact our business, financial condition, or operations. Litigation, and any decision resulting therefrom, may also create a negative perception of our company. We are currently subject to class action proceedings in both the U.S. and Canada (as further detailed herein). Though we believe these to be without merit and intend to vigorously defend against the claims, there is no assurance that we will be successful.

The transportation of our products is subject to security risks and disruptions.

We depend on fast, cost-effective, and efficient third-party courier services to distribute our product to both wholesale and retail customers. Any prolonged disruption of these courier services could have an adverse effect on our business, financial condition and operations. Rising costs associated with the courier service we use to ship our products may also adversely impact our business and our ability to operate profitably.

Due to the nature of our products, security during transportation is of the utmost concern. Any breach of the security measures during the transport or delivery of our products, including any failure to comply with recommendations or requirements of government regulators, whether intentional or not, could have a materially adverse impact on our ability to continue operating under our current licenses and may potentially impact our ability to renew such licenses.

Our business is subject to the risks inherent in agricultural operations.

Since our business revolves mainly around the growth and processing of cannabis, an agricultural product, the risks inherent with agricultural businesses apply to our business. Such risks may include disease and insect pests, among others. Cannabis growing operations consume considerable energy and any rise in energy costs may have a material adverse effect on our ability to produce cannabis, and therefore, our business, financial condition and results of operations.

Although we currently grow, and expect to grow, most of our cannabis in climate-controlled, monitored, indoor locations, some of our production takes place outdoors and there is no guarantee that changes in outside weather and climate will not adversely affect such production. Like other agricultural products, the quality of cannabis grown outdoors is affected by weather and the environment, which can change the quality or size of the harvest. If a weather event is particularly severe, such as a major drought or hurricane, the affected harvest could be destroyed or damaged to an extent that results in lost revenues. In addition, other items may affect the marketability of cannabis grown outdoors, including, among other things, the presence of non-cannabis related material, genetically modified organisms and excess residues of pesticides, fungicides, and herbicides. High degrees of quality variance can affect processing velocity and capacity utilization, as the process required to potentially upgrade lower quality product requires significant time and resources. There can be no assurance that natural elements will not have a material adverse effect on the production of our products and ultimately our business, financial condition and operations.

We have in the past, and may in the future, record significant impairments or write-downs of our assets.

Our cannabis inventory in our cannabis operations and cannabis retail segments has a finite shelf life and is subject to obsolescence, expiration, spoilage, shrinkage, unacceptable quality, contamination or other declines in value prior to wholesale or retail sale. We have in the past, and may in the future, be required to record substantial write-downs or impairments related to loss of value in our cannabis inventory.

In addition, our facilities may be subject to obsolescence, damage, loss of fair market value or other declines in value.

Our operations are subject to various environmental and employee health and safety regulations.

Our operations are subject to environmental and safety laws and regulations concerning, among other things, emissions and discharges to water, air, and land, the handling and disposal of hazardous and non-hazardous materials and wastes, and employee health and safety. We incur ongoing costs and obligations related to compliance with environmental and employee health and safety matters. Failure to obtain an environmental compliance approval under applicable regulations or otherwise comply with environmental and safety laws and regulations may result in additional costs for corrective measures, penalties or restrictions on our manufacturing operations. In addition, changes in
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environmental, employee health and safety or other laws, more vigorous enforcement thereof, or other unanticipated events could require extensive changes to our operations or give rise to material liabilities, which could have a material adverse effect on our business, financial condition and operations.

Climate change may have an adverse effect on demand for our products or on our operations.

Over the past several years, changing weather patterns and climatic conditions due to natural and man-made causes have added to the unpredictability and frequency of extreme weather events such as severe weather, heat waves, wildfires, flooding, hailstorms, snowstorms, and the spread of disease and insect infestations. These events could damage, destroy or hinder the operations at our physical facilities, or the facilities of our suppliers or customers, and adversely affect our financial results as a result of decreased production output, increased operating costs or reduced availability of transportation.
Government action to address climate change, greenhouse gas (GHG) emissions, water and land use may result in the enactment of additional or more stringent laws and regulations that may require us to incur additional capital expenditures, pay higher taxes, increased transportation costs, or could otherwise adversely affect our financial conditions.
In addition, increasingly our employees, customers and investors expect that we minimize the negative environmental impacts of our operations Although we make efforts to create positive impacts where possible and anticipate potential costs associated with climate change, failure to mitigate the risks of climate change and adequately respond to their changing expectations as well as those of governments on environmental matters, could result in missed opportunities, additional regulatory scrutiny, loss of team members, customers and investors, and adverse impact on our brand and reputation.

We may not be able to protect our intellectual property.

Our success depends in part on our ability to own and protect our trademarks, patents, trade secrets and other intellectual property rights. We rely on certain trade secrets, technical know-how and proprietary information that are not protected by patents to maintain our competitive position. Our trade secrets, technical know-how and proprietary information, which are not protected by patents, may become known to or be independently developed by competitors. Even if we move to protect our intellectual property with trademarks, patents, copyrights or by other means, we are not assured that competitors will not develop similar technology and business methods or that we will be able to exercise our legal rights.
Other countries may not protect intellectual property rights to the same standards as does Canada, particularly in the U.S. where cannabis remains federally illegal. Policing the unauthorized use of current or future trademarks, patents, trade secrets or intellectual property rights could be difficult, expensive, time-consuming and unpredictable, as may be enforcing these rights against unauthorized use by others.
Actions taken to protect or preserve intellectual property rights may require significant financial and other resources such that said actions may have a materially adverse impact our ability to successfully grow our business. An adverse result in any litigation or defense proceedings could put one or more of the trademarks, patents or other intellectual property rights at risk of being invalidated or interpreted narrowly and could put existing intellectual property applications at risk of not being issued. Any or all of these events could materially and adversely affect our business, financial condition and operations.

We may experience breaches of security at our facilities or in respect of electronic documents and data storage and may face risks related to breaches of applicable privacy laws.

Given the nature of our product and its lack of legal availability outside of channels approved by the Government of Canada, as well as the concentration of inventory in our facilities, despite meeting or exceeding Health Canada’s security requirements, there remains a risk of shrinkage as well as theft. A security breach at one of our facilities could expose us to additional liability, potentially costly litigation, increased expenses relating to the resolution and future prevention of these breaches and may deter potential customers from choosing our products.

In addition, we collect and store personal information about our customers and are responsible for protecting that information from privacy breaches. A privacy breach may occur through procedural or process failure, information technology malfunction, or deliberate unauthorized intrusions. Data theft for competitive purposes, particularly patient lists and preferences, is an ongoing risk whether perpetrated via employee collusion or negligence, or through a deliberate cyber-attack. Any such theft or privacy breach would have a material adverse effect on our business, reputation, financial condition and results of operations.

Furthermore, there are several federal and provincial laws protecting the confidentiality of certain patient health information, including patient records, and restricting the use and disclosure of that protected information. In particular, the privacy rules under the Personal Information Protection and Electronics Documents Act (Canada) (“PIPEDA”), protect medical records and other personal health information by limiting their use and disclosure of health information to the minimum level reasonably necessary to accomplish the intended purpose. If we were found to be in violation of the privacy or security rules under PIPEDA or other laws protecting the confidentiality of patient health information, we could be subject to sanctions and civil or criminal penalties, which could increase our liabilities, harm our reputation, and have a material adverse effect on our business, financial condition and operations.

We may be subject to risks related to our information technology systems, including cyber-attacks.

We have entered into agreements with third parties for hardware, software, telecommunications and other information technology services in connection with our operations. Our operations depend, in part, on how well we and our suppliers protect networks, equipment, IT systems and software against damage from a number of threats, including, but not limited to, cable cuts, damage to physical plants, natural disasters, intentional damage and destruction, fire, power loss, hacking, computer viruses, vandalism and theft. Our operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures. Any of these and other events could result in information system failures, delays and/or increase in capital expenses. The failure of information systems or a component of information systems, depending on the nature of any such failure, could adversely impact our business, financial condition and operations.

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Cyber-attacks could result in important remediation costs, increased cybersecurity costs, lost revenues due to a disruption of activities, litigation, and reputational harm affecting customer and investor confidence, which ultimately could materially adversely affect our business, financial condition and operations.

In December 2020, the Company was the target of a cybersecurity incident that involved the theft of company information. The subsequent investigation identified that certain personally identifiable information of our employees and consumers was compromised. It also confirmed that our patient database was not compromised, and our performance and financial information was not impacted. All impacted individuals were notified, as were all required government privacy offices.

We have not experienced any material losses to date relating to cyber-attacks or other information security breaches, but there can be no assurance that we will not incur such losses in the future. Our risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cybersecurity and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access is a priority. As cyber threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Globally, cybersecurity incidents have increased in number and severity and it is expected that these external trends will continue. In response to this incident, or any potential future incident, we may incur substantial costs which may include:
•remediation costs, such as liability for stolen information, repairs to system or data damage, or implementation of new security;
•measures in response to the evolving security landscape; and
•legal expenses, including costs related to litigation, regulatory actions or penalties.

We may not be able to successfully identify and execute future acquisitions or dispositions, or to successfully manage the impacts of such transactions on our operations.

We have in the past, and may in the future, seek strategic acquisitions. Our ability to identify and consummate any future potential acquisitions on terms that are favorable to us may be limited by the number of attractive acquisition targets, internal demands on our resources and, to the extent necessary, our ability to obtain financing on satisfactory terms, if at all. Over the past few years, we have completed a number of such acquisitions.
Material acquisitions, dispositions, and other strategic transactions involve a number of risks, including: (i) potential disruption of our ongoing business; (ii) distraction of management; (iii) increased financial leverage; (iv) the anticipated benefits and cost savings of those transactions may not be realized fully, or at all, or may take longer to realize than expected; (v) increased scope and complexity of our operations; and (vi) loss or reduction of control over certain of our assets.

The presence of one or more material liabilities and/or commitments of an acquired company that are unknown to us at the time of acquisition could have a material adverse effect on our business, financial condition and operations. A strategic transaction may result in a significant change in the nature of our business, operations and strategy. In addition, we may encounter unforeseen obstacles or costs in implementing a strategic transaction or integrating any acquired business into our existing operations.

As a holding company, Aurora Cannabis Inc. is dependent on its operating subsidiaries to pay dividends and other obligations.

Aurora Cannabis Inc. is a holding company. Essentially all of our operating assets are the capital stock of our subsidiaries and substantially all of our business is conducted through subsidiaries which are separate legal entities. Consequently, our cash flows and ability to pursue future business and expansion opportunities are dependent on the earnings of our subsidiaries and the distribution of those earnings to us. The ability of these entities to pay dividends and other distributions will depend on their operating results and will be subject to applicable laws and regulations which require that solvency and capital standards be maintained by such companies and contractual restrictions contained in the instruments governing their debt. In the event of a bankruptcy, liquidation or reorganization of any of our subsidiaries, holders of indebtedness and trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us.

The price of our Common Shares has historically been volatile. This volatility may affect the value of your investment in Aurora, the price at which you could sell our Common Shares and the sale of substantial amounts of our Common Shares could adversely affect the price of our Common Shares and the value of your convertible debentures/notes.

The market price for Common Shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond our control, including the following:
•actual or anticipated fluctuations in our results of operations;
•recommendations by securities research analysts;
•changes in the economic performance or market valuations of companies in the same industry in which we operate;
•addition or departure of our executive officers and other key personnel;
•release or expiration of transfer restrictions on outstanding Common Shares;
•sales or perceived sales of additional Common Shares;
•operating and financial performance that varies significantly from the expectations of management, securities analysts and investors;
•regulatory changes affecting the Company’s industry, business and operations;
•announcements of developments and other material events by us or our competitors;
•fluctuations in the costs of vital production inputs, materials and services;
•changes in global financial markets, global economies and general market conditions, such as interest rates and product price volatility;
•significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors;
•operating and share price performance of other companies that investors deem comparable to us; and
•news reports relating to trends, concerns, technological or competitive developments, regulatory changes and other related issues in the Company’s industry or target markets.

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Financial markets have recently experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of companies and that have often been unrelated to the operating performance, underlying asset values, or prospects of such companies. Such volatility has been particularly evident with regards to the share prices of medical cannabis companies that are public issuers in Canada. Accordingly, the market price of Common Shares may decline even if our operating results, underlying asset values, or prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are lasting and not temporary, which may result in impairment losses. There can be no assurance that continuing fluctuations in share price and volume will not occur. If such increased levels of volatility and market turmoil continue, our operations could be adversely impacted, and the trading price of Common Shares may be materially adversely affected.

It is not anticipated that any dividend will be paid to holders of our Common Shares for the foreseeable future.

No dividends on our Common Shares have been paid to date. We currently intend to retain future earnings, if any, for future operation and expansion. Our board of directors has the discretion to declare dividends and to prescribe the timing, amount and payment of such dividends. Such decision will depend upon our future earnings, cash flows, acquisition capital requirements and financial condition, and other relevant factors that our Board may deem relevant.

Future sales or issuances of equity securities could decrease the value of our Common Shares, dilute investors’ voting power, and reduce our earnings per share.

We may sell or issue additional equity securities in subsequent offerings (including through the sale of securities convertible into equity securities and the issuance of equity securities in connection with acquisitions). We cannot predict the size of future issuances of equity securities or the size and terms of future issuances of debt instruments or other securities convertible into equity securities or the effect, if any, that future issuances and sales of our securities will have on the market price of our Common Shares.

Additional issuances of our securities may involve the issuance of a significant number of Common Shares at prices less than the current market prices. Issuances of a substantial number of Common Shares, or the perception that such issuances could occur, may adversely affect prevailing market prices of our Common Shares. Any transaction involving the issuance of previously authorized but unissued Common Shares, or securities convertible into Common Shares, may result in significant dilution to security holders.

Sales of substantial amounts of our securities by us or our existing shareholders, or the availability of such securities for sale, could adversely affect the prevailing market prices for our securities and dilute investors’ earnings per share. Exercises of presently outstanding share options or warrants may also result in dilution to security holders. A decline in the market prices of our securities could impair our ability to raise additional or sufficient capital through the sale of securities should we desire to do so.

Our management will have substantial discretion concerning the use of proceeds from future share sales and financing transactions.

Our management will have substantial discretion concerning the use of proceeds from any future share sales and financing transactions, as well as the timing of the expenditure of the proceeds thereof. As a result, investors will be relying on the judgment of management as to the specific application of the proceeds of any future sales. Management may use the net proceeds in ways that an investor may not consider desirable. The results and effectiveness of the application of the net proceeds are uncertain.

The regulated nature of our business may impede or discourage a takeover, which could reduce the market price of our Common Shares and the value of any outstanding convertible debentures/notes.

We require and hold various government licenses to operate our business, which would not necessarily continue to apply to an acquirer of our business following a change of control. These licensing requirements could impede a merger, amalgamation, takeover, or other business combination involving us or discourage a potential acquirer from making a tender offer for our Common Shares, which, under certain circumstances, could reduce the market price of our Common Shares.

There is no assurance we will continue to meet the listing standards of Nasdaq and the TSX.

We must meet continuing listing standards to maintain the listing of our Common Shares on Nasdaq and the TSX. If we fail to comply with listing standards and Nasdaq and/or the TSX delists our Common Shares, we and our shareholders could face significant material adverse consequences, including:
•a limited availability of market quotations for our Common Shares;
•reduced liquidity for our Common Shares;
•a determination that our Common Shares are “penny stock”, which would require brokers trading in our Common Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Common Shares;
•a limited amount of news and analyst coverage of us; and
•a decreased ability for us to issue additional equity securities or obtain additional equity or debt financing in the future.

As a public company, Aurora is subject to evolving corporate governance and public disclosure regulations that may from time to time increase both our compliance costs and the risk of non-compliance, which could adversely impact the price of our Common Shares.

The financial reporting obligations of being a public company and maintaining a dual listing on the TSX and on Nasdaq requires significant company resources and management attention.

We are subject to the public company reporting obligations under the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”) and the rules and regulations regarding corporate governance practices, including those under the Sarbanes-Oxley Act, the Dodd-Frank Act, and the listing requirements of Nasdaq. We incur significant legal, accounting, reporting and other expenses in order to maintain a dual listing on both the TSX and Nasdaq. Moreover, our listing on both the TSX and Nasdaq may increase price volatility due to various factors, including the ability to buy or sell Common Shares, different market conditions in different capital markets and different trading volumes. In addition, low trading volume may increase the price volatility of our Common Shares.

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Failure to develop and maintain an effective system of internal controls increases the risk that we may not be able to accurately and reliably report our financial results or prevent fraud, which may harm our business, the trading price of our Common Shares and market value of other securities.

Under Section 404 of the Sarbanes-Oxley Act, we are required to design, document and test the effectiveness of our internal controls over financial reporting (“ICFR”) during the financial year ended March 31, 2025. ICFR are designed to provide reasonable assurance that our financial reporting is reliable and that our financial statements have been prepared in accordance with IFRS. Regardless of how well controls are designed, internal controls have inherent limitations and can only provide reasonable assurance that the controls are meeting our objectives in providing reliable financial reporting information in accordance with IFRS. Effective internal controls are required for us to provide reasonable assurance that our financial results and other financial information are accurate and reliable. In the financial year ended March 31, 2025, as further described below under the heading “Disclosure Controls and Procedures and Internal Controls Over Financial Reporting,” the Company’s management identified material weaknesses in the areas of management review control activities, segregation of duties and personnel at Bevo Agtech Inc. and segregation of duties and personnel at Indica Industries Pty Ltd., and, as a result, determined that neither the Company’s internal controls over financial reporting or disclosure controls and procedures were effective as of March 31, 2025. Any failure to design, develop or maintain effective controls, or difficulties encountered in implementing, improving or remediation lapses in internal controls may affect our ability to prevent fraud, detect material misstatements, and fulfill our reporting obligations. As a result, investors may lose confidence in our ability to report timely, accurate and reliable financial and other information, which may expose us to certain legal or regulatory actions, thus negatively impacting our business, the trading process of our Common Shares and market value of other securities.

We are a Canadian company and shareholder protections may differ from shareholder protections in the U.S. and elsewhere.

We are organized and exist under the laws of British Columbia, Canada and, accordingly, are governed by the Business Corporations Act British Columbia) (the “BCBCA”). The BCBCA differs in certain material respects from laws generally applicable to U.S. corporations and shareholders, including the provisions and proceedings relating to interested directors, mergers, amalgamations, restructuring, takeovers, shareholders’ suits, indemnification of directors, and inspection of corporation records.

We are a foreign private issuer within the meaning of the rules under the U.S. Exchange Act, and as such is exempt from certain provisions applicable to U.S. domestic issuers.

Because we are a “foreign private issuer” under the U.S. Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the U.S. that are applicable to U.S. domestic issuers, including:
•the rules under the U.S. Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC;
•the sections of the U.S. Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of securities registered under the U.S. Exchange Act;
•the sections of the U.S. Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and
•the selective disclosure rules by issuers of material non-public information under Regulation FD.
We are required to file an annual report on Form 40-F with the SEC within three months of the end of each fiscal year. We do not intend to voluntarily file annual reports on Form 10-K and quarterly reports on Form 10-Q in lieu of Form 40-F requirements. For so long as we choose to only comply with foreign private issuer requirements, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information which would be made available to you if you were investing in a U.S. domestic issuer.

Our employees and counterparties may be subject to potential U.S. entry restrictions as a result of their relationship with us.

A foreign visitor who is involved either directly or indirectly in the cannabis industry may be subject to increased border scrutiny when attempting to enter the U.S. Multiple states have legalized aspects of cannabis production, sale and consumption; however, cannabis remains illegal federally in the U.S. The U.S. Customs and Border Protection previously advised that border agents may deem a foreign visitor who is involved, either directly or indirectly, in a state-legal cannabis industry as inadmissible. While unassociated trips to the U.S. may not result in problems entering the U.S., a foreign visitor attempting to enter the U.S. to proliferate cannabis-associated business may be deemed inadmissible, at the discretion of the border agents. As a company with operations in both the U.S. and Canada, inability of our employees or counterparties to enter the U.S. could harm our ability to conduct our business.

Participants in the cannabis industry may have difficulty accessing the service of banks and financial institutions, which may make it difficult for us to operate.

Because cannabis remains illegal federally in the U.S., U.S. banks and financial institutions remain wary of accepting funds from businesses in the cannabis industry, as such funds may technically be considered proceeds of crime. Consequently, businesses involved in the cannabis industry continue to have trouble establishing banking infrastructure and relationships. The inability or limitation on our ability to open or maintain a bank account in the U.S. or other foreign jurisdictions, obtain other banking services and/or accept credit card and debit card payments may make it difficult to operate and conduct business in the U.S. or other foreign jurisdictions.

The Company’s employees, independent contractors and consultants may engage in fraudulent or other illegal activities.

The Company is exposed to the risk that its employees, independent contractors and consultants may engage in fraudulent or other illegal activity. Misconduct by these parties could include intentional, reckless and/or negligent conduct that violates: (i) government regulations; (ii) manufacturing standards; (iii) federal and provincial healthcare fraud and abuse laws and regulations; or (iv) laws that require the true, complete and accurate reporting of financial information or data. It is not always possible for the Company to identify and deter misconduct by its employees and other third parties, and the precautions taken by the Company to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting the Company from governmental investigations or other actions or lawsuits stemming from a failure to comply with such laws or regulations. If any such actions are instituted against the Company, and it is not successful in defending itself or asserting its rights, those actions could have a significant impact on the Company’s business, including the imposition of civil, criminal and administrative penalties, damages, monetary fines, contractual damages, reputational harm, diminished profits
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and future earnings, and curtailment of the Company’s operations, any of which could have a material adverse effect on the Company’s business, financial condition and results of operations.

Continued volatile global financial and geopolitical conditions may negatively impact the Company

Global financial conditions have been characterized by ongoing volatility. Global financial conditions could suddenly and rapidly destabilize in response to future events, as government authorities may have limited resources to respond to future crises. Global capital markets have continued to display increased volatility in response to global events. Future crises may be precipitated by any number of causes, including natural disasters, geopolitical instability, civil unrest, changes to energy prices or sovereign defaults. Ongoing geopolitical challenges such as the Ukraine-Russia war, conflict in the Middle East, tensions between the United States and China, imposition of new tariffs by the U.S. government and potential significant changes to U.S. trade policies and treaties, and corresponding global trade responses have contributed to volatility in global financial conditions.
President Trump of the U.S has recently enacted and proposed to enact significant new tariffs on Canada, Mexico and other countries. Additionally, President Trump has directed various federal agencies to further evaluate key aspects of U.S. trade policy resulting in ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets. The economic impact of tariffs on the Canadian, American and global economy could result in increased volatility in commodity prices and negatively impact capital markets and the ability of the Company to raise funds. In addition to increased volatility in commodity prices, such tariffs could result in increased costs for the Bevo business. Any of these factors could depress economic activity, negatively impact the Company and have a material adverse effect on the business, results of operations, cash flows and financial condition of the Company.

A period of sustained inflation across the markets in which we operate could result in higher operating costs.

The worldwide economy has continued to experience significant inflation and inflationary pressures. Inflation may negatively impact our business, raise cost and reduce profitability. While we have and will continue to take actions, wherever possible, to reduce the impact of the effects of inflation, in the case of sustained inflation across several of the markets in which we operate, it could become increasingly difficult to effectively mitigate the increases to our costs. In addition, the effects of inflation on consumers’ budgets could result in the reduction of our customers’ spending habits. If we are unable to take actions to effectively mitigate the effect of the resulting higher costs, our profitability and financial position could be negatively impacted.

Our business may be subject to disruptions as a result of health epidemics and other infectious diseases.

A local, regional, national or international outbreak of a contagious disease, such as COVID-19, or the fear of a potential outbreak, could decrease the willingness of the general population to travel, cause staff shortages, reduced customer traffic, supply shortages and increased government regulation all of which may negatively impact the business, financial condition and results of operations of the Company. The risk of a pandemic, or public perception of the risk, could cause customers to avoid public places, including retail properties, and could cause temporary or long-term disruptions in our supply chains and/or delays in the delivery of our inventory. Further, such risks could also adversely affect the financial condition of the Company's customers, resulting in reduced spending for the products we sell. Moreover, an epidemic, pandemic, outbreak or other public health crisis, such as COVID-19, could cause employees to avoid Company properties, which could adversely affect the Company’s ability to adequately staff and manage its businesses. “Shelter-in-place” or other such orders by governmental entities could also disrupt our operations, if employees who cannot perform their responsibilities from home, are not able to report to work. Risks related to an epidemic, pandemic or other health crisis could also lead to the complete or partial closure of one or more of our stores, facilities or operations of the Company’s sourcing partners. The ultimate extent of the impact of any epidemic, pandemic or other health crisis on our business, financial condition and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of such epidemic, pandemic or other health crisis and actions taken to contain or prevent their further spread, among others. These and other potential impacts of an epidemic, pandemic or other health crisis, such as COVID-19, could therefore materially and adversely impact our business, financial condition and results of operations.

The controversy surrounding vaporizers and vaporizer products may materially and adversely affect the market for vaporizer products and expose us to litigation and additional regulation.

There have been a number of highly publicized cases involving lung and other illnesses and deaths that appear to be related to vaporizer devices and/or products used in such devices (such as vaporizer liquids). The focus is currently on the vaporizer devices, the manner in which the devices were used and the related vaporizer device products - THC, nicotine, other substances in vaporizer liquids, possibly adulterated products and other illegal unlicensed cannabis vaporizer products. Some states, provinces, territories and cities in Canada and the U.S. have already taken steps to prohibit the sale or distribution of vaporizers, restrict the sale and distribution of such products or impose restrictions on flavors or use of such vaporizers. This trend may continue, accelerate and expand.
Cannabis vaporizers in Canada are regulated under the Cannabis Act and Cannabis Regulations. Negative public sentiment may prompt regulators to decide to further limit or defer the industry’s ability to sell cannabis vaporizer products, and may also diminish consumer demand for such products. For instance, Health Canada has proposed new regulations that would place stricter limits on the advertising and promotion of vaping products and make health warnings on vaping products mandatory, although such regulations explicitly exclude cannabis and cannabis accessories. The provincial governments in Quebec, Alberta and Newfoundland and Labrador have imposed provincial regulatory restrictions on the sale of cannabis vape products. These actions, together with potential deterioration in the public’s perception of cannabis containing vaping liquids, may result in a reduced market for our vaping products. There can be no assurance that we will be able to meet any additional compliance requirements or regulatory restrictions, or remain competitive in face of unexpected changes in market conditions.

This controversy could well extend to non-nicotine vaporizer devices and other product formats. Any such extension could materially and adversely affect our business, financial condition, operating results, liquidity, cash flow and operational performance. Litigation pertaining to vaporizer products is accelerating and that litigation could potentially expand to include our products, which would materially and adversely affect our business, financial condition, operating results, liquidity, cash flow and operational performance.
Vaporizers, electronic cigarettes and related products were recently developed and therefore the scientific or medical communities have had a limited period of time to study the long-term health effects of their use. Currently, there is limited scientific or medical data on the safety of such products for their intended use and the medical community is still studying the health effects of the use of such products, including the long-
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term health effects. If the scientific or medical community were to determine conclusively that use of any or all of these products pose long-term health risks, market demand for these products and their use could materially decline. Such a determination could also lead to litigation, reputational harm and significant regulation. Loss of demand for our product, product liability claims and increased regulation stemming from unfavorable scientific studies on cannabis vaporizer products could have a material adverse effect on our business, results of operations and financial condition.

We must rely largely on our own market research and internal data to forecast sales and market demand and market prices which may differ from our forecasts.

Given the early stage of the cannabis industry, we rely largely on our own market research and internal data to forecast industry trends and statistics as detailed forecasts are, with certain exceptions, not generally available from other sources. A failure in the demand for our products to materialize as a result of competition, technological change, change in the regulatory or legal landscape or other factors could have a material adverse effect on our business, financial condition and results of operations.

The Canadian excise duty framework affects profitability.

Canada’s excise duty framework imposes an excise duty and various regulatory-like restrictions on certain cannabis products sold in Canada. We currently hold licenses issued by the CRA required to comply with this excise framework. Any change in the rates or application of excise duty to cannabis products sold by us in Canada, and any restrictive interpretations by the CRA or the courts of the provisions of the Excise Act, 2001 (which may be different than those contained in the Cannabis Act) may affect our profitability and ability to compete in the market.

We may hedge or enter into forward sales, which involves inherent risks.

We may hedge or enter into forward sales of our forecasted right to purchase cannabis. Hedging involves certain inherent risks including: (i) credit risk (the risk that the creditworthiness of a counterparty may adversely affect its ability to perform its payment and other obligations under its agreement with us or adversely affect the financial and other terms the counterparty is able to offer us); (ii) market liquidity risk (the risk that we have entered into a hedging position that cannot be closed out quickly, by either liquidating such hedging instrument or by establishing an offsetting position); and (iii) unrealized fair value adjustment risk (the risk that, in respect of certain hedging products, an adverse change in market prices for cannabis will result in us incurring losses in respect of such hedging products as a result of the hedging products being out-of-the-money on their settlement dates).

There can be no assurance that a hedging program designed to reduce the risks associated with price fluctuations will be successful. Although hedging may protect us from adverse changes in price fluctuations, it may also prevent us from fully benefiting from positive changes in price fluctuations.

Disclosure Controls and Procedures and Internal Controls over Financial Reporting

Disclosure Controls and Procedures
As required by National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings and Rule 13a-15(b) of the U.S. Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures (“DC&P”) (as defined in Rules 13a-15(e) and 15d-15(e) under the U.S. Exchange Act as of the end of the period covered by this Annual Report. Disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the U.S. Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the CSA and SEC.

Based upon the evaluation, our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have concluded that our disclosure controls and procedures were not effective as of March 31, 2025 at the reasonable assurance level due to the material weaknesses described below under “Management’s Assessment on Internal Control Over Financial Reporting.” As a result of the material weaknesses identified, we performed additional analysis and other post-closing procedures. Notwithstanding these material weaknesses, management has concluded that the consolidated financial statements included in this Annual Report present fairly, in all material respects, the financial position of the Company at March 31, 2025 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board and Ernst & Young LLP, an independent registered accounting firm, has issued an unqualified opinion on our consolidated financial statements as of and for the year ended March 31, 2025.

Changes to Internal Control over Financial Reporting

In fiscal 2025, management implemented a number of business process and control improvements to address known control deficiencies and continue to enhance the Company’s control environment, including:

•Continuing to improve controls over management’s review of company data, information, assumption and estimates
•Continuing to deploy a common Enterprise Resource Planning (“ERP”) system across the company, including deployment of the Company’s ERP in the EU business unit
•Modifying existing controls and implementing new controls that operated effectively to address known system limitations regarding assurance and segregation of duties
•The ongoing implementation of ICFR within the Bevo Agtech Inc. business unit
•Process and control improvement and integration within the Indica Industries Pty Ltd. business unit, which was acquired by the Company on February 7, 2024

Aside from these initiatives and the identified material weaknesses resulting from this work and testing of controls as described in management’s assessment of ICFR below, no changes to the Company’s ICFR occurred during the quarter that have materially affected, or are likely to materially affect, the Company’s ICFR.


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Management’s Assessment on Internal Control over Financial Reporting

In accordance with National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings and as required by Rule 13a-15(f) and 15d-5(f) of the U.S. Exchange Act, management is responsible for establishing and maintaining adequate internal controls over financial reporting (“ICFR”). The Company’s management, including the CEO and CFO, has designed ICFR based on the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with IFRS.

ICFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. ICFR has inherent limitations. ICFR is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. ICFR also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements will not be prevented or detected on a timely basis by ICFR. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management, under the supervision and with the participation of our CEO and CFO and oversight of the Board of Directors, evaluated the effectiveness of our ICFR as of March 31, 2025, against the COSO Framework. Based on this evaluation, management concluded that material weaknesses existed as of March 31, 2025, as described below, and due to these material weaknesses, ICFR is not effective as of March 31, 2025.

Management Review Control Activities: The Company did not consistently design, execute and document sufficiently precise management review controls over completeness and accuracy of data inputs and entry, the accuracy of mathematical formulas within spreadsheets, or the key assumptions, estimates and period cut-off activities. This deficiency impacts leases, long-term liabilities, biological assets and inventory, goodwill and impairment, revenue and receivables, purchasing and payables, taxes, manual journal entries, and financial statement close processes, including Statement of Cashflows.

Insufficient Segregation of Duties and Personnel at Bevo Agtech Inc.: Specific to the Bevo Agtech Inc. business unit and due to both staffing limitations resulting in lack of segregation of duties and limited experience of personnel in key roles in implementing and performing ICFR, the Company had an aggregation of pervasive deficiencies across business processes including property, plant and equipment, treasury and cash management, payroll, production and inventory, revenue and receivables, purchasing and payables, manual journal entries, and financial reporting processes, including statements of cashflows.

Insufficient Segregation of Duties and Personnel at Indica Industries Pty Ltd.: Specific to the Indica Industries Ptd Ltd. business unit and due to both staffing limitations resulting in lack of segregation of duties and limited experience of personnel in key roles in implementing and performing ICFR, the Company had an aggregation of pervasive deficiencies across IT General Controls as well as business processes including property, plant and equipment, treasury and cash management, payroll, inventory, revenue and receivables, purchasing and payables, taxes, manual journal entries, and financial reporting processes.
Material and immaterial errors were identified as a result of these material weaknesses which were corrected prior to release of the annual financial statements. These material weaknesses create a reasonable possibility that material misstatements in interim or annual financial statements would not be prevented or detected on a timely basis.

Ernst & Young LLP, an independent registered public accounting firm, has audited the Company’s consolidated financial statements and has issued an adverse opinion on the effectiveness of Internal Control over Financial Reporting.

Remediation Plan

Management, with oversight from the Audit Committee has a formal Remediation Plan to address the identified material weaknesses, with a continued focus on reducing the reliance on manual review procedures over data and information in key business processes, providing training to control owners, hiring additional staff to enable the performance of timely internal controls, and enhancement to business processes and controls as the Company continues to mature. The Company’s ERP transformation and continued integration of both Bevo Agtech Inc. and Indica Industries Pty Ltd. are both critical steps to reducing our dependency on manual review controls.

Additionally, management is actively working to improve the robustness of source data used in key assumptions and estimates, including data used in business and operational forecasting, and believes that the precision of assumptions and estimates will continue to improve as additional market and historical company data becomes available as the industry matures.
We believe these measures, and others that may be implemented, will remediate the material weaknesses in ICFR described above.

Cautionary Statement Regarding Forward-Looking Statements

This MD&A contains certain statements which may constitute “forward-looking information” and “forward-looking statements” within the meaning of Canadian securities law requirements (collectively, “forward-looking statements”). These forward-looking statements are made as of the date of this MD&A and the Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as required under applicable securities legislation. Forward-looking statements relate to future events or future performance and reflect Company management’s expectations or beliefs regarding future events. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative of these terms or comparable terminology. By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. The Company provides no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Forward-looking statements in this MD&A include, but are not limited to, statements with respect to:
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•pro forma measures including revenue, cash flow, adjusted gross margin before fair value adjustments, expected SG&A run-rates, and grams produced;
•the Company’s ability to fund operating activities and cash commitments for investing and financing activities for the foreseeable future;
•expectations regarding production capacity, costs and yields;
•statements made under the heading “Our Strategy”;
•statements made with respect to the anticipated disposition of legal claims disclosed under the heading “Contingencies”;
•the Company’s strategy and path to deliver profitability and to achieve positive free cash flow in calendar 2024;
•the Bevo business and associated benefits to the Company, including, but not limited to, those in respect of revenues and the creation of long-term value;
•expectations for the plant propagation segment, including contributions from the Sky and Sun facilities;
•future strategic opportunities;
•future growth opportunities including the expansion into additional international markets;
•Magnitude and duration of potential new or increased tariffs may be imposed on goods imported from Canada into the United States, which could adversely impact revenues under the plant propagation segment;
•expectations related to the increased legalization of medical and consumer markets, including the United States;
•the repositioning and improvements in the Company’s consumer business, and associated benefits to the business including, but not limited to, its ability to contribute towards profitability;
•competitive advantages and strengths in Canadian and international medical cannabis, medical and regulatory expertise in a federal framework and scientific expertise, including genetics and breeding;
•the Company’s breeding program, product portfolio and innovation, and the expected impact on revenue and long-term success;
•critical success factors in the cannabis industry, including profitable growth, positive cash flow, smart capital allocation and balance sheet strength;
•the acquisition of MedReleaf Australia, including the associated benefits to the Company’s business;
•the availability of funds under the Company’s 2025 Shelf Prospectus, and
•the creation of sustainable, long-term shareholder value.

Forward looking information or statements contained in this document have been developed based on assumptions management considers to be reasonable. Material factors or assumptions involved in developing forward-looking statements include, without limitation, publicly available information from governmental sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which the Company believes to be reasonable.

Such forward-looking statements are estimates reflecting the Company’s best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that other factors will not affect the accuracy of such forward-looking statements. These risks include, but are not limited to, the timing, magnitude and duration of potential new or increased tariffs imposed on goods imported from Canada into the United States, the ability to retain key personnel, the ability to continue investing in infrastructure to support growth, the ability to obtain financing on acceptable terms, the continued quality of our products, customer experience and retention, the development of third party government and non-government consumer sales channels, management’s estimates of consumer demand in Canada and in jurisdictions where the Company exports, expectations of future results and expenses, the availability of additional capital to complete construction projects and facilities improvements, the risk of successful integration of acquired business and operations, management’s estimation that SG&A will grow only in proportion of revenue growth, the ability to expand and maintain distribution capabilities, the impact of competition, the general impact of financial market conditions, the yield from cannabis growing operations, product demand, changes in prices of required commodities, competition, and the possibility for changes in laws, rules, and regulations in the industry, epidemics, pandemics or other public health crises, and other risks as set out under “Risk Factors” contained herein. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking statements.

Although the Company believes that the expectations conveyed by the forward-looking statements are reasonable based on the information available to the Company on the date hereof, no assurance can be given as to future results, approvals or achievements. Forward-looking statements contained in this MD&A and in the documents incorporated by reference herein are expressly qualified by this cautionary statement.

Cautionary Statement Regarding Certain Non-GAAP Performance Measures

This MD&A contains certain financial performance measures that are not recognized or defined under IFRS (“Non-GAAP Measures”). As a result, this data may not be comparable to data presented by other licensed producers of cannabis and cannabis companies. For an explanation of these measures to related comparable financial information presented in the consolidated Financial Statements prepared in accordance with IFRS, refer to the discussion below. The Company believes that these Non-GAAP Measures are useful indicators of operating performance and are specifically used by management to assess the financial and operational performance of the Company. The following are Non-GAAP measures contained in this MD&A:

•Cannabis net revenue represents revenue from the sale of cannabis products, excluding excise taxes. Cannabis net revenue is further broken down as follows:
◦Medical cannabis net revenue represents Canadian and international cannabis net revenue for medical cannabis sales only.
◦Consumer cannabis net revenue represents cannabis net revenue for consumer cannabis sales only.
◦Wholesale bulk cannabis net revenue represents cannabis net revenue for wholesale bulk cannabis only.
Management believes the cannabis net revenue measures provide more specific information about the net revenue purely generated from our core cannabis business and by market type.
•Gross profit before fair value adjustments (“FV adjustments”) is calculated by subtracting cost of sales, before the effects of changes in FV of biological assets and inventory from net revenue. Gross margin before FV adjustments is calculated by dividing gross profit before FV adjustments by net revenue. Management believes that these measures provide useful information to assess the profitability of our operations as it excludes the effects of non-cash FV adjustments on inventory and biological assets, which are required by IFRS.
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•Adjusted gross profit before FV adjustments represents cash gross profit on net revenue and is calculated by subtracting from total net revenue (i) cost of sales, before the effects of changes in FV of biological assets and inventory; and removing (ii) depreciation in cost of sales; (iii) cannabis inventory impairment; and (iv) business transformation, non-recurring, and out-of-period adjustments. Adjusted gross margin before FV adjustments is calculated by dividing adjusted gross profit before FV adjustments by net revenue. Adjusted gross profit and gross margin before FV adjustments on cannabis net revenue is further broken down as follows:
◦Adjusted gross profit and gross margin before FV adjustments on medical cannabis net revenue represents gross profit and gross margin before FV adjustments on sales generated in the medical market only.
◦Adjusted gross profit and gross margin before FV adjustments on consumer cannabis net revenue represents gross profit and gross margin before FV adjustments on sales generated in the consumer market only.
◦Adjusted gross profit and gross margin before FV adjustments on wholesale bulk cannabis net revenue represents gross profit and gross margin before FV adjustments on sales generated from wholesale bulk cannabis only.
Management believes that these measures provide useful information to assess the profitability of our operations as it represents the cash gross profit and margin generated from operations and excludes (i) out-of-period adjustments to provide information that reflects current period results; and (ii) excludes the effects of non-cash FV adjustments on inventory and biological assets, which are required by IFRS.
•Adjusted EBITDA is calculated as net income (loss) from continuing operations excluding income tax expense (recovery), other income (expenses), share-based compensation, depreciation and amortization, acquisition costs, changes in fair value of inventory sold, inventory impairment adjustments, changes in fair value of biological assets, costs related to our business transformation, out-of-period adjustments, non-recurring items and costs related to business operations focused on developing international markets prior to commercialization. Adjusted EBITDA is intended to provide a proxy for the Company’s operating cash flow and is widely used by industry analysts to compare Aurora to its competitors, and derive expectations of future financial performance for Aurora, and excludes out-of-period adjustments that are not reflective of current operating results.
•Management believes that working capital is an important liquidity measure and is defined as current assets less current liabilities as stated on the Company’s Consolidated Statements of Financial Position.
•Management believes that free cash flow presents meaningful information regarding the amount of cash flow required to maintain and organically grow the Company’s business and is an important liquidity measure.
•Adjusted SG&A is defined as SG&A, less business transformation, non-recurring, market development and out-of-period costs. Management believes this measure provides useful information to assess the recurring costs of our operations.

Non-GAAP Measures should be considered together with other data prepared in accordance with IFRS to enable investors to evaluate the Company’s operating results, underlying performance and prospects in a manner similar to Aurora’s management. Accordingly, these Non-GAAP Measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
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EX-99.7 8 a997-annualinformationfo.htm EX-99.7 a997-annualinformationfo
Cannabis Pioneers. Industry Leaders ANNUAL INFORMATION FORM For the financial year ended March 31, 2025 June [11], 2025 {00269672:2} Annual Information Form For the year ended March 31, 2025 June 17, 2025


 
1 | P a g e WHAT’S INSIDE: FORWARD-LOOKING STATEMENTS .............................................................................. 2 CORPORATE STRUCTURE ............................................................................................. 4 GENERAL DEVELOPMENT OF THE BUSINESS ............................................................ 4 DESCRIPTION OF THE BUSINESS ................................................................................. 9 RISK FACTORS .............................................................................................................. 18 DESCRIPTION OF CAPITAL STRUCTURE ................................................................... 32 MARKET FOR SECURITIES ........................................................................................... 33 ESCROWED SECURITIES .............................................................................................. 35 DIRECTORS AND OFFICERS ........................................................................................ 35 LEGAL PROCEEDINGS AND REGULATORY ACTIONS .............................................. 37 INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ....... 38 TRANSFER AGENT AND REGISTRARS ....................................................................... 38 MATERIAL CONTRACTS ............................................................................................... 38 INTEREST OF EXPERTS ................................................................................................ 38 AUDIT COMMITTEE ........................................................................................................ 38 ADDITIONAL INFORMATION ......................................................................................... 40 SCHEDULE “A”: AUDIT COMMITTEE CHARTER ........................................................ 41


 
2 | P a g e ANNUAL INFORMATION FORM In this Annual Information Form, unless otherwise noted or the context indicates otherwise, the “Company”, “Aurora”, “we”, “us” and “our” refer to Aurora Cannabis Inc. and its subsidiaries. All financial information in this Annual Information Form is prepared in Canadian dollars, unless otherwise indicated, and using International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. The information contained herein is dated as of June 17, 2025, unless otherwise stated. FORWARD-LOOKING STATEMENTS This Annual Information Form contains certain statements which may constitute “forward-looking information” and “forward- looking statements” within the meaning of Canadian securities law requirements (collectively, “forward-looking statements”). These forward-looking statements are made as of the date of this Annual Information Form and the Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as required under applicable securities legislation. Forward-looking statements relate to future events or future performance and reflect Company management’s expectations or beliefs regarding future events. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative of these terms or comparable terminology. By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The Company provides no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Forward-looking statements in this Annual Information Form include, but are not limited to, statements with respect to:  pro forma measures including revenue, cash flow, adjusted gross margin before fair value adjustments, expected selling, general and administrative (“SG&A”) run-rates, and grams produced;  the strategy of the Company and other matters discussed under the heading “Our Strategy”;  the anticipated disposition of legal claims disclosed under the heading “Legal Proceedings and Regulatory Actions”;  the Company’s ability to deliver positive adjusted EBITDA and positive free cash flow;  the Company’s ability to continue to fund operations;  the Bevo business and associated benefits to the Company, including, but not limited to, those in respect of revenues and the creation of long-term value;  future strategic opportunities;  future growth opportunities including the expansion into additional international markets;  expectations related to the increased legalization of medical and consumer markets, including the United States, and the Company’s ability to participate in new markets when they open;  competitive advantages and strengths in Canadian and international medical cannabis, medical and regulatory expertise in a federal framework and scientific expertise, including genetics and breeding;  the Company’s breeding program, product portfolio and innovation, and the expected impact on revenue and long-term success;  the acquisition of MedReleaf Australia, including the associated benefits to the Company’s business;  the availability of funds under the Company’s 2025 Shelf Prospectus; and  the creation of sustainable, long-term shareholder value. Forward-looking information or statements contained in this Annual Information Form have been developed based on assumptions management considers to be reasonable. Material factors or assumptions involved in developing forward-looking statements include, without limitation, publicly available information from governmental sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which the Company believes to be reasonable. Such forward-looking statements are estimates reflecting the Company’s best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that other factors will not affect the accuracy of such forward-looking statements. These risks include, but are not limited to, the magnitude and duration of potential new or increased tariffs imposed on goods imported from Canada into the United States, the ability to retain key personnel, the ability to continue investing in infrastructure to support growth, the ability to obtain financing on acceptable terms, the continued quality of our products, customer experience and retention, the development of third party government and non-government consumer sales channels, management’s estimates of consumer demand in Canada and in jurisdictions where the Company exports, expectations of future results and expenses, the availability of additional capital to complete construction projects and facilities improvements, the risk of successful integration of acquired business and operations, management’s estimation that SG&A will grow only in proportion of revenue growth, the ability to expand and maintain distribution capabilities, the impact of competition, the general impact of financial market conditions, the yield from cannabis growing operations, product demand, changes in prices of required commodities, competition, and the possibility for changes in laws, rules, and regulations in the industry, epidemics, pandemics or other public health crise ,and other risks as set out under “Risk Factors” contained herein.


 
3 | P a g e Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking statements. Although the Company believes that the expectations conveyed by the forward-looking statements are reasonable based on the information available to the Company on the date hereof, no assurance can be given as to future results, approvals or achievements. Forward-looking statements contained in this Annual Information Form and in the documents incorporated by reference herein are expressly qualified by this cautionary statement. KEY TERMS ACE Aurora Cannabis Enterprises Inc., a wholly owned subsidiary of the Company and license-holder AIF or Annual Information Form this annual information form of the Company dated June 17, 2025 for the financial year ended March 31, 2025 Aurora or the Company Aurora Cannabis Inc. Aurora Coast Aurora’s research facility dedicated to cannabis breeding located in Comox, British Columbia Aurora Germany Aurora Deutschland GmbH, a wholly owned subsidiary of the Company Aurora River Aurora’s production facility located in Bradford, Ontario BCBCA Business Corporations Act (British Columbia) Bevo Bevo Agtech Inc., of which the Company owns a controlling (50.1%) interest Board Board of Directors of the Company Cannabis Act Cannabis Act (S.C. 2018, c. 16), which sets out the legal framework for controlling the production, distribution, sale and possession of cannabis across Canada Cannabis Regulations the regulations enacted under the Cannabis Act that set out the rules and standards that apply to the production, distribution, sale, importation and exportation of cannabis by federal licence holders CannaHealth CannaHealth Therapeutics Inc., a company with assets in the Canadian medical aggregator space which the Company acquired on September 30, 2022 CanniMed CanniMed Therapeutics Inc., a former wholly owned subsidiary of the Company which amalgamated to form ACE on July 1, 2020 CBD cannabidiol, an active ingredient and one of the primary cannabinoids derived from cannabis plants Common Shares common shares in the capital of the Company EBITDA earnings before interest, taxes, depreciation, and amortization EU European Union Health Canada the Canadian Ministry of Health for Canada having regulatory oversight over and administration of the Cannabis Act GMP Good Manufacturing Practices Industrial Hemp Regulations the regulations enacted under the Cannabis Act that set out the rules and standards that apply to the commercial production of industrial hemp Licensed Producer an entity that holds all valid licenses in the jurisdiction it operates to cultivate cannabis MedReleaf MedReleaf Corp., a former wholly owned subsidiary of the Company which amalgamated to form ACE on July 1, 2020 MedReleaf Australia Indica Industries Pty Ltd. (dba MedReleaf Australia), a wholly owned subsidiary of the Company, which was fully acquired on February 7, 2024 Nasdaq Nasdaq Capital Market NI 51-102 National Instrument 51-102 - Continuous Disclosure Obligations adopted by the Canadian Securities Administrators NI 52-110 National Instrument 52-110 - Audit Committees adopted by the Canadian Securities Administrators SEC U.S. Securities and Exchange Commission TGA Australia's Therapeutic Goods Administration THC tetrahydrocannabinol, the principal psychoactive constituent of cannabis Thrive Thrive Cannabis Inc., a wholly owned subsidiary of the Company TSX Toronto Stock Exchange U.S. or USA United States of America U.S. Exchange Act Securities Exchange Act of 1934 WMMC Whistler Medical Marijuana Inc., a wholly owned subsidiary of the Company


 
4 | P a g e Name, Address and Incorporation Intercorporate Relationships GENERAL DEVELOPMENT OF THE BUSINESS Developments during the nine-month financial period ended March 31, 2023 The Company was incorporated under the BCBCA on December 21, 2006 under the name “Milk Capital Corp”. Effective October 2, 2014, the Company changed its name to “Aurora Cannabis Inc.”. The Company’s head office is located at 2207-90b Street SW, Edmonton, Alberta, T6X 1V8, and its registered office is located at Suite 1700, 666 Burrard Street, Vancouver, British Columbia, V6C 2X8. The Common Shares are listed on the TSX and Nasdaq under the trading symbol “ACB” and on the Frankfurt Stock Exchange under the symbol “21P”. Aurora is a reporting issuer in all of the provinces of Canada and is reporting in the U.S. under the Securities Act of 1933. As of the date of this AIF, the Company operates its businesses through the following material wholly owned subsidiaries:  Aurora Cannabis Enterprises Inc., a holder of licenses under the Cannabis Act, which was formed under the Business Corporations Act (Alberta) on July 1, 2020 through the amalgamation of MedReleaf, CanniMed, CanniMed Ltd., Prairie Plant Systems Ltd. and the former Aurora Cannabis Enterprises Inc.,  Aurora Germany, a limited liability company under German law, which is a registered wholesale importer, exporter and distributor of medical cannabis in Germany and which we acquired on May 30, 2017.  CannaHealth, a company with assets in the Canadian medical aggregator space and incorporated under the Business Corporations Act (Ontario), which we acquired on September 20, 2022.  Thrive, a holder of licenses under the Cannabis Act, which was incorporated under the Business Corporations Act (Ontario). We acquired Thrive on May 5, 2022.  WMMC, a holder of licenses under the Cannabis Act, which was incorporated under the BCBCA and holds the Aurora Alpine Facility. We acquired WMMC on March 1, 2019.  MedReleaf Australia, a licensed medical cannabis company operating in Australia, which was fully acquired on February 7, 2024. During fiscal 2023, the Company was laser-focused on completing its business transformation plan announced in February 2020, and its goal of achieving positive Adjusted EBITDA through continued cost structure rationalization, profitable growth opportunities and disciplined capital deployment. Key highlights for fiscal 2023 are disclosed below. Business Transformation – Financial Discipline  On January 4, 2023, the Company closed the sale of its Aurora Polaris facility for gross proceeds of approximately $15 million, which was previously announced to be closing under the Company’s business transformation plan.  On February 9, 2023, the Company announced its financial and operational results for the fiscal second quarter ended December 31, 2022, including delivery on its commitment to achieve positive Adjusted EBITDA in Q2 fiscal 2023, following a tremendous effort to realize approximately $340 million of total annualized savings since February 2020. As of the date of this AIF, the Company has now reported its 10th consecutive quarter of positive Adjusted EBITDA.  During fiscal 2023, the Company repurchased an aggregate of US$99 million in principal amount of its convertible debt at an average discount of 96.59% to par value, for a total discounted cost to repurchase of US$95.7 million in order to further reduce the Company’s debt and annual cash interest costs. The convertible debt was fully repaid during fiscal 2024, as disclosed below. Accretive Acquisitions  On August 25, 2022, the Company announced it had acquired a 50.1% controlling interest in Bevo, one of the largest suppliers of propagated vegetables and ornamental plants in North America. Concurrent with closing, Bevo entered into an agreement to acquire the Company’s Aurora Sky facility. The total cash consideration paid to Bevo on closing was approximately $45 million. Up to an additional $12 million was payable to the Bevo selling shareholders over the three years following closing, conditional on Bevo successfully achieving certain financial milestones, which additional amounts may be satisfied, at Aurora’s option, through the issuance of Common Shares, subject to approval of the TSX. This earn- out was satisfied during fiscal 2025, for a total of $9,750,000 through the issuance of 1,190,432 Common Shares at a price of $8.1903 per Common Share. Up to $25 million could be payable over time by Bevo to Aurora in connection with the Aurora Sky vend-in, based on Bevo successfully achieving certain financial milestones at the Aurora Sky facility. This transaction aligned with the Company’s plan to achieve Adjusted EBITDA profitability on a run-rate basis in the first half of fiscal 2023, allowed the Company to immediately benefit from a profitable, cash flow positive and growing business, and CORPORATE STRUCTURE


 
5 | P a g e may have the potential to drive long term value to the Company’s existing cannabis business via the application of Bevo’s industry leading plant propagation expertise.  On September 20, 2022, the Company acquired all of the issued and outstanding shares of CannaHealth, a company with assets in the Canadian medical aggregator space, for $21.9 million payable in cash. Pursuant to Part 8 of NI 51-102, this acquisition did not constitute a significant acquisition and a Business Acquisition Report in Form 51-102F4 was not required to be filed. Product Innovation  On February 22, 2023, the Company and MedReleaf Australia announced the launch of CraftPlant, a new medical cannabis brand for patients in the Australian market. The CraftPlant brand includes three products available for doctors to prescribe – Greendae, Navana and HiVolt. All three are developed from ultra-premium cultivars and are THC-dominant with high percentages of terpenes. The cultivars were developed by Aurora’s leading science and genetics business. This range is produced under strict EU GMP certified conditions. At the time of this announcement, the Company held a 10% ownership stake in MedReleaf Australia. Subsequently, the Company fully acquired MedReleaf Australia on February 7, 2024. Please see “Developments during the financial year ended March 31, 2024” for more details. Nasdaq Listing  On March 24, 2023, the Company issued a news release announcing the receipt of a notification letter from Nasdaq dated the same day advising that the Company was not in compliance with Nasdaq Listing Rule 5450(a)(1) as the bid price of the Company’s listed securities had closed at less than US$1.00 per share over the 30 consecutive business days (the “Minimum Bid Price Requirement”) from February 8, 2023 to March 23, 2023. The Company subsequently completed the Share Consolidation (defined below) which allowed the Company to regain compliance with the Minimum Bid Price Requirement. Please refer to the section “Developments during the financial year ended March 31, 2024” for more details. Developments during the financial year ended March 31, 2024 During fiscal 2024, the Company was focused on its goal of achieving positive free cash flow before the end of calendar 2024 through continued smart, targeted and profitable growth. Key highlights for fiscal 2024 are disclosed below. Financial Discipline  On April 24, 2023, the Company announced it had repurchased an aggregate of approximately $22.3 million principal amount of its convertible debt in multiple transactions since the start of April 2023 at a total cash cost, including accrued interest, of $16.7 million and $5.3 million, including accrued interest, satisfied by the issuance of an aggregate ~0.635 million Common Shares. Following completion of these repurchases, the Company had approximately $79 million of its convertible debt outstanding.  On April 27, 2023, the Company filed a short form base shelf prospectus (the “2023 Shelf Prospectus”) with the Canadian Regulators and a corresponding shelf registration statement on Form F‐10 with the SEC (the “2023 Registration Statement”). The 2023 Shelf Prospectus, together with the 2023 Registration Statement, replaced the 2021 Shelf Prospectus and qualified the issuance of US$650 million of Common Shares, warrants, options, subscription receipts, debt securities and/or units during the 25-month period that the 2023 Shelf Prospectus remained effective. Of the US$650 million of securities registered under the 2023 Shelf Prospectus, approximately US$396.4 million was available for potential new issuances thereunder at the time of filing.  On July 24, 2023 the Company announced that a wholly owned subsidiary of the Company had closed the sale of its Medicine Hat, Alberta facility (the "Aurora Sun Facility") on July 21, 2023 to Bevo. The sale of the Aurora Sun Facility was completed via Bevo’s acquisition of one of Aurora's wholly owned subsidiaries. Up to $15 million could be payable over time by Bevo to Aurora in connection with this transaction, based on Bevo successfully achieving certain financial milestones at that facility. Strategically, this transaction accelerated Bevo's plans to increase revenue and earnings, builds on Bevo management's strong track record of profitable growth and combined 85 years of agricultural experience to expand their vegetable and floral propagation production footprint, allowing the company to further extend its established distribution reach, and reduced annual carrying costs associated with maintaining the Aurora Sun Facility as an idle asset by ~$2 million.  On October 3, 2023, the Company closed a bought deal offering of 5,318,750 Common Shares at a price of $7.30 per Common Share for aggregate gross proceeds of approximately $38,826,875 (the "2023 Offering"). The gross proceeds included the full exercise of an over-allotment option by Canaccord Genuity to purchase 693,750 additional Common Shares of the Company on the same terms as the 2023 Offering. A prospectus supplement to the Company's 2023 Shelf Prospectus was filed with the securities commissions or securities regulatory authorities in each of the provinces of Canada, except Quebec. The primary use of proceeds from the 2023 Offering was for repayment of the of convertible notes at or prior to maturity. Following closing, the Company repurchased approximately $23.1 million aggregate principal amount of convertible notes, for aggregate consideration, including accrued interest, of approximately $23.2 million. The remaining convertible debenture balance following this repayment was approximately $7.3 million.  On February 29, 2024, the Company announced that it had repaid the final balance of $7.2 million in convertible notes at a total cash cost of $7.4 million, including accrued interest. This final repayment represented a significant milestone for


 
6 | P a g e Aurora, having fully paid off nearly $465 million in convertible debt since 2021. Following completion of this repayment, Aurora’s cannabis business became and continues to be debt-free. Nasdaq Listing  On September 19, 2023, the Company announced that it has received approval to transfer the listing of its Common Shares from the Nasdaq Global Select Market to the Nasdaq Capital Market. This became effective at the opening of business on September 19, 2023, and was completed to allow the Company to seek an additional 180 days to regain compliance with the Minimum Bid Price Requirement.  On February 20, 2024, the Company completed a share consolidation on a 10 to 1 basis (the “Share Consolidation”). The Common Shares began trading on a post-consolidation basis on Nasdaq and the TSX under the symbol "ACB" at the opening of trading that day. The Share Consolidation was completed to restore compliance with the Minimum Bid Price Requirement and to ensure the Company continues to have access to a wide range of institutional investors. On March 5, 2024, Nasdaq notified the Company that it had regained compliance and that the matter was closed. Global Developments  On April 28, 2023, the Company announced the expansion of its portfolio in Germany with the launch of two new cannabis flower products for patients. Pedanios 27/1 FRG CA and Pedanios 29/1 SRD CA are dried cannabis flower with high THC content. Providing patients with a broad spectrum of cannabis products and formats is important to individualized and patient-specific care.  On June 13, 2023, as a result of regulatory uncertainty and other commercial factors, the Company made a decision to exit its agreement with Growery B.V. one of the license holders entitled to participate in the Netherlands’ Controlled Cannabis Supply Chain Experiment, in order to focus on other international growth priorities. The Company does not currently have any material commercial interests in the Netherlands.  On February 7, 2024, Aurora, through its wholly owned subsidiary, purchased the remaining approximately 90% equity interest of MedReleaf Australia at a total enterprise value of AUD$50 million, subject to customary adjustments. As consideration, Aurora (i) issued the selling shareholders an aggregate of approximately 6.95 million Common Shares; and (ii) paid the selling shareholders AUD$9.45 million in cash, subject to customary adjustments post-closing. Approximately 10% of the total consideration is held in escrow to ensure certain obligations of the selling shareholders. The acquisition of MedReleaf Australia represents a strategic milestone in Aurora's global cannabis leadership, demonstrating our commitment to investing in markets that offer opportunities for sustainable and profitable growth.  On March 4, 2024, the Company announced the availability of medical cannabis pastilles for doctors to prescribe to patients in Australia. The novel product is produced by Aurora and distributed by MedReleaf Australia. MedReleaf Australia is committed to providing Australian patients with a consistent and reliable supply of superior quality products, including dried flower, resin cartridges and oils, and now pastilles. The new pastille products are available under the Aurora brand, exclusive to MedReleaf Australia.  On March 20, 2024, the Company announced it had received GMP certification from Australia's Therapeutic Goods Administration (TGA) for its Canadian production facilities, Aurora River and Aurora Ridge. The TGA is responsible for regulating the supply, import, export, manufacturing and advertising of therapeutic goods in Australia. Obtaining this certification enables the Company to deliver top-tier cannabis products to Australia while confirming Aurora's dedication to exporting products fully compliant with TGA regulations and the stipulations of TGO 93 (Standard for Medical Cannabis). The license grants approval for Aurora to broaden its product range offerings in the country, comprising dried flower, resin cartridges, pastilles and oils. This landmark certification, granted on March 15, 2024, strengthens Aurora's dedication to supporting the continued growth and development of the Australian medical cannabis market, which is rapidly expanding. Science and Innovation  On August 1, 2023, the Company announced it had launched its first high-potency infused pre-roll for medical cannabis patients, with more than 50% total THC. Sourdough Shortcuts, launched under the San Rafael '71 brand, are infused with pure live resin THCA diamonds, delivering 50-56% THC, and contain a proprietary blend of live resin and whole milled flower from one of Aurora's most popular original cultivars, Sourdough.  On September 7, 2023, the Company announced the launch of Honour, a new cannabis cultivar designed for veterans, by veterans and the second offering from Aurora's Strains for Heroes portfolio. Five per cent of net profits from the sale of Strain for Heroes products are used to support veteran organizations across Canada. Honour, available under the MedReleaf brand, was selected with direct input from Canadian veterans. Aurora proudly welcomed Canadian veterans to the Company's unique research and development facility in Comox, BC, for a firsthand, interactive experience with the cultivation program underway at the site. Honour and Valour strains were chosen from meaningful feedback from the veteran community and aim to provide veterans with the distinct cannabis experience they seek.  On October 24, 2023, the Company announced that it and Willow Bioscience, Inc. (“Willow”) had successfully completed a confidential settlement resolving the ongoing patent litigation between the two parties in Canada. Aurora commenced a patent infringement action in July 2021, alleging that Willow's biosynthetic process for synthesizing cannabinoids infringed Aurora's exclusive rights to patents co-owned by the University of Saskatchewan and the National Research Council of


 
7 | P a g e Canada (NRC). The technology of the asserted patents was invented by former Chief Science Officer at Aurora, Jonathan Page and his colleagues, following their work at the University of Saskatchewan and the NRC, identifying key enzymes and corresponding genes in the biosynthetic pathways of cannabis plants. In December 2022, Willow announced that it had consolidated its R&D operations, transferring equipment and key personnel from its Canadian facilities to Mountain View, California. Aurora continues to advance the Company's leadership in genomic research and novel innovation that will differentiate the Company's position as a global leader. Board and Executive Leadership Changes  Effective as of the Company’s annual general meeting held on August 14, 2023, the size of the Board was reduced from nine (9) to (7) directors, with Lance Friedmann and Shan Atkins not standing for re-election at the meeting. Following Ms. Atkins’ departure, Chitwant Kohli was appointed as the Chair of the Audit Committee.  On February 20, 2024, the Company announced the appointment of Simona King, a former executive of Bristol Myers Squibb, a leading multinational pharmaceutical company, as Chief Financial Officer of the Company. Ms. King brings over 25 years of progressive finance leadership experience, with deep business knowledge and proven success with global and emerging organizations. She served nearly 20 years with Bristol Myers-Squibb, where she held increasingly senior finance roles and enabled the company's growth strategy. Glen Ibbott, former CFO, stepped down from his full-time role effective the same day to pursue new opportunities. Developments during the financial year ended March 31, 2025 During fiscal 2025, the Company was focused on sustained profitability and continued growth in its key international medical markets. Key developments for fiscal 2025 are highlighted below. Corporate Updates and Achievements  Effective as of April 17, 2024, KPMG LLP, on its own initiative, notified the Company that it will not stand for reappointment as the auditor of the Company for the fiscal year ending March 31, 2025. The resignation was considered and accepted by the Company's Audit Committee. The Audit Committee subsequently appointed Ernst & Young LLP as auditor of the Company effective June 25, 2024, which appointment was approved by shareholders at the Company’s Annual General and Special Meeting held on August 9, 2024. The Company filed a Notice of Change of Auditor as required pursuant to Section 4.11 of NI 51-102.  On May 15, 2024, the Company announced the appointment of Rajesh Uttamchandani to the Board. Mr. Uttamchandani joined the Board with notable expertise in strategy development, innovation, human capital and governance. His impressive career is characterized by executive level roles with leading businesses in emerging technology, FinTech, human capital consulting and global education. Mr. Uttamchandani holds several degrees and professional designations, including a Master of Industrial Relations and Human Resources from University of Toronto; a Juris Doctor from Osgoode Hall Law School; and an L.L.M in Employment and Labour, also from Osgoode Hall Law School. He is a holder of the Institute of Corporate Directors Director designation (ICD.D) and is a lawyer called to the Bar of Ontario.  On September 20, 2024, the Company announced the appointments of CEO Miguel Martin to the additional role of Executive Chairman and outgoing Chairman Ron Funk as Lead Independent Director. The Company also announced that Michael Singer, who previously acted as Executive Chairman and Interim CEO, was again considered independent within the meaning of National Instrument 52-110 – Audit Committees, as over three years had elapsed since he resigned from the Executive Chairman position in May 2021. As a result, Mr. Singer was appointed to the Audit Committee and the Human Resource and Compensation Committee ("HRCC"), bringing invaluable expertise to both committees. Both Mr. Singer and Audit Committee chair, Chitwant Kohli, are considered "audit committee financial experts" under the rules of the SEC. Further, Rajesh Uttamchandani was appointed to the HRCC and the Nominating & Corporate Governance Committee.  On February 5, 2025, the Company announced its fiscal 2025 third quarter results, which included the achievement of its target of positive free cash flow ($27.4 million of free cash flow) and Adjusted EBITDA of $21.1 million. With the results, the Company also announced the filing of a preliminary base shelf prospectus which, together with a corresponding registration statement to be filed with the United States Securities and Exchange Commission, when made final or effective, would replace the Company’s 2023 Shelf Prospectus that was due to expire on May 27, 2025. The final short form base shelf prospectus (the “2025 Shelf Prospectus”) was filed on February 14, 2025, qualifying the issuance of U.S. $250 million of Common Shares, warrants, options, subscription receipts, debt securities and/or units of the Company during the 25-month period that it remains effective. Global Expansion  On April 30, 2024, the Company, in conjunction with MedReleaf Australia, announced the expansion of its portfolio with the introduction of a new range of premium dried cannabis flower products for the Australian market. The new dried flowers, including Black Jelly, Chemango Kush, and Moon Berry, are proprietary cultivars cultivated exclusively by Aurora. Vespera, a previously existing proprietary cultivar, was also relaunched under the Aurora brand. Further, on June 5, 2024, the Company and MedReleaf Australia further expanded the portfolio with the launch of Aurora’s premium 1.2g resin cartridges in Australia. These products marked a significant step forward for MedReleaf Australia as they continue to expand their offerings under the Aurora brand.


 
8 | P a g e  On May 8, 2024, the Company announced the arrival of Aurora branded medical cannabis products to the New Zealand market. This new line of premium dried flowers represented a significant milestone in medical cannabis accessibility in New Zealand, an emerging market poised for growth.  On July 25, 2024, the Company announced it had been granted two licenses by the Federal Institute for Drugs and Medical Devices (BfArM) under Germany's new Medical Cannabis Act (MedCanG). Aurora's license granted the Company continued domestic cultivation, which had already been underway for two years. Under the new license, Aurora may also cultivate an approved additional product and plans to expand their offerings to the rapidly growing German patient base. Strategic Collaborations and Agreements  On August 1, 2024, the Company and Aspeya, Inc. (formerly Vectura Fertin Pharma, Inc.) (“Aspeya”), an innovator in wellness and healthcare, announced that Aurora had entered into a commercial collaboration with Cogent International Manufacturing Ltd. ("Cogent"), a wholly owned subsidiary of Aspeya. Through this arrangement, Cogent initially launched its newly developed Luo CBD lozenge on Aurora's Canadian medical cannabis patient platform on September 9, 2024, giving access to patient feedback which will be used to validate the product proposition and patient responses to the product while building real-world patient data for future analysis. Following the successful launch of the CBD lozenge, the two companies may explore opportunities regarding the potential commercialization of other Aspeya medical cannabis products in Canada.  On February 6, 2025, the Company announced a strategic supply agreement with SNDL Inc. ("SNDL"), a Canadian licensed producer and vertically integrated cannabis enterprise. Under this agreement, SNDL is expected to supply Aurora with premium cannabis flower product grown at SNDL's indoor facility in Atholville, New Brunswick. The term of the agreement is for three years with an option to extend and an estimated value of $27 million. Research and Development  On September 17, 2024, the Company announced its advancement in auto-flowering research, unveiling key insights for future cultivation excellence. Auto-flowering is a genetic characteristic that automatically transitions the plant from the vegetative stage to the flowering stage rather than relying on changes in light cycles. This innovative work provides foundational insight on flowering mechanisms in cannabis, which will support future breeding strategies, and can be leveraged to revolutionize outdoor cannabis cultivation in high-latitude regions, such as Canada. Aurora's commitment to research and innovation has generated tangible results for the Company, significantly improving potency and yield, thereby driving down cost per gram and increasing overall efficiency. Aurora has significantly invested in cannabis breeding since 2018, and the novel cultivars identified from this world class breeding program consistently yield 40-100% more flower than legacy varieties.  On March 20, 2025, the Company announced its discovery of a novel source of genetic resistance against powdery mildew, “PM2”, that provides strong protection against this pathogen in cannabis sativa. The development of this proprietary genetic marker technology, which is now in use in Aurora’s breeding program, is set to produce powdery mildew resistant cultivars that will be explored for commercial launch this year. This discovery offers a critical solution to a pressing challenge in the cannabis industry worldwide, and will further the Company’s mission to enhance the biosecurity of production facilities, reduce production costs, and improve product quality. As a global medical cannabis company enabled by science, Aurora's dedication to scientific research and innovation has led to remarkable advancements, notably boosting potency and yield. These improvements have overall reduced costs and increased efficiency. This cutting edge genetic research and development differentiates Aurora from others in the industry, as it aims to surpass traditional breeding limitations, leading to advanced cultivation methods and new market opportunities worldwide. More information on the scientific discovery of PM2, can be found in the peer reviewed article, here: https://www.frontiersin.org/journals/plant-science/articles/10.3389/fpls.2025.1543229/full. This discovery has also been protected via international patent filings. Developments subsequent to the financial year ended March 31, 2025  On April 15, 2025, the Company announced the availability of medical cannabis concentrates to patients in the United Kingdom. This launch marks a meaningful step in offering Aurora’s proprietary cultivar-specific inhalable cannabis extracts in the UK market, and reinforces Aurora's commitment to expanding patient access to an even greater variety of high- quality, premium medical cannabis globally.  On April 30, 2025, the Company announced the completion of a multi-year investment of $3 million in improvements to its manufacturing facility in Pemberton, British Columbia. These upgrades are a combination of Aurora's proprietary high- performing genetics and state-of-the-art engineering design which have resulted in optimal cultivation conditions, expanded output, and superior product quality. The site has been renamed to Aurora Alpine – a testament to the site reaching its highest potential and to reflect the facility overlooking Mount Currie in the Pemberton Valley. The former Whistler Medical Marijuana site was licensed in 2019 and was built on a legacy of producing award-winning cannabis. The GACP certified facility enables Aurora to expand its global reach by exporting premium medical cannabis produced from the Aurora Alpine site internationally.


 
9 | P a g e DESCRIPTION OF THE BUSINESS General Our Strategy  On June 5, 2025, the Company announced the expansion of its popular IndiMed brand with the launch of IndiMed TEMPO 22, available through the company's subsidiary, MedReleaf Australia. This expansion in Australia reinforces the Company’s continued commitment to meet increasingly diversified patient needs with accessible, high-quality medical cannabis options. The Company’s principal strategic business lines are focused on the production, distribution and sale of cannabis and cannabis-derivative products in Canada and internationally, and the propagation of vegetables and floral plants. The Company’s primary market opportunities are:  Global medical cannabis market: Production, distribution and sale of pharmaceutical-grade cannabis products in countries around the world permitted by government legislation. Currently, there are approximately 50 countries that have implemented regimes for some form of access to cannabis for medical purposes. The Company’s current principal medical markets are in Canada, Germany, UK, Poland and Australia. Aurora has established a leading market position in most of these countries; and  Global consumer use cannabis market: Currently, only Canada and Uruguay have implemented federally regulated consumer use of cannabis regimes. Of these two, the Company is currently only active in Canadian consumer market. Longer-term, the Company believes that the increasing success of medical cannabis regimes globally may lead to increased legalization of consumer markets. Aurora’s strategy is to leverage our diversified and scaled platform, our leadership in global cannabis and medical cannabis markets, and our cultivation, science and genetics expertise and capabilities to drive profitability and cash flow in our core Canadian and international operations in order to build sustainable, long-term shareholder value. We believe our key strength to delivering on our strategy is through our highly experienced leadership team and dedicated workforce.  Medical Leadership: Our established leadership in the Canadian and international medical markets positions us well for new regulated medical market openings, as well as the potential U.S. federal legalization of medical cannabis. At the core of Aurora’s near-term objective to deliver sustainable profitability and positive operating cash flow is our focus on maintaining and growing our industry leading Canadian and international medical cannabis operations. Our Canadian medical platform is characterized by leading market share, high barriers to entry through regulatory expertise, investment in technology and distribution, and an unwavering commitment to science, testing and compliance. Our Canadian medical operations allow for a direct-to-patient sales channel that does not rely on provincial wholesalers or private retailers to get product to patients. This direct-to-patient model allows Aurora to achieve sustainable gross profit margins of better than 60% with substantially better pricing power relative to the Canadian adult-use segment. Our leadership in the international medical cannabis segment provides us with what we expect to be a high growth, profitable business segment that consistently delivers strong adjusted gross profit before fair value adjustments. Our expertise in managing the complexity of multiple jurisdictions’ regulatory frameworks and relationships, as well as providing export and in-country EU GMP (European Union Good Manufacturing Practices) and other key certificated cannabis production, are capabilities that we believe will allow us to succeed as new medical and recreational markets open.  Global and U.S. expansion: We believe that the global expansion of medical and recreational cannabis markets will continue. The Company believes its strengths in navigating complex regulatory environments, compliance, testing, cultivar breeding, genetic science, and cultivating high quality cannabis are essential strengths that create a repeatable, credible and portable process to new market development. These drive our current leadership in international medical markets which should allow us to win as new medical markets emerge and potentially transition to recreational markets. For instance, Aurora is active in many key European medical cannabis markets, including Germany, Poland, UK, France, Switzerland, Czech Republic and Malta. The Company holds a leading position in the flower segment in each market it is commercially active in and is overall one of the leading medical cannabis companies in Europe. In Germany, Aurora is one of three active in-country producers of medical cannabis, carrying a production and R&D license under the German cannabis law. With this, the Company is in a strong position to serve all medical markets in Europe and for any upcoming pilot projects for recreational cannabis. With the acquisition of the remaining 90% equity interest of MedReleaf Australia, the Company now sells directly into Australia. MedReleaf Australia is a leading distributor of medical cannabis products in Australia and has expanded sales into New Zealand. We remain optimistic that the U.S. cannabis market will eventually be federally regulated, with states’ rights respected, in a framework similar to every other comparable market. The timeframe for this is unknown, but Aurora is well positioned to create significant value for our shareholders once such federal regulatory framework is established. Our strategic strengths of medical and regulatory expertise in a federal framework, and our scientific expertise, including


 
10 | P a g e with respect to genetics and breeding, position us as a partner of choice, and to be successful in lucrative components of the cannabis value chain.  Science Leadership – Genetics and Breeding: We believe that our scientific leadership and ongoing investment in cannabis breeding and genetics provides Aurora with a strong competitive advantage in premium margin consumer and medical categories. Our industry-leading genetics and breeding program, located at Aurora Coast, a state-of-the-art facility in Vancouver Island’s Comox Valley, continues to bring variety into our product pipeline and has delivered 26 new proprietary cultivars, grown at scale in our own internal network, to our product pipeline since June 2021. These new cultivars have consistently delivered high potency flower with intensely aromatic profiles – critical attributes to delight consumers and deliver the effects patients are seeking. Alongside our breeding initiatives, our cultivation efforts have set new benchmarks for consistency and quality, meeting the high demands of patients and consumers while driving increased yields, and improving profitability. These improvements have allowed us to supply a growing volume of product to more patients globally. We continue to expand our reach by introducing our latest high potency THC cultivars—such as Cosmic Cream, Pink Diesel, Chemango Kush, and Black Jelly—into additional markets worldwide at increasing potency. Furthermore, our comprehensive breeding pipeline consistently delivers new, commercially viable options, further elevating the standards of global cannabis. Our genetics are also starting to create impacts outside of Aurora’s own production network. A number of other Canadian licensed producers are growing and licensing our genetics, and we expect to see continued growth in these partnerships and commercial relationships. In February 2025, Aurora published its discovery of a novel and proprietary trait for cannabis. This discovery, referred to as PM2, confers genetic resistance to powdery mildew, a very prevalent fungal disease in cannabis that has significant impact on potency, yield, overall flower quality and requires a significant amount of labour to manage. With this discovery, which has a patent-pending, Aurora’s breeding program is now developing powdery mildew resistant cultivars, which we plan to begin testing at scale in production facilities in the Summer 2025. This potentially game- changing technology is just the latest challenge to be tackled by our globally based cannabis science research team and is anticipated to have major impacts on the future cultivation of cannabis at Aurora and with our partners.  Consumer: Leveraging our leading strength in science, cultivation and post-harvest processing, Aurora is working to build a sustainable and profitable Canadian consumer business. Advances in Aurora cultivar breeding yielding unique proprietary genetics coupled with operational advancements in cultivation, and post-harvest techniques have repositioned the Aurora flower portfolio to one that has the characteristics that consumers are looking for: high THC and terpene levels, and distinctive experiences. These advances have also driven significant improvements in per unit production costs with higher yields and consistent delivery of specification resulting in all-in per unit costs for Aurora’s new portfolio that are a 30% or better improvement from our legacy cultivars. We believe this economic advantage will put us in a better position to compete and make a profit in some of the most attractive and highest growth categories in the Canadian consumer market. We have also refocused our innovation pipeline for efficient delivery of targeted new products and line extensions. The pace of innovation required to compete in the current Canadian consumer market is significant, with most new products delivering 80% of their lifetime value in the 12 months following launch. Combined, Aurora’s ability to deliver products that deliver exceptional customer value in our targeted market segments, while at the same time achieving favorable contribution and gross margins, allows us to build towards a profitable and growing business and provides the know-how to leverage these lessons into future global consumer markets that are expected to open over the next few years.  Plant Propagation: With the acquisition of Bevo in August 2022, Aurora moved into the adjacent segment of plant propagation. Building on Bevo’s established record of profitable and positive cash flow, Aurora is accelerating the growth of the plant propagation business segment through the repurposing of Aurora Sky and Aurora Sun, which will open additional geographic regions for the existing propagation business, as well as allowing entry into the higher gross margin orchid business, one which is currently served in North America by lower-quality imports.  Financial Leadership in a Rapidly Maturing Industry: Aurora believes that profitable growth, positive cash flow, smart capital allocation and balance sheet health are critical success factors in such a dynamic and rapidly developing global industry. Our medical businesses, with country diversification, growth, and strong gross margins provide the foundation for profitability. Aurora has right-sized SG&A, centralized and optimized production facilities, and leveraged the Company’s cultivar breeding success to shift the Company’s portfolio in the Canadian consumer business to products with higher gross margins. Aurora has one of the strongest balance sheets in the Canadian cannabis industry with approximately $185.3 million of cash and cash equivalents, inclusive of restricted cash, as at March 31, 2025. In addition, the Company has access to the 2025 Shelf Prospectus which, together with the corresponding registration statement filed with the SEC, qualifies the issuance of up to U.S.$250 million of Common Shares, warrants, options, subscription receipts, debt securities or any combination thereof during the 25-month period that it remains effective. Volatility in the cannabis industry, the stock market and the Company’s share price may impact our ability to raise, and the amount of any, financing under any prospectus.


 
11 | P a g e Our Products and Brands Aurora is paving the way to a new era of high-quality, consistent and innovative cannabis products. Our trusted family brands showcase an extensive portfolio of products and delivery methods, offering unique, research-based solutions for the medical and consumer medical markets. Categories Brands Product Development Innovation is key to ensuring the relevance of the Company’s product lineups in global medical and consumer cannabis markets. In fiscal 2025, the Company launched over 120 new SKUs across all channels, with a focus on delivering high quality experiences to patients and consumers across all major categories: flower, pre-rolls, oils, concentrates, vapes and gummies. Looking ahead, the Company has a robust pipeline of new products for all categories, positioned to deliver for all channels and regions. Research and development and consumer research resources continue to be prioritized in key growth and margin accretive derivative segments of the cannabis market, and the Company has a variety of new, differentiated cannabis products at various stages of development. Focus areas for fiscal 2026 and beyond, include:  Developing and releasing a continuous rotation of proprietary new high-quality cultivars that appeal to consumers and patients, both in Canada and in key international markets. In addition to high-THC and high-yield, our internal breeding program is adding new focus on disease resistance and aroma traits.  Continuing to launch new cultivars and manufactured products in Australia.  Serving growing medical markets in the EU in new formats, including launching vape products in the UK.  Delivering value for consumers at every tier and product format we offer, including expansion into new convenient and potent formats.  Expanding and accelerating a portfolio of differentiated and innovative ingestible and edible formats.  Delivering the varieties our Canadian patients are seeking through our medical marketplace.  Advancing breeding of proprietary seed-derived high-THC cultivars, bred internally by our breeding and genetics team. The Company will continue to leverage its portfolio of brands and prioritize initiatives that are accretive to the business and deliver a positive patient and consumer experience.


 
12 | P a g e Patient Counseling and Outreach Services Distribution Methods Research and Development The following table sets out the cannabis net revenue for each category of products within the segment that accounted for 15% or more of the total consolidated revenue of the Company for the applicable financial year derived from sales to entities in which Aurora maintains an investment accounted for by the equity method and/or sales to customers. Source Financial year ended March 31, 2025 ($ thousands) Financial year ended March 31, 2024 ($ thousands) Net revenue from dried flower 208,572 150,420 Net revenue from extracts 80,33 75,102 Cannabis net revenue 288,911 225,522 Aurora provides patient counseling and outreach services through its wholly owned subsidiary CanvasRx Inc., as well as through a number of other cannabis clinics. CanvasRx helps patients learn how to safely and effectively use medical cannabis, how to select a strain from the hundreds available in Canada and how to register with their choice of Licensed Producer. CanvasRx plays an important role in supporting the medical cannabis segment domestically through the ongoing education of physicians and patients interested in learning more about the medical benefits of cannabis and the procedures under applicable regulations to obtain cannabis. CanvasRx increases Aurora’s presence in the medical cannabis sector and provides Aurora with access to valuable aggregate data on patient use of medical cannabis, the ability to jointly develop new services for patients, and the insight necessary to tailor its product line to offer an industry-leading and demand-matching selection of products and strains tailored to the needs of patients. The Company distributes cannabis products in accordance with the various regulatory frameworks in the respective provinces and territories governing the medical and consumer cannabis markets in Canada. We also distribute medical cannabis products internationally in accordance with applicable international laws and regulations. We have robust distribution networks spanning every province and territory in Canada in both the recreational and medical cannabis markets and are operating in other locations worldwide. The Company’s registered patients can order products directly from Aurora through our online shop or by phoning our client care center. Medical cannabis is, and will continue to be, delivered by secured courier or other methods permitted by the Cannabis Act. Distribution of cannabis to the adult-use consumer market in Canada is done through provincial regulators. Under the terms of agreements with the provincial regulators, the Company supplies the provinces with a wide variety of product from its various facilities. Supply quantities are determined based on demand on an ongoing basis. Through a combination of strategic investments, domestic production, and supply agreements, the Company is positioned to access a growing number of key international markets. With the EU and TGA GMP certifications of certain of our facilities, the Company is one of only a handful of companies globally with this pharma-grade designation across both production and distribution facilities in Canada and Germany respectively, allowing us to sell into the most restrictive and promising markets in Europe and abroad. In addition to the production and sale of cannabis and cannabis products, the Company is focused on research and development (R&D) activities centered on delivering an on-going pipeline of genetics that deliver a combination of attributes that consumers are looking for, as well as creating tangible efficiencies and reduced costs to the Company. The breeding and genetics program at our research-dedicated Aurora Coast facility leverages a combination of genomics, marker-assisted selection, analytical chemistry, pathology and cultivation expertise to enable our globally leading breeding program. Fiscal 2025 presented the fourth year of a robust trialing protocol, bringing a pipeline of high-potency and high-yielding cultivars to our production sites to validate them at scale and select the top candidates for commercial release. Our genetics have begun to have impacts outside of Aurora’s own production network - a number of other Canadian licensed producers are growing and licensing our genetics, and we expect to see continued growth in these partnerships and commercial relationships. In October 2024, Aurora announced a new collaboration with the University of British Columbia addressing cannabis aromas; this project is funded by Genome BC. This meaningful genetics research aligns with Aurora’s breeding goals and will enable the Company to enhance its breeding program with greater accuracy and efficiency on consumer focused traits, positively impacting future innovation. In February 2025, Aurora published its discovery of a novel and proprietary trait for cannabis. This discovery, referred to as PM2, confers genetic resistance to powdery mildew, a very prevalent fungal disease in cannabis that has significant impact on potency, yield, overall flower quality and requires a significant amount of labour to manage. With this discovery, which is also patent-pending, Aurora’s breeding program is now developing powdery mildew resistant cultivars, which we plan to begin Revenue


 
13 | P a g e testing at scale in production facilities in fiscal 2026. This game-changing technology is just the latest challenge to be tackled by our globally-leading cannabis science team and is anticipated to have positive impacts on the future cultivation of cannabis at Aurora and with our partners. We have also begun researching ways to tackle additional pathogens that present critical risk to cannabis in large-scale production. The progress we have made in cannabis breeding in the years since Aurora Coast was licensed has had a significant impact on the Company’s financial stability. In addition to our continued focus on potency, yield and disease resistance to drive growth, we are continuing to add unique and differentiated aromas to our breeding pipeline, targeting new disease targets impacting cultivation performance, and exploring the transition to seed-derived cultivars. Production Facilities and Licenses Our cannabis products are currently primarily cultivated and manufactured in the following licensed production facilities. FACILITY LOCATION SIZE ESTIMATED ANNUAL PRODUCTION(1) FULL OPERATION LICENSE/CERTIFICATION Cultivation Sale EU GMP TGA GMP Aurora River Bradford, ON 210,000 ft2 25,000 kg ● ● ● ● ● Aurora Ridge Markham, ON 55,000 ft2 6,000 kg ● ● ● ● ● Aurora Alpine Pemberton, BC 62,000 ft2 6,000 kg ● ● ● Thrive Townsend, ON 5,000 ft2 indoor 1,000 kg ● ● ● Leuna Leuna, Germany 29,400ft2 1,000 kg ● ● ● ● Note: (1) Estimated annual production capacity is based on the Company’s experience in growing cannabis as well as data available concerning the wide variety of strains under growing conditions maintained at its facilities. The material assumptions on which actual or expected annual kilograms harvested are determined include, but is not limited to: (1) the number of cultivation rooms in the facility; (2) the planned (or actual) number of plants each cultivation room is built to contain; (3) the average per gram yield per plant based on Aurora’s historical averages for the strain and growing conditions; (4) the number of harvests (turns) planned (or realized) per year; and (5) licensing from the relevant governmental authority to operate at the stated capacity. About our Production Facilities Aurora River: Through the acquisition of MedReleaf in July 2018, we acquired a 210,000 square foot indoor cultivation facility in Bradford, Ontario. Aurora River is built to EU and TGA GMP specifications and includes areas for propagation, trimming, drying, commercial-scale oil extraction, pharmaceutical-grade manufacturing, shipping, storage, water treatment, laboratories, plant-based and analytical research and development facilities, quality assurance and quality control facilities, maintenance areas, shipping and distribution areas, and administrative offices. Aurora Ridge: Through the acquisition of MedReleaf, we also acquired a 55,000 square foot facility in Markham, Ontario. Aurora Ridge is a modern, fully operational facility that has approximately 23,500 square feet of dedicated cultivation space organized into 10 cultivation rooms, and approximately 31,500 square feet of support and auxiliary services space, including areas for propagation, trimming, drying, extraction, shipping, storage, water treatment, laboratories, quality assurance and quality control facilities, maintenance areas, shipping and distribution areas, management offices, and a patient care center. Aurora Ridge is also EU and TGA certified. Aurora Alpine: Through the acquisition of WMMC, we acquired the recently re-named Aurora Alpine facility, a purpose built, state-of-the-art facility that has been constructed in compliance with EU GMP standards. The Company expects a production capacity of approximately 6,000 kg of cannabis per year from this facility. Thrive: The Thrive facility is located in Townsend, Ontario and is fully operational with an estimated annual production capacity of 1,000 kg. Leuna: Leuna is a state-of-the-art medical cannabis production facility located in Leuna, Germany. The facility received EU GMP certification in 2022 and expects to deliver 1,000 kg of high-quality medical cannabis flower per year for the German medical cannabis tender. Research Facility In addition to our production facilities, we have our Aurora Coast facility in Comox, BC, which is used for research activities: FACILITY LOCATION SIZE STATUS LICENSE (Research) Aurora Coast Comox, BC 22,500 ft2 Operating research facility ● Storage and Security The Cannabis Act prescribes physical security requirements that are necessary to secure sites where Licensed Producers conduct activities with cannabis. All facilities currently in production operate in accordance with the Cannabis Act requirements, including in relation to the security requirements. Health Canada conducts ad hoc, unscheduled site inspections of Licensed Producers. As of the date hereof, there are no material outstanding inspection issues with Health Canada.


 
14 | P a g e Intangible Properties INDUSTRY OVERVIEW All aspects of the Company’s business require specialized skills and knowledge. The Company’s management is comprised of individuals with extensive experience and expertise in areas including, but not limited to, the cultivation and growing of cannabis, consumer packaged goods, product development, strategy, science, innovation, analytical testing, internationally regulated products, and legal and regulatory compliance. The Company is dedicated to ensuring regulatory compliance in all aspects of the business with the end goal of patient and consumer satisfaction. There is a high level of quality assurance and testing protocols in place within the Company, including a system that provides additional certainty regarding the purity and safety of the cannabis we produce and sell. Therefore, the Company must employ skilled personnel within these areas. Experience in cannabis or other regulated industries assists the Company with compliance with applicable laws and regulations. Specialized skills and knowledge are important to the Company’s success as the Company continues to evolve with the industry and grow its brands, and we continue to build on the skills and knowledge required within our organization to meet our objectives. To protect our intellectual property, we define the competitive value of our intangible assets and seek to secure enforceable protection (including patents, trademark registrations, and plant variety protection registrations). Currently, we own trademark applications and registrations for our brands and product names in Canada and internationally. Additionally, we own plant variety rights applications and/or registrations to 25 different proprietary plant varieties in Canada and/or internationally, and also have rights to 12 patent families filed globally, making up approximately 16 issued patents and/or patent pending applications in technical areas including genetics, horticultural methods and apparatus, and medical and recreational products. We monitor and respond to emerging infringement and competition threats, relying on our protected intellectual property assets. To safeguard the confidentiality of our inventions, trade secrets, technical know-how, and proprietary information, we maintain physical and electronic security over our risk sensitive intangible assets. Confidentiality is essential to our relationships with business partners, collaborators, employees, and consultants. We are mindful of the different types of intellectual property and understand how our intellectual property assets can be used to protect and leverage product development efforts to achieve key business goals. For additional information related to the Company’s intellectual property, see “Research and Development” above. Regulatory Framework of Cannabis in Canada Cannabis in Canada is subject to a complex regulatory framework arising from federal, provincial, and territorial legislation. The Cannabis Act and Cannabis Regulations provide the framework for legal access to medical and non-medical cannabis, and control and regulate its production, distribution, sale, import and export. The provinces and territories of Canada have enacted legislation to control and regulate how non-medical cannabis is distributed and sold within their respective jurisdictions. Canada’s regulatory framework for cannabis is constantly evolving and both Health Canada, and provincial and territorial regulators frequently release and update guidance to assist the industry in interpreting and applying the applicable laws to their operations. Licensing The Cannabis Regulations establish six classes and various sub-classes of licenses that authorize specific activities, namely: (1) cultivation (standard cultivation, micro-cultivation, nursery); (2) processing (standard processing, micro-processing); (3) sales (sale for medical purposes); (4) analytical testing; (5) research; and (6) and cannabis drug license. Licensing requirements and authorized activities vary by class and sub-class, and authorized activities can also be narrowed by conditions described in individual licenses when they are issued. Health Canada is responsible for reviewing and approving all federal licensing applications. While Health Canada does provide service standards for new applications, renewals, and amendments, they are not guaranteed and may not always be met. The volume of applications in queue or under review by Health Canada, the complexity of an application or amendment, and the quality of the submission, among other factors, can impact the duration of the review process, creating uncertainty in timelines. After a license is issued, it is the holder’s responsibility to comply with all applicable requirements in the Cannabis Act and Cannabis Regulations, including periodic inspections by Health Canada to ensure continued compliance. Security Clearances Certain people associated with cannabis licensees, including individuals occupying a “key position” such as directors, officers, large shareholders, and individuals identified by the Minister of Health (the “Minister”), must hold a valid security clearance issued by the Minister. The Minister may refuse to grant security clearances to individuals with organized crime associations or past convictions for, or in association with, drug trafficking, corruption, or violent offences. Individuals who have a history of nonviolent, lower-risk criminal activity (for example, simple possession of cannabis, or small-scale cultivation of cannabis Specialized Skill and Knowledge


 
15 | P a g e plants) are not precluded by legislation from participating in the legal cannabis industry, and the granting of security clearance to such individuals is at the discretion of the Minister. Cannabis Tracking System The Cannabis Tracking and Licensing System (“CTLS”) was established by Health Canada to, among other things, track cannabis throughout the supply chain to help prevent diversion of cannabis into, and out of, the illicit market. Under the CTLS, holders of a cultivation, processing and/or sale for medical purposes licenses are required to submit monthly reports to Health Canada setting out inventory levels of finished and unfinished cannabis for each cannabis class. Cannabis Products The Cannabis Act differentiates between cannabis depending on its form (referred to as “classes” of cannabis in the Cannabis Act) and only permits the sale of specified classes of cannabis. Upon enactment of the Cannabis Act on October 17, 2018, these classes included dried cannabis, fresh cannabis, cannabis plants, cannabis seeds, and cannabis oil. On October 17, 2019, edible cannabis, cannabis extracts and cannabis topicals were added to the authorized classes of cannabis, also known as “Cannabis 2.0”). Cannabis oil was subsumed into cannabis extracts and ceased to exist as a standalone class as of October 17, 2020. Health Products and Cosmetics Containing Cannabis Health Canada has taken a scientific, evidence-based approach to the oversight of health products containing cannabis that are approved with health claims, including prescription and non-prescription drugs, natural health products, veterinary drugs and veterinary health products, and medical devices. Per Health Canada’s Cosmetic Ingredient Hotlist, the use of cannabis species (hemp) derivatives (other than certain hemp seed derivatives containing no more than 10 parts per million THC) in cosmetics, are permitted, subject to the provisions of the Cosmetic Ingredient Hotlist and the Industrial Hemp Regulations. Packaging and Labelling The Cannabis Regulations set out a comprehensive approach to the packaging and labelling of cannabis products. This approach helps to promote informed consumer choice and encourage the safe handling and storage of cannabis. All cannabis products must be packaged in plain packaging that is child-resistant and tamper-evident and displays a variety of information such as the standardized cannabis symbol, THC and CBD potency, and prescribed health warning messages. Promotion The Cannabis Act and Cannabis Regulations outline several prohibitions that can potentially apply to anyone who may be involved in the promotion of cannabis, cannabis accessories and services related to cannabis, or related activities. These prohibitions are intended to protect public health and safety, including by protecting the health of young persons by restricting their access to cannabis, and young persons and others from inducements to use cannabis. Cannabis for Medical Purposes The Cannabis Regulations set out the regime for medical cannabis under the Cannabis Act. Patients who obtain the authorization of their healthcare practitioner have access to medical cannabis, either purchased directly from the holder of a sale for medical purposes license, or by registering to produce a limited amount of cannabis for their own medical purposes or designating someone to produce cannabis for them. Starting materials for personal production, such as plants or seeds, must be obtained from a license holder. Provincial and Territorial Regulatory Regimes Provinces and territories of Canada are authorized to license and oversee the distribution and sale of non-medical cannabis to adult consumers in their respective jurisdictions. As a result, regulations pertaining to the sale and distribution of non-medical cannabis vary from province to province and territory to territory. The Cannabis Act prohibits individuals aged 18 years or older from possessing more than 30 grams of dried cannabis (or its equivalent) in public and from the personal cultivation of more than four plants at any one time. Provinces and territories have the flexibility to increase the minimum age of consumption, lower possession limits, and set added requirements on personal cultivation within their respective jurisdictions. Provinces and territories can also restrict where cannabis can be consumed in public. The following chart outlines basic details regarding the current regulatory regime by province and territory. The possession limit of 30 grams remains unchanged in all provinces. Province/Territory Legal Age Where it’s Legal to Purchase: Alberta 18 Private licensed stores or government-operated online store British Columbia 19 Government-operated stores or online, or private licensed stores Manitoba 19 Private licensed stores or online New Brunswick 19 Government-operated stores or online Newfoundland and Labrador 19 Private licensed stores or government-operated online store Northwest Territories 19 Government-operated stores or online Nova Scotia 19 Government-operated stores or online


 
16 | P a g e Province/Territory Legal Age Where it’s Legal to Purchase: Nunavut 19 Government-operated online store Ontario 19 Private licensed stores or government-operated online store Prince Edward Island 19 Government-operated stores or online Québec 21 Government-operated stores or online Saskatchewan 19 Private licensed stores or online Yukon 19 Government-operated online store or private licensed stores Industrial Hemp The regulatory framework for industrial hemp is set out in the Industrial Hemp Regulations. Industrial hemp is defined under the Industrial Hemp Regulations as a cannabis plant – or any part of the plant – in which the concentration of THC is 0.3% (weight by weight) or less in the flowering heads and leaves. Under this framework, a license from Health Canada is required in order to conduct various activities with industrial hemp. These activities include the cultivation, sale, import, export, cleaning, preparing, and processing of certain parts of the industrial hemp plant. Not every activity that involves industrial hemp falls within the scope of the Industrial Hemp Regulations and may instead fall under the Cannabis Regulations. For example, the extraction of phytocannabinoids from the flowering heads, leaves and branches of the plant requires a processing license under the Cannabis Regulations. Additionally, only seeds of approved industrial hemp varieties which have a THC level lower than 0.3% in their leaves and flowering heads, can be planted. In addition to obtaining a license, industrial hemp license holders must comply with the Cannabis Act and Cannabis Regulations, and with other applicable federal, provincial and territorial legislation and municipal by-laws. Status of Regulatory Framework in the U.S. The Company is committed to only engaging in activities which are permissible under both state and federal laws, and does not currently have any direct or indirect cannabis investments in the U.S., where cannabis remains federally illegal. We remain optimistic that the U.S. cannabis market will eventually be federally regulated, with states’ rights respected, in a framework similar to every other comparable market. The timeframe for this is unknown, but Aurora is well positioned to create significant value for our shareholders once such federal regulatory framework is established. Our strategic strengths of medical and regulatory expertise in a federal framework, and our scientific expertise, including with respect to genetics and breeding, position us as a partner of choice, and to be successful in lucrative components of the cannabis value chain. INTERNATIONAL OPPORTUNITIES In addition to Canadian domestic operations, as market demand grows, we continue to pursue international opportunities, including opportunities to export our medical cannabis products to other countries and opportunities to create international alliances. The Company’s current primary global market opportunities are discussed below. Germany Medical Other than Canada, Germany currently represents one of the largest single federally legal medical cannabis markets in the world, and continues to rely on importing medical cannabis to satisfy its increasing demand. Of note, Germany is the first country in the world to cover the cost of medical cannabis for any therapeutic application approved by a physician through its national health insurance system. The market for medical cannabis in Germany has been growing continuously since legalization and we believe we are well positioned to participate in this market growth. Germany represents a market with higher average selling prices per gram of dried cannabis relative to Canadian medical and Canadian recreational average selling prices and exhibits strong gross margins relative to Aurora’s Canadian business. As such, ensuring availability of suitable cannabis for the German market remains a priority for the Company. The Company acquired Aurora Germany in May 2017, which holds all relevant licenses and permits and has been importing, exporting, and distributing cannabis for medical purposes into and within the European Union since the legalization of the medical market. Aurora Germany distributes directly to German pharmacies as well as indirectly through a network of wholesalers and pharmacies. Additionally, Aurora is one of only three companies to be awarded a tender to produce medical cannabis domestically within Germany by the German Federal Institute for Drugs and Medical Devices (BfArM). Our state-of-the-art medical cannabis production facility in Leuna, Germany received EU GMP certification in 2022 and expects to deliver 1,000 kg of high-quality medical cannabis flower per year for the duration of the tender. Recreational The German government remains committed to legalizing recreational cannabis, having announced a ‘two-pillar model’ in April 2023. The first pillar includes personal possession, private cultivation and cannabis clubs. The second pillar involves a five-year regional model project, where the effects of a commercial supply chain on health and youth protection, as well as the black market, can be scientifically examined.


 
17 | P a g e Poland United Kingdom Australia New Zealand Employees On April 1, 2024, as part of the first pillar of legalization, cannabis was reclassified as a non-narcotic by the German government, allowing adults to possess small amounts of cannabis, and making Germany the largest European Union country to legalize possession for recreational use. The purchase and sale of cannabis is still prohibited. Adults can now carry up to 25 grams of cannabis and keep up to 50 grams at home. They can also grow up to three plants for personal use, and adults who don’t want to grow their own plants can join “cannabis clubs” to legally source their cannabis. These are membership- based noncommercial clubs and are subject to various regulations. As one of three existing domestic medical cannabis producers in Germany, the Company expects to be in a leading position to participate in the regional model project when it commences. Further, alongside the cultural significance of Germany's advancements in cannabis legalization, these developments offer a distinct opening for Aurora to enhance its established footprint in the country. The reclassification of cannabis as a non-narcotic is poised to inspire more patients to actively consult with their physician regarding medical cannabis, facilitating greater access, education, and awareness for medical cannabis. Since legalizing medical cannabis in 2017, Poland has seen rapid growth, driven by increasing patient demand. The Company first shipped to the Polish market in October 2018, following approval from the Polish Ministry of Health, which was believed to be the first time a non-government run business was granted approval to supply medical cannabis products in the country. Aurora continues to import product into Poland and believes that the Polish medical cannabis market will continue to represent an attractive near-term growth opportunity. The UK medical cannabis market has expanded significantly since rescheduling on November 1, 2018, particularly within the private sector. In fiscal 2019, the Company made its first shipment of dried flower to the UK and has continued to grow in this market. In February 2024, the Company announced its partnership with Script Assist, a cutting-edge medical cannabis prescription platform in the UK. Designed to support UK patients on their journey of well-being, the Script Assist platform provides access to high quality medication through their portal, which includes an extensive range of medical cannabis products from Aurora's leading portfolio of products. In April 2025, the Company announced the availability of its medical cannabis concentrates to patients in the UK, marking a meaningful step in offering its proprietary cultivar-specific inhalable cannabis extracts in that market. This launch marked another step forward in Aurora’s mission to provide physicians with a larger variety of high-quality medical cannabis that can meet the growing needs and wishes of patients in the UK, and globally. The Company expects that the medical cannabis market in the UK will continue to expand as barriers to access diminish and the prescriber base grows. The medical cannabis market in Australia is characterized by a clinician-led traditional pharma-like product distribution model that aligns with Aurora's operational success in other key global medical cannabis markets, such as Germany. Since first partnering with MedReleaf Australia in 2017, Aurora has actively contributed to the region's recent growth, leveraging the Company's pharmaceutical grade cultivation and global approach to product innovation. On February 7, 2024, a wholly owned subsidiary of the Company acquired the remaining approximately 90% equity interest of MedReleaf Australia that the Company did not previously own. The Company previously held a 10% ownership stake in MedReleaf Australia and together they have been providing Australian patients with several Aurora-branded products, including dried flower, oils, vapes and pastilles. MedReleaf Australia is a leading distributor of medical cannabis products and has a leadership position in the Australian medical cannabis market. This market has quickly become one of the largest nationally legal global medical cannabis markets outside of Canada. This acquisition is expected to provide a meaningful platform for Aurora to continue growing its leading global medical cannabis position in Australia and other APAC countries. Medical cannabis has been legal in New Zealand since April 1, 2020 under the country’s Medicinal Cannabis Scheme. In May 2024, the Company was pleased to announce the arrival of Aurora-branded medical cannabis products to the New Zealand market, marking the Company’s first shipment to New Zealand and representing a significant milestone in Aurora’s pursuit of expanding medical cannabis accessibility globally. As regulations continue to evolve, the emerging New Zealand medical cannabis market is poised for growth and Aurora is proud to be at the forefront of advancing patient access, with plans to continue to leverage symmetry with its leadership in Australia. As of March 31, 2025, the Company (including its global subsidiaries) had approximately 1,101 employees (March 31, 2024 – 1,073 employees).


 
18 | P a g e There is no assurance we will be able to achieve or maintain profitability. Our business is reliant on the good standing of our licenses. Our Canadian licenses are reliant on our established sites. We operate in a highly regulated business and any failure or significant delay in obtaining applicable regulatory approvals could adversely affect our ability to conduct our business. Our business, operations and outlook are subject to certain risks described below. Aurora Marijuana Inc. was the entity in which our operating business was originally organized. This company was incorporated in 2013 and our business began operations in 2015. We started generating revenue from the sale of cannabis in January 2016. Due to the disruption and slower than anticipated growth of the cannabis market globally and in Canada, we are subject to all of the associated business risks and uncertainties which include, but are not limited to, under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources, and lack of revenues. We have incurred operating losses in recent periods. We may not be able to achieve or maintain profitability and may continue to incur significant losses in the future. In addition, as we explore and implement initiatives to grow our business, we expect to continue to increase operating expenses. If our revenues do not increase to offset these expected increases in costs and operating expenses, we may not be profitable. It may make it difficult for investors to evaluate our prospects for success, based on our operating history. There is no assurance that we will be successful in achieving a return on shareholders’ investments and the likelihood of success is uncertain. Our ability to continue our business of cannabis cultivation, storage, and distribution is dependent on the good standing of all of our licenses, authorizations, and permits and adherence to all regulatory requirements related to such activities. We will incur ongoing costs and obligations related to regulatory compliance. Any failure to comply with the terms of the licenses, or to renew the licenses after their expiry dates, would have a material adverse impact on the financial conditions and operations of the business. Although we believe that we will meet the requirements of the Cannabis Act for future extensions or renewals of the licenses, there can be no assurance that Health Canada will extend or renew the licenses, or if extended or renewed, that they will be extended or renewed on the same or similar terms. Should Health Canada or the Canada Revenue Agency (“CRA”) not extend or renew the licenses, or should they renew the licenses on different terms, our business, financial condition and operations would be materially adversely affected. The same risks may arise when expanding our operations to foreign jurisdictions. We are committed to regulatory compliance, including but not limited to the maintenance of good production practices and physical security measures required by Health Canada. Failure to comply with regulations may result in additional costs for corrective measures, penalties, or restrictions on our operations. In addition, changes in regulations, more vigorous enforcement thereof, or other unanticipated events could require changes to our operations, increased compliance costs or give rise to material liabilities, which could have an adverse effect on our business, financial condition and operations. The Canadian licenses we hold are specific to individual facilities. Any adverse changes or disruptions to the functionality, security and sanitation of our sites or any other form of non-compliance may put our licenses at risk, and ultimately adversely impact our business, financial condition and operations. As our operations and financial performance may be adversely affected if we are unable to keep up with such requirements, we are committed to the maintenance of our sites and intend to comply with Health Canada and their inspectors as required. As our business continues to grow, any expansion to or update of our current operating sites, will require the approval of Health Canada. There is no guarantee that Health Canada will approve any such expansions and/or renovations, which could adversely affect our business, financial condition and operations. Our business and activities are heavily regulated in all jurisdictions where we carry on business. Achievement of our business objectives is contingent, in part, upon compliance with the regulatory requirements enacted by applicable government authorities, including those imposed by Health Canada, and obtaining all applicable regulatory approvals, where necessary. We cannot predict the time required to secure all appropriate regulatory approvals for our products, or with respect to any activities or our facilities, or the extent of testing and documentation that may be required by government authorities on an ongoing basis. The impact of regulatory compliance regimes and any delays in obtaining, maintaining or renewing, or failure to obtain, maintain or renew, regulatory approvals may significantly delay or impact the development of our business and operations. Non-compliance could also have a material adverse effect on our business, financial condition and operations. On December 5, 2023, Health Canada published new guidance on cannabis products with what it deems to be intoxicating cannabinoids other than THC. The guidance identifies the cannabinoids CBN and THCV as “intoxicating” and recommends that they be regulated in the same manner as THC, whose potency is capped in the edible and extract categories. While the guidance encourages licensed processors to follow recommended controls, it does not mandate any action and does not have the force of law without legislative change. The guidance does, however, create some uncertainty regarding the manner in which certain cannabinoids may be regulated in the future. RISK FACTORS


 
19 | P a g e Failure to comply with anti-money laundering laws and regulation could subject us to penalties and other adverse consequences. We compete for market share with a number of competitors and many of our competitors may have longer operating histories, more financial resources, and lower costs than us. Our business is subject to a variety of laws, regulations, and guidelines relating to the marketing, manufacturing, management, transportation, storage, sale, packaging and labeling, disposal and, if necessary, acquisition of cannabis. We are also subject to laws, regulations, and guidelines relating to health and safety, the conduct of operations, taxation of products and the protection of the environment. As the laws, regulations and guidelines pertaining to the cannabis industry are relatively new, it is possible that significant legislative amendments may still be enacted – either provincially or federally – that address current or future regulatory issues or perceived inadequacies in the regulatory framework. Pursuant to the statutory review requirements under the Cannabis Act, a final report of an independent expert panel appointed to lead this review was published in March 2024. The amendment, removal or addition of provisions in or to the Cannabis Act based on the recommendations resulting from this report could adversely affect our business. For example, recommendations related to imposing restrictions or prohibition of certain products with higher quantities or concentrations of THC or other intoxicating cannabinoids could limit and affect the types of products we can sell. It is also possible that laws that impact our business may not develop as we expect or on the timeline we expect, including the federal legalization of cannabis use in the U.S. if and when it occurs. Changes to such laws, regulations, and guidelines, may cause material adverse effects on our business, financial condition and operations. The legislative framework pertaining to the Canadian non-medical cannabis market is subject to significant provincial and territorial regulation. The legal framework varies across provinces and territories and results in asymmetric regulatory and market environments. Different competitive pressures, additional compliance requirements, and other costs may limit our ability to participate in such markets. We are subject to a variety of domestic and international laws and regulations pertaining to money laundering, financial recordkeeping and proceeds of crime, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as amended and the rules and regulations thereunder, the Criminal Code (Canada) and any related or similar rules, regulations or guidelines, issued, administered or enforced by governmental authorities internationally. In the event that any of our operations or investments, any proceeds thereof, any dividends or distributions therefrom, or any profits or revenues accruing from such operations or investments were found to be in violation of money laundering legislation or otherwise, such transactions may be viewed as proceeds of crime under one or more of the statutes noted above or any other applicable legislation, and any persons, including such U.S. based investors, found to be aiding and abetting us in such violations could be subject to liability. Any violations of these laws, or allegations of such violations, could disrupt our operations, involve significant management distraction and involve significant costs and expenses, including legal fees. We could also suffer severe penalties, including criminal and civil penalties, disgorgement and other remedial measures. This could restrict or otherwise jeopardize our ability to declare or pay dividends, effect other distributions or subsequently repatriate such funds back to Canada. As the cannabis market continues to mature, both domestically and internationally, the overall demand for products and the number of competitors is expected to increase. Consumers that once solely relied on the medical cannabis market may shift some, or all, of their consumption or preferences away from medical cannabis and towards consumer cannabis. The Cannabis Act also permits patients to produce a limited amount of cannabis for their own purposes or to designate a person to produce a limited amount of cannabis on their behalf. Such shifts in market demand, and other factors that we cannot currently anticipate, could potentially reduce the market for our products, which could ultimately have a material adverse effect on our business, financial condition and operations. The cannabis industry is undergoing substantial change, which has resulted in an increase in new and existing competitors, consolidation and the formation of strategic relationships. Acquisitions or other consolidating transactions could harm our business in a number of ways, including losing patients and/or customers, revenue and market share, or forcing us to expend greater resources to meet new or additional competitive threats. There is potential that we will face intense competition from not only existing companies but from new entrants including those resulting from the federal legalization of cannabis use in the U.S. if and when it occurs, all of which could harm our operating results. Changes in the number of licenses granted and the number of Licensed Producers ultimately authorized by Health Canada, as well as other regulatory changes in both Canada and the U.S. that have the effect of increasing competition, could have an adverse impact on our ability to compete for market share in Canada’s cannabis market. Some competitors may have significantly greater financial, technical, marketing, and other resources compared to us. Such companies may be able to devote greater resources to the development, promotion, sale and support of their products and services, and may have more extensive customer bases and broader customer relationships. Such competition may make it difficult to enter into supply agreements, negotiate favourable prices, recruit or retain qualified employees, and acquire the capital necessary to fund our capital investments. Change in the laws, regulations, and guidelines that impact our business may cause adverse effects on our operations.


 
20 | P a g e Selling prices and the cost of cannabis production may vary based on a number of factors outside of our control. We may not be able to realize our growth targets. The continuance of our contractual relations with provincial and territorial governments cannot be guaranteed. We also face competition from illegal cannabis dispensaries and ‘black market’ operations and participants, who do not have a valid license, that are selling cannabis to individuals, including products with higher concentrations of active ingredients, using flavours or other additives or engaging in advertising and promotion activities that are not permitted by law. Because they do not comply with the regulations governing the cannabis industry, illegal market participants’ operations may also have significantly lower costs. In order for us to be competitive, we will need to invest significantly in research and development, market development, marketing, new client identification, distribution channels, and client support. If we are not successful in obtaining sufficient resources to invest in these areas, our ability to compete in the market may be adversely affected, which could materially and adversely affect our business, financial conditions and operations. Our future success depends upon our ability to maintain competitive production costs through economies of scale and our ability to recognize higher margins through the sale of higher margin products. To the extent that we are not able to continue to produce our products at competitive prices or consumers prioritize established low margin products over innovative, higher margin products, our business, financial conditions and operations could be materially adversely affected. Our revenues are in a large part derived from the production, sale, and distribution of cannabis. The cost of production, sale, and distribution of cannabis is dependent on a number of key inputs and their related costs, including equipment and supplies, labour and raw materials related to our growing operations, as well other overhead costs such as electricity, water, and utilities. In particular, our cannabis cultivation operations consume considerable energy, making us vulnerable to rising energy costs. Rising or volatile energy costs may have a material adverse effect on our business, financial condition and results of operations. Although our business has not been materially impacted by ongoing international military conflicts, the measures that have been taken, and could be taken in the future, may have a negative impact on our costs, including for input materials, energy and transportation. Any significant interruption or negative change in the availability or economics of the supply chain for key inputs, including an inability to secure required supplies and services or to do so on appropriate terms could materially and adversely impact our business, financial condition, and results of operations. This includes any change in the selling price of products set by the applicable province or territory. The price of cannabis is affected by numerous factors beyond our control and any price decline may have a material adverse effect on our business, financial condition and operations. Our ability to continue the production of cannabis products at the same pace as we are currently producing, or at all, and our ability to continue to increase both our production capacity and our production volumes, may be affected by a number of factors, including plant design errors, non-performance by third party contractors, increases in materials or labour costs, construction performance falling below expected levels of output or efficiency, contractor or operator errors, breakdowns, aging or failure of equipment or processes, and labour disputes. Factors specifically related to indoor agricultural and processing practices, such as reliance on provision of energy and utilities to our facilities, those specifically related to outdoor cultivation practices, such as droughts, environmental pollution and inadvertent contamination, and any major incidents or catastrophic events affecting the premises, such as fires, explosions, earthquakes or storms, may all materially and adversely impact the growth of our business. In addition, the Company may be subject to other growth-related risks, including pressure on its internal systems and controls. The ability of the Company to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. If the Company is unable to deal with this growth, it may have a material adverse effect on the Company’s business, financial condition, results of operations and prospects. Part of our current revenues depend upon our supply contracts with the various Canadian provinces and territories. There are many factors which could impact our contractual agreements and alterations to, or the termination or renewal of, such contracts may adversely impact our business, financial condition and operations. In addition, not all of the Company’s supply arrangements with the various Canadian provinces and territories contain purchase commitments or otherwise obligate the provincial or territorial wholesaler to buy a minimum or fixed volume of cannabis products from the Company. The amount of cannabis that the provincial and territorial wholesalers may purchase under the supply arrangements may therefore vary from what the Company expects or has planned for. As a result, the Company’s revenues could fluctuate materially in the future and could be materially and disproportionately impacted by the purchasing decisions of the provincial and territorial wholesalers. If any of the provincial or territorial wholesalers decide to purchase lower volumes of products from the Company than the Company expects, alters its purchasing patterns at any time with limited notice, decides to return product or decides not to continue to purchase the Company’s cannabis products at all, the Company’s revenues could be materially adversely affected, which could have a material adverse effect on the Company’s business, financial condition, results of operations and prospects.


 
21 | P a g e Any default under our existing debt that is not waived by the applicable lenders could adversely impact our results of operations and financial results and may have an adverse effect on the trading price of our Common Shares. We may be subject to credit risk. We may not be able to successfully develop new products or find a market for their sale. As the cannabis market continues to mature, our products may become obsolete, less competitive, or less marketable. Restrictions on branding and advertising may negatively impact our ability to attract and retain customers. Our continued development may require additional financing. The failure to raise such capital could result in the delay or indefinite postponement of our business strategy or our ceasing to carry on business. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be available on favorable terms. If additional funds are raised through issuances of equity, equity-linked securities, or convertible debt securities, existing shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences, and privileges superior to those of holders of Common Shares. In addition, from time to time, we may enter into transactions to acquire assets or equity securities of other companies. These transactions may be financed wholly or partially with debt, which may increase our debt levels above industry standards and our ability to service such debt. Any debt financing obtained in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which could make it more difficult for us to obtain additional capital and pursue business opportunities, including potential acquisitions. Debt financings may contain provisions, which, if breached, entitle lenders to accelerate repayment of debt and there is no assurance that we would be able to repay such debt in such an event or prevent the enforcement of security, if any, granted pursuant to such debt financing. An economic downturn of global capital markets may make raising additional capital more difficult. If uncertain market conditions persist, the Company’s ability to raise capital could be jeopardized, which could have an adverse impact on the Company’s operations and the trading price of the Company’s shares on the TSX and Nasdaq. Covenants in respect of our existing debt may create a risk of default on our debt if we cannot satisfy or continue to satisfy these covenants. If we cannot comply with a debt covenant or anticipates that it will be unable to comply with a debt covenant under any debt instrument it is party to, management may seek a waiver and/or amendment to the applicable debt instrument in respect of any such covenant in order to avoid any breach or default that might otherwise result therefrom. If we default under a debt instrument and the default is not waived by the lender(s), the debt extended pursuant to all of its debt instruments could become due and payable prior to its stated due date. If such event were to occur, we cannot give any assurance that (i) its lenders will agree to any covenant amendments or waive any covenant breaches or defaults that may occur, and (ii) it could pay this debt if it became due prior to its stated due date. Accordingly, any default by us on existing debt that is not waived by the applicable lenders could adversely impact our results of operations and financial results and may have an adverse effect on the trading price of our Common Shares. Credit risk is the risk that the counterparty to a financial instrument fails to meet its contractual obligations, resulting in a financial loss to us. We have credit risk exposure based on the balance of our cash, accounts receivable, investments, and taxes recoverable. There are no assurances that our counterparties, including parties to whom we extended credit, or customers will meet their contractual obligations to us. The medical and non-medical cannabis industries are in their early stages of development and it is likely that we, and our competitors, will seek to introduce new products in the future. In attempting to keep pace with any new market developments, we may need to expend significant amounts of capital in order to successfully develop and generate revenues from new products introduced by us. As well, we may be required to obtain additional regulatory approvals from Health Canada and any other applicable regulatory authorities, which may take significant amounts of time and entail significant costs. We may not be successful in developing effective and safe new products, bringing such products to market in time to be effectively commercialized, or obtaining any required regulatory approvals, which, together with any capital expenditures made in the course of such product development and regulatory approval processes, may have a material adverse effect on our business, financial condition and operations. Because the cannabis market and associated products and technology are rapidly evolving, both domestically and internationally, we may be unable to anticipate and/or respond to developments in a timely and cost-efficient manner. The process of developing our products is complex and requires significant costs, development efforts, and third-party commitments. Our failure to develop new products and technologies and the potential disuse of our existing products and technologies could adversely affect our business, financial condition and operations. Our success will depend, in part, on our ability to continually invest in research and development and enhance our existing technologies and products in a competitive manner. Our success depends on our ability to attract and retain customers. The Cannabis Act strictly regulates the way cannabis is packaged, labelled, and displayed. The associated provisions are quite broad and are subject to change. It is currently prohibited to use testimonials and endorsements, depict people, characters and animals and produce any packaging that may Our continued growth may require additional financing in the future, which may not be available on acceptable terms or at all.


 
22 | P a g e The cannabis business may be subject to unfavorable publicity or consumer perception. Third parties with whom we do business may perceive themselves as being exposed to reputational risk by virtue of their relationship with us and may ultimately elect to discontinue their relationships with us. There may be unknown health impacts associated with the use of cannabis and cannabis derivative products. We may enter into strategic alliances or expand the scope of currently existing relationships with third parties that we believe complement our business, financial condition and results of operation and there are risks associated with such activities. be appealing to young people. The restrictions on packaging, labelling, and the display of our cannabis products may adversely impact our ability to establish brand presence, acquire new customers, retain existing customers and maintain a loyal customer base. This may ultimately have a material adverse effect on our business, financial conditions and operations. We believe that the cannabis industry is highly dependent upon positive consumer and investor perception regarding the benefits, safety, efficacy and quality of the cannabis distributed to consumers. Cannabis is a controversial topic, and there is no guarantee that future scientific research, publicity, regulations, medical opinion, and public opinion relating to cannabis will be favorable. Consumer perception of our products can be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding the consumption of cannabis products. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favorable to the cannabis market or any particular product, or consistent with earlier publicity. Future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity that are perceived as less favorable than, or that question, earlier research reports, findings or publicity could have a material adverse effect on the demand for our products and our business, financial condition, results of operations and prospects. Our dependence upon consumer perception means that adverse scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity, whether or not accurate or with merit, could have a material adverse effect on us, the demand for products, and our business, financial condition, results of operations and prospects. Adverse publicity reports or other media attention regarding the safety, efficacy and quality of cannabis in general, or our products specifically, or associating the consumption of cannabis with illness or other negative effects or events, could have such a material adverse effect on us. Such adverse publicity reports or other media attention could arise even if the adverse effects associated with such products resulted from consumers’ failure to consume such products legally, appropriately, or as directed. Although we believe that we operate in a manner that is respectful to all stakeholders and that we take care in protecting our image and reputation, we do not ultimately have direct control over how we are perceived by others. There is also a risk that the actions of other companies and service providers in the cannabis industry may negatively affect the reputation of the industry as a whole and, thereby, negatively impact our reputation. The increased usage of social media and other web-based tools used to generate, publish and discuss user-generated content and to connect with other users has made it increasingly easier for individuals and groups to communicate and share negative opinions and views in Canada and elsewhere in regard to our activities and the cannabis industry in general, whether true or not. The legal restrictions with respect to labelling and marketing cannabis may exacerbate these risks by increasing the influence of social media users and prohibiting us from effectively responding to negative publicity. The parties with which we do business may perceive that they are exposed to reputational risk as a result of our cannabis business activities. In particular, while we attempt to conduct our cannabis-related business activities in compliance with all laws, negative perception of cannabis-related activities could cause the parties with whom we do business to discontinue their relationships with us and may cause potential counterparties to decline to do business with us. These risks may increase during periods in jurisdictions where cannabis-related activities are illegal and where jurisdictions focus their enforcement efforts on eliminating such activities. Failure to establish or maintain business relationships could have a material adverse effect on our business, financial condition and operations. There is little in the way of longitudinal studies on the short-term and long-term effects of cannabis use on human health, whether used for recreational or medicinal purposes. As such, there are inherent risks associated with using our cannabis and cannabis derivative products, including unexpected side effects or safety concerns, the discovery of which could lead to civil litigation, regulatory actions and even possibly criminal enforcement actions. Previously unknown or unforeseeable adverse reactions arising from human consumption of cannabis products may occur and consumers should consume cannabis at their own risk or in accordance with the direction of a health care practitioner. We have entered into, and may in the future enter into, strategic alliances with third parties that we believe will complement or augment our existing business, including for third-party supply. Our ability to complete and develop strategic alliances is dependent upon, and may be limited by, the availability of suitable candidates and capital. In addition, strategic alliances could present unforeseen regulatory issues, integration obstacles or costs, may not enhance our business, and may involve risks that could adversely affect us, including significant amounts of management time that may be diverted from current operations in order to pursue and complete such transactions or maintain such strategic alliances. Future strategic alliances could result in the incurrence of additional debt, costs and contingent liabilities, and there can be no assurance that future strategic alliances will achieve, or that our existing strategic alliances will continue to achieve, the expected benefits to our business or that we will be able to consummate future strategic alliances on satisfactory terms, or at all. Any of the foregoing could have a material adverse effect on our business, financial condition and operations.


 
23 | P a g e Dependence on senior management Certain of our directors and officers may have conflicts of interests due to other business relationships. Future execution efforts may not be successful. We have expanded and intend to further expand our business and operations into jurisdictions outside of Canada, and there are risks associated with doing so. The success of the Company is dependent upon the ability, expertise, judgment, discretion and good faith of its key personnel. Our future success will depend on our directors’ and officers’ ability to develop and execute our business strategies and manage our ongoing operations, as well as our ability to attract and retain key personnel. Competition for qualified professionals, technical, sales and marketing staff, as well as officers and directors can be intense, and no assurance can be provided that we will be able to attract or retain key personnel in the future, which may adversely impact our operations. While employment and consulting agreements are customary, these agreements cannot assure the continued services of such individuals. Further, as a Licensed Producer under the Cannabis Act, certain key personnel are required to obtain a security clearance by Health Canada. Licenses will not be granted until all key personnel have been granted security clearance. Under the Cannabis Act, a security clearance cannot be valid for more than five years and must be renewed before expiry. There is no assurance that any of our existing or future key personnel will be able to obtain or renew such clearances. A failure by key personnel to maintain or renew their security clearance could result in a material adverse effect on our business, financial condition and operations. There is also a risk that if key personnel leave the Company, we may not be able to find a suitable replacement that can obtain a security clearance in a timely manner, or at all. The success of the Company and its strategic focus is dependent to a significant degree upon the contributions of senior management. The loss of any of these individuals, or an inability to attract, retain and motivate sufficient numbers of qualified senior management personnel could adversely affect the Company’s business. As well, the implementation of employee compensation packages, composed of monetary short-term compensation and long-term equity-based compensation, has been designed for the retention of key employees. We may be subject to potential conflicts of interest as some of our directors and officers may be engaged in a range of other business activities. Our directors and officers are permitted to devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to the Company. However, in some cases these outside business interests can require significant time and attention which may interfere with their ability to devote the necessary time to our business, and there is no assurance that such occurrences would not adversely affect our operations. We may also become involved in other transactions which conflict with the interests of its directors and officers who may, from time to time, deal with persons, institutions or corporations with which we may be dealing, or which may be seeking investments similar to those the Company desires. The interests of these persons could conflict with our interests. In addition, from time to time, these persons may be competing with us for available investment opportunities. Conflicts of interest, if any, will be subject to the procedures and remedies provided under applicable laws. In particular, in the event that such a conflict of interest arises at a meeting of the Board, a director who has such a conflict will abstain from voting for or against the approval thereof in accordance with applicable laws. In accordance with applicable laws, our directors are required to act honestly, in good faith and in the Company’s best interests. There is no guarantee that our current execution strategy will be completed in the currently proposed form, if at all, nor is there any guarantee that we will be able to expand into additional jurisdictions. There is also no guarantee that expansions to our marketing and sales initiatives will be successful. Any such activities will require, among other things, various regulatory approvals, licenses and permits (such as additional licenses from Health Canada under the Cannabis Act) and there is no guarantee that all required approvals, licenses and permits will be obtained in a timely fashion or at all. There is also no guarantee that we will be able to complete any of the foregoing activities as anticipated or at all. Our failure to successfully execute our strategy could adversely affect our business, financial condition and operations and may result in our failing to meet anticipated or future demand for products, when and if it arises. In addition, the construction (or remaining construction) of any current or future facilities is subject to various potential problems and uncertainties, and may be delayed or adversely affected by a number of factors beyond our control, including the failure to obtain regulatory approvals, permits, delays in the delivery or installation of equipment by our suppliers, difficulties in integrating new equipment with its existing facilities, shortages in materials or labor, defects in design or construction, diversion of management resources, or insufficient funding or other resource constraints. Moreover, actual costs for construction may exceed our budgets. As a result of construction delays, cost overruns, changes in market circumstances or other factors, we may not be able to achieve the intended economic benefits, which in turn may materially and adversely affect our business, prospects, financial condition and operations. As international demand grows, we intend to consider the expansion of our operations and business into jurisdictions outside of Canada, some of which are emerging markets, but there can be no assurance that any market for our products will develop in any such foreign jurisdiction. The continuation or expansion of our operations internationally will depend on our ability to renew or secure the necessary permits, licenses, or other approvals in those jurisdictions. An agency's denial of or delay in Our success will depend on attracting and retaining key personnel.


 
24 | P a g e We rely on international advisors and consultants in foreign jurisdictions. Failure to comply with the Corruption of Foreign Public Officials Act (Canada) (“CFPOA”) and the Foreign Corrupt Practices Act (U.S.) (“FCPA”), as well as the anti-bribery laws of the other nations in which we conduct business, could subject us to penalties and other adverse consequences. We may be subject to uninsured or uninsurable risks. We may be subject to product liability claims. issuing or renewing a permit, license, or other approval, or revocation or substantial modification of an existing permit or approval, could prevent us from continuing our operations in or exports to other countries. Operations in non-Canadian markets may expose us to new or unexpected risks or significantly increase our exposure to one or more existing risk factors. Some governmental regulations may require us to award contracts in, employ citizens of, and/or purchase supplies from the jurisdiction. These factors may limit our capability to successfully expand our operations and may have a material adverse effect on our business, financial condition and operations. In addition, we are further subject to a wide variety of laws and regulations domestically and internationally with respect to the flow of funds and product across international borders and the amount of medical cannabis we export may be limited by the various drug control conventions to which Canada is a signatory. While we continue to monitor developments and policies in the emerging markets in which we operate and assess the impact thereof to our operations, such developments cannot be accurately predicted and could have an adverse effect on our business, operations or profitability. On April 1, 2024, cannabis was reclassified as a non-narcotic by the German government, allowing adults to possess small amounts of cannabis, and making Germany the largest European Union country to legalize possession for recreational use. While the Company is one of three existing domestic medical cannabis producers in Germany, there is no assurance that we will be successful in the German recreational market, if and when commercial cultivation, manufacturing, and retail sales are permitted. The legal and regulatory requirements in the foreign countries in which we currently or intend to operate are different from those in Canada. Our officers and directors must rely, to a great extent, on local legal counsel and consultants in order to ensure our compliance with material legal, regulatory and governmental developments as they pertain to and affect our business operations, to assist with governmental relations and enhance our understanding of and appreciation for the local business culture and practices. Any developments or changes in such legal, regulatory or governmental requirements or in local business practices are beyond our control. The impact of any such changes may adversely affect our business, financial condition and operations. We are subject to the CFPOA and the FCPA, which generally prohibit companies and their employees from engaging in bribery, kickbacks or making other prohibited payments to foreign officials for the purpose of obtaining or retaining business. The CFPOA and the FCPA also require companies to maintain accurate books and records and internal controls, including at foreign controlled subsidiaries. In addition, we are subject to other anti-bribery laws of other countries in which we conduct, or will conduct, business that apply similar prohibitions as the CFPOA and FCPA (e.g. the Organization for Economic Co- operation and Development Anti-Bribery Convention). Our employees or other agents may, without our knowledge and despite our efforts, engage in prohibited conduct under our policies and procedures and the CFPOA, the FCPA, or other anti- bribery laws to which we may be subject for which we may be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and operations. While we may have insurance to protect our assets, operations, and employees, such insurance is subject to coverage limits and exclusions and may not be available for the risks and hazards to which we are exposed. No assurance can be given that such insurance will be adequate to cover our liabilities or that it will be available in the future or at all, and that it will be commercially justifiable. We may be subject to liability for risks against which we cannot insure or against which we may elect not to insure due to the high cost of insurance premiums or other factors. The payment of any such liabilities would reduce the funds available for our normal business activities. Payment of liabilities for which we do not carry insurance may have a material adverse effect on our business, financial condition and operations. As a manufacturer and distributor of products designed to be topically applied, inhaled and ingested or otherwise consumed by humans, we face an inherent risk of exposure to product liability claims, regulatory action and litigation if our products are alleged to have caused significant loss or injury. In addition, the manufacture and sale of cannabis products involves the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. We may in the future have to recall certain of our cannabis products as a result of potential contamination and quality assurance concerns. Previously unknown adverse reactions resulting from human consumption of cannabis products alone or in combination with other medications or substances could occur. We may be subject to various product liability claims, including, among others, that the products produced by us caused or contributed to injury or illness, include inadequate instructions for use or include inadequate warnings concerning possible side effects or interactions with other substances. A product liability claim or regulatory action against us could result in increased costs, adversely affect our reputation and goodwill with our customers, and could have a material adverse effect on our business, financial condition and operations. There can be no assurances


 
25 | P a g e Our cannabis products may be subject to recalls for a variety of reasons. We are and may become party to litigation, mediation, and/or arbitration from time to time. The transportation of our products is subject to security risks and disruptions. Our business is subject to the risks inherent in agricultural operations. that we will be able to obtain or maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of such products. Manufacturers and distributors of consumer goods and products are sometimes subject to the recall or return of their products for a variety of reasons, including product defects, such as contamination, unintended harmful side effects or interactions with other substances, packaging safety and inadequate or inaccurate labeling disclosure. If any of the products produced by us are recalled due to an alleged product defect or for any other reason, we could be required to incur the unexpected expense of the recall and any legal proceedings that might arise in connection with the recall. We may lose a significant amount of sales and may not be able to replace those sales at an acceptable margin or at all. In addition, a product recall may require significant management attention. Although we have detailed procedures in place for testing finished products, there can be no assurance that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls, regulatory action or lawsuits, whether frivolous or otherwise. Additionally, if any of the products produced by us were subject to recall, the reputation and goodwill of that product and/or us could be harmed. A recall for any of the foregoing reasons could lead to decreased demand for our products and could have a material adverse effect on our business, financial condition and results of operations. Additionally, product recalls may lead to increased scrutiny of our operations by Health Canada or other regulatory agencies, requiring further management attention, increased compliance costs and potential legal fees, fines, penalties and other expenses. Furthermore, any product recall affecting the cannabis industry more broadly could lead consumers to lose confidence in the safety and security of the products sold by participants in the industry generally, which could have a material adverse effect on our business, financial condition and operations. We are and may in the future become party to regulatory proceedings, litigation, mediation, and/or arbitration from time to time in the ordinary course of business, which could adversely affect our business, financial condition and operations. Monitoring and defending against legal actions, with or without merit, can be time-consuming, divert management’s attention and resources and can cause us to incur significant expenses. In addition, legal fees and costs incurred in connection with such activities may be significant and we could, in the future, be subject to judgments or enter into settlements of claims for significant monetary damages. While we have insurance that may cover the costs and awards of certain types of litigation, the amount of insurance may not be sufficient to cover any costs or awards. Substantial litigation costs or an adverse result in any litigation may adversely impact our business, financial condition, or operations. Litigation, and any decision resulting therefrom, may also create a negative perception of our company. We are currently subject to class action proceedings in both the U.S. and Canada (as further detailed herein). Though we believe these to be without merit and intend to vigorously defend against the claims, there is no assurance that we will be successful. We depend on fast, cost-effective, and efficient third-party courier services to distribute our product to both wholesale and retail customers. Any prolonged disruption of these courier services could have an adverse effect on our business, financial condition and operations. Rising costs associated with the courier service we use to ship our products may also adversely impact our business and our ability to operate profitably. Due to the nature of our products, security during transportation is of the utmost concern. Any breach of the security measures during the transport or delivery of our products, including any failure to comply with recommendations or requirements of government regulators, whether intentional or not, could have a materially adverse impact on our ability to continue operating under our current licenses and may potentially impact our ability to renew such licenses. Since our business revolves mainly around the growth and processing of cannabis, an agricultural product, the risks inherent with agricultural businesses apply to our business. Such risks may include disease and insect pests, among others. Cannabis growing operations consume considerable energy and any rise in energy costs may have a material adverse effect on our ability to produce cannabis, and therefore, our business, financial condition and results of operations. Although we currently grow, and expect to grow, most of our cannabis in climate-controlled, monitored, indoor locations, some of our production takes place outdoors and there is no guarantee that changes in outside weather and climate will not adversely affect such production. Like other agricultural products, the quality of cannabis grown outdoors is affected by weather and the environment, which can change the quality or size of the harvest. If a weather event is particularly severe, such as a major drought or hurricane, the affected harvest could be destroyed or damaged to an extent that results in lost revenues. In addition, other items may affect the marketability of cannabis grown outdoors, including, among other things, the presence of non-cannabis related material, genetically modified organisms and excess residues of pesticides, fungicides, and herbicides. High degrees of quality variance can affect processing velocity and capacity utilization, as the process required to potentially upgrade lower quality product requires significant time and resources. There can be no assurance that natural elements will not have a material adverse effect on the production of our products and ultimately our business, financial condition and operations.


 
26 | P a g e Our operations are subject to various environmental and employee health and safety regulations. Climate change may have an adverse effect on demand for our products or on our operations. We may not be able to protect our intellectual property. We may experience breaches of security at our facilities or in respect of electronic documents and data storage and may face risks related to breaches of applicable privacy laws. Our cannabis inventory in our cannabis operations and cannabis retail segments has a finite shelf life and is subject to obsolescence, expiration, spoilage, shrinkage, unacceptable quality, contamination or other declines in value prior to wholesale or retail sale. We have in the past, and may in the future, be required to record substantial write-downs or impairments related to loss of value in our cannabis inventory. In addition, our facilities may be subject to obsolescence, damage, loss of fair market value or other declines in value. Our operations are subject to environmental and safety laws and regulations concerning, among other things, emissions and discharges to water, air, and land, the handling and disposal of hazardous and non-hazardous materials and wastes, and employee health and safety. We incur ongoing costs and obligations related to compliance with environmental and employee health and safety matters. Failure to obtain an environmental compliance approval under applicable regulations or otherwise comply with environmental and safety laws and regulations may result in additional costs for corrective measures, penalties or restrictions on our manufacturing operations. In addition, changes in environmental, employee health and safety or other laws, more vigorous enforcement thereof, or other unanticipated events could require extensive changes to our operations or give rise to material liabilities, which could have a material adverse effect on our business, financial condition and operations. Over the past several years, changing weather patterns and climatic conditions due to natural and man-made causes have added to the unpredictability and frequency of extreme weather events such as severe weather, heat waves, wildfires, flooding, hailstorms, snowstorms, and the spread of disease and insect infestations. These events could damage, destroy or hinder the operations at our physical facilities, or the facilities of our suppliers or customers, and adversely affect our financial results as a result of decreased production output, increased operating costs or reduced availability of transportation. Government action to address climate change, greenhouse gas (GHG) emissions, water and land use may result in the enactment of additional or more stringent laws and regulations that may require us to incur additional capital expenditures, pay higher taxes, increased transportation costs, or could otherwise adversely affect our financial conditions. In addition, increasingly our employees, customers and investors expect that we minimize the negative environmental impacts of our operations Although we make efforts to create positive impacts where possible and anticipate potential costs associated with climate change, failure to mitigate the risks of climate change and adequately respond to their changing expectations as well as those of governments on environmental matters, could result in missed opportunities, additional regulatory scrutiny, loss of team members, customers and investors, and adverse impact on our brand and reputation. Our success depends in part on our ability to own and protect our trademarks, patents, trade secrets and other intellectual property rights. We rely on certain trade secrets, technical know-how and proprietary information that are not protected by patents to maintain our competitive position. Our trade secrets, technical know-how and proprietary information, which are not protected by patents, may become known to or be independently developed by competitors. Even if we move to protect our intellectual property with trademarks, patents, copyrights or by other means, we are not assured that competitors will not develop similar technology and business methods or that we will be able to exercise our legal rights. Other countries may not protect intellectual property rights to the same standards as does Canada, particularly in the U.S. where cannabis remains federally illegal. Policing the unauthorized use of current or future trademarks, patents, trade secrets or intellectual property rights could be difficult, expensive, time-consuming and unpredictable, as may be enforcing these rights against unauthorized use by others. Actions taken to protect or preserve intellectual property rights may require significant financial and other resources such that said actions may have a materially adverse impact our ability to successfully grow our business. An adverse result in any litigation or defense proceedings could put one or more of the trademarks, patents or other intellectual property rights at risk of being invalidated or interpreted narrowly and could put existing intellectual property applications at risk of not being issued. Any or all of these events could materially and adversely affect our business, financial condition and operations. Given the nature of our product and its lack of legal availability outside of channels approved by the Government of Canada, as well as the concentration of inventory in our facilities, despite meeting or exceeding Health Canada’s security requirements, there remains a risk of shrinkage as well as theft. A security breach at one of our facilities could expose us to additional liability, potentially costly litigation, increased expenses relating to the resolution and future prevention of these breaches and may deter potential customers from choosing our products. In addition, we collect and store personal information about our customers and are responsible for protecting that information from privacy breaches. A privacy breach may occur through procedural or process failure, information technology malfunction, or deliberate unauthorized intrusions. Data theft for competitive purposes, particularly patient lists and preferences, is an ongoing risk whether perpetrated via employee collusion or negligence, or through a deliberate cyber-attack. Any such theft or privacy breach would have a material adverse effect on our business, reputation, financial condition and results of operations. We have in the past, and may in the future, record significant impairments or write-downs of our assets.


 
27 | P a g e We may not be able to successfully identify and execute future acquisitions or dispositions, or to successfully manage the impacts of such transactions on our operations. As a holding company, Aurora Cannabis Inc. is dependent on its operating subsidiaries to pay dividends and other obligations. Furthermore, there are several federal and provincial laws protecting the confidentiality of certain patient health information, including patient records, and restricting the use and disclosure of that protected information. In particular, the privacy rules under the Personal Information Protection and Electronics Documents Act (Canada) (“PIPEDA”), protect medical records and other personal health information by limiting their use and disclosure of health information to the minimum level reasonably necessary to accomplish the intended purpose. If we were found to be in violation of the privacy or security rules under PIPEDA or other laws protecting the confidentiality of patient health information, we could be subject to sanctions and civil or criminal penalties, which could increase our liabilities, harm our reputation, and have a material adverse effect on our business, financial condition and operations. We may be subject to risks related to our information technology systems, including cyber-attacks. We have entered into agreements with third parties for hardware, software, telecommunications and other information technology services in connection with our operations. Our operations depend, in part, on how well we and our suppliers protect networks, equipment, IT systems and software against damage from a number of threats, including, but not limited to, cable cuts, damage to physical plants, natural disasters, intentional damage and destruction, fire, power loss, hacking, computer viruses, vandalism and theft. Our operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures. Any of these and other events could result in information system failures, delays and/or increase in capital expenses. The failure of information systems or a component of information systems, depending on the nature of any such failure, could adversely impact our business, financial condition and operations. Cyber-attacks could result in important remediation costs, increased cybersecurity costs, lost revenues due to a disruption of activities, litigation, and reputational harm affecting customer and investor confidence, which ultimately could materially adversely affect our business, financial condition and operations. In December 2020, the Company was the target of a cybersecurity incident that involved the theft of company information. The subsequent investigation identified that certain personally identifiable information of our employees and consumers was compromised. It also confirmed that our patient database was not compromised, and our performance and financial information was not impacted. All impacted individuals were notified, as were all required government privacy offices. We have not experienced any material losses to date relating to cyber-attacks or other information security breaches, but there can be no assurance that we will not incur such losses in the future. Our risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cybersecurity and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access is a priority. As cyber threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities. Globally, cybersecurity incidents have increased in number and severity and it is expected that these external trends will continue. In response to this incident, or any potential future incident, we may incur substantial costs which may include:  remediation costs, such as liability for stolen information, repairs to system or data damage, or implementation of new security;  measures in response to the evolving security landscape; and  legal expenses, including costs related to litigation, regulatory actions or penalties. We have in the past, and may in the future, seek strategic acquisitions. Our ability to identify and consummate any future potential acquisitions on terms that are favorable to us may be limited by the number of attractive acquisition targets, internal demands on our resources and, to the extent necessary, our ability to obtain financing on satisfactory terms, if at all. Over the past few years, we have completed a number of such acquisitions. Material acquisitions, dispositions, and other strategic transactions involve a number of risks, including: (i) potential disruption of our ongoing business; (ii) distraction of management; (iii) increased financial leverage; (iv) the anticipated benefits and cost savings of those transactions may not be realized fully, or at all, or may take longer to realize than expected; (v) increased scope and complexity of our operations; and (vi) loss or reduction of control over certain of our assets. The presence of one or more material liabilities and/or commitments of an acquired company that are unknown to us at the time of acquisition could have a material adverse effect on our business, financial condition and operations. A strategic transaction may result in a significant change in the nature of our business, operations and strategy. In addition, we may encounter unforeseen obstacles or costs in implementing a strategic transaction or integrating any acquired business into our existing operations. Aurora Cannabis Inc. is a holding company. Essentially all of our operating assets are the capital stock of our subsidiaries and substantially all of our business is conducted through subsidiaries which are separate legal entities. Consequently, our cash flows and ability to pursue future business and expansion opportunities are dependent on the earnings of our subsidiaries and


 
28 | P a g e The price of our Common Shares has historically been volatile. This volatility may affect the value of your investment in Aurora, the price at which you could sell our Common Shares and the sale of substantial amounts of our Common Shares could adversely affect the price of our Common Shares and the value of your convertible debentures/notes. Future sales or issuances of equity securities could decrease the value of our Common Shares, dilute investors’ voting power, and reduce our earnings per share. the distribution of those earnings to us. The ability of these entities to pay dividends and other distributions will depend on their operating results and will be subject to applicable laws and regulations which require that solvency and capital standards be maintained by such companies and contractual restrictions contained in the instruments governing their debt. In the event of a bankruptcy, liquidation or reorganization of any of our subsidiaries, holders of indebtedness and trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us. The market price for Common Shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond our control, including the following:  actual or anticipated fluctuations in our results of operations;  recommendations by securities research analysts;  changes in the economic performance or market valuations of companies in the same industry in which we operate;  addition or departure of our executive officers and other key personnel;  release or expiration of transfer restrictions on outstanding Common Shares;  sales or perceived sales of additional Common Shares;  operating and financial performance that varies significantly from the expectations of management, securities analysts and investors;  regulatory changes affecting the Company’s industry, business and operations;  announcements of developments and other material events by us or our competitors;  fluctuations in the costs of vital production inputs, materials and services;  changes in global financial markets, global economies and general market conditions, such as interest rates and product price volatility;  significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors;  operating and share price performance of other companies that investors deem comparable to us; and  news reports relating to trends, concerns, technological or competitive developments, regulatory changes and other related issues in the Company’s industry or target markets. Financial markets have recently experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of companies and that have often been unrelated to the operating performance, underlying asset values, or prospects of such companies. Such volatility has been particularly evident with regards to the share prices of medical cannabis companies that are public issuers in Canada. Accordingly, the market price of Common Shares may decline even if our operating results, underlying asset values, or prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are lasting and not temporary, which may result in impairment losses. There can be no assurance that continuing fluctuations in share price and volume will not occur. If such increased levels of volatility and market turmoil continue, our operations could be adversely impacted, and the trading price of Common Shares may be materially adversely affected. It is not anticipated that any dividend will be paid to holders of our Common Shares for the foreseeable future. No dividends on our Common Shares have been paid to date. We currently intend to retain future earnings, if any, for future operation and expansion. Our board of directors has the discretion to declare dividends and to prescribe the timing, amount and payment of such dividends. Such decision will depend upon our future earnings, cash flows, acquisition capital requirements and financial condition, and other relevant factors that our Board may deem relevant. We may sell or issue additional equity securities in subsequent offerings (including through the sale of securities convertible into equity securities and the issuance of equity securities in connection with acquisitions). We cannot predict the size of future issuances of equity securities or the size and terms of future issuances of debt instruments or other securities convertible into equity securities or the effect, if any, that future issuances and sales of our securities will have on the market price of our Common Shares. Additional issuances of our securities may involve the issuance of a significant number of Common Shares at prices less than the current market prices. Issuances of a substantial number of Common Shares, or the perception that such issuances could occur, may adversely affect prevailing market prices of our Common Shares. Any transaction involving the issuance of previously authorized but unissued Common Shares, or securities convertible into Common Shares, may result in significant dilution to security holders. Sales of substantial amounts of our securities by us or our existing shareholders, or the availability of such securities for sale, could adversely affect the prevailing market prices for our securities and dilute investors’ earnings per share. Exercises of presently outstanding share options or warrants may also result in dilution to security holders. A decline in the market prices of


 
29 | P a g e Our management will have substantial discretion concerning the use of proceeds from future share sales and financing transactions. The regulated nature of our business may impede or discourage a takeover, which could reduce the market price of our Common Shares and the value of any outstanding convertible debentures/notes. The financial reporting obligations of being a public company and maintaining a dual listing on the TSX and on Nasdaq requires significant company resources and management attention. Failure to develop and maintain an effective system of internal controls increases the risk that we may not be able to accurately and reliably report our financial results or prevent fraud, which may harm our business, the trading price of our Common Shares and market value of other securities. We are a Canadian company and shareholder protections may differ from shareholder protections in the U.S. and elsewhere. our securities could impair our ability to raise additional or sufficient capital through the sale of securities should we desire to do so. Our management will have substantial discretion concerning the use of proceeds from any future share sales and financing transactions, as well as the timing of the expenditure of the proceeds thereof. As a result, investors will be relying on the judgment of management as to the specific application of the proceeds of any future sales. Management may use the net proceeds in ways that an investor may not consider desirable. The results and effectiveness of the application of the net proceeds are uncertain. We require and hold various government licenses to operate our business, which would not necessarily continue to apply to an acquirer of our business following a change of control. These licensing requirements could impede a merger, amalgamation, takeover, or other business combination involving us or discourage a potential acquirer from making a tender offer for our Common Shares, which, under certain circumstances, could reduce the market price of our Common Shares. There is no assurance we will continue to meet the listing standards of Nasdaq and the TSX. We must meet continuing listing standards to maintain the listing of our Common Shares on Nasdaq and the TSX. If we fail to comply with listing standards and Nasdaq and/or the TSX delists our Common Shares, we and our shareholders could face significant material adverse consequences, including:  a limited availability of market quotations for our Common Shares;  reduced liquidity for our Common Shares;  a determination that our Common Shares are “penny stock”, which would require brokers trading in our Common Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Common Shares;  a limited amount of news and analyst coverage of us; and  a decreased ability for us to issue additional equity securities or obtain additional equity or debt financing in the future. As a public company, Aurora is subject to evolving corporate governance and public disclosure regulations that may from time to time increase both our compliance costs and the risk of non-compliance, which could adversely impact the price of our Common Shares. We are subject to the public company reporting obligations under the Exchange Act and the rules and regulations regarding corporate governance practices, including those under the Sarbanes-Oxley Act (“SOX”), the Dodd-Frank Act, and the listing requirements of Nasdaq. We incur significant legal, accounting, reporting and other expenses in order to maintain a dual listing on both the TSX and Nasdaq. Moreover, our listing on both the TSX and Nasdaq may increase price volatility due to various factors, including the ability to buy or sell Common Shares, different market conditions in different capital markets and different trading volumes. In addition, low trading volume may increase the price volatility of our Common Shares. Under Section 404 of SOX, we are required to design, document and test the effectiveness of our internal controls over financial reporting (“ICFR”) during the financial year ended March 31, 2025. ICFR are designed to provide reasonable assurance that our financial reporting is reliable and that its financial statements have been prepared in accordance with IFRS. Regardless of how well controls are designed, internal controls have inherent limitations and can only provide reasonable assurance that the controls are meeting our objectives in providing reliable financial reporting information in accordance with IFRS. Effective internal controls are required for us to provide reasonable assurance that our financial results and other financial information are accurate and reliable. Any failure to design, develop or maintain effective controls, or difficulties encountered in implementing, improving or remediation lapses in internal controls may affect our ability to prevent fraud, detect material misstatements, and fulfill our reporting obligations. As a result, investors may lose confidence in our ability to report timely, accurate and reliable financial and other information, which may expose us to certain legal or regulatory actions, thus negatively impacting our business, the trading process of our Common Shares and market value of other securities. We are organized and exist under the laws of British Columbia, Canada and, accordingly, are governed by the BCBCA. The BCBCA differs in certain material respects from laws generally applicable to U.S. corporations and shareholders, including the


 
30 | P a g e We are a foreign private issuer within the meaning of the rules under the U.S. Exchange Act, and as such is exempt from certain provisions applicable to U.S. domestic issuers. Our employees and counterparties may be subject to potential U.S. entry restrictions as a result of their relationship with us. Participants in the cannabis industry may have difficulty accessing the service of banks and financial institutions, which may make it difficult for us to operate. The Company’s employees, independent contractors and consultants may engage in fraudulent or other illegal activities. provisions and proceedings relating to interested directors, mergers, amalgamations, restructuring, takeovers, shareholders’ suits, indemnification of directors, and inspection of corporation records. Because we are a “foreign private issuer” under the U.S. Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the U.S. that are applicable to U.S. domestic issuers, including:  the rules under the U.S. Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC;  the sections of the U.S. Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of securities registered under the U.S. Exchange Act;  the sections of the U.S. Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and  the selective disclosure rules by issuers of material non-public information under Regulation FD. We are required to file an annual report on Form 40-F with the SEC within three months of the end of each fiscal year. We do not intend to voluntarily file annual reports on Form 10-K and quarterly reports on Form 10-Q in lieu of Form 40-F requirements. For so long as we choose to only comply with foreign private issuer requirements, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information which would be made available to you if you were investing in a U.S. domestic issuer. A foreign visitor who is involved either directly or indirectly in the cannabis industry may be subject to increased border scrutiny when attempting to enter the U.S. Multiple states have legalized aspects of cannabis production, sale and consumption; however, cannabis remains illegal federally in the U.S. The U.S. Customs and Border Protection previously advised that border agents may deem a foreign visitor who is involved, either directly or indirectly, in a state-legal cannabis industry as inadmissible. While unassociated trips to the U.S. may not result in problems entering the U.S., a foreign visitor attempting to enter the U.S. to proliferate cannabis-associated business may be deemed inadmissible, at the discretion of the border agents. As a company with operations in both the U.S. and Canada, inability of our employees or counterparties to enter the U.S. could harm our ability to conduct our business. Because cannabis remains illegal federally in the U.S., U.S. banks and financial institutions remain wary of accepting funds from businesses in the cannabis industry, as such funds may technically be considered proceeds of crime. Consequently, businesses involved in the cannabis industry continue to have trouble establishing banking infrastructure and relationships. The inability or limitation on our ability to open or maintain a bank account in the U.S. or other foreign jurisdictions, obtain other banking services and/or accept credit card and debit card payments may make it difficult to operate and conduct business in the U.S. or other foreign jurisdictions. The Company is exposed to the risk that its employees, independent contractors and consultants may engage in fraudulent or other illegal activity. Misconduct by these parties could include intentional, reckless and/or negligent conduct that violates: (i) government regulations; (ii) manufacturing standards; (iii) federal and provincial healthcare fraud and abuse laws and regulations; or (iv) laws that require the true, complete and accurate reporting of financial information or data. It is not always possible for the Company to identify and deter misconduct by its employees and other third parties, and the precautions taken by the Company to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting the Company from governmental investigations or other actions or lawsuits stemming from a failure to comply with such laws or regulations. If any such actions are instituted against the Company, and it is not successful in defending itself or asserting its rights, those actions could have a significant impact on the Company’s business, including the imposition of civil, criminal and administrative penalties, damages, monetary fines, contractual damages, reputational harm, diminished profits and future earnings, and curtailment of the Company’s operations, any of which could have a material adverse effect on the Company’s business, financial condition and results of operations. Continued volatile global financial and geopolitical conditions may negatively impact the Company. Global financial conditions have been characterized by ongoing volatility. Global financial conditions could suddenly and rapidly destabilize in response to future events, as government authorities may have limited resources to respond to future crises. Global capital markets have continued to display increased volatility in response to global events. Future crises may be precipitated by any number of causes, including natural disasters, geopolitical instability, civil unrest, changes to energy prices or sovereign defaults. Ongoing geopolitical challenges such as the Ukraine-Russia war, conflict in the Middle East, tensions


 
31 | P a g e A period of sustained inflation across the markets in which we operate could result in higher operating costs. Our business may be subject to disruptions as a result of health epidemics and other infectious diseases. The controversy surrounding vaporizers and vaporizer products may materially and adversely affect the market for vaporizer products and expose us to litigation and additional regulation. between the U.S. and China, imposition of new tariffs by the U.S. government and potential significant changes to U.S. trade policies and treaties, and corresponding global trade responses have contributed to volatility in global financial conditions. The new President of the U.S. has recently enacted and proposed to enact significant new tariffs on Canada, Mexico and other countries. Additionally, President Trump has directed various federal agencies to further evaluate key aspects of U.S. trade policy resulting in ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets. The economic impact of tariffs on the Canadian, American and global economy could result in increased volatility in commodity prices and negatively impact capital markets and the ability of the Company to raise funds. In addition to increased volatility in commodity prices, such tariffs could result in increased costs for the Bevo business. Any of these factors could depress economic activity, negatively impact the Company and have a material adverse effect on the business, results of operations, cash flows and financial condition of the Company. The worldwide economy has continued to experience significant inflation and inflationary pressures. Inflation may negatively impact our business, raise cost and reduce profitability. While we have and will continue to take actions, wherever possible, to reduce the impact of the effects of inflation, in the case of sustained inflation across several of the markets in which we operate, it could become increasingly difficult to effectively mitigate the increases to our costs. In addition, the effects of inflation on consumers’ budgets could result in the reduction of our customers’ spending habits. If we are unable to take actions to effectively mitigate the effect of the resulting higher costs, our profitability and financial position could be negatively impacted. A local, regional, national or international outbreak of a contagious disease, such as COVID-19, or the fear of a potential outbreak, could decrease the willingness of the general population to travel, cause staff shortages, reduced customer traffic, supply shortages and increased government regulation all of which may negatively impact the business, financial condition and results of operations of the Company. The risk of a pandemic, or public perception of the risk, could cause customers to avoid public places, including retail properties, and could cause temporary or long-term disruptions in our supply chains and/or delays in the delivery of our inventory. Further, such risks could also adversely affect the financial condition of the Company's customers, resulting in reduced spending for the products we sell. Moreover, an epidemic, pandemic, outbreak or other public health crisis, such as COVID-19, could cause employees to avoid Company properties, which could adversely affect the Company’s ability to adequately staff and manage its businesses. “Shelter-in-place” or other such orders by governmental entities could also disrupt our operations, if employees who cannot perform their responsibilities from home, are not able to report to work. Risks related to an epidemic, pandemic or other health crisis could also lead to the complete or partial closure of one or more of our stores, facilities or operations of the Company’s sourcing partners. The ultimate extent of the impact of any epidemic, pandemic or other health crisis on our business, financial condition and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of such epidemic, pandemic or other health crisis and actions taken to contain or prevent their further spread, among others. These and other potential impacts of an epidemic, pandemic or other health crisis, such as COVID-19, could therefore materially and adversely impact our business, financial condition and results of operations. There have been a number of highly publicized cases involving lung and other illnesses and deaths that appear to be related to vaporizer devices and/or products used in such devices (such as vaporizer liquids). The focus is currently on the vaporizer devices, the manner in which the devices were used and the related vaporizer device products - THC, nicotine, other substances in vaporizer liquids, possibly adulterated products and other illegal unlicensed cannabis vaporizer products. Some states, provinces, territories and cities in Canada and the U.S. have already taken steps to prohibit the sale or distribution of vaporizers, restrict the sale and distribution of such products or impose restrictions on flavors or use of such vaporizers. This trend may continue, accelerate and expand. Cannabis vaporizers in Canada are regulated under the Cannabis Act and Cannabis Regulations. Negative public sentiment may prompt regulators to decide to further limit or defer the industry’s ability to sell cannabis vaporizer products, and may also diminish consumer demand for such products. For instance, Health Canada has proposed new regulations that would place stricter limits on the advertising and promotion of vaping products and make health warnings on vaping products mandatory, although such regulations explicitly exclude cannabis and cannabis accessories. The provincial governments in Quebec, Alberta and Newfoundland and Labrador have imposed provincial regulatory restrictions on the sale of cannabis vape products. These actions, together with potential deterioration in the public’s perception of cannabis containing vaping liquids, may result in a reduced market for our vaping products. There can be no assurance that we will be able to meet any additional compliance requirements or regulatory restrictions, or remain competitive in face of unexpected changes in market conditions. This controversy could well extend to non-nicotine vaporizer devices and other product formats. Any such extension could materially and adversely affect our business, financial condition, operating results, liquidity, cash flow and operational performance. Litigation pertaining to vaporizer products is accelerating and that litigation could potentially expand to include our products, which would materially and adversely affect our business, financial condition, operating results, liquidity, cash flow and operational performance.


 
32 | P a g e We must rely largely on our own market research and internal data to forecast sales and market demand and market prices which may differ from our forecasts. The Canadian excise duty framework affects profitability. We may hedge or enter into forward sales, which involves inherent risks. DIVIDENDS AND DISTRIBUTIONS DESCRIPTION OF CAPITAL STRUCTURE Common Shares Vaporizers, electronic cigarettes and related products were recently developed and therefore the scientific or medical communities have had a limited period of time to study the long-term health effects of their use. Currently, there is limited scientific or medical data on the safety of such products for their intended use and the medical community is still studying the health effects of the use of such products, including the long-term health effects. If the scientific or medical community were to determine conclusively that use of any or all of these products pose long-term health risks, market demand for these products and their use could materially decline. Such a determination could also lead to litigation, reputational harm and significant regulation. Loss of demand for our product, product liability claims and increased regulation stemming from unfavorable scientific studies on cannabis vaporizer products could have a material adverse effect on our business, results of operations and financial condition. Due to the early stage of the cannabis industry, together with recent and ongoing regulatory and policy changes in the medical and adult-use cannabis industries, laws that prevent widespread participation in and otherwise hinder market research in the medical and adult-use cannabis industry, and unreliable levels of market supply, the market data available for forecasting sales is limited and unreliable. As a result, we rely largely on our own market research and internal data to forecast industry trends and statistics as detailed forecasts are, with certain exceptions, not generally available from other sources. A failure in the demand for our products to materialize as a result of competition, technological change, change in the regulatory or legal landscape or other factors could have a material adverse effect on our business, financial condition and results of operations. Canada’s excise duty framework imposes an excise duty and various regulatory-like restrictions on certain cannabis products sold in Canada. We currently hold licenses issued by the CRA required to comply with this excise framework. Any change in the rates or application of excise duty to cannabis products sold by us in Canada, and any restrictive interpretations by the CRA or the courts of the provisions of the Excise Act, 2001 (which may be different than those contained in the Cannabis Act) may affect our profitability and ability to compete in the market. We may hedge or enter into forward sales of our forecasted right to purchase cannabis. Hedging involves certain inherent risks including: (i) credit risk (the risk that the creditworthiness of a counterparty may adversely affect its ability to perform its payment and other obligations under its agreement with us or adversely affect the financial and other terms the counterparty is able to offer us); (ii) market liquidity risk (the risk that we have entered into a hedging position that cannot be closed out quickly, by either liquidating such hedging instrument or by establishing an offsetting position); and (iii) unrealized fair value adjustment risk (the risk that, in respect of certain hedging products, an adverse change in market prices for cannabis will result in us incurring losses in respect of such hedging products as a result of the hedging products being out-of-the-money on their settlement dates). There can be no assurance that a hedging program designed to reduce the risks associated with price fluctuations will be successful. Although hedging may protect us from adverse changes in price fluctuations, it may also prevent us from fully benefitting from positive changes in price fluctuations. Aurora has not declared nor paid any cash dividends on any of its issued shares since its inception. Other than requirements imposed under applicable corporate law, there are no restrictions on the Company’s ability to pay dividends under the Company’s constating documents. The Company’s authorized share capital consists of an unlimited number of Common Shares without par value, an unlimited number of Class A shares with a par value of $1.00 each, and an unlimited number of Class B shares with a par value of $5.00 each. Each Common Share carries the right to attend and vote at all general meetings of shareholders. Holders of Common Shares are entitled to receive on a pro rata basis such dividends, if any, as and when declared by the Board at its discretion from funds legally available for the payment of dividends and upon the liquidation, dissolution or winding up of the Company such are entitled to receive on a pro rata basis the net assets of the Company after payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares ranking senior in priority to or on a pro rata basis with the holders of Common Shares with respect to dividends or liquidation. The Common Shares do not carry any pre-emptive, subscription, redemption or conversion rights, nor do they contain any sinking or purchase fund provisions.


 
33 | P a g e Class B Shares MARKET FOR SECURITIES Trading Price and Volume Class A shares may be issued from time to time in one or more series, and the directors may fix from time to time before such issue the number of Class A shares of each series and the designation, rights and restrictions attached thereto including any voting rights, dividend rights, redemption, purchase or conversion rights, sinking fund or other provisions. The Class A shares rank in priority over Common Shares and any other shares ranking by their terms junior to the Class A shares as to dividends and return of capital upon liquidation, dissolution or winding up of the Company or any other return of capital or distribution of the assets of the Company. Class B shares may be issued from time to time in one or more series, and the directors may fix from time to time before such issue the number of Class B shares of each series and the designation, rights and privileges attached thereto including any voting rights, dividend rights, redemption, purchase or conversion rights, sinking fund or other provisions. The Class B shares rank in priority over Common Shares and any other shares ranking by their terms junior to the Class B shares as to dividends and return of capital upon liquidation, dissolution or winding up of the Company or any other return of capital or distribution of the assets of the Company. As of May 31, 2025, being the most recently completed month prior to the date of this AIF, there were 56,242,436 Common Shares issued and outstanding and 66,159,837 on a fully diluted basis. No Class A shares or Class B shares are issued or outstanding. As of May 31, 2025, the dilutive securities are summarized as follows: Security Type Common Shares Issuable (#) Exercise price (average) ($) Cash proceeds or debt reduction if exercised ($) Warrants(1) 7,056,182 $44.33 $312,776,380 Stock Options 1,738,136 $61.97 $107,711,099 Restricted Share Units (“RSUs”)(2) 724,778 N/A - Performance Share Units (“PSUs”)(2) 341,549 N/A - Deferred Share Units (“DSUs”)(2) 56,755 N/A - Notes: (1) Details of warrants outstanding: (i) 11,741 common share purchase warrants exercisable at a price of $111.06 until November 30, 2025; (ii) 7,040,875 common share purchase warrants exercisable at a price of $44.03 until June 1, 2025; and (iii) 3,567 common share purchase warrants exercisable at a price of $418.80 until July 31, 2025. (2) RSUs, PSUs and DSUs do not have an exercise price and no cash proceeds are required upon release of the units. The Company’s Common Shares have been listed on the TSX under the trading symbol “ACB” since July 24, 2017. The following table sets forth information relating to the trading of the Common Shares on the TSX for the months indicated. Month TSX Price Range High ($) Low ($) Total Volume April 2024 $12.65 $5.81 80,689,612 May 2024 $10.34 $8.42 36,710,387 June 2024 $8.35 $6.32 12,047,222 July 2024 $8.58 $6.18 20,651,756 August 2024 $9.66 $8.00 18,074,668 September 2024 $8.11 $7.33 8,564,948 October 2024 $8.43 $7.25 10,168,569 November 2024 $8.46 $5.83 11,775,122 December 2024 $6.50 $5.88 7,204,357 January 2025 $6.80 $5.28 7,137,637 February 2025 $9.90 $4.95 19,175,200 March 2025 $7.35 $6.04 9,130,900 In the U.S., the Common Shares have been listed on Nasdaq since May 25, 2021. The following table sets forth information relating to the trading of the Common Shares on Nasdaq for the months indicated. Month Nasdaq Price Range High (US $) Low (US $) Total Volume April 2024 $9.23 $4.31 328,049,413 $7.61 $6.15 93,272,269 $6.09 $4.62 21,900,014 May 2024 June 2024 Class A Shares


 
34 | P a g e Prior Sales Month Nasdaq Price Range High (US $) Low (US $) Total Volume July 2024 $6.25 $4.52 34,031,597 August 2024 $7.05 $5.54 34,171,407 September 2024 $6.08 $5.41 15,044,501 October 2024 $6.10 $5.32 20,346,531 November 2024 $6.11 $4.18 25,302,315 December 2024 $4.63 $4.10 13,859,176 January 2025 $4.70 $3.65 14,397,529 February 2025 $6.91 $3.42 137,979,900 March 2025 $5.29 $4.20 24,479,900 During the fiscal year ended March 31, 2025, the Company issued the following securities, which are convertible into Common Shares but are not listed or quoted on a marketplace: Date of Issuance Type of Security Issued Number of Common Shares Issuable Upon Exercise or Conversion Exercise or Conversion Price Per Common Share April 4, 2024 RSU Release 2,903 $82.20 June 28, 2024 RSU Release 85,904 $7.60 June 28, 2024 RSU Release 14,890 $85.00 June 28, 2024 RSU Release 27 $126.10 July 31, 2024 RSU Release 11,256 $7.60 August 16, 2024 Stock Options 20,317 $4.11 August 19, 2024 RSU Release 4,010 $7.60 August 19, 2024 RSU Release 12,070 $18.70 August 19, 2024 RSU Release 578 $33.20 August 19, 2024 RSU Release 243 $82.20 September 25, 2024 RSU Release 157,814 $18.70 September 30, 2024 Stock Options 7,148 $4.11 October 1, 2024 RSU Release 11,300 $82.20 October 8, 2024 RSU Release 2,903 $82.20 November 18, 2024 RSU Release 745 $19.20 January 20, 2025 PSU Release 441 $18.70 January 20, 2025 PSU Release 1,428 $7.60 January 20, 2025 RSU Release 688 $18.70 January 20, 2025 RSU Release 3,590 $7.60 February 18, 2025 RSU Release 7,755 $7.60 February 18, 2025 RSU Release 53 $82.20 February 21, 2025 DSU Release 55 $949.20 February 21, 2025 DSU Release 50 $901.20 February 21, 2025 DSU Release 60 $217.20 February 21, 2025 DSU Release 68 $192.70 February 21, 2025 DSU Release 86 $152.50 February 21, 2025 DSU Release 130 $100.90 February 21, 2025 DSU Release 98 $134.60 February 21, 2025 DSU Release 81 $124.20 February 21, 2025 DSU Release 185 $116.90 February 21, 2025 DSU Release 117 $112.40 February 21, 2025 DSU Release 188 $112.80 February 21, 2025 DSU Release 418 $82.20 February 21, 2025 DSU Release 157 $83.70 February 21, 2025 DSU Release 290 $73.40 February 21, 2025 DSU Release 270 $48.60 February 21, 2025 DSU Release 332 $52.70 February 21, 2025 DSU Release 551 $23.80


 
35 | P a g e Date of Issuance Type of Security Issued Number of Common Shares Issuable Upon Exercise or Conversion Exercise or Conversion Price Per Common Share February 21, 2025 DSU Release 921 $19.00 February 21, 2025 DSU Release 1,834 $16.70 February 21, 2025 DSU Release 2,180 $17.20 February 21, 2025 DSU Release 1,458 $12.00 February 21, 2025 DSU Release 3,233 $11.60 February 21, 2025 DSU Release 1,882 $9.30 February 21, 2025 Stock Options 84,196 $4.11 February 24, 2025 PSU Release 15,416 $18.70 February 24, 2025 RSU Release 37,684 $18.70 March 11, 2025 Earnout Release 1,190,432 $6.26 ESCROWED SECURITIES The Company had no escrowed securities, or securities that are subject to a contractual restriction on transfer, outstanding as at March 31, 2025. DIRECTORS AND OFFICERS Name, Occupation and Security Holding The following table sets forth information regarding our directors and executive officers. Each of the directors is elected to hold office until the next annual meeting of the Company or until a successor is duly elected or appointed. Name, Municipality of Residence and Position with the Company Director or Officer Since Principal Occupation(s) for the Last Five Years(1) Miguel Martin Virginia, USA Chief Executive Officer and Director July 2020(2) Chief Executive Officer of Aurora since September 2020; Executive Chairman of Aurora since September 2024; Chief Commercial Officer of Aurora (July 2020 to September 2020) Ron Funk(3)(4)(5) Ontario, Canada Independent Chairman July 2018 Lead Independent Director of Aurora since September 2024; former Chairman of the Board of Aurora (May 2021 to September 2024); owner of Funk Consulting (May 2009 to July 2020) Michael Singer(3)4) Québec, Canada Independent Director May 2016 Director, consultant and entrepreneur (CPA, CGA); former Executive Chairman (July 2018 to May 2021) and Interim CEO (February 2020 to September 2020) Norma Beauchamp(3)(5) Ontario, Canada Independent Director July 2018 Retired; independent director Theresa Firestone(3)(4) Ontario, Canada Independent Director July 2021 Retired; former Senior Vice President, Health and Wellness at Shoppers Drug Mart (January 2019 to April 2021) Chitwant Kohli(3)(5) Ontario, Canada Independent Director January 2022 Retired; independent director Rajesh Uttamchandani Ontario, Canada (4)(5) Independent Director May 2024 Chief People Officer at ApplyBoard (2022 to April 2024); former Chief Operating Officer and Chief People Officer at MaRS Discovery District (2020 to 2022); former Chief Human Resources Officer and Managing Director at ZAFIN (2015 to 2020) Simona King Maryland, USA Chief Financial Officer February 2024 Chief Financial Officer of Aurora since February 2024; former Chief Financial Officer at Passage Bio (2021 to 2023); Chief Financial Officer at Tmunity (2020 to 2021); VP, FP&A and Assistant Treasurer, Finance at Emergent BioSolutions (2019 to 2020); former Executive Director, Head of Finance (and earlier roles) at Bristol Myers Squibb (2000 to 2019) Nathalie Clark Ontario, Canada EVP, General Counsel and Corporate Secretary March 2022 EVP, General Counsel and Corporate Secretary of Aurora; former General Counsel and Corporate Secretary at Computershare Trust Company of Canada (August 2020 to March 2022); former Vice-President, HR at TD Bank Group (August 2017 to August 2020)


 
36 | P a g e Name, Municipality of Residence and Position with the Company Director or Officer Since Principal Occupation(s) for the Last Five Years(1) Alex Miller Ontario, Canada EVP, Operations and Supply Chain May 2021 EVP, Operations and Supply Chain of Aurora; former Vice-President, Operations at MAV Beauty Brands Inc. (August 2020 to May 2021); former SVP Operations at Kruger Tissue Products Inc. (September 2018 to February 2020) Lori Schick Ontario, Canada EVP, Human Resources May 2021 EVP, Human Resources of Aurora; former Senior Vice President and Head of People at Holt, Renfrew & Co. (March 2018 to May 2021) Andre Jerome Québec, Canada EVP, Global Business Development November 2019 Executive Vice-President, Global Business Development; former Chief Integrations Officer of Aurora (November 2019 to June 2020); former SVP Integrations of the Company (February 2018 to November 2019) Notes: (1) The information as to the principal occupation, business or employment is not within the knowledge of the Company and has been furnished by each respective director or officer. (2) Miguel became an officer of the Company in July 2020 and was appointed to the Board on September 8, 2020. (3) Member of the Audit Committee. (4) Member of the Human Resources and Compensation Committee (5) Member of the Nominating and Corporate Governance Committee As of the date of this AIF, our directors and executive officers, as a group, beneficially own, directly or indirectly, or exercise control or direction over approximately 228,039 Common Shares, representing approximately 0.4% of the issued and outstanding Common Shares. The statement as to the number of Common Shares beneficially owned directly or indirectly, or over which control or direction is exercised by the directors and executive officers of the Company as a group is based upon information furnished by the directors and executive officers. Cease Trade Orders, Bankruptcies, Penalties or Sanctions No director or executive officer of the Company is, as at the date of this AIF, or has been within 10 years before the date of this AIF, a director, chief executive officer or chief financial officer of any company (including the Company), that: (a) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer, or (b) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer. No director or executive officer of the Company, nor a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company: (a) is, as at the date of this AIF, or has been within 10 years before the date of this AIF, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) has, within 10 years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director. No director or executive officer of the Company has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director. Conflicts of Interest The Company’s directors and officers may serve as directors or officers, or may be associated with, other reporting companies, or have significant shareholdings in other public companies. To the extent that such other companies may participate in business or asset acquisitions, dispositions, or ventures in which the Company may participate, the directors and officers of the Company may have a conflict of interest in negotiating and concluding terms respecting the transaction. If a


 
37 | P a g e conflict of interest arises, the Company will follow the provisions of the BCBCA dealing with conflict of interest. These provisions state that where a director has such a conflict, that director must, at a meeting of the Company’s directors, disclose his or her interest and refrain from voting on the matter unless otherwise permitted by the BCBCA. In accordance with the laws of the Province of British Columbia, the directors and officers of the Company are required to act honestly, in good faith, and the best interest of the Company. LEGAL PROCEEDINGS AND REGULATORY ACTIONS Other than as described below, during the financial year ended March 31, 2025, there have been no material legal proceedings to which the Company is or was a party or of which any of its property is or was the subject of that involves claims for damages, and the Company is unaware of any such proceedings being contemplated.  On November 21, 2019, a purported class action proceeding was commenced in the United States District Court for the District of New Jersey against the Company and certain of its current and former directors and officers on behalf of persons or entities who purchased, or otherwise acquired, publicly traded Aurora securities between October 23, 2018 and February 6, 2020. The court approved a settlement of U.S.$8.0 million in January 2025 which was covered by the Company’s insurance. This matter is now concluded.  On June 15, 2020, a claim was filed in the Court of King's Bench of Alberta against Aurora and a former officer alleging breach of obligations under a term sheet, with the plaintiff seeking $18 million in damages. While this matter is ongoing, the Company believes the action to be without merit and intends to continue to defend the claim.  On June 16, 2020, the Company and its subsidiary, ACE, were named in a purported class action proceeding in the Province of Alberta in relation to the alleged mislabeling of cannabis products with inaccurate THC/CBD content. The class action involved a number of other parties including Aleafia Health Inc., Hexo Corp. and Tilray Canada Ltd., among others. The plaintiffs filed a Discontinuance of Claim for this matter during fiscal 2025 and, as such, this claim is no longer active.  On August 10, 2020, a purported class action lawsuit was filed with the King's Bench of Alberta against Aurora and certain executive officers in the Province of Alberta on behalf of persons or entities who purchased, or otherwise acquired, publicly traded Aurora securities and suffered losses as a result of Aurora releasing statements containing misrepresentations during the period of September 11, 2019 and December 21, 2019. Plaintiff and defendant have each prepared factums for a leave application. Prior to the hearing, the defendants filed a request for adjournment and leave to amend their pleadings. The amended Statement of Claim was filed on March 8, 2024. The Company has filed a motion to strike the amendment, and the motion to strike was heard the week of November 18, 2024. We continue to await the judge’s decision. The Company disputes the allegations and intends to vigorously defend against the claims.  On January 4, 2021, a civil claim was filed with the King’s Bench of Alberta against Aurora and Hempco by a former landlord regarding unpaid rent in the amount of $8.9 million, representing approximately $0.4 million for rent in arrears and costs, plus $8.5 million for loss of rent and remainder of the term. The Company filed a statement of defence on March 24, 2021. Plaintiffs brought an application seeking summary judgment as against the Company and the Company has filed affidavit evidence in response. Cross-examinations for the Company’s affiants and for plaintiff’s affiant have been completed. While this matter is ongoing, the Company intends to continue to defend against the claims.  On November 15, 2022, the Company, its subsidiary ACE, and MedReleaf Corp. (which amalgamated with ACE in July 2020) were named in a purported class action proceeding in the Ontario Superior Court of Justice. The purported class action claims that the Company failed to warn of certain risks purported to be associated with the consumption of cannabis. On May 14, 2025 Justice Leiper approved an order certifying the proceeding as a class. The parties mutually agreed to certify a narrower claim and a consent certification. In consenting to this procedural step, Aurora did not admit liability, which will be vigorously defended against in the proceedings. The Company intends to continue to defend against the claim. The Company is subject to litigation and similar claims in the ordinary course of our business, including claims related to employment, human resources, product liability and commercial disputes. The Company has received notice of, or are aware of, certain possible claims against us where the magnitude of such claims is negligible, or it is not currently possible for us to predict the outcome of such claims, possible claims or lawsuits due to various factors including: the preliminary nature of some claims; an incomplete factual record; and the unpredictable nature of opposing parties and their demands. Management is of the opinion, based upon legal assessments and information presently available, that it is unlikely that any of these claims would result in liability to the Company, to the extent not provided for through insurance or otherwise, would have a material effect on the consolidated financial statements, other than the claims described above. During the last fiscal financial year, there have not been any penalties or sanctions imposed against the Company by a court relating to provincial and territorial securities legislation or by a securities regulatory authority, nor have there been any other penalties or sanctions imposed by a court or regulatory body against the Company, and the Company has not entered into any settlement agreements before a court relating to provincial and territorial securities legislation or with a securities regulatory authority.


 
38 | P a g e TRANSFER AGENT AND REGISTRARS MATERIAL CONTRACTS INTEREST OF EXPERTS Name of Experts Interests of Experts AUDIT COMMITTEE Composition of the Audit Committee Other than as disclosed elsewhere in this AIF and in the consolidated financial statements of the Company for the financial year ended March 31, 2025, to the best of the Company’s knowledge, none of the directors or executive officers of the Company, or any shareholders who beneficially own, control or direct, directly or indirectly, more than 10% of the Company’s outstanding Common Shares, or any known associates or affiliates of such persons, had any material interests, direct or indirect, in any transaction within the three most recently completed financial years or during the current year that has materially affected or is reasonably expected to materially affect the Company. The Company’s Registrar and Transfer Agent is Computershare Investor Services Inc., located at 510 Burrard Street, 3rd Floor, Vancouver, British Columbia, V6C 3B9. On February 6, 2025, the Company entered into a material supply agreement with SNDL (the “SNDL Agreement”), under which SNDL is expected to supply the Company with premium cannabis flower. The term of the SNDL Agreement is for three years with an option to extend and an estimated value of $27 million. A copy of the SNDL Agreement has been filed on Aurora's SEDAR+ profile at www.sedarplus.ca. Other than the SNDL Agreement and contracts entered into in the ordinary course of business, the Company has not entered into any other material contracts within the most recently completed financial year or previous to the most recently completed financial year, that are still in effect. The following are the persons or companies who were named as having prepared or certified a statement, report or valuation in this AIF either directly or in a document incorporated by reference and whose profession or business gives authority to the statement, report or valuation made by the person or company.  Ernst & Young, the Company’s independent auditors for the financial year ended March 31, 2025, have prepared an independent audit report dated June 17, 2025 in respect of the Company’s audited consolidated financial statements for the financial year ended March 31, 2025.  KPMG LLP, the Company’s former independent auditors for the financial year ended March 31, 2024, have prepared an independent audit report dated June 17, 2025 in respect of the Company’s audited consolidated financial statements for the financial year ended March 31, 2024. Ernst & Young LLP, auditors of the Company for the financial year ended March 31, 2025 and KPMG LLP, auditors for the financial year ended March 31, 2024, have both confirmed that they are independent of the Company within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations and also that they are independent accountants with respect to the Company under all relevant U.S. professional and regulatory standards. The Company’s audit committee (the “Audit Committee”) has various responsibilities as set forth in NI 52-110, concerning constitution of its Audit Committee and its relationship with its independent auditor and, among such responsibilities, being a requirement that the Audit Committee establish a written charter that sets out its responsibilities. A copy of the charter of the Audit Committee is available as Schedule “A” to this AIF. As of the date of this AIF, the Company’s Audit Committee is composed of the following members, each of whom is “independent” within the meaning of NI 51-110. Member Financially Literate (Y/N)(1) Relevant Education and Experience Chitwant Kohli (Chair) Y Mr. Kohli is a chartered professional accountant in Canada and has held that designation since 1991. He is retired, following a career as a senior financial executive with significant experience in finance, strategic planning, real estate, and operations. He is considered a “Financial Expert” as defined by the SEC. INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS


 
39 | P a g e Audit Committee Oversight Reliance on Certain Exemptions Pre-Approval Policies and Procedures External Auditor Service Fees (by category) Member Financially Literate (Y/N)(1) Relevant Education and Experience Michael Singer Y Mr. Singer has extensive financial management and capital markets experience in the pharmaceutical and medical cannabis industries. He formerly acted as Aurora’s Interim CEO (February 2020 to September 2020) and Executive Chairman (until May 2021). In addition, he acted as the Chief Financial Officer of Nasdaq-listed Clementia Pharmaceuticals Inc., a Montreal based clinical stage biopharmaceutical company from May 2015 until July 2018. From May 2014 until June 2015, he was Chief Financial Officer of Bedrocan Cannabis Corp. Mr. Singer holds a Graduate Diploma in Public Accounting from McGill University and a Bachelor of Commerce from Concordia University. He is considered a “Financial Expert” as defined by the SEC. Ron Funk Y Mr. Funk holds an MBA from Kellogg-Schulich and an ICD.D designation through the Institute of Corporate Directors. He has been providing consulting services since 2009, and previously served on the Board of MedReleaf prior to its acquisition by the Company, where he served as a member of its audit committee. Theresa Firestone Y Ms. Firestone is a distinguished former senior healthcare executive with leadership positions in Canada, Europe and Asia. Her experience includes over 15 years of international P&L management, 15 years in senior roles at Pfizer Inc., over ten years at the Ontario Ministry of Health and seven years in retail and health and wellness. She obtained a Bachelor of Applied Science from the University of Guelph and completed the Pfizer Executive Leadership Program at Harvard Business School in 1999. Norma Beauchamp Y Ms. Beauchamp has over three decades’ of experience in the corporate and non-profit sectors, having held senior leadership positions in Canada and Germany. She obtained a Bachelor of Business Administration in Marketing from Bishop’s University, and holds an ICD.D designation through the Institute of Corporate Directors. Note (1) Pursuant to NI 51-110, an individual is financially literate if he has the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements. The Audit Committee has not made any recommendations to the Board to nominate or compensate any auditor other than Ernst & Young for the financial year ended March 31, 2025. At no time has the Company relied on an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110. The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services, other than as set out in the Audit Committee charter. The Audit Committee has reviewed the nature and amount of the audit services provided by Ernst & Young and KPMG LLP to the Company to ensure auditor independence. The aggregate fees billed by the Company’s external auditor and former auditor during the financial years ended March 31, 2025 and March 31, 2024 are as follows: Financial Period Ending Audit Fees ($)(1) Audit Related Fees ($)(2) Tax Fees ($)(3) All Other Fees ($)(4) 2025 4,658,658 - 10,250 - 2024 3,629,767 - 271,887 - Notes (1) “Audit Fees” includes fees (and out-of-pocket expenses) for the performance of the annual audit and quarterly reviews of the financial statements, which includes the audit of significant transactions and matters, and reviews of prospectus and financing documents including related assistance to underwriters, as well as audits of statutory financial statements for subsidiaries (2) “Audit-Related Fees” includes fees for assurance or accounting related services that have not been reflected under (1). (3) “Tax Fees” includes fees for tax compliance and tax advice. (4) “All Other Fees” refers to fees for ad hoc projects, which include reviews of prospectus and financing documents.


 
40 | P a g e ADDITIONAL INFORMATION Additional information relating to the Company is available under the Company’s profile on SEDAR+ at www.sedarplus.ca. Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities, and securities authorized for issuance under the Company’s equity compensation plans, as applicable, is contained in the Company’s management information circular for its most recent annual general meeting. Additional financial information is provided in the Company’s audited consolidated financial statements and management’s discussion and analysis for the financial year ended March 31, 2025 which may be obtained upon request from Aurora’s head office, or may be viewed on the Company’s website https://www.auroramj.com/investors/.


 
41 | P a g e Purpose The primary purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Aurora Cannabis Inc. (“Aurora” or the “Company”) is to act on behalf of the Board in fulfilling the Board’s oversight responsibilities with respect to: (i) the integrity of the Company’s financial statements; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the independent auditor’s qualifications and independence; (iv) the performance of the Company’s internal audit function and independent auditor; (v) the adequacy of the Company’s system of internal controls over financial reporting; and (vi) treasury matters, including debt and equity and risk financing decisions and the maintenance of adequate liquidity. The policy of the Committee, in discharging these obligations, shall be to maintain and foster an open avenue of communication between the Committee, the Auditors, and the Company’s financial management teams. Composition The Committee shall consist of at least three (3) members of the Board and shall satisfy the independence and financial literacy requirements imposed by the applicable securities legislation and by any stock exchange policies on which any of the Company’s capital stock is listed, including any exceptions permitted by such requirements. Term of Office The members of the Committee will be appointed or re-appointed by the Board on an annual basis. Each member of the Committee will continue to be a member thereof until such member’s successor is appointed, or until such member resigns or is removed by the Board. The Board may remove or replace any member of the Committee at any time. However, a member of the Committee will automatically cease to be a member of the Committee upon either ceasing to be a director of the Board or ceasing to meet the requirements established, from time to time, by any regulators. Vacancies on the Committee will be filled by the Board. Chair The Board will appoint the Chair of the Committee annually, to be selected from the members of the Committee. If, in any year, the Board does not make an appointment of the Chair, the incumbent Chair will continue in office until that Chair’s successor is appointed. Meetings and Minutes The Committee will meet at least once during each fiscal quarter and hold such meetings as its members shall deem necessary or appropriate. The Committee will allocate sufficient time at the end of each regular meeting for an in camera session with the Committee alone and executive sessions with management, as required, in order to discuss matters that the Company believes should be discussed privately, and may otherwise meet without management being present, as necessary. Minutes of each meeting of the Committee shall be prepared and distributed to each director of the Company. Quorum A quorum at any meeting will be a simple majority of Committee members, provided that if the number of Committee members is an even number, one half of the number plus one shall constitute a quorum. Duties and Responsibilities The Committee is appointed by the Board to oversee the accounting and financial reporting process of the Company and audits of the financial statements of the Company. The Committee’s primary duties and responsibilities are to: Interaction with the Independent Auditor: (a) Appointment and Oversight. The Committee is directly responsible for the appointment, compensation, retention and oversight of the work of the independent auditor (including resolution of any disagreements between Company management and the independent auditor regarding financial reporting) and any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or related work or performing the audit, review or attest services for the Company, and the independent auditor and such other registered public accounting firm must report directly to the Committee. The Committee must pre-approve any audit and non-audit service provided to the Company by the independent auditor, unless the engagement is entered into pursuant to appropriate preapproval authority delegated to the Chair of the Committee under policies established by the Committee. Any services pre- SCHEDULE “A”: AUDIT COMMITTEE CHARTER


 
42 | P a g e approved by the Chair must be ratified by the full Committee at its next regularly scheduled meeting. (b) Annual Report on Independence and Quality Control. The Committee must, as least annually, obtain and review a report from the independent auditor describing: (i) The auditing firm’s internal quality-control procedures; (ii) Any material issues raised by the most recent internal quality-control review or peer review of the auditing firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years relating to any independent audit conducted by the auditing firm, and any steps taken to deal with any such issues; and (iii) All relationships and services between the independent auditor and the Company in order to assess the independent auditors’ independence. Annual Financial Statements and Annual Audit (c) Audit Problems. The Committee must discuss with the independent auditor any audit problems or difficulties and management’s response. (d) Annual Financial Statements and Annual Report on Form 40-F. The Committee must review and discuss the annual audited financial statements with management and the independent auditor, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Company’s attestation on the adequacy of internal controls over financial reporting. (e) Committee Report. The Committee must provide the Company with the report of the Committee with respect to the audited financial statements for inclusion in each of the Company’s annual proxy statements. Quarterly Interim Financial Statements (f) Quarterly Interim Review. The Committee must review and discuss the quarterly interim financial statements with management and the independent auditor, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (g) Approval. The Committee, as delegated by the Board, has the authority to approve the quarterly interim financial statements and accompanying “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the first three quarters of each fiscal year, as permitted by statute. Other Duties and Responsibilities (h) Compliance, Risk and Assurance. The Compliance Risk and Assurance (“CRA”) function provides management and the Committee with ongoing assessment and information regarding the Company’s risk management processes and system of internal control, including the delivery of internal audit services and assurance projects. CRA will report functionally to the Committee and administratively to the EVP, General Counsel and Corporate Secretary. Oversight responsibilities of the Committee include: (i) Implementation. The Committee must assist with Board oversight of the design and implementation of the CRA function. (ii) Risk Assessment, Risk Management and Compliance. The Committee must discuss the Company’s policies with respect to risk assessment, risk management and compliance with relevant laws and regulations. (iii) Enterprise Risk and Assurance Charter. The Committee must approve the Enterprise Risk and Assurance Charter, any significant revisions thereto, as well as receive communication from the function’s leadership at least annually, confirming the scope, mandate, and independence of the CRA function. (iv) Internal Control over Financial Reporting. The Committee must review management’s assessment of the adequacy and effectiveness of the organization’s system of internal control and management information systems through discussion with management, CRA, and the external auditor, including the adequacy of processes for assessing the risk of material misstatement of the financial statements and for detecting control weaknesses or fraud to ensure the organization meets its obligations under the Sarbanes-Oxley Act to support Section 404 Chief Executive Officer and Chief Financial Officer certifications. (v) Annual Risk-Based Audit and Advisory Plan. The Committee must annually approve the annual Risk-Based Audit and Advisory Plan and associated budget, which includes the planned projects for the upcoming fiscal year, as well as any significant changes to the plan during the fiscal year to accommodate changes in circumstances and any ad-hoc Committee or management requests. (vi) Quarterly Reporting. The Committee must receive quarterly communications from the function’s leadership on performance relative to the Risk-Based Audit and Advisory Plan, results of planned projects, the ERM Framework, selected risk mitigation plans and strategies, corporate compliance, and other matters. (vii) Function Performance. The Committee must annually assess the effectiveness of the CRA function, provide


 
43 | P a g e input into the performance appraisal process for the Head of the CRA function (“CRA Lead”) and approve any decisions regarding the appointment and removal of the CRA Lead. (i) Review of Earnings Releases. The Committee must discuss the Company’s earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies. (j) Oversight of Treasury Functions. The committee must provide oversight of liquidity and broader balance sheet management by the Company, including debt and equity financing decisions. (k) Oversight of Investments and Investment Policy. The Committee must provide oversight of investments and an investment policy, following adoption by the Board. Once an investment policy is established by the Board, the Committee is responsible for reviewing and approving any subsequent changes. (l) Oversight of Related Party Transactions. The Committee must establish, maintain and oversee compliance with a related party transactions policy applying to employees and members of the Board. (m) Oversight of Cyber-Risk. The Committee must regularly review and discuss reports on the Company’s cyber risk exposure and the adequacy of associated protections. (n) Hiring of Independent Auditor Employees. The Committee must set clear hiring policies for employees or former employees of the Company’s independent auditor. (o) Complaint Procedures. The Committee must establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and for the confidential and anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters and review and ensure resolution of such concerns on a timely basis. (p) Oversight of Insurance Policies and Procedures: The Committee must discuss and approve all significant policies and procedures relating to insurance coverages of whatever type, as well as associated coverage limits. (q) Reports to the Board of Directors. The Committee must report regularly to the Board regarding the activities of the Committee. (r) Committee Self-Evaluation. The Committee must at least annually perform an evaluation of the performance of the Committee. Pre-Approval of Non-Audit Services The Committee may delegate to the Chair the authority to pre-approve audit and non-audit services to be provided to the Company or its subsidiaries by the Company’s external auditor. The pre- approval of non-audit services must be presented to the Committee at its first scheduled meeting following such pre-approval. The Committee may satisfy its duty to pre-approve non-audit services by adopting specific policies and procedures for the engagement of the non-audit services, provided the policies and procedures are detailed as to the particular service, the Committee is informed of each non-audit service and the procedures do not include delegation of the Committee’s responsibilities to management. External Advisors The Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to the external auditors as well as anyone in the organization. The Committee has the ability to retain, at the Company’s expense, special legal, accounting or other consultants or experts it deems necessary in the performance of its duties. External Auditors The external auditors are ultimately accountable to the Committee and the Board, as representatives of the shareholders. The external auditors will report directly to the Committee. The Committee will: (a) review the independence and performance of the external auditors and annually recommend to the Board the nomination of the external auditors or approve any discharge of external auditors when circumstances warrant; (b) approve the fees and other significant compensation to be paid to the external auditors; (c) on an annual basis, or more often if circumstances warrant, review and discuss with the external auditors all significant relationships they have with the Company that could impair the external auditors’ independence; (d) review the external auditors’ audit plan to see that it is sufficiently detailed and reflects any significant areas of focus that the Committee deems important; (e) before the financial statements are issued, discuss certain matters required to be communicated to audit committees in accordance with the standards established by Chartered Professional Accountants Canada (CPA


 
44 | P a g e Canada); (f) consider the external auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in the Company’s financial reporting; (g) resolve any disagreements between management and the external auditors regarding financial reporting; (h) approve in advance all audit services and any non-prohibited non-audit services to be undertaken by the external auditors for the Company; and (i) receive from the external auditor’s timely reports of: (i) any and all critical accounting policies and key audit matters; (ii) any alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the externalauditors, together with rationale; (iii) any internal control issues which they deem significant; and (iv) any other material written communications between the external auditors and management. (j) hold regular private sessions with the external auditors without management present. Legal Compliance On an annual basis, or more frequently as required, the Committee will review with the Company’s legal counsel any legal matters that could have a significant impact on the organization’s financial statements, the Company’s compliance with applicable laws and regulations and inquiries received from regulators or governmental agencies. Complaints The Company has in place whistleblower reporting mechanisms to allow individuals to bring to the attention of the Committee any complaints regarding accounting, internal accounting controls or auditing matters. The Committee will periodically establish and reconfirm procedures for the submission, receipt and treatment of such complaints and concerns. In all cases, the Committee will conduct a prompt, sufficient and fair examination, document the situation and, if appropriate, recommend to the Board appropriate corrective action. To the extent practicable, all complaints will be kept confidential. The Company will not condone any retaliation for a complaint made in good faith. Review and Disclosure The Committee will annually review and reassess this Charter as it deems appropriate and submit any recommend changes to the Board for approval. The Committee will ensure that this Charter is disclosed on the Company’s website and that this Charter or a summary of it which has been approved by the Committee is disclosed in accordance with all applicable securities laws or regulatory requirements. Last presented for review and approval to, and so approved by the Board on March 27, 2025.


 
EX-99.8 9 a998-consentofernstyoung.htm EX-99.8 a998-consentofernstyoung
Consent of Independent Registered Public Accounting Firm We consent to the reference to our Firm under the caption “Experts”, and to the incorporation by reference in the Registration Statements on Form S-8 no. 333-282253 and Form F-10 no. 333-284958 of Aurora Cannabis Inc. (the “Company”) and the use herein of our reports dated June 17, 2025, with respect to the consolidated statement of financial position as of March 31, 2025 and the consolidated statements of income (loss) and comprehensive income (loss), changes in equity and cash flows for the year ended March 31, 2025, and the effectiveness of internal control over financial reporting of the Company as of March 31, 2025, included in this Annual Report on Form 40-F. /s/ Ernst & Young LLP Chartered Professional Accountants Vancouver, Canada June 18, 2025


 
EX-99.9 10 a999-consentofkpmgllp.htm EX-99.9 a999-consentofkpmgllp
Consent of Independent Registered Public Accounting Firm The Board of Directors Aurora Cannabis Inc. We consent to the use of our report dated June 17, 2025 on the consolidated financial statements of Aurora Cannabis Inc. (the “Entity”), which comprise the consolidated statement of financial position as of March 31, 2024, the related consolidated statements of loss and comprehensive loss, changes in equity and cash flows for the year ended March 31, 2024 and the related notes (collectively the “consolidated financial statements”) which is included in the Annual Report on Form 40-F of the Entity for the fiscal year ended March 31, 2025. We also consent to the incorporation by reference of such report in the Registration Statement No. 333-284958 on Form F-10 and No. 333-282253 on Form S-8 of the Entity. /s/ KPMG LLP Chartered Professional Accountants June 18, 2025 Vancouver, Canada