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Aphria responds to unsolicited green growth brand offers



LIMINGTON, ON, December 28, 2018 / CNW / – Aphria Inc. ("Aphria" or "Company") (TSX: APHA andNYSE: APHA) today responds to an unsolicited Xanthic Biopharma Inc. offer. d.b.a. Green Growth Brands Ltd. (CSE: GGB) ("Ggb“) Acquire all outstanding common shares of the Company in a transaction with shares.

Based on the 20-day weighted average price of GGB shares and the expressed exchange ratio of 1.5714 GGB ordinary shares for each Aphria share, the proposed rate will be approximately 23% lower than the average price of the Company's shares for the same period. Shareholders of Aphria should remember that the GGB offer per share price is based on a hypothetical valuation of its own shares, not related to the current price.

GGB leadership presented Afria offer in the morning December 27, 2018and immediately announced its offer less than six hours after the market closed on the same day. The Board believes that GGB is trying to acquire a company with a very conditional offer with a significant discount to its current and future value.

Irwin SimonThe chairman said: “Although we appreciate GGB’s interest in the value we created in Aphria and our significant growth prospects, their proposal does not reward our shareholders for participating in such a deal. In addition, the proposed offer is quite risky, considering the GGB condition for the completion of brokerage financing at a price that is more than double the recent average value of their shares, as a key condition for the offer. "

Simon added: “The Board has determined that the GGB proposal in its current form significantly underestimates the company. Aphria has tremendous market opportunities as a leader in this sector and a strategic vision for realizing these opportunities. Our goal is to understand what value is in favor of all our shareholders. "

The Board of Directors of Aphria has established an independent committee of directors to consider this proposal and any official proposal received. As previously reported, Aphria is making passive investments in Green Acre Capital Fund II, which, as we understand, has invested in numerous new cannabis companies, including GGB. An independent committee consists of directors who are not affiliated with the Green Acre Capital Fund II or GGB. Aphria will continue to implement its current corporate strategy, including an international expansion plan, and grow its unique assets.

For more information, visit: aphria.ca

ADDITIONAL INFORMATION AND WHERE TO FIND IT: The tender offer described in this message (“Offer”) has not yet begun, and this message is neither a purchase offer, nor an offer to sell any common shares of the Company or any other securities. On the day of the commencement of the offer to the SEC by Xanthic Biopharma Inc. an application for a tender offer on the Maintenance Schedule, including a purchase offer, a transfer letter and related documents, and a Request for Proposal / Recommendations on the schedule will be submitted. 14D-9 will be filed with the SEC Company. The offer to purchase common shares of the Company will be made only in accordance with the purchase offer, transfer letter and related documents submitted under the Delivery Schedule. Investors and security holders are strongly advised to read both the tender offer statement and the offer / recommendation statement regarding the offer, as they may change from time to time when they become available, as they will contain important information. Investors and security holders can obtain a free copy of these applications (if available) and other documents filed with the SEC on the SEC website at www.sec.gov or on the company website www.aphria.ca.

ATTENTION: WITH RESPECT TO APPLICATIONS Certain information in this news release represents forward-looking statements in accordance with applicable securities laws. Any statements contained in this news release that are not statements of historical fact may be considered forward-looking statements. Perspective statements are often defined by terms such as “may,” “must,” “anticipate,” “expect,” “potential,” “believe,” “intend,” or negative of these terms and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements regarding internal expectations, estimated margins, expectations regarding actual production volumes, expectations regarding future capacity growth and costs, completion of any capital project or expansion, and expectations regarding future production costs. Forward-looking statements necessarily include known and unknown risks, including, without limitation, the risks associated with general economic conditions; adverse industry events; marketing expenses; loss of markets; future legislative and regulatory changes regarding cannabis; the inability to obtain sufficient capital from internal and external sources and / or the inability to obtain sufficient capital on favorable terms; cannabis industry in Canada income tax and regulatory issues; Aphria’s ability to implement its business strategies; competition; DISASTER; fluctuations in currency and interest rates and other risks.

Readers are warned that the above list is not exhaustive. In addition, readers are advised not to overly rely on forward-looking statements, since there can be no assurance that the plans, intentions or expectations that they are assigned to will hold. Such information, although management considers it to be valid at the time of preparation, may be incorrect, and actual results may differ materially from the expected.

The forward-looking statements included in this news release are made on the date of the release of this news, and the Company undertakes no obligation to publicly update such forward-looking statements to reflect new information, subsequent events, or otherwise, if applicable securities laws do not require.

The forward looking statements contained in this press release are expressly qualified by this cautionary statement.

SOURCE Aphria Inc.

For more information, contact: Tamara McGregor, Vice President of Communications, Aphria, tamara.macgregor@aphria.com, 437-343-4000 or Dan Gannier / Jeff Matthews, Gagnier Communications, 646-569-5897; For issues related to investors, contact: John Sadler, Vice President, Investor Relations, john.sadler@aphria.com, 519-919-7500

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http://aphria.com/


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