Curaleaf Seeks Order Blocking Aurora Share Sales Under ATM Program

Curaleaf Holdings announced on 14. September 2026 that it has filed an application with the Alberta Securities Commission seeking to cease the issuance of Aurora Cannabis (ACB ) shares under Aurora’s at-the-market share issuance program while Curaleaf’s offer to acquire all of Aurora’s issued and outstanding shares remains outstanding. Curaleaf said the application also seeks other remedies and that it has requested an expedited hearing before the commission.

The application asks the commission to immediately halt further issuances under the at-the-market program while the offer is outstanding and to protect Aurora shareholders’ ability to fairly consider and respond to Curaleaf’s offer.

“Every Share Aurora sells below the Offer price raises the same question: if management believes US$4.00 undervalues the company and the company has ample cash, why continue diluting its shareholders? These issuances erode shareholder ownership value, increase the cost of the Offer, and make it harder for shareholders to decide their own future. They seem solely designed to protect management’s position, at the expense of investors,” said Boris Jordan, Curaleaf’s chairman and chief executive officer.

Jordan said Curaleaf is asking the Alberta Securities Commission to stop what he called an abusive practice, adding that Aurora shareholders deserve the freedom to decide whether to accept the offer without Aurora management creating obstacles that limit their choice and value.

Allegations and Dilution Figures

Curaleaf’s application characterizes Aurora’s use of the at-the-market program as an improper and abusive defensive tactic that is causing serious and ongoing harm to Curaleaf, to Aurora shareholders, and to the integrity of Alberta’s capital markets. According to the filing, the issuances increase the total cost of Curaleaf’s offer, make it more difficult to reach the offer’s acceptance thresholds, further dilute existing Aurora shareholders, and risk depriving them of the opportunity to consider and tender to the offer.

The application notes that Aurora established the at-the-market program in Februar 2026 and stated that proceeds would be used for “strategic and accretive purposes only.” It further notes that Aurora has recently described itself as debt-free, with an industry-leading balance sheet and approximately C$149 million in cash. Curaleaf’s filing argues that Aurora’s continued use of the program while shareholders are considering a premium offer is inconsistent with those stated positions.

The application also alleges that Aurora has been aware of Curaleaf’s interest in pursuing a potential transaction since Juni 2026, yet continued issuing shares under the program, including after Curaleaf publicly announced its intention to commence the offer.

According to the application, Aurora has issued approximately 2.81 million shares at an average price of US$3.04 per share since Curaleaf first expressed interest in a transaction. The filing states that those issuances have increased the aggregate value required to complete Curaleaf’s offer by more than US$11 million and have diluted Aurora shareholders by approximately 4.9% over the same period. The program has diluted shareholders by approximately 10.8% since its implementation in Februar 2026, the application states.

Offer Terms and Documents

Curaleaf’s offer is being made solely through its Offer to Purchase and Circular dated 18. August 2026, as it may be amended or supplemented. The company said offer documents are available on SEDAR+ and EDGAR and through Curaleaf’s offer website. Curaleaf has filed a registration statement on Form F-80 and a tender offer statement on Schedule 14D-1F with the U.S. Securities and Exchange Commission in connection with the offer, and Carson Proxy Advisors is serving as information agent.

Curaleaf first announced its intention to make the offer on 11. August 2026, proposing total implied consideration of US$4.00 per Aurora share, consisting of 0.3463 Curaleaf subordinate voting shares plus US$0.75 in cash for each Aurora share. The company said at the time that the consideration represented a 45% premium to Aurora’s 30-day volume-weighted average price of US$2.75, and a 110% premium to that average price excluding the cash on Aurora’s balance sheet. Under the announced terms, if Curaleaf’s share price rises substantially before take-up under the offer, the per-share consideration is subject to a US$5.00 cap based on the 20-day volume-weighted average price of Curaleaf shares, with the number of Curaleaf shares adjusted so the consideration equals the capped value.

Before making its proposal public, Curaleaf said, it approached Aurora privately with a formal letter of intent dated 23. Juni 2026, from Jordan to Aurora chairman and chief executive officer Miguel Martin, followed by a second letter on 7. Juli 2026. Curaleaf said Aurora was unwilling to engage in constructive discussions and that it took the proposal directly to Aurora shareholders. The offer would be open for acceptance for 105 days following formal commencement and would not be subject to due diligence or financing conditions, according to the August announcement.