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Afria responds to unannounced proposals from brands for green growth



LEMINGTON, NA, December 28, 2018 / CNW / – Aphria Inc. ("Afria"or"Company") (TSX: APHA andNYSE: APHA) today react to the unwanted proposal by Xanthic Biopharma Inc. d.b.a. Green Growth Brands Ltd (CSE: GGB) ("GGB") to acquire all the outstanding ordinary shares of the company in a transaction with all the shares.

On the basis of the 20-day weighted average GGG share price and the explicit exchange of 1.5714 ordinary shares of GGB for each share Africa, the proposed offer would be approximately 23% lower than the average price of the Company's share over the same period. Aphria shareholders should be aware that the value of GGB's bid per share is based on a hypothetical valuation of its own shares, without any connection to the current price.

GGB leadership presented Afry's offer in the morning December 27, 2018, and immediately went public with his proposal, less than six hours later and after the closed market the same day. The board believes that GGB is trying to acquire the company through a highly conditioned offer with a significant discount on its current and future value.

Irwin Simon"While we appreciate the interest of GGB for the value we created in Aqra and our significant growth prospects, their proposal does not reward our shareholders for participation in such a transaction. Furthermore, the proposed offer is quite risky, given that that the GBB requirement to complete mediated financing at a price that is more than double the latest average level of their share price as a key term for the proposal. "

Simon added, "The board found that the GBB's proposal, as it currently stands, greatly underestimates the company. Africa has a huge market opportunity as a leader in the sector and a strategic vision to satisfy those opportunities, a value for the benefit of all our shareholders."

The Board of Directors of Africa has established an independent committee of directors to review this proposal and any formal offer. As previously reported, Africa has a passive investment in the Green Acr Capital Fund II, which we understand has invested in a number of new cannabis companies, including GGB. The independent commission is composed of directors who have no connection with the Green Fund II or GGB Fund. Afria will continue to pursue its current corporate strategy, including its international expansion plan and the growth of its unique assets.

For more information, visit the site: aphria.ca

ADDITIONAL INFORMATION AND WHERE TO BE TAKEN: The tender offer described in this communication ("Bid") has not yet been started, and this communication is neither an offer for purchase nor an invitation to bid for the sale of ordinary shares of the Company or other securities. On the bid date, the offer of the offer of a TO offer, including a purchase offer, a dispatch letter and related documents, will be submitted to the SEC by Xanthic Biopharma Inc. and the 14D-9 invitation / recommendation statement will be submitted to the SEC by the Company. The bid for the purchase of ordinary shares of the Company shall be carried out only in accordance with the offer of purchase, the delivery letter and related documents submitted as part of the Schedule TO. Investors and security holders are required to read the bid statement and the invitation / recommendation statement regarding the offer, as they may change from time to time, when they become available, because they will contain important information. Investors and holders of securities may receive a free copy of these reports (when available) and other documents submitted to the SEC on the SEC's maintained website at www.sec.gov or on the company's website www.aphria .ca.

IMPORTANT REMARKS IN RELATION TO PROPOSALS: Certain information in this news release is progressive statements under the applicable securities laws. All the statements contained in this news release that do not declare historical facts can be considered progressive statements. The forward-looking statements are often identified with terms such as "can," "need," "predict," "expect," "potential," "trust," "intent" or negatively from these terms and similar expressions. Statements relating to the future in this press release include, but are not limited to, statements about internal expectations, estimated margins, expectations regarding actual production volumes, expectations for future growth capabilities and costs, the completion of any capital project, or extensions, and expectations regarding future production costs. Statements relating to further statements necessarily include known and unknown risks, including, without limitation, risks associated with general economic conditions; negative events in the industry; 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 favorable terms; cannabis industry Canada generally, income tax and regulatory issues; Africa's ability to implement its business strategies; competition; crop failure; currency and interest fluctuations and other risks.

Readers warn that the listed list is not exhaustive. Readers further warn about not putting undue reliance on progress statements because there can be no assurances that the plans, intentions or expectations on which they are placed will arise. Such information, although considered reasonable by the management at the time of preparation, may prove to be inaccurate and the actual results may differ materially from the expected ones.

Statements relating to the future included in this press release are made from the date of publication of the news, and the Company does not undertake to publicly update such progressive statements to reflect new information, subsequent events or otherwise unless it is required by valid securities laws.

Statements relating to further statements contained in this press release are explicitly qualified with this Statement of Warning.

SOURCE Aphria Inc.

For further information: For questions from the media, please contact: Tamara McGregor, vice president, communications, Afria, tamara.macgregor@aphria.com, 437-343-4000 or Dan Gagnier / Jeff Mathews, Gagnier Communications, 646-569- 5897; For investor questions, please contact: John Sadler, vice president, investor relations, john.sadler@aphria.com, 519-919-7500

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