Subscriptions will be received subject to rejection or allotment in whole or in part and the Underwriters reserve the right to close the subscription books at any time without notice. Closing of the Offering is expected to take place on or about
June 28, 2018, or such other date as may be agreed upon by the Company and the Underwriters, but in any event not later than 42 days after the date of the receipt of the (final) short form prospectus (the ‘‘Closing Date’’). I
SHORT FORM PROSPECTUS NEW ISSUE June 22, 2018 APHRIA INC. $225,000,690 18,987,400 Common Shares
This short form prospectus (the ‘‘Prospectus’’) qualifies the distribution (the ‘‘Offering’’) of 18,987,400 common shares (the ‘‘Offered Shares’’) of Aphria Inc. (the ‘‘Company’’ or ‘‘Aphria’’) at a price of $11.85 per Offered Share (the ‘‘Offering Price’’).
The Offered Shares are issued pursuant to an underwriting agreement dated June 12, 2018 (the ‘‘Underwriting Agreement’’) by and among the Company, Clarus Securities Inc. (‘‘Clarus’’), as lead underwriter, and Canaccord Genuity Corp., Cormark Securities Inc., Haywood Securities Inc. and INFOR Financial Inc. (collectively, the ‘‘Underwriters’’).The Company’s common shares (the ‘‘Common Shares’’) are currently traded on the Toronto Stock Exchange (the ‘‘TSX’’) under the symbol ‘‘APH’’ and on the OTCQB Venture Market in the United States (the ‘‘OTCQB’’) under the symbol ‘‘APHQF’’.
On June 5, 2018, the last trading day prior to the announcement of the Offering, the closing price of the Common Shares on the TSX was $12.16 and the closing price of the Common Shares on the OTCQB was US$9.40. On June 21, 2018, the last trading day before the date of this Prospectus, the closing price of the Common Shares on the TSX was $13.11 per Common Share and the closing price of the Common Shares on the OTCQB was US$9.85.
The TSX has conditionally approved the listing of the Offered Shares to be distributed under this short form prospectus. Listing will be subject to the Company fulfilling all of the requirements of the
TSX. Price: $11.85 per Common Share Price to the Underwriters’
Net Proceeds to Public(1) Fee(2) the Company(3) Per Offered Share .............................. $11.85 $0.5629 $11.2871
Total $225,000,690
Fee $10,687,532.78
Net To Company APH = $214,313,157.22
The Underwriters have been granted an over-allotment option, exercisable, in whole or in part, at the sole discretion of the Underwriters, for a period of 30 days from and including the Closing Date, to purchase up to an additional 2,848,110 Offered Shares (the ‘‘Over-Allotment Shares’’) at the Offering Price to cover the Underwriters’ over-allocation position, if any, and for market stabilization purposes (the ‘‘Over-Allotment Option’’). If the Over-Allotment Option is exercised in full, the total ‘‘Price to the Public’’, ‘‘Underwriters’ Fee’’ and ‘‘Net Proceeds to the Company’’ will be $258,750,794, $12,290,662.72 and $246,460,131.28, respectively. This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Over-Allotment Shares issuable upon exercise of the Over-Allotment Option. A purchaser who acquires Over-Allotment Shares forming part of the Underwriters’ over-allocation position acquires those Over-Allotment Shares under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See ‘‘Plan of Distribution’’. The following table sets out information relating to the Over-Allotment Option:
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