Aphria Announces Closing of US$300 Million 5.25% Convertible Senior Notes Offering and Exercise of US $50 Million Initial Purchasers Option in Full

Aphria Inc. (TSX: APHA and NYSE: APHA) announced it has closed its offering of 5.25% convertible senior notes due 2024 (the "notes") for gross proceeds of US$300 million in a private placement to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the "Act"), and outside the United States to non-U.S. persons in compliance with Regulation S under the Act.

On April 23, 2019, the initial purchasers exercised their option to purchase up to an additional US$50 million principal amount of notes in full, resulting in gross proceeds of US$350 million. The sale of the additional notes to the initial purchasers is expected to settle on April 26, 2019, subject to the satisfaction of customary closing conditions. 

Aphria intends to use the net proceeds from this offering to support its international expansion initiatives, for future acquisitions and for general corporate purposes, including working capital requirements, in jurisdictions where federally and nationally legal.

The notes are senior unsecured obligations of Aphria and will accrue interest at a rate of 5.25% per year, payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2019. The notes will mature on June 1, 2024, unless earlier repurchased, redeemed or converted.

The initial conversion rate for the notes will be 106.5644 common shares of Aphria per US$1,000 principal amount of notes (which is equivalent to an initial conversion price of approximately US$9.38 per common share). Conversions of the notes will be settled in cash, common shares of Aphria or a combination thereof, at Aphria's election. The initial conversion price represents a conversion premium of approximately 20% over the sale price of US$7.82 per common share of Aphria on the New York Stock Exchange on April 17, 2019, the last reported trading day prior to the announcement of the pricing of the notes.

This news release is neither an offer to sell nor a solicitation of an offer to buy the notes or the common shares of Aphria into which the notes may be convertible and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

The offer and sale of the notes and any common shares of Aphria issuable upon conversion of the notes have not been registered under the Act or any state securities laws, or qualified for distribution by prospectus in Canada, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements, or sold in Canada absent an exemption from the prospectus requirements of Canadian securities laws

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