Meets Contractual Obligations to the
Convertible Debenture Syndicate
Proforma cash at
May 31, 2019 was over $600 million1
LEAMINGTON, ON, Aug. 23, 2019 /PRNewswire/ - Aphria Inc.
("Aphria" or the "Company") (TSX: APHA and NYSE:
APHA), announced today that it has filed a preliminary short form
base shelf prospectus (the "Shelf Prospectus") with the
securities regulators in each province of Canada, except for the Province of
Quebec, and a corresponding shelf
registration statement on Form F-10 (the "Registration
Statement") with the United States Securities and Exchange
Commission (the "SEC").
The filing of the Shelf Prospectus satisfies one of the
Company's contractual obligations to its syndicate of underwriters
in connection with the US$350 million
of convertible senior notes issued by the Company on April 23, 2019. It also provides the Company the
flexibility to allow an institutional investor or a strategic
partner to invest in its business, or raise funds if necessary.
The Shelf Prospectus and Registration Statement, when made final
or effective, will allow the Company and/or selling security
holders to make offerings of common shares (including by way of an
"at-the-market distribution" in accordance with applicable
securities laws), debt securities, subscription receipts,
convertible securities, rights, units, warrants or any combination
thereof of up to an aggregate of US$500
million (or the equivalent thereof in other currencies based
on the applicable exchange rate at the time of any offering) during
the 25-month period that the Shelf Prospectus is effective. With
respect to sales by selling security holders, the Company intends
to allocate US$350 million of the
capacity under the Shelf Prospectus to provide for the resale of
the convertible notes and/or the common shares issuable upon
conversion of the notes by the holders of such securities. Should
the Company and/or selling security holders decide to offer
securities during this period, the specific terms, including the
use of proceeds from any offering, will be set forth in a related
prospectus supplement to the Shelf Prospectus, which will be filed
with the applicable Canadian securities regulatory authorities and
the SEC.
A copy of the Shelf Prospectus can be found on SEDAR at
www.sedar.com and a copy of the Registration Statement can be
found on EDGAR at www.sec.gov.
The Registration Statement has been filed with the SEC, but has
not yet become effective. No securities of the Company may be sold
nor may offers to buy such securities be accepted prior to the time
the Registration Statement becomes effective. This press release
shall not constitute an offer to sell or a solicitation of an offer
to buy, nor shall there be any sale of these securities in any
jurisdiction in which an offer, solicitation or sale would be
unlawful prior to registration or qualifications under the
securities laws of any such jurisdiction.
We Have A Good Thing Growing
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1
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Cash and marketable
securities balance as disclosed in May 31, 2019 audited
consolidated financial statements plus $39 million of proceeds to
be received from promissory note due in November 2019.
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About Aphria Inc.
Aphria Inc. is a leading global
cannabis company driven by an unrelenting commitment to our people,
the planet, product quality and innovation. Headquartered in
Leamington, Ontario – the
greenhouse capital of Canada –
Aphria Inc. has been setting the standard for the low-cost
production of high-quality cannabis at scale, grown in the most
natural conditions possible. Focusing on untapped opportunities and
backed by the latest technologies, Aphria Inc. is committed to
bringing breakthrough innovation to the global cannabis market. The
Company's portfolio of brands is grounded in expertly-researched
consumer insights designed to meet the needs of every consumer
segment. Rooted in our founders' multi-generational expertise in
commercial agriculture, Aphria Inc. drives sustainable long-term
shareholder value through a diversified approach to innovation,
strategic partnerships and global expansion, with a presence in
more than 10 countries across 5 continents.
For more information, visit: aphriainc.com
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: Certain
information in this news release constitutes forward-looking
statements under applicable securities laws. Any statements that
are contained in this news release that are not statements of
historical fact may be deemed to be forward-looking statements.
Forward looking statements are often identified by terms such as
"may", "should", "anticipate", "expect", "potential", "believe",
"intend" or the negative of these terms and similar expressions.
Forward-looking statements in this news release include, but are
not limited to, statements with respect to the filing of the
(final) Shelf Prospectus and any prospectus supplement filed in
connection therewith, the potential issuance of securities of the
Company, the amount of securities that may be issued, the use of
proceeds under the Shelf Prospectus and any prospectus supplement
filed in connection therewith, internal expectations, estimated
margins, expectations with respect to actual production volumes,
expectations for future growing capacity and costs, the completion
of any capital project or expansions, and expectations with respect
to future production costs. Forward-looking statements necessarily
involve known and unknown risks, including, without limitation,
risks associated with general economic conditions; adverse industry
events; marketing costs; loss of markets; future legislative and
regulatory developments involving cannabis; inability to access
sufficient capital from internal and external sources, and/or
inability to access sufficient capital on favourable terms; the
cannabis industry in Canada
generally, income tax and regulatory matters; the ability of Aphria
Inc. to implement its business strategies; competition; crop
failure; currency and interest rate fluctuations and other
risks.
Readers are cautioned that the foregoing list is not exhaustive.
Readers are further cautioned not to place undue reliance on
forward-looking statements as there can be no assurance that the
plans, intentions or expectations upon which they are placed will
occur. Such information, although considered reasonable by
management at the time of preparation, may prove to be incorrect
and actual results may differ materially from those
anticipated.
The forward-looking statements included in this news release are
made as of the date of this news release and the Company does not
undertake an obligation to publicly update such forward-looking
statements to reflect new information, subsequent events or
otherwise unless required by applicable securities laws.
Forward-looking statements contained in this news release are
expressly qualified by this cautionary statement.
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SOURCE Aphria Inc.