Aphria completes acquisition of Sweetwater Nov 25 SUPPL 1 a2242679zsuppl.htm SUPPL
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TABLE OF CONTENTS PROSPECTUS SUPPLEMENT
TABLE OF CONTENTS
Table of Contents
Filed pursuant to General Instruction II.L. of Form F-10
File No. 333-250195
No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.
This prospectus supplement (the "Prospectus Supplement"), together with the amended and restated short form base shelf prospectus dated November 13, 2020 to which it relates, as amended or supplemented (the "Prospectus"), and each document incorporated or deemed to be incorporated by reference in the Prospectus and this Prospectus Supplement, constitutes a public offering of securities offered pursuant hereto only in the jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. See "Plan of Distribution".
Information has been incorporated by reference in this Prospectus Supplement from documents filed with the securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Aphria Inc. at 98 Talbot St. W., Leamington, Ontario, N8H 1M8, telephone: 1-844-427-4742, and are also available electronically under the issuer's profile on SEDAR at www.sedar.com.
PROSPECTUS SUPPLEMENT
TO THE AMENDED AND RESTATED SHORT FORM BASE SHELF PROSPECTUS
DATED NOVEMBER 13, 2020
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| Secondary Offering | | November 27, 2020 |
APHRIA INC.
9,823,183 Common Shares
This Prospectus Supplement of Aphria Inc. (the "Company", "we", "us", "our" or "Aphria" and similar terms) together with the Prospectus qualifies the periodic resale, from time to time, of up to 9,823,183 common shares in the capital of the Company (collectively, the "Resale Shares", each a "Resale Share"), held by the selling shareholders named in this Prospectus Supplement under the heading "Selling Shareholders" (the "Selling Shareholders") during the balance of the 25-month period that the Prospectus, including any amendments thereto, remains valid (the "Offering"). See "Plan of Distribution".
This Prospectus Supplement has been prepared in connection with registration rights provided by us to the Selling Shareholders under an agreement of merger and acquisition dated November 4, 2020 (the "Acquisition Agreement") with, among others, SW Brewing Company, LLC ("Sweetwater") in respect of the acquisition of Sweetwater for aggregate consideration of US$300 million and up to an additional US$66 million of additional cash under an earn-out through the end of the calendar year 2023 (the "Sweetwater Transaction"). See "Recent Developments" and "Plan of Distribution". The Company completed the acquisition of Sweetwater on November 25, 2020 in accordance with the Acquisition Agreement, pursuant to which the Company acquired a 100% interests in Sweetwater and, as partial consideration for this acquisition, issued the Resale Shares to the Selling Shareholders. The Company agreed in the Acquisition Agreement to register the resale by the Selling Shareholders of their Resale Shares and to bear certain related fees and expenses, as described below under "Selling Shareholders".
The common shares of the Company (the "Common Shares"), are listed and posted for trading on the Toronto Stock Exchange (the "TSX") and on The NASDAQ Global Select Market (the "NASDAQ") under the symbol "APHA". On November 25 and 26, 2020, being the last trading days prior to the date of this Prospectus Supplement on the NASDAQ and TSX respectively, the closing price of the Common Shares was US$7.01 and $9.41 on the NASDAQ and the TSX, respectively. The TSX has conditionally approved the listing of the Resale Shares to be distributed under this Prospectus Supplement on the TSX. Listing of the Resale Shares is subject to the Company fulfilling all of the requirements of the TSX and NASDAQ.
Investing in our securities involves a high degree of risk. See "Risk Factors" in this Prospectus Supplement and the Prospectus.
The Selling Shareholders may, from time to time, sell, transfer or otherwise dispose of any or all of the Resale Shares or interests in the Resale Shares on any stock exchange, market or trading facility in the United States on which the Resale Shares are traded or in private transactions within the United States. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. See "Plan of Distribution". This Prospectus Supplement has not been filed in respect of, and will not qualify, any distribution of the Resale Shares in any province or territory of Canada at any time. The Company will not receive any of the proceeds from the sale or other disposition of the Resale Shares by the Selling Shareholders. The net proceeds received from the sale or other disposition of the Resale Shares by the Selling Shareholders, if any, is unknown. See "Selling Shareholders" for further information.
https://www.sec.gov/Archives/edgar/data/1733418/000104746920005599/a2242679zsuppl.htm#bg72904_table_of_contents_prospectus_supplement