Material Change Report
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Name and Address of Company
Aurinia Pharmaceuticals Inc. (the Company)
#1203-4464 Markham Street
Victoria, BC V8Z 7X8
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Date of Material Change
November 30, 2018
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A news release was issued and disseminated by the Company through Business News Wire on November 30, 2018.
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Summary of Material Change
The Company announced that it has entered into an Open Market Sale Agreement (the Sale Agreement) with Jefferies LLC (Jefferies) pursuant to which the Company may from time to time sell, through at-the-market (ATM) offerings with Jefferies acting as sales agent or directly to Jefferies acting as principal, such common shares in the capital of the Company (Common Shares) as would have an aggregate offering price of up to US$30,000,000.
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Full Description of Material Change
The Company announced that it has entered into the Sale Agreement with Jefferies pursuant to which the Company may from time to time sell, through ATM offerings with Jefferies acting as sales agent or directly to Jefferies acting as principal, such Common Shares as would have an aggregate offering price of up to US$30,000,000. The offering will be made by way of a prospectus supplement dated November 30, 2018, and filed by the Company with securities regulatory authorities in Canada in the provinces of British Columbia, Alberta and Ontario, and with the United States Securities and Exchange Commission, which supplements the Companys short form base shelf prospectus dated March 26, 2018, and the Companys shelf registration statement on Form F-10 dated March 26, 2018, declared effective on March 29, 2018.
Jefferies, at the Companys discretion and instruction, will use its commercially reasonable efforts to sell the Common Shares at market prices from time to time. Sales in the ATM offering will only be conducted in the United States through NASDAQ or another exchange at market prices. No sales will be conducted in Canada or through the Toronto Stock Exchange.
The Company currently intends to use the proceeds from sales related to the ATM offering, if any, to fund its operations, including clinical development and commercial production of voclosporin (whether for lupus nephritis (LN) or other indications), regulatory, pre-marketing and commercialization preparation activities for the potential approval of
voclosporin, primarily for LN but also potentially for other voclosporin indications, business development opportunities such as additional product in-licensing transactions, additional clinical trials or acquisitions of other businesses or products, capital expenditures and working capital.
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Disclosure of Restructuring Transactions
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Reliance on subsection 7.1(2) of National Instrument 51-102
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No significant facts remain confidential in, and no information has been omitted from, this report.
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For further information, please contact:
Mr. Michael R. Martin, Chief Operating Officer
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Date of Report
November 30, 2018
Cautionary Note Regarding Forward-looking Statements
This press release contains forward-looking statements. Forward-looking statements in this press release include statements about the possible sales of Common Shares and statements of the current intended use of proceeds from the sale of shares, if any. The forward-looking statements may include, without limitation, statements that the net proceeds from the sale of the Common Shares will be used primarily to fund its operations, including clinical development and commercial production of voclosporin (whether for LN or other indications), regulatory, pre-marketing and commercialization preparation activities for voclosporin primarily for LN but also potentially for other voclosporin indications, business development opportunities such as additional product in-licensing transactions, additional clinical trials or acquisitions of other businesses or products, capital expenditures and working capital. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others, the ability of the Company to protect its intellectual property rights, securing and maintaining corporate alliances and partnerships, the need to raise additional capital and the effect of capital market conditions and other factors on capital availability, the potential of its products, the success and timely completion of clinical programs, and the Companys ability to successfully obtain regulatory approvals and commercialize voclosporin on a timely basis. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. For additional information on risks and uncertainties relating to these forward-looking statements, investors should review the prospectus supplement and accompanying prospectus and consult the Companys ongoing quarterly filings, annual reports and the Annual Information Form and other filings found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.