EX-4.10





 Exhibit 4.10 

FORM 51-102F3 

MATERIAL CHANGE REPORT 
  

			
	Item 1.	  	Name and Address of Company
		
		  	Aurora Cannabis Inc. (“Aurora” or the “Company”)
		  	500 – 10355 Jasper Avenue
		  	Edmonton, Alberta
		  	T5J 1Y6
		
	Item 2.	  	Date of Material Change
		
		  	November 22, 2018
		
	Item 3.	  	News Release
		
		  	A news release with respect to the material change referred to in this report was issued in Canada through the facilities of Canada Newswire and filed on SEDAR on November 22, 2018.
		
	Item 4.	  	Summary of Material Change
		
		  	On November 22, 2018, Aurora announced that it had completed its previously announced plan of arrangement (the “Arrangement”) pursuant to an arrangement agreement dated September 8, 2018 (the
“Arrangement Agreement”) with ICC Labs Inc. (“ICC”), whereby Aurora acquired all of ICC’s issued and outstanding common shares (“ICC Shares”) for a total of 31,904,668 common shares of Aurora
(“Aurora Shares”). ICC is now a wholly-owned subsidiary of Aurora.
		
	Item 5.	  	Full Description of Material Change
		
		  	5.1 Full Description of Material Change
		
		  	On November 22, 2018, Aurora announced that the Arrangement had been completed. The Arrangement was approved by ICC’s shareholders at a special meeting of shareholders held on November 6, 2018 (the “Special
Meeting”) and by the Supreme Court of British Columbia on November 8, 2018. Pursuant to the terms of the Arrangement Agreement, each former shareholder of ICC received for each ICC share held 0.2161* Aurora common shares, equal to
$1.95 divided by the volume-weighted average trading price of the Aurora Shares on the Toronto Stock Exchange (the “TSX”) during the twenty trading day period ending on the second to last trading day on the TSX immediately prior to
the effective date of the Arrangement. A total of 147,605,409 ICC Shares were acquired by Aurora in consideration of 31,904,668 Aurora Shares.
		
		  	Aurora assumed all of the common share purchase warrants of ICC (“ICC Warrants”), and upon the exercise of such ICC Warrants, the holders will be entitled to receive such number of Aurora Shares which the
holder would have been entitled to receive as a result of the transactions contemplated by the Arrangement if the holder had been a registered holder of ICC Shares. Each holder of ICC compensation warrants (“ICC Compensation
Options”) will be entitled to receive upon the exercise of such holder’s ICC Compensation Options, i) such number of Aurora Shares which the holder would have been entitled to receive as a result of the transactions contemplated by the
Arrangement if the holder had been a registered holder of ICC Shares, and ii) one-half of one ICC Warrant for each ICC Compensation Option exercised by such
holder.














			
		  	Approval by shareholders of Aurora for the Arrangement was not required. The ICC Shares were delisted from the TSX-V as of the close of trading on or about November 27, 2018. ICC will
also file an application to cease to be a reporting issuer with the relevant securities regulatory authorities.
		
		  	Further information regarding the Arrangement is available in the management information circular of ICC dated October 3, 2018 provided to ICC shareholders in connection with the Special Meeting, which is available under
ICC’s profile on SEDAR at www.sedar.com. The Arrangement Agreement has been filed on SEDAR under the profiles of each of Aurora and ICC.
		
		  	 *  Former ICC Shareholders received 0.216148453496238 Aurora Shares for each ICC Share
held.

		
		  	5.2 Disclosure for Restructuring Transactions
		
		  	Not applicable.
		
	Item 6.	  	Reliance on Subsection 7.1(2) of National Instrument 51-102
		
		  	Not applicable.
		
	Item 7.	  	Omitted Information
		
		  	Not applicable.
		
	Item 8.	  	Executive Officer
		
		  	The following senior officer of the Company is knowledgeable about the material change and this Material Change Report and may be contacted:
		
		  	Terry Booth, Chief Executive Officer
		  	(604) 362-5207
		
	Item 9.	  	Date of Report
		
		  	November 28, 2018