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Aphria Responds to Proposals Not Requested by Green Growth Brands



LEAMINGTON, ACTIVE, December 28, 2018 / CNW / – Aphria Inc. ("Aphria"or"Company") (TSX: APHA andNYSE: APHA) today responded to a proposal not requested by Xanthic Biopharma Inc. d.b.a. Green Growth Brands Ltd. (CSE: GGB) ("GGB") to obtain all of the Company's common shares outstanding in the transaction of all shares.

Based on the GGB's 20-day volume weighted average price and the exchange ratio stated at 1.5714 GGB common shares for each Aphria share, the proposed offer will be approximately 23% below the average price of the Company's shares during the same period. Aphria shareholders must be aware that the GGB per-share offer value is based on a hypothetical valuation of its own shares, without having to do with the current price.

The GGB management delivered the offer to Aphria in the morning December 27, 2018, and immediately went public with the proposal, less than six hours later and after the market closed on the same day. The Board believes that the GGB seeks to acquire companies through highly conditional offers with significant discounts for current and future values.

Irwin Simon, Chair, said, "Although we value the interest of the GGB in the value we make in Aphria and our significant growth prospects, their proposals failed to reward our shareholders for participating in such transactions. Furthermore, the proposed offer is quite risky considering GGB conditions for completing financing are brokered at prices that are more than double the average price of their shares, as a key term for proposals. "

Simon added, "The Board has determined that the GGB proposal, as it is now, significantly underestimates the company. Aphria has tremendous market opportunities as a leader in this sector and a strategic vision to fulfill those opportunities. Our focus is to realize that value for the benefit of all our shareholders. "

The Aphria Board of Directors has formed an independent director's committee to consider this proposal and all official offers received. As stated earlier, Aphria has a passive investment in Green Acre Capital Fund II, which we understand has invested in many growing marijuana companies, including the GGB. The independent committee consists of directors who have no relationship with Green Acre Capital Fund II or GGB. Aphria will continue the execution of the company's current strategy, including its planned international expansion, and the growth of its unique assets.

For more information, visit: aphria.ca

ADDITIONAL INFORMATION AND WHERE TO FIND IT: The tender offer described in this communication ("Offer") has not yet begun, and this communication is not an offer to buy or request an offer to sell the Company's ordinary shares or other securities. On the date of commencement of the Offer, statements of tender offers on the TO Schedule, including offers to buy, shipping letters and related documents, will be submitted to the SEC by Xanthic Biopharma Inc., and the Request / Recommendation Statement on Schedule 14D-9 will be submitted to the SEC by the Company. The offer to purchase the Company's common shares will only be made in accordance with the offer to buy, the shipping letter and related documents submitted as part of the TO Schedule. Investors and security holders are urged to read the tender offer statement and request statement / recommendation regarding the offer, because they can be changed from time to time, when they become available because they will contain important information. Investors and security holders can obtain free copies of these statements (if available) and other documents submitted to the SEC on websites managed by the SEC at www.sec.gov or on the Company's website at www.aphria.ca.

CAUTION, ABOUT STATEMENT REFLECT FORWARD Certain information in this press release are forward-looking statements under applicable securities laws. Any statements contained in this press release that are not statements of historical facts can be considered as forward-looking statements. Forward-looking statements are often identified with terms such as "possible", "must", "anticipate", "hope", "potential", "trust", "intent" or negative from these terms and similar expressions. Forward-looking statements in this press release include, but are not limited to, statements relating to internal expectations, estimated margins, expectations regarding actual production volumes, expectations for future increases in capacity and costs, completion of each capital project or expansion, and expectations with respect to future production costs. Forward-looking statements must involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industrial events; marketing costs; losing market; future legislative and regulatory developments involving marijuana; inability to access sufficient capital from internal and external sources, and / or inability to access sufficient capital with favorable conditions; cannabis industry in Indonesia Canada generally, income tax and regulatory issues; Aphria's ability to implement his business strategy; competition; crop failure; currency fluctuations and interest rates and other risks.

Readers are warned that the above list is incomplete. Readers are further warned not to place undue trust in forward-looking statements because there is no guarantee that the plans, intentions or hopes on which they are placed will occur. Such information, although considered reasonable by management during preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

The forward-looking statements included in this press release are made at the date of this news release and the Company does not undertake the obligation to renew these forward-looking statements to reflect new information, subsequent events or otherwise unless required by legally valid securities.

The forward-looking statements contained in this press release expressly qualify by this warning statement.

SOURCE Aphria Inc.

For more information: For media questions, please contact: Tamara Macgregor, Vice President, Communication, Aphria, tamara.macgregor@aphria.com, 437-343-4000 or Dan Gagnier / Jeff Mathews, Gagnier Communications, 646-569-5897 ; For investor inquiries, please 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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