We see multiple red flags with Aphria’s proposed purchase of Nuuvera, a company that was incorporated in January ’17 and had revenue of only ~$30k from inception to September ’17. The self-described “architect” of the Aphria/Nuuvera deal, Andy DeFrancesco, has a questionable history, including close links to controversial financiers such as Barry Honig. Despite being a supposed Aphria advisor, a document dated less than a week prior to Nuuvera’s creation shows DeFrancesco took a loan from Nuuvera’s Chairman & largest shareholder. Nuuvera appears to have few substantive assets and has been heavily promoted, including announcements such as a “blockchain” partnership with a company run by one of its own directors. We believe the Nuuvera acquisition would represent a near total destruction of Aphria value. Furthermore, we believe the deal raises questions about Aphria’s aggressive deal-making spree in general.

Yesterday we wrote that Aphria’s deal with Nuuvera seemed to make little economic and strategic sense, and that the “parties involved need to address potentially significant conflicts of interest”. Following our report, the Globe & Mail today reported for the first time: “a number of Aphria insiders participated in the initial financing round for Nuuvera.” Nuuvera’s initial round was priced at $.001. We find it ridiculous that insiders admitted this stake one day prior to expected deal-closing for ~$5.40 in cash and stock. Aphria’s limited disclosure of its insider participation in Nuuvera’s initial financing round raises many more questions for us. We think this deal reeks. Full details of insiders who benefit from this proposed acquisition must be disclosed. We think regulators should step in unless the parties provide full transparency.

Aphria consistently generates negative cash, and its cannabis seems to be of low quality. Interviews with sources describe facilities infested with bugs, stricken with mold, and having failed audit inspections. Because Aphria generates a minimum amount of sales relative to its market cap, we believe that the uncovering of this alleged scheme, coupled with a massive asset write-off, would have catastrophic consequences for its share price.

This morning, Aphria responded to our report detailing believed undisclosed conflicts of interest and signs of worthlessness relating to its LatAm transactions. The company’s response largely reiterated its earlier press releases touting the supposed worth of its acquisitions and did nothing to dispute our core findings.

Our examination of Aphria led to another Aphria-backed company, Liberty Health Sciences, where we uncovered multiple irregularities that raise more questions around believed undisclosed insider self-dealing. Liberty acquired a Florida property this year. Rather than just buying the assets, they were acquired through a newly-formed entity, netting the shell holders an estimated ~C$5 million gain in 6 days. Holders of the shell included key Aphria, Scythian, and Liberty deal partner/insider Andy DeFrancesco, along with 3 individuals alleged by the SEC to have run multiple pump & dump schemes. Unnamed individuals bought 242 million shares of Liberty in a highly dilutive $0.001 private placement mere days after Aphria announced its intention to purchase its shares at 208x the price. Based on Canadian Securities Exchange records we believe Aphria/Liberty Chairman Vic Neufeld participated in this discount round, along with Andy DeFrancesco.

In short, we think GGB is largely a worthless entity with numerous signs of Aphria related-party influence. This entire proposed deal strikes us as merely an epic next step of Aphria’s brazen shell game.