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PREMIUM MEDICAL CANNABIS

POWERED BY SUNLIGHT

PREMIUM MEDICAL CANNABIS

POWERED BY SUN

Q1 2018 Investor Presentation

October 12, 2017

This documentation is a presentation (the “Presentation”) of general background information about Aphria Inc.’s (“Aphria”) activities current as of October 12, 2017. It is information in a summary form and does not purport to be complete. It is not intended to be relied upon as advice to investors or potential investors and does not take into account the investment objectives, financial situation or needs of any particular investor. These should be considered, with or without professional advice, when deciding if an investment is appropriate.

This Presentation does not constitute or form part of any offer for sale or solicitation of any offer to buy or subscribe for securities nor shall it or any part of it form the basis of or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever. Recipients of this Presentation who are considering acquiring securities of Aphria are reminded that any such purchase or subscription must not be made on the basis of the information contained in this Presentation but are referred to the entire body of publicly disclosed information regarding Aphria.

The information contained in this Presentation is derived solely from management of Aphria and otherwise publicly available information concerning Aphria and does not purport to be all-inclusive or to contain all the information that an investor may desire to have in evaluating whether or not to make an investment in Aphria. The information has not been independently verified and is subject to material updating, revision and further amendment, and is qualified entirely by reference to Aphria’s publicly disclosed information.

No representation or warranty, express or implied, is made or given by or on behalf of Aphria or any of its affiliates, directors, officers or employees as to the accuracy, completeness or fairness of the information or opinions contained in this Presentation and no responsibility or liability is accepted by any person for such information or opinions. Aphria does not undertake or agree to update this Presentation or to correct any inaccuracies in, or omissions from, this Presentation that may become apparent. No person has been authorized to give any information or make any representations other than those contained in this Presentation and, if given and/or made, such information or representations must not be relied upon as having been so authorized. The information and opinions contained in this Presentation are provided as at the date of this Presentation. The contents of this Presentation are not to be construed as legal, financial or tax advice. Each prospective investor should contact his, her or its own legal adviser, independent financial adviser or tax adviser for legal, financial or tax advice.

Certain statements in this Presentation may constitute forward-looking information, including future-oriented financial information and financial outlooks, within the meaning of applicable securities laws. Forward-looking information may relate to Aphria’s future outlook and anticipated events or results and may include statements regarding Aphria’s financial results, future financial position, expected growth of cash flows, business strategy, budgets, projected costs, projected capital expenditures, taxes, plans, objectives, potential synergies, industry trends and growth opportunities. Often but not always, forward-looking information can be identified by the use of words such as “anticipate”, “believe”, “expect”, “project”, “estimate”, “likely”, “intend”, “should”, “could”, “may”, “might”, “target”, “plan” and other similar expressions or variations (including negative variations) of such words and phrases. Forward-looking information contained in this Presentation is based on certain assumptions regarding expected growth, results of operations, performance, industry trends and growth opportunities.

While management considers these assumptions to be reasonable, based on information available, they may prove to be incorrect. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Aphria to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving medical marijuana; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the medical marijuana industry in Canada generally, income tax and regulatory matters; the ability of Aphria to implement its business strategies; competition; crop failure; currency and interest rate fluctuations, and the other risks discussed under the heading “Risk Factors” in Aphria’s Annual Information Form dated October 12, 2017. The foregoing factors are not intended to be exhaustive.

Although Aphria has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date hereof and Aphria and its directors, officers and employees disclaim any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, you should not place undue reliance on forward-looking statements due to the inherent uncertainty therein. All forward-looking information is expressly qualified in its entirety by this cautionary statement.

Forward-looking information and other information contained herein concerning management’s general expectations concerning the medical marijuana industry are based on estimates prepared by management using data from publicly available industry sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which management believes to be reasonable. However, this data is inherently imprecise, although generally indicative of relative market positions, market shares and performance characteristics. While management is not aware of any misstatements regarding any industry data presented herein, industry data is subject to change based on various factors.

This Presentation may not be reproduced, further distributed or published in whole or in part by any other person. Neither this Presentation nor any copy of it may be taken or transmitted into or distributed in any other jurisdiction which prohibits the same except in compliance with applicable laws. Any failure to comply with this restriction may constitute a violation of applicable securities law. Recipients are required to inform themselves of, and comply with, all such restrictions or prohibitions and Aphria does not accept liability to any person in relation thereto.

DISCLAIMER

1APHRIA INC. | Q1 INVESTORS PRESENTATION

Investment highlights

High growth potential

Well capitalized

License to sell medical marijuana

provides critical barrier to entry

Largest footprint in the industry

Low costs underpin

attractive cash flow potential

Significant near and mid-term

opportunities for growth

Established operations and experienced management


TECHNOLOGY

GROWINGOPERATIONS

SCIENCE

BRANDING

INVESTMENT

INNOVATION

Leamington (169 acres)265 Talbot Road (36)269 Talbot Road (11)239 Talbot Road (5)521 Mersea Road 8 (100)336 Mersea Road 3 (16)225 Talbot Road (1)

Arizona (40 acres)Copperstate Farms (10%)

MassRootsResolve Digital Health

Tokyo Smoke

Oil capsulesTopicalsNutraceuticals

CannaRoyalty

Copperstate Farms

Green Acre Capital

Liberty Health Sciences, Inc.

Nuuvera Corp.

Resolve Digital Health, Inc.

Scientus Pharma

Scythian Biosciences, Inc.

TS BrandCo Holdings, Inc.(Tokyo Smoke)

Tetra Bio-Pharma (TBP)Medlab (Australia)PhyTo Pain (TBP)

Aphria at a glance


Highly experienced management team


Vic NeufeldChief Executive Officer

20+Years in pharma

CEO of Jamieson Laboratories 1993-2014

Demonstrated vision, growth & performance

Cole CacciavillaniCo-Founder &VP. Growing Operations

35+Years in agri-business

Greenhouse industry pioneer and veteran

First-hand knowledge of Aphria’s greenhouses

John CerviniCo-Founder &VP. Infrastructure + Technology

20+Years in agri-business

Fourth generation greenhouse grower

Proven growth and expansion track record

Seed shares represent ~ 15% of outstanding float

All-in costs equal to cost of sales (excluding any fair value of biological assets adjustments) divided by grams sold in quarter. Cash costs equal to cost of sales less amortization reported in cost of sales, all divided by grams sold in quarter.

One of the lowest cost producers in the Canadian industry

0.00

0.50

1.00

1.50

2.00

2.50

3.00

3.50

4.00

Q2 - 17 Q3 - 17

Cash All-in

1.31

1.731.85

Q1 - 17

1.23

1.80

2.23

Q4 - 17

1.11

1.67

Q1 - 18

0.95

1.61

APHRIA INC. | Q1 INVESTORS PRESENTATION 5APHRIA INC. | Q1 INVESTORS PRESENTATION

Unique drivers of cost savings

CAPEX benefit

Production Costs

APHRIA INC. | Q1 INVESTORS PRESENTATION

NEW GREENHOUSE BUILD OR RETROFIT

$55 square foot

INDOOR GROW

$250 - $300 square foot

* - Ontario based 6APHRIA INC. | Q1 INVESTORS PRESENTATION

=FERTILIZER SAVINGS• Aphria’s cost - $0.005 / L

• Competitor’s fertilizer cost - $0.22 / L

• Aphria’s costs are 2% of our competitors

ELECTRICAL SAVINGS• Aphria’s annual electrical

costs $5.50 / sq. ft.

• Indoor grower’s annual electrical costs $65.00 / sq. ft.

• Aphria’s costs are 8% of our competitors*

3X – hours usage 2X – light density 2X – Cooling

THEM APHRIA

Focus on quality and safety

Our Seed-to-Sale Certified quality promise is our commitment to protecting the health and safety of Canadians by ensuring that we only sell clean, safe and pure cannabis 100% of the time. No exceptions.

Our comprehensive quality management program has over 500 steps and was adopted from the highly restricted and regulated NHP and OTC industries and go above and beyond the GPP requirements of the ACMPR.



Ample capacity to meet growing demand

Leveraging two-pronged sales strategy

RETAIL• Strong distribution foundation

• Increasing patient sales

• Highly profitable (~ 70% margin with 30% costs below the line)


Unique cost structure enables Aphria to capitalize on wholesale advantages

WHOLESALE

• Sale of bulk product to other H.C. Licensed Producers and Licensed Dealers

• (~50% margin but no costs below the line)

• Example agreement in place: Scientus Pharma

• Committed 1/8th of Part 2 Expansion

• Capacity for bulk sale of full plants (27,000 plants over 12 months)

• ~70-75% margin

Investment highlights

High growth potential

Well capitalized

License to sell medical marijuana

provides critical barrier to entry

Largest footprint in the industry

Low costs underpin

attractive cash flow potential

Significant near and mid-term

opportunities for growth

Established operations and experienced management



APPENDIX A Financials

Q1 - 2018 Q4 - 2017

Revenue (000’s) $ 6,120.4 $ 5,717.9

Kilograms sold 852.0 738.3

“All-in” cost of goods sold / gram $ 1.61 $ 1.67

Cash cost to produce / gram(Aphria’s definition)

$ 0.95 $ 1.11

Adjusted gross margin 78% 86%

Q1 Results


Revenue $ 6,120,359

Production costs 1,346,162

Gross profit before fair value adjustments 4,774,197

Fair value adjustment on sale of inventory 1,135,535

Fair value adjustment on growth of biological assets (4,265,779)

Gross profit 7,904,441

Expenses

General and administrative 1,735,217

Share-based compensation 2,508,901

Selling, marketing and promotion 1,947,586

Amortization 238,648

Research and development 90,367

6,520,719

Income of operations 1,383,722

Other Items 17,426,401

Net Income before income taxes 18,810,123

Income taxes 3,769,955

Net income 15,040,168

Weighted average number of common shares – basic 138,711,674

Earnings per share – basic $ 0.11

Reconciling net income and earnings per share(Quarter 1 - ended August 31, 2017)


Under IFRS margins are 129.1% after excluding non-cash IFRS adjustments Gross Margins are 78.0%

Percentage of cash deployed on OPEX cash burn


APHRIA COMPETITOR #1 COMPETITOR #2 COMPETITOR #3 COMPETITOR #4

OPEX cash burn represents the net amount of cash used in order to fund the Company’s ongoing regular business activities

The Percentage of cash deployed on OPEX cash burn represents the net amount of cash used to-date in order to fund the Company’s ongoing regular business activities as a percentage of the cumulative cash deployed

All calculated values used within the table above are based on cumulative totals from each company's first publicly reported financials through their most recently reported operating period available on SEDAR as of October 12, 2017

3.9%

53.7%

25.5%

11.7%

37.0%





3.9%

53.7%

25.5%

11.7%

37.0%





3.9%

53.7%

25.5%

11.7%

37.0%

EquitySTRONG WELL-CAPITALIZED BALANCE SHEET

(Quarter 1 - ended August 31, 2017)

STRONG BALANCE SHEET WITH $118.7 MILLION IN CASH AND NEAR CASH POSITION

Amount Percentage Expiration

Common Shares Outstanding 138,888,590 92.8% -

Stock Options @ $0.60 2,500,000 1.7% June 2, 2019Stock Options @ $0.85 - $1.19 935,000 0.6% October 2017 to September 2020Stock Options @ $1.20 - $1.67 631,002 0.4% November 2018 to June 2021Warrants - RTO @ $1.50 3,028,361 2.0% December 2, 2019Warrants - Bought Deal @ $1.75 429,080 0.3% December 10, 2018Warrants @ $3.14 200,000 0.1% September 26, 2021Stock Options @$3.00 - $7.92 3,089,867 2.1% November 2, 2019 to July 2021

Fully Diluted Shares 149,701,900 100.0%

CAPITAL STRUCTURE


• Working capital: $135.1 million

• Inventory: 1,555 Kilograms (or kilogram equivalents)

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