1 · A significant premium, more pronounced ex-cash

The offer delivers US$4.00 per Aurora share: a 45% premium to Aurora's 30-day VWAP on August 10, 2026, the date prior to Curaleaf announcing its intention to make the Offer, and a 50% premium to the July 7, 2026 close, the day Curaleaf submitted its letter of intent to Aurora management.

Aurora holds cash and equivalents of US$109 million, or US$1.62 per share. Excluding cash and assuming dollar-for-dollar value for it, the offer represents an ex-cash premium of 110% to the 30-day VWAP on August 10 and 127% to the July 7 close.

There is additional upside based on Curaleaf trading levels. The value of the will vary with the trading price of Curaleaf shares and can increase up to US$5.00 per Aurora share. There is no minimum value.

2 · A premium multiple to Canadian peers

TEV / CY2026E IFRS EBITDA multiples

The offer implies a CY2026E EBITDA multiple of 12.0x — 68% above the 7.1x Canadian peer average and 58% above Aurora's own 7.6x trading multiple.

Notes: Village Farms figures presented on a GAAP basis; IFRS EBITDA defined as GAAP EBITDA plus operating lease expenses (excluding short-term and variable lease costs); analysis assumes constant FY2025A operating lease expenses. Market data as of August 10, 2026. Company disclosure, Capital IQ.

3 · Limited financial improvement on a standalone basis

Over the last four quarters, Aurora's own reported results show net revenue down 14%, adjusted EBITDA down 78%, and operating cash flow negative in two of four quarters — notwithstanding C$24 million of business transformation costs and C$30 million of inventory impairment recorded in cost of goods sold over the same period. More broadly, Aurora has had inventory impairments and “business transformation” costs in each of fiscal 2024, fiscal 2025, fiscal 2026 and again in the first quarter of fiscal 2027. Over this period, Aurora has incurred nearly C$150 million of “non-recurring” costs that have been excluded from its adjusted results. Curaleaf believes that charges incurred in four consecutive fiscal years are not non-recurring.

More troubling is that Aurora's balance sheet as at March 31, 2026 reports share capital of C$7.0 billion offset by an accumulated deficit of C$6.4 billion. Approximately 72% of that deficit is the impairment of businesses Aurora has acquired. Between fiscal 2020 and fiscal 2026 Aurora recognized approximately C$4.65 billion of impairments in continuing operations.

Company Shareholders bear the risk that further write-downs follow.

4 · Concentration risk and reimbursement cut

Aurora's revenue is concentrated: Canadian medical represents 35% of LTM net revenue excluding the consumer segment, as at June 30, 2026 - a segment under pressure from the reduction in the government reimbursement rate from $8.50 to $6.00 per gram, a 29% cut effective April 1, 2026.

Pro forma revenue breakdown — Last Twelve Months as at June 30, 2026

Notes: Excludes Consumer segment given anticipated wind down by September 2026. CAD:USD FX rate of 0.7200.

Source: Company disclosure.

5 · Pro rata participation in at least US$40 million of synergies

Aurora's SG&A runs at 64% of revenue against Curaleaf's 39%. Curaleaf has identified a clear path to at least US$40 million of annual cost synergies through optimisation of corporate overhead, procurement, supply chain operations and international infrastructure — plus revenue synergies from combining Aurora's cultivation, genetics and medical capabilities with Curaleaf's distribution, pharmacy, clinic and patient access platform.

• 64% - Aurora SG&A as a percentage of revenue
• 39% - Curaleaf SG&A as a percentage of revenue
• US$40M+ - Identified annual cost synergies

6 · Increased scale, liquidity and access to capital

Pro forma market capitalisation (US$ millions)

In the six months of trading prior to August 11, 2026, Curaleaf shares traded approximately US$255 million of value on the TSX alone, against approximately US$223 million for Aurora across the Nasdaq and TSX combined.

Notes: Pro-forma market capitalization calculated using the weighted average 2026E GAAP EBITDA trading multiples of Curaleaf and Aurora, based on the Offeror Share price as of August 14, 2026 and Aurora's unaffected Common Share price as of August 10, 2026; analysis assumes US$40 million of pre-tax synergies. Market capitalization based on fully diluted shares outstanding calculated using the treasury stock method. CAD:USD FX rate of 0.7200. Market data as of August 14, 2026; unaffected Common Share price as of August 10, 2026.

7 · A stronger platform: cash generation

Historical operating cash flow — GAAP (US$ millions)

Notes: Curaleaf fiscal year end December 31; Aurora fiscal year end March 31. (2) Excludes discontinued operations for both. (3) Aurora cash flow from operations adjusted to deduct net principal payments of lease liabilities for comparability. Note: CAD:USD FX rate of 0.7200.

Source: Company disclosure.

8 · Potential for downward share price impact if the offer is not accepted

The offer represents a significant premium to the market price of Aurora shares prior to public announcement of Curaleaf's interest.

Curaleaf believes that if the offer is not successful, the trading price may decline to pre-offer levels.