6-K

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2020 

Commission File Number: 001-38708

APHRIA INC.

(Translation of registrant’s name into English)

98 Talbot St. W. 

Leamington, Ontario, N8H 1M8, CANADA 

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

Form 20-F ¨           Form 40-F x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨ 

INCORPORATION BY REFERENCE

Exhibits 99.1 and 99.2 to this report on Form 6-K are hereby expressly incorporated by reference into the registration statement on Form F-10 of Aphria Inc. (File No. 333-250195), as amended and supplemented, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 27, 2020	APHRIA INC.
	/s/ Carl Merton
	Carl Merton
	Chief Financial Officer

INDEX TO EXHIBITS

99.1	Consent of Fasken Martineau DuMoulin LLP
99.2	Consent of PricewaterhouseCoopers LLP

EX-99.1

Exhibit 99.1

November 27, 2020

Aphria Inc. 

98 Talbot St. West 

Leamington, Ontario N8H 1M8 

Canada

Prospectus Supplement of Aphria Inc.

We refer to the prospectus supplement dated November 27, 2020 (the “Prospectus Supplement”) to the amended and restated short form base shelf prospectus of Aphria Inc. (the “Corporation”) dated November 13, 2020, relating to the offering of 9,823,183 common shares of the Corporation.

We hereby consent to the use of our firm name under the headings “Legal Matters” and “Interests of Experts” in the Prospectus Supplement.

We confirm that we have read the Prospectus Supplement and have no reason to believe that there are any misrepresentations in the information contained in the Prospectus Supplement that are derived from our advice referred to above or that are within our knowledge as a result of the services we performed in connection with such advice.

In giving this consent, we do not acknowledge that we come within the category of persons whose consent is required by the United States Securities Act of 1933, as amended, or the rules and regulations thereunder.

Yours very truly,
/s/ Fasken Martineau DuMoulin LLP

EX-99.2

Exhibit 99.2

 

Consent of Independent Registered Public Accounting Firm

We hereby consent to the reference to us under the heading “Interests of Experts” in the Prospectus Supplement to the Amended and Restated Preliminary Short Form Base Shelf Prospectus, which forms part of the Registration Statement on Form F-10 (333-250195) of Aphria Inc.

/s/ PricewaterhouseCoopers LLP

Chartered Professional Accountants, Licensed Public Accountants
Toronto, Canada
November 27, 2020

PricewaterhouseCoopers LLP

PwC Tower, 18 York Street, Suite 2600, Toronto, Ontario, Canada M5J 0B2

T: +1 416 863 1133, F: +1 416 365 8215, www.pwc.com/ca

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.