REJECT GGB’S HOSTILE BID

Aphria’s Board of Directors has unanimously rejected Green Growth Brand’s Hostile Takeover
Bid as undervalued and inadequate. The Board unanimously recommends that Aphria shareholders REJECT the Hostile Bid and DO NOT TENDER their shares.

NO ACTION IS REQUIRED to REJECT the Hostile Bid

GGB’S UNDERVALUED AND INADEQUATE BID

GGB asks Aphria shareholders to accept, among other things, a deep discount on their shares, delisting from the TSX and NYSE, vast dilution of their ownership and a massive transfer of value from Aphria shareholders to GGB.

Reasons to REJECT the Hostile Bid:

A 23% discount*

The Hostile Bid significantly undervalues Aphria relative to its current and future worth, offering Aphria shareholders a significant discount as opposed to a premium in line with other recent takeover transactions in the cannabis sector.

  • The Hostile Bid significantly undervalues Aphria relative to its current and future worth, offering Aphria shareholders a significant discount as opposed to a premium in line with other recent takeover transactions in the cannabis sector.

*Based on GGB and Aphria’s 20-day volume-weighted average prices immediately before GGB’s initial proposal on December 27, 2018.

Delisting from the TSX and NYSE

The combined company would be prohibited from listing on the TSX and NYSE, as such could potentially reduce investments by strategic partners who have concerns in engaging in federally illegal activities in the U.S.  GGB has direct and indirect U.S. cannabis activities, which are illegal under U.S. federal law.

  • The combined company would be prohibited from listing on the TSX and NYSE, as such could potentially reduce investments by strategic partners who have concerns in engaging in federally illegal activities in the U.S.  GGB has direct and indirect U.S. cannabis activities, which are illegal under U.S. federal law.

In addition, certain investors and strategic partners may be unable or unwilling to hold shares in a CSE-listed company or U.S.-based cannabis assets, reducing the Aphria’s access to capital and creating selling pressure on Aphria shares.

  • In addition, certain investors and strategic partners may be unable or unwilling to hold shares in a CSE-listed company or U.S.-based cannabis assets, reducing the Aphria’s access to capital and creating selling pressure on Aphria shares.

Taking Value from Aphria Shareholders

Aphria shareholders would be giving GGB shareholders a 36% interest in Aphria, in addition to control of management and the board, in exchange for shares in an unproven company with almost no operations or other experience in the cannabis industry.

  • Aphria shareholders would be giving GGB shareholders a 36% interest in Aphria, in addition to control of management and the board, in exchange for shares in an unproven company with almost no operations or other experience in the cannabis industry.

No material synergies

GGB’s nascent U.S. retail concept would contribute little to Aphria’s established Canadian and international medical and adult-use cannabis operations.

  • GGB’s nascent U.S. retail concept would contribute little to Aphria’s established Canadian and international medical and adult-use cannabis operations.

GGB’s management team has a limited track record in cannabis or knowledge of regulated industries, having just gone public through a reverse take-over in November 2018

  • GGB’s management team has a limited track record in cannabis or knowledge of regulated industries, having just gone public through a reverse take-over in November 2018

Significant potential risk in GGB shares

Aphria shareholders could be exposed to significant downside if the price of GGB shares returns to the historical, pre-bid trading range of $3.00 – $4.00 after the combination is completed.

  • Aphria shareholders could be exposed to significant downside if the price of GGB shares returns to the historical, pre-bid trading range of $3.00 – $4.00 after the combination is completed.

Aphria shareholders should also consider the significant increase in volume leading up to the formal commencement of the Hostile Bid despite there being no material financial news related to GGB.

  • Aphria shareholders should also consider the significant increase in volume leading up to the formal commencement of the Hostile Bid despite there being no material financial news related to GGB.

APHRIA IS A LEADING GLOBAL CANNABIS COMPANY

Today, Aphria is in a better position than ever to create long-term value for our shareholders.  Over the past five years, we have built the foundation for a leading global cannabis company, with  cultivation, manufacturing, research and distribution infrastructure, as well as strategic investments and alliances to scale around the world. Every day, Aphria makes progress executing a focused strategic plan to expand production, global footprint and innovative products and brands.

Aphra’s strong momentum, outlook and options as a premier global cannabis company promise significant long-term value for shareholders.

Here’s why:

Established presence in Canadian medical and adult-use markets

Low cost, sate-of-the-art facilities with third largest annualized production capacity of 255,000 kg*

  • Low cost, sate-of-the-art facilities with third largest annualized production capacity of 255,000 kg*

Supply agreements with all provinces and Yukon Territory in Canada, representing access to 99.8% of all Canadians

  • Supply agreements with all provinces and Yukon Territory in Canada, representing access to 99.8% of all Canadians

Exclusive distribution agreement with Southern Glazer’s and a five-year agreement with Shoppers Drug Mart

  • Exclusive distribution agreement with Southern Glazer’s and a five-year agreement with Shoppers Drug Mart

Leading choice for patients seeking high-quality pharmaceutical-grade medical cannabis since 2014

  • Leading choice for patients seeking high-quality pharmaceutical-grade medical cannabis since 2014

A diversified portfolio of adult-use brands with a diversified product offering, supported by extensive research and designed for distinct and profitable segments

  • Leading choice for patients seeking high-quality pharmaceutical-grade medical cannabis since 2014

*Expansion pending Health Canada approval

Industry leading automation and production capacity

Part IV & Part V expansions at Aphria One and the retrofit at Aphria Diamond bring industrial scale horticulture production technology to cannabis cultivation

  • Part IV & Part V expansions at Aphria One and the retrofit at Aphria Diamond bring industrial scale horticulture production technology to cannabis cultivation

Automation processes include:

  • Transplanting cuttings
  • Transporting plants through harvesting
  • De-budding & trimming
  • Drying & curing
  • Waste disposal
  • Automation processes include:
  • Transplanting cuttings
  • Transporting plants through harvesting
  • De-budding & trimming
  • Drying & curing
  • Waste disposal

International footprint well-positioned to benefit from the global cannabis opportunity

Aphria uses a diversified approach to innovation, strategic partnerships and global expansion, with a presence in more than 10 countries

  • Aphria uses a diversified approach to innovation, strategic partnerships and global expansion, with a presence in more than 10 countries

Investor Materials

Directors’ Circular

Investor Deck

What others are saying
about the deal

What should you do next?

NO ACTION IS REQUIRED to REJECT the Hostile Bid, which is currently open for acceptance until 5:00 p.m. (Toronto time) on May 9, 2019.

If you have already tendered your Aphria Shares to the Hostile Bid by Green Growth Brands Inc., you can withdraw them by contacting your broker or Laurel Hill Advisory Group (contact information below).