APHRIA AND NUUVERA ANNOUNCE CLOSING OF ARRANGEMENT
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Leamington and Toronto, Ontario (March 23, 2018) – Aphria Inc. (“Aphria”) (TSX:APH and US OTC: APHQF) and Nuuvera Inc. (“Nuuvera”) (TSXV:NUU) are pleased to announce that they have completed the previously announced arrangement (the “Arrangement”) under the provisions of the Business Corporations Act (Ontario), pursuant to which, among other things, Aphria has acquired all of the common shares of Nuuvera (the “Nuuvera Shares”) not already owned by it.
Under the terms of the Arrangement, each former Nuuvera shareholder is now entitled to receive $0.62 in cash, rather than $0.60, as previously announced, plus 0.3546 of a common share of Aphria, for each Nuuvera Share held prior to the Arrangement (the “Consideration”). The increase in the cash consideration is a result of Nuuvera’s cash on hand exceeding the Restricted Cash Amount (as defined in the Arrangement Agreement Amending Agreement dated February 19, 2018).
It is anticipated that the Nuuvera Shares will be delisted from the TSX Venture Exchange as of the close of trading on or about March 26, 2018 and Nuuvera intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations. Pursuant to the letter of transmittal mailed to Nuuvera shareholders as part of the material in connection with the special meeting of Nuuvera shareholders held on March 20, 2018 (the “Meeting”), in order to receive the Consideration to which they are entitled, registered holders of Nuuvera Shares will be required to deposit their share certificate(s) representing Nuuvera Shares, together with the duly completed letter of transmittal, with TSX Trust Company, the depositary under the Arrangement.
Shareholders whose Nuuvera Shares are registered in the name of a broker, dealer, bank, trust company or other nominee should contact their nominee with questions regarding the receipt of the Consideration. Further information about the Arrangement is set forth in the materials prepared by Nuuvera in respect of the Meeting which were mailed to Nuuvera shareholders and filed under Nuuvera’s profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
Aphria, one of Canada’s lowest-cost medical cannabis producers, produces, supplies and sells medical cannabis. Located in Leamington, Ontario, the greenhouse capital of Canada, Aphria is truly powered by sunlight, allowing for the most natural growing conditions available. Aphria is committed to providing pharma-grade medical cannabis, superior patient care while balancing patient economics and returns to shareholders.
For more information about Aphria, please visit www.aphria.ca
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. Through its subsidiaries, ARA – Avanti and Avalon Pharmaceutical Inc., Nuuvera holds a Dealer License (GMP) under the Narcotic Control Regulations and Office of Controlled Substances. Nuuvera is currently in the final stages of the Health Canada review process to become a Licensed Producer of medical marijuana under the ACMPR, and has recently received its “letter to build” approval.
For more information about Nuuvera, please visit: www.nuuvera.com
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