Securities Law & Instruments

Headnote

Section 6.1 of NI 62-104, section 9.1 of MI 61-101 and section 5.1 of OSC Rule 48-501 -- Issuer bid -- relief from the requirements applicable to issuer bids in Part 2 of NI 62-104 and Part 3 of MI 61-101, and the restrictions set out in section 2.2 of OSC Rule 48-501 applicable to issuer-restricted persons during an issuer-restricted period -- issuer proposes to repurchase a specified number of its shares from one of its shareholders as part of a larger transaction involving the acceleration of the expiry of a take-over bid initiated by the issuer and an agreement to negotiate a commercial arrangement between the issuer and the target of such take-over bid -- the selling shareholder is a related party of the issuer -- the issuer is relying on the specified markets exemption from the formal valuation requirement in MI 61-11 and the exemption from the minority approval requirement in MI 61-101 as, at the time the transaction was agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeded 25% of the issuer's market capitalization -- issuer has received executed written consents from disinterested shareholders in respect of the share repurchase holding a majority of the outstanding voting shares -- each consenting party received all material information in respect of the proposed transaction and had the opportunity to obtain independent legal advice -- the issuer received an opinion from an independent investment bank that is independent of all interested parties in respect of the share repurchase, that the consideration to be paid pursuant to the share repurchase is fair, from a financial point of view, to the issuer's shareholders (other than the selling shareholder) -- the independent members of the issuer's board have unanimously determined that the proposed transaction is in the best interests of the issuer and its shareholders (other than the selling shareholder) and that the share repurchase will not adversely affect the issuer's financial position and will be accretive -- the issuer has also received an opinion from the independent investment bank that a liquid market for the shares exists and that it is reasonable to conclude that, following the completion of the share repurchase, there will be a market for holders of shares who do not participate in the share repurchase that is not materially less liquid than the market that existed at the time of the share repurchase -- share repurchase will not close until at least 10 calendar days after the granting of the order -- share repurchase is exempt from the requirements applicable to issuer bids in Part 2 of NI 62-104 and Part 3 of MI 61-101 and the issuer-restricted person restrictions in section 2.2 of OSC Rule 48-501, subject to conditions, including that, at the time of the share repurchase, the purchase price thereunder, on a per share basis, is not greater than the market price of the issuer's shares, as determined in accordance with NI 62-104.

Statutes Cited

National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and s. 6.1.

Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, Part 3 and s. 9.1.

Ontario Securities Commission Rule 48-501 Trading During Distributions, Formal Bids and Share Exchange Transactions, ss. 2.2 and 5.1.

IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, c.S.5, AS AMENDED

AND

IN THE MATTER OF
GREEN GROWTH BRANDS INC.

ORDER
(Section 5.1 of Ontario Securities Commission Rule 48-501,
Section 9.1 of Multilateral Instrument 61-101 and
Section 6.1 of National Instrument 62-104)

UPON the application (the "Application") of Green Growth Brands Inc. (the "Filer") for an order pursuant to:

(a) section 6.1 of National Instrument 62-104 Take-Over Bids and Issuer Bids ("NI 62-104") and section 9.1 of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") exempting the Filer from the requirements applicable to issuer bids in Part 2 of NI 62-104 and Part 3 of MI 61-101 (the "Issuer Bid Requirements") in connection with the proposed purchase by the Filer (the "Share Repurchase") of an aggregate of 27,300,000 common shares of the Filer held by GA Opportunities Corp. ("GAOC", and such shares, the "Subject Shares") in connection with the Proposed Transaction (as defined below); and

(b) section 5.1 of Ontario Securities Commission Rule 48-501 Trading During Distributions, Formal Bids and Share Exchange Transactions ("Rule 48-501") exempting the Filer from the restrictions in section 2.2 of Rule 48-501 (the "Issuer-Restricted Person Restrictions") in respect of the Subject Shares.

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON the Filer, (and GAOC in respect of paragraphs 5, 6, 7, 10, 11, 18, 22, 23, 26, 42 and 47 as they relate to GAOC, and Aphria in respect of paragraphs 9, 10, 11, 13, 14, 15, 17, 24, 25, 42, and 47 as they relate to Aphria) having represented to the Commission that:

1. The Filer is a corporation existing under the Business Corporations Act (Ontario) (the "OBCA") and in good standing. The Filer's registered office is 5300 Commerce Court West, 199 Bay Street, Toronto, ON, M5L 1B9 and its principal place of business is 4300 East Fifth Avenue, Columbus, OH, 43219.

2. The Filer is a reporting issuer in British Columbia, Alberta, Ontario, Quebec, and Nova Scotia, and is not in default of any requirement of securities legislation in the jurisdictions in which it is a reporting issuer.

3. The authorized capital of the Filer consists of an unlimited number of common shares (the "Common Shares"), and an unlimited number of proportionate voting shares (the "PV Shares", and together with the Common Shares, the "Voting Shares"). As at March 31, 2019, the Filer had 188,226,166 Common Shares and 40,698 PV Shares outstanding. The Common Shares are listed for trading on the Canadian Stock Exchange (the "CSE") and on the OTCQB Venture Market under the symbols "GGB" and "GGBXF", respectively. The PV Shares are not listed on any marketplace.

4. The holders of Common Shares are entitled to one vote for each Common Share held, and holders of PV Shares are entitled to 500 votes for each PV Share held.

5. GAOC is a corporation existing under the OBCA and in good standing. GAOC has its registered office at 2 Bloor Street West, Suite #1805, Toronto, ON, M4W 3E2. GAOC is not a reporting issuer in any jurisdiction.

6. GAOC is the beneficial owner of 27,500,000 Common Shares, representing approximately 13.2% of the outstanding Voting Shares as of March 31, 2019.

7. GAOC is a party to an amended and restated nomination rights agreement (the "Nomination Agreement") dated November 9, 2018 between the Filer and certain of its shareholders. Pursuant to the terms of the Nomination Agreement, GAOC has the right to nominate one director of the Filer so long as it beneficially owns, directly or indirectly, and in the aggregate, more than 5% of the issued and outstanding Common Shares (on a non-diluted basis). GAOC has not exercised its rights under the Nomination Agreement and will not do so prior to the completion of the Share Repurchase, at which time its rights under the Nomination Agreement will extinguish.

8. The Filer: (a) does not have beneficial ownership of, or control or direction over, any voting securities of GAOC or any of its affiliates or associates; (b) does not have any representatives on the board of directors of GAOC or any of its affiliates or associates, or the right to appoint any such representatives; and (c) does not have any relationships with GAOC other than the Nomination Agreement and GAOC's ownership interest in the Filer.

9. Aphria Inc. ("Aphria") is a corporation existing under the OBCA and in good standing. Aphria is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland. The common shares of Aphria (the "Aphria Shares") are listed for trading on the Toronto Stock Exchange (the "TSX") and the New York Stock Exchange under the symbol "APHA".

10. On September 24, 2018, GAOC and Aphria entered into a share purchase agreement pursuant to which certain third party securities were purchased by GAOC from Aphria (the "Initial Share Purchase Agreement"). These securities were sold by GAOC and the proceeds from the sale were used by GAOC to purchase 15,271,040 Common Shares at $2.00 per Common Share. As payment for the third party securities, GAOC issued Aphria a promissory note in the principal amount of $30,542,081 bearing interest at 12% per annum for a five year term (the "Initial GAOC Promissory Note"). GAOC also granted Aphria an option to acquire the 15,271,040 Common Shares (the "First Option"). The exercise price of the First Option is equal to the principal amount of the Initial GAOC Promissory Note. The ability of Aphria to exercise the First Option is subject to certain conditions relating to the legalization of cannabis federally in the United States and requires the approval of the TSX. In order to address certain U.S. regulatory matters, GAOC has agreed that it would not, without the prior written consent of Aphria, cause or permit any amendment to the terms of the First Option.

11. On November 24, 2018, GAOC and Aphria amended and restated the Initial Share Purchase Agreement to reflect the purchase of additional third party securities by GAOC from Aphria. These securities were sold by GAOC and the proceeds from the sale were used by GAOC to purchase 12,228,960 Common Shares at $2.00 per Common Share. Concurrently, GAOC and Aphria amended and restated the Initial GAOC Promissory Note (the "GAOC Promissory Note") to reflect a principal amount of $55,000,000 bearing interest at 12% per annum for a five year term. GAOC also orally agreed to extend the terms and conditions of the First Option to include the additional 12,228,960 Common Shares, such that the option granted to Aphria by GAOC is in respect of all 27,500,000 Common Shares held by GAOC (the "Option").

12. After the close of trading on December 27, 2018, the Filer issued a press release (the "Intention Press Release") announcing its intention to make an offer to purchase all of the issued and outstanding Aphria Shares (the "Offer"). The Offer was formally commenced with the filing of the take-over bid circular (the "Bid Circular") on January 22, 2019 and the publication of a newspaper advertisement on January 23, 2019. Pursuant to the Offer, holders of Aphria Shares who tender to the Offer will receive 1.5714 Common Shares in exchange for each Aphria Share. Based on the closing price of Common Shares on:

(a) December 24, 2018 (i.e. the last trading day prior to the Intention Press Release), the implied consideration under the Offer was $6.68 per Aphria Share (compared to a closing market price of $7.56 per Aphria Share on the TSX); and

(b) January 21, 2019 (i.e. the last trading day prior to the date of the Bid Circular), the implied consideration under the Offer was $9.41 per Aphria Share (compared to a closing market price of $9.92 per Aphria Share on the TSX).

13. On February 6, 2019, Aphria filed its directors' circular (the "Aphria Circular") in response to the Offer. The Aphria Circular stated that, following receipt of the recommendation of a committee of independent directors, and an inadequacy opinion from its financial advisor, the board of directors of Aphria unanimously concluded that the Offer is undervalued and inadequate and not in the best interests of Aphria, Aphria's shareholders or Aphria's other stakeholders. Accordingly, the board of directors of Aphria recommended that Aphria shareholders reject the Offer.

14. Subsequent to the Intention Press Release, representatives of the Filer and Aphria have engaged in various discussions, including to determine whether a friendly acquisition transaction could be agreed to between the parties. These discussions have not been successful.

15. Based on the current trading prices of the Aphria Shares and the Common Shares, each of the Filer and Aphria believe that the market is not supportive of the Offer and that the Offer will fail to satisfy the statutory requirement that more than 50% of the outstanding Aphria Shares (excluding the Filer's 3,000,000 Aphria Shares) be deposited under the Offer and not withdrawn. As of March 31, 2019, 17,741 (of the 250,306,607) Aphria Shares, representing 0.007% of the issued and outstanding Aphria Shares, were deposited under the Offer.

16. Other than between January 10, 2019 and January 17, 2019, at no point since the Intention Press Release has the implied consideration under the Offer for the Aphria Shares been equal to or greater than the market price of the Aphria Shares on the TSX.

17. Given the anticipated failure of the Offer, and to reduce the uncertainty that both Aphria and the Filer believe exist as a result of the market overhang created by the Offer, representatives of Aphria and the Filer have also discussed alternatives (including taking no action and letting the Offer proceed to its expiry on May 9, 2019, potential joint ventures, sharing intellectual property and limited unilateral or bilateral asset sales) which have culminated in a proposed transaction (the "Proposed Transaction") consisting of three cross-conditional components, namely:

(a) the acceleration of the expiry of the Offer;

(b) the concurrent Share Repurchase and termination of the Option and GAOC Promissory Note; and

(c) the agreement of the Filer and Aphria to, within three months of the completion of the Share Repurchase, enter into good faith negotiations to conclude a commercial arrangement involving matters related to research and development, licensing and/or distribution (the "Commercial Arrangement").

18. The aggregate price payable by the Filer to GAOC for the Subject Shares is $89,000,000 (the "Purchase Price"), or approximately $3.26 per Subject Share, representing an approximately:

(a) 19% discount to the closing price of the Common Shares on April 11, 2019; and

(b) 29% discount to the 20 day volume weighted average price of the Common Shares on April 11, 2019.

19. The Filer will satisfy payment of the Purchase Price to GAOC as and when due in accordance with the terms of the Definitive Agreements (as defined below), which Purchase Price will be comprised of:

(a) a secured promissory note in the principal amount of $39,000,000, bearing interest at 3% per annum with a term of six months (the "GGB Promissory Note");

(b) the proceeds from the sale of the Filer's 3,000,000 Aphria Shares following the expiry of the Offer; and

(c) the proceeds from the exercise of certain issued and outstanding warrants of the Filer (the "Warrants", and such exercise, the "Warrant Exercise").

20. The Warrants were issued on November 9, 2018 in connection with a business combination of the Filer and consist of an aggregate of 16,635,085 Warrants exercisable for Common Shares, with a weighted average exercise price of $1.80 per Common Share, and 19,097 Warrants exercisable for PV Shares, with an exercise price of $900 per PV Share, exercisable, in each case, until November 9, 2020. No holder of Warrants participating in the Warrant Exercise will receive, directly or indirectly, in connection with such Warrant Exercise, any payment, beneficial enhancement or inducement of any kind, for exercising his/her/its Warrants.

21. The proceeds received from the Filer upon the Warrant Exercise will be sufficient to satisfy amounts remaining under the Purchase Price after taking into account the proceeds from the sale of the Filer's 3,000,000 Aphria Shares and the GGB Promissory Note.

22. GAOC will then transfer the $50,000,000 in cash received from the Filer to Aphria, and pay the proceeds received under the GGB Promissory Note to Aphria in consideration for the termination of the Option and GAOC Promissory Note.

23. Following completion of the Share Repurchase, GAOC will beneficially own 200,000 Common Shares (the "Remaining Shares"), representing 0.12% of the outstanding Voting Shares (following the cancellation of the Subject Shares but assuming that no Warrants are exercised). The Remaining Shares will be subject to a lock-up agreement between the Filer and GAOC (or its permitted transferee) pursuant to which 16,666 Common Shares will be released per month for a period of 12 months. Once released from the terms of the lock-up, GAOC (or its permitted transferee) will have full discretion with respect to the Remaining Shares. The Remaining Shares will not be repurchased by the Filer.

24. Since December 2018, Aphria has been considering alternatives to unlocking the value underlying the Option and Promissory Note and has worked with its financial advisor in connection with its consideration of same. Given the restrictive provisions in the Option and the Promissory Note and the rules of the TSX, Aphria, with the assistance of, and following discussions with, its financial advisor determined that there were very few, if any, alternatives to unlock or derive near term value from the Option and the Promissory Note. Aphria has determined that the Filer repurchasing the Common Shares subject to the Option would be in the best interests of Aphria.

25. For the purposes of the Proposed Transaction, the members of the board of directors of Aphria are independent of the Filer and GAOC (excluding Shawn Dym, who is a former director of the Filer) and have unanimously determined that the Proposed Transaction is in the best interests of Aphria.

26. GAOC has determined that the Share Repurchase is in the best interests of GAOC.

27. In connection with the Proposed Transaction, the Filer has received an oral opinion from its financial advisor, Canaccord Genuity Corp. ("Canaccord"), an investment bank that is independent of all "interested parties" (as defined below) in the Share Repurchase, stating that the consideration to be paid pursuant to the Share Repurchase is fair, from a financial point of view, to the Filer's shareholders (other than GAOC). Canaccord has completed all work necessary to support the delivery of the long-form opinion in written form (the "Fairness Opinion") and will deliver the Fairness Opinion to the Filer within five business days of the date of this Order. For the purposes of this Order, all references to "interested parties" will have the meaning ascribed to that term in MI 61-101, but will also include Aphria.

28. For the purposes of the Proposed Transaction, the members of the board of directors of the Filer (the "Board") are independent directors within the meaning of MI 61-101, except for Peter Horvath, the current Chief Executive Officer of the Filer, and Timothy Moore, the former Chief Executive Officer of the Filer.

29. The independent members of the Board have unanimously determined, acting in good faith, that:

(a) the Proposed Transaction is in the best interests of the Filer and its shareholders (other than GAOC);

(b) in considering the Proposed Transaction as a whole, the Share Repurchase will not adversely affect the financial position of the Filer and will be accretive to the Filer;

(c) the Share Repurchase, and the issuance of Voting Shares upon the exercise of Warrants to fund the Share Repurchase, will not materially affect control of the Filer.

30. The Filer agreed to the terms of the Share Repurchase in order to facilitate the Proposed Transaction, and not to give preferential treatment to GAOC or Aphria, or to provide a method for the Filer to purchase the Subject Shares. The Filer believes that:

(a) the Proposed Transaction reduces uncertainty by eliminating the market overhang created by the outstanding Offer which is impeding the ability of the Filer to move forward in implementing its business plans;

(b) the Proposed Transaction will be accretive to the Filer as a result of the significant difference between the Purchase Price, on a per share basis, and the current trading price of the Common Shares;

(c) the Commercial Arrangement may provide the Filer with research and development, licensing and/or distribution opportunities;

(d) the elimination of GAOC's position in the Filer is important as it allows for the extinguishment of GAOC's rights under the Nomination Agreement, and because the interests of GAOC do not necessarily align with those of the other shareholders of the Filer; and

(e) shareholders of the Filer (other than GAOC) will be able to sell their Common Shares on the market for cash proceeds in excess of the Purchase Price, on a per share basis.

31. The Share Repurchase is an integral part of the Proposed Transaction. As a result of the fact that no shareholders of the Filer, other than GAOC, are a party to the Proposed Transaction, it is not possible for the Filer to offer to acquire Common Shares from all holders of Common Shares on the same terms and conditions as those contemplated by the Share Repurchase.

32. GAOC is a "related party" of the Filer (as such term is defined in MI 61-101) and the Share Repurchase is a "related party transaction" under paragraph (a) of that definition in MI 61-101.

33. Paragraph 5.5(b) of MI 61-101 (the "Specified Markets Exemption") exempts related party transactions from the formal valuation requirement if no securities of the issuer are listed or quoted on the TSX, Aequitas NEO Exchange Inc., the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc. The Filer is able to satisfy the Specified Markets Exemption and is relying on same in respect of the Share Repurchase.

34. Paragraph 5.7(1)(a) of MI 61-101 (the "25% Market Cap Exemption") exempts related party transactions from the minority approval requirement if, at the time the transaction is agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeds 25% of the issuer's market capitalization. The Share Repurchase is able to satisfy the conditions of the 25% Market Cap Exemption and accordingly, the Filer is relying on same in respect of the Share Repurchase.

35. The Share Repurchase constitutes an "issuer bid" for the purposes of NI 62-104 and MI 61-101, to which the Issuer Bid Requirements would apply. The Share Repurchase cannot be made in reliance upon the exemptions from the Issuer Bid Requirements set out in Part 4 of NI 62-104 and section 3.4 of MI 61-101.

36. Paragraph 3.4(b) of MI 61-101 (the "Liquid Market Exemption") exempts an issuer from the requirement to obtain a formal valuation in connection with an issuer bid if: (a) a liquid market exists; (b) it is reasonable to conclude that, following the completion of the bid, there will be a market for holders of the securities who do not tender to the bid that is not materially less liquid than the market that existed at the time of the making of the bid; and (c) if an opinion is provided by a person qualified and independent of all interested parties to the issuer bid to the issuer that there is a liquid market in the class at the date the transaction is publicly announced. The Filer has obtained an oral liquidity opinion from Canaccord in accordance with the requirements of MI 61-101 and is able to satisfy the conditions of the Liquid Market Exemption. Canaccord has completed all work necessary to support the delivery of the liquidity opinion in written form (the "Liquidity Opinion") and will deliver the Liquidity Opinion to the Filer within five business days of the date of this Order.

37. The Filer has received executed written consents in support of the Share Repurchase from holders of Voting Shares (the "Consenting Shareholders") holding a majority of the outstanding Voting Shares, other than Voting Shares held by: (a) interested parties for a related party transaction; (b) related parties of an interested party, unless the related party meets that description solely in its capacity as a director or senior officer of one or more entities that are neither interested parties nor issuer insiders of the Filer; or (c) a joint actor with a person or company referred to in (a) or (b) above, in respect of the Share Repurchase (such excluded persons, the "Excluded Persons"). Each Consenting Shareholder has had the opportunity to obtain independent legal advice.

38. Each Consenting Shareholder was provided with:

(a) draft versions of the definitive agreements to be entered into by the Filer, GAOC and Aphria (collectively, the "Definitive Agreements") documenting the Proposed Transaction;

(b) written confirmation that the Filer will not enter into the Definitive Agreements unless and until delivery by Canaccord of a favourable oral Fairness Opinion and Liquidity Opinion; and

(c) a written undertaking by the Filer to provide a copy of the Transaction Disclosure Documents (as defined below) as soon as they become available.

39. No Consenting Shareholder (including those Consenting Shareholders that are not related parties of the Filer) has received, or will receive, any collateral benefit in respect of the Share Repurchase, the Warrant Exercise or in connection with agreeing to provide its written consent.

40. Each Consenting Shareholder will be provided with a copy of the following documents (collectively, the "Transaction Disclosure Documents"), which documents will also be filed on SEDAR:

(a) the final form of Definitive Agreements;

(b) the news release (the "News Release") of the Filer announcing the execution of the Definitive Agreements, and the related material change report (the "MCR"). The MCR will contain the information required pursuant to section 5.2 and paragraphs 5.3(3)(g) and (h) of MI 61-101. Additionally, the News Release and MCR will also disclose:

(i) the material terms and conditions of the Definitive Agreements;

(ii) that the Proposed Transaction is conditional upon, among other things, receipt of exemptive relief from the Issuer Bid Requirements from the Commission; and

(iii) that the Filer has been granted exemptive relief from the Issuer Bid Requirements in connection with the Share Repurchase;

(c) the Fairness Opinion; and

(d) the Liquidity Opinion.

41. Each Consenting Shareholder will also be provided with any document issued and filed by the Filer on SEDAR in respect of the Share Repurchase prior to the closing of the Share Repurchase.

42. At the time that the Filer, GAOC and Aphria agreed to the Purchase Price, and entered into the Definitive Agreements, none of the Filer, GAOC or Aphria, or their respective personnel who negotiated the Share Repurchase or made, participated in the making of, or provided advice in connection with, the decision to enter into the Definitive Agreements, was aware of any "material change" or "material fact" (each as defined in the Securities Act (Ontario)) with respect to the Filer or the Voting Shares that has not been generally disclosed.

43. As the Filer is an "issuer-restricted person" for the purposes of Rule 48-501 and the Definitive Agreements will be entered into prior to the expiry of the Offer during an "issuer-restricted period" (as defined in Rule 48-501), the Filer requires relief from the Issuer-Restricted Person Restrictions.

44. The Filer has not bid for or purchased, and will not bid for or purchase, any Common Shares on a published market during the "issuer-restricted period" (as defined in Rule 48-501) that applies until the expiry of the Offer.

45. The Share Repurchase will not occur if the Purchase Price, on a per share basis, is greater than the market price (determined in accordance with NI 62-104) of the Common Shares.

46. The Filer is not required to obtain any approval of its shareholders in connection with the Proposed Transaction at a meeting called for such purpose under corporate or securities laws.

47. No third party consents or approvals (including from governmental, regulatory or self-regulatory organizations such as the TSX) are required by any of the Filer, GAOC or Aphria for any of the actions comprising the Proposed Transaction.

48. The Share Repurchase will not close until at least 10 calendar days after the granting of this Order.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS ORDERED pursuant to section 6.1 of NI 62-104 and section 9.1 of MI 61-101 that the Filer be exempt from the Issuer Bid Requirements in connection with the Share Repurchase, and pursuant to section 5.1 of Rule 48-501 that the Filer be exempt from the Issuer-Restricted Person Restrictions in respect of the Subject Shares, provided that:

(a) as at the time of the entering into of the Definitive Agreements, the Board is of the view that the Share Repurchase, and the Proposed Transaction as a whole, are in the best interests of the Filer and its shareholders (other than GAOC);

(b) as at the time of the closing of the Share Repurchase, no third party consents or approvals (including from governmental, regulatory or self-regulatory organizations such as the TSX) are required by any of the Filer, GAOC or Aphria in connection with the Share Repurchase;

(c) no holder of Warrants participating in the Warrant Exercise has received, or will receive, directly or indirectly, in connection with such Warrant Exercise, any payment, beneficial enhancement or inducement of any kind, for exercising his/her/its Warrants;

(d) as at the time of the closing of the Share Repurchase, the Filer is in possession of executed written consents from Consenting Shareholders holding, in the aggregate, a majority of the outstanding Voting Shares, other than Voting Shares held by Excluded Persons;

(e) no Consenting Shareholder (including those Consenting Shareholders that are not related parties of the Filer) has received, or will receive, any collateral benefit in respect of the Share Repurchase, the Warrant Exercise or in connection with agreeing to provide its written consent;

(f) prior to the closing of the Share Repurchase, each Consenting Shareholder has received all material information in respect of the Share Repurchase, including the Transaction Disclosure Documents and this Order;

(g) the Filer does not, and did not, bid for or purchase any Common Shares on a published market during the "issuer-restricted period" (as defined in Rule 48-501); and

(h) the Purchase Price, on a per share basis, is not greater than the market price (determined in accordance with NI 62-104) of the Common Shares.

DATED at Toronto this 12th day of April, 2019.

"Naizam Kanji"
Director, Office of Mergers & Acquisitions
Ontario Securities Commission