Aphria Inc. Securities Class Action

Did you purchase shares of Aphria Inc. (“Aphria”) after January 29, 2018 and hold them until March 23, 2018 and/or December 3, 2018?

Important Deadline:

There is a Claims Bar Deadline to file a claim for compensation from the Settlement:

11:59 pm Toronto (Eastern) time on August 26, 2025.

You must file a claim by the Claims Bar Deadline, failing which you cannot claim a portion of the Settlement and your claim will be extinguished. As a result, you should act without delay.

Court Approval of the Settlement

The Class Action alleged that, between January 29 and December 3, 2018 (the “Class Period”), Aphria made misrepresentations in its public disclosure, including in an Aphria Prospectus Offering in June 2018, in connection with two significant international business acquisitions made by Aphria during 2018, namely: (i) Aphria’s acquisition of a company called Nuuvera Inc. which was publicly announced on January 29, 2018; and (ii) Aphria’s acquisition of a company called LATAM Holdings Inc. which was publicly announced on July 17, 2018. The Class Action alleged that the substantial drop in Aphria’s share price following certain public disclosures about Aphria’s business on March 22 and December 3, 2018 amounted to a public correction of material misrepresentations about Aphria’s business.

Aphria and the Individual Defendants deny all allegations pleaded against them in the Class Action.

By orders dated August 6, 2021 and August 18, 2022, the Ontario Superior Court of Justice granted the Plaintiff leave to proceed with the Class Action under Part XXIII.1 of the Ontario Securities Act and certified the Class Action as a class proceeding on behalf of the Class Members.

The Class Action was vigorously prosecuted and defended since it was commenced in 2019, including multiple appearances before the Ontario Superior Court of Justice, contested motions, the production of tens of thousands of pages of documents, examinations for discovery lasting two weeks, and the retention of numerous expert witnesses who prepared reports for the motion for leave to proceed pursuant to Part XXIII.1 of the Ontario Securities Act, and also for the trial of this Class Action which was scheduled over seven weeks commencing on January 13, 2025.

On February 5, 2025, the Plaintiff and Defendants executed a Settlement Agreement providing for the settlement of the Action (the “Settlement Agreement”), which was subject to approval by the Court.

On March 27, 2025, 2025, the Ontario Superior Court of Justice approved the Settlement Agreement and ordered that it be implemented in accordance with its term.

The Settlement Agreement provides for the payment of CAD$30,000,000.00 (the “Settlement Amount”) in consideration of the full and final settlement of the claims of Class Members. The Settlement Amount includes all legal fees, disbursements, taxes, administration expenses, and the levy payable to the Class Proceedings Fund of the Ontario Law Foundation.

In exchange for the payment of the Settlement Amount, the Settlement provides that the claims of all Class Members made or which could have been made in the Action will be fully and finally released and the Action is dismissed. The Settlement is not an admission of liability, wrongdoing or fault on the part of the Defendants, all of whom denied the allegations against them.

The Court also awarded Rochon Genova (“Class Counsel”) total legal fees, expenses and applicable taxes in the amount of $9.0 million (“Class Counsel Fees”) plus applicable taxes of $1.17 million and $3,914,500.55 in disbursements inclusive of HST. 

Class Counsel conducted the class action entirely on a contingent fee basis. Class Counsel Fees will be deducted from the Settlement Amount before it is distributed to Class Members.

Funding of major expenses (such as expert invoices but not Class Counsel Fees) and any adverse costs awards was provided by the Class Proceedings Fund of the Law Foundation of Ontario. Pursuant to section 10 of Ontario Regulation 771/92 of the Law Society Act, the Class Proceedings Fund is entitled to payment of a levy from the Settlement Amount which is equal to the sum of the financial support that it provided throughout the Class Action and 10% of the Settlement Amount (less Class Counsel Fees, Settlement Administration Expenses and the amount returned to the Class Proceedings Fund for its ongoing adverse costs and disbursement funding). The Class Proceedings Fund levy is expected to be approximately $1,521,549.95 and will be deducted from the Settlement Amount before there is a distribution to Class Members. It is not possible to definitively state what the Class Proceedings Fund Levy will be at this time because the final amount is dependent on variables not known at this time.

Expenses incurred or payable relating to approval, notification, implementation and administration of the Settlement (“Administration Expenses”) were also approved by the Court and will also be paid from the Settlement Amount before it is distributed to Class Members.

Class Members’ Entitlement to Compensation

Pursuant to the Court Order approving the Settlement, the claims of Class Members which were or could have been made in the Class Action are now released and the Class Action has now been dismissed. Class Members may not pursue individual or class actions for those claims in Canada, regardless of whether or not they file a claim for compensation from the Settlement. The Settlement therefore represents the only means of compensation available to Class Members in respect of the claims raised in the Class Action, except for investors who are also members of the parallel US Class action, described below.

Class Members will be eligible for compensation pursuant to the Settlement if they submit a completed Claim Form, including any supporting documentation, on time, with the Administrator, and their claim satisfies the criteria set out in the Court-approved Distribution Protocol.

To be eligible for compensation under the Settlement, Class Members must submit their Claim Form, electronically or postmarked by mail, no later than 11:59 ET on August 26, 2025 (the “Claims Bar Deadline”). Only Class Members are permitted to recover from the Settlement.

After deduction of Class Counsel Fees, the Class Proceedings Fund Levy, and Administration Expenses, the balance of the Settlement Amount (the “Net Settlement Amount”), will be distributed to Class Members in accordance with the Distribution Protocol.

Each Class Member who has filed a valid claim will receive a portion of the Net Settlement Amount calculated in accordance with the Distribution Protocol. In order to determine the individual entitlements of Class Members who make claims, the Distribution Protocol provides for the calculation of the notional losses of each claimant in accordance with a formula based on the statutory damages provisions contained in the Ontario Securities Act. Once the notional losses of all Class Members who have filed valid claims have been calculated, the Net Settlement Amount will be allocated to those Class Members in proportion to their percentage of the total notional losses calculated for all valid claims filed. It is therefore not possible to estimate the individual recovery of any individual Class Member until all the claims have been reviewed and those calculations applied.

In the event any amount remains 180 days after the distribution of the Net Settlement Amount (because of uncashed cheques or for other administrative reasons), that amount will be distributed to eligible Class Members (if sufficient to warrant a further distribution) or allocated in a manner approved by the Court.