Aphria and Nuuvera announce closing of arrangement

March 23, 2018

Torys represented Canaccord Genuity as the financial advisor to the special committee of the Board of Directors of Nuuvera with a team that included John Emanoilidis, Frazer House and Kevin Armitage (corporate/M&A).

On March 23, 2018, Aphria Inc. (“Aphria“) and Nuuvera Inc. (“Nuuvera“) announced the completion of the previously announced arrangement under the provisions of the Business Corporations Act (Ontario), pursuant to which, among other things, Aphria acquired all common shares of Nuuvera that it does not already own. Under the terms of the arrangement, each former Nuuvera shareholder was entitled to receive C$0.62 in cash, rather than C$0.60, as previously announced, plus 0.3546 of a common share of Aphria, for each Nuuvera common share held prior to the arrangement. The increase in the cash consideration was the result of Nuuvera’s cash on hand exceeding the Restricted Cash Amount (as defined in the Arrangement Agreement Amending Agreement dated February 19, 2018).

Nuuvera shares were delisted from the TSX Venture Exchange as of the close of trading on March 27, 2018.

Nuuvera is a global cannabis company founded on Canadian principles, and built with the whole world in mind. Nuuvera is currently working with partners in Germany, Israel and Italy, and is exploring opportunities in several other countries, to develop commercial production and global distribution of medical grade cannabis in legalized markets.

Aphria, one of Canada's lowest cost producers, produces, supplies and sells medical cannabis.

Further information on the transaction can be found on Canada Newswire’s website.

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