GGBXF / Green Growth Brands Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

GGBXF / XANTHIC BIOPHARMA INC RW RW

RW April 26, 2019 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.

GGBXF / XANTHIC BIOPHARMA INC SC14D1F/A SC14D1F/A

As filed with the Securities and Exchange Commission on April 26, 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

GGBXF / XANTHIC BIOPHARMA INC 425 (Merger Prospectus) 425

Filed by Green Growth Brands Inc. (formerly Xanthic Biopharma Inc.) pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Aphria Inc. (SEC File No.: 001-38708) Form F-10 File No.: 333-229329 Green Growth Brands Inc. (“GGB”) has used or made available the following communication: Exhibit 1. GGB Press Release, dated April 25, 2019. Notice to United States Shareholders of Aphria Inc.

GGBXF / XANTHIC BIOPHARMA INC SC14D1F/A

SC14D1F/A As filed with the Securities and Exchange Commission on April 15, 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

GGBXF / XANTHIC BIOPHARMA INC 425 (Merger Prospectus)

425 Filed by Green Growth Brands Inc. (formerly Xanthic Biopharma Inc.) pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Aphria Inc. (SEC File No.: 001-38708) Form F-10 File No.: 333-229329 Green Growth Brands Inc. (“GGB”) has used or made available the following communication: Exhibit 1. GGB Press Release, dated as of April 15, 2019. Notice to United States Shareholders of A

GGBXF / XANTHIC BIOPHARMA INC CORRESP - -

CORRESP February 11, 2019 VIA EDGAR Daniel F. Duchovny Special Counsel Office of Mergers and Acquisitions Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Aphria Inc. Schedule 14D-1F filed January 23, 2019, as amended February 7, 2019, by Green Growth Brands Inc. SEC File No. 005-90755 Dear Mr. Duchovny: On behalf of Green

GGBXF / XANTHIC BIOPHARMA INC SC14D1F/A

SC14D1F/A As filed with the Securities and Exchange Commission on February 6, 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

GGBXF / XANTHIC BIOPHARMA INC 425 (Prospectus)

425 Filed by Green Growth Brands Inc. (formerly Xanthic Biopharma Inc.) pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Aphria Inc. (SEC File No.: 001-38708) Form F-10 File No.: 333-229329 Green Growth Brands Inc. (“GGB”) has used or made available the following communication: Exhibit 1. GGB Press Release, dated February 6, 2019. Notice to United States Shareholders of Aphri

GGBXF / XANTHIC BIOPHARMA INC SC14D1F/A

SC14D1F/A As filed with the Securities and Exchange Commission on January 23, 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

GGBXF / XANTHIC BIOPHARMA INC 425 (Prospectus)

425 1 d696532d425.htm 425 Filed by Green Growth Brands Inc. (formerly Xanthic Biopharma Inc.) pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Aphria Inc. (SEC File No.: 001-38708) Form F-10 File No.: 333-229329 Green Growth Brands Inc. (“GGB”) has used or made available the following communication: Exhibit 1. Advertisement published in the Globe and Mail on January 23, 2019.

GGBXF / XANTHIC BIOPHARMA INC 425 (Prospectus)

425 Filed by Green Growth Brands Inc. (formerly Xanthic Biopharma Inc.) pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Aphria Inc. (SEC File No.: 001-38708) Form F-10 File No.: 333-229329 Green Growth Brands Inc. (“GGB”) has used or made available the following communication: Exhibit 1. GGB Investor Presentation, dated January 2019. Notice to United States Shareholders of A

GGBXF / XANTHIC BIOPHARMA INC F-X

F-X U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-X Appointment of Agent For Service of Process And Undertaking A. Name of issuer or person filing (the “Filer”): Green Growth Brands Inc. B. (1) This is [check one]: ☒ an original filing for the Filer ☐ an amended filing for the Filer (2) Check the following box if you are filing the Form F-X in paper in accordance with Regul

GGBXF / XANTHIC BIOPHARMA INC SC14D1F

SC14D1F As filed with the Securities and Exchange Commission on January 22, 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

GGBXF / XANTHIC BIOPHARMA INC F-X

F-X U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-X Appointment of Agent For Service of Process And Undertaking A. Name of issuer or person filing (the “Filer”): Green Growth Brands Inc. B. (1) This is [check one]: ☒ an original filing for the Filer ☐ an amended filing for the Filer (2) Check the following box if you are filing the Form F-X in paper in accordance with Regul

The Business Acquisition Report of Xanthic, dated September 24, 2018, in respect of the entering into of a binding letter agreement with management of Green Growth Brands Ltd. concerning (i) an arm’s length business combination; and (ii) the acquisition by GGB Nevada LLC of 100% of the outstanding membership interests of Nevada Organic Remedies LLC.*

EX-3.9 Exhibit 3.9 FORM 51-102F4 BUSINESS ACQUISITION REPORT Item 1 Identity of Company 1.1 Name and Address of Company Xanthic Biopharma Inc. (“Xanthic” or the “Company”) 77 King Street West, Suite 2905 Toronto, Ontario, M5K 1A2 1.2 Executive Officer Tim Moore Chief Executive Officer 647-966-6536 Item 2 Details of Acquisition 2.1 Nature of Business Acquired On July 9, 2018, Xanthic entered into a

The Material Change Report of Xanthic, dated November 16, 2018, in respect of the completed business combination of Xanthic and Green Growth Brands Ltd.*

EX-3.5 Exhibit 3.5 FORM 51-102F3 MATERIAL CHANGE REPORT Item 1 Name and Address of Company Xanthic Biopharma Inc. (“Xanthic”) 77 King Street West, Suite 2905 Toronto, Ontario M5K 1A2 Item 2 Date of Material Change November 9, 2018. Item 3 News Release A news release with respect to the material change referred to in this report was issued through Cision on November 9, 2018, a copy of which was fil

The Material Change Report of Xanthic, dated July 17, 2018, in respect of the entering into of the arm’s length business combination agreement, dated July 13, 2018, between Xanthic and Green Growth Brands Ltd.*

EX-3.4 Exhibit 3.4 FORM 51-102F3 MATERIAL CHANGE REPORT ITEM 1. Reporting Issuer Xanthic Biopharma Inc. 2100 Bloor St West, Suite 6339 Toronto, Ontario M6S 5A5 ITEM 2. Date of Material Change July 13, 2018 ITEM 3. Press Releases A press release in the form of Schedule A attached hereto was disseminated on July 17, 2018 via Cision news service. ITEM 4. Summary of Material Change Xanthic Biopharma I

The Material Change Report of Xanthic, dated December 12, 2018, in respect of Xanthic’s entering into of a membership interest purchase agreement, dated December 10, 2018, in connection with the purchase by Xanthic of all of the issued and outstanding membership interests of Just Healthy LLC.*

EX-3.6 Exhibit 3.6 FORM 51-102F3 MATERIAL CHANGE REPORT Item 1 Name and Address of Company Xanthic Biopharma Inc. (“Xanthic”) 77 King Street West, Suite 2905 Toronto, Ontario M5K 1A2 Item 2 Date of Material Change December 10, 2018 Item 3 News Release A news release with respect to the material change referred to in this report was issued through Canada NewsWire on December 11, 2018, a copy of whi

The Annual Information Form of Xanthic Biopharma, Inc. (“Xanthic”), dated November 26, 2018, in respect of the financial year ended June 30, 2018.*

EX-3.1 Exhibit 3.1 XANTHIC BIOPHARMA INC. ANNUAL INFORMATION FORM FOR THE FINANCIAL YEAR ENDED JUNE 30, 2018 DATED: November 26, 2018 TABLE OF CONTENTS Page ANNUAL INFORMATION FORM 1 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 1 CORPORATE STRUCTURE 2 GENERAL DEVELOPMENT OF THE BUSINESS 3 DESCRIPTION OF THE BUSINESS 7 ISSUERS WITH U.S. CANNABIS-RELATED ASSETS 15 RISK FACTORS 21 DIVIDE

Form of Notice of Guaranteed Delivery.*

EX-1.3 Exhibit 1.3 THIS IS NOT A LETTER OF TRANSMITTAL. THIS NOTICE OF GUARANTEED DELIVERY IS FOR USE (IN THE CIRCUMSTANCES DESCRIBED BELOW) BY PERSONS WHO WISH TO ACCEPT THE OFFER (AS DEFINED HEREIN) BY GREEN GROWTH BRANDS INC. TO PURCHASE ALL OF THE ISSUED AND OUTSTANDING COMMON SHARES OF APHRIA INC., INCLUDING ANY COMMON SHARES THAT MAY BECOME ISSUED AND OUTSTANDING (INCLUDING UPON THE EXERCISE

The Material Change Report of Xanthic, dated December 18, 2018, in respect of Xanthic’s agreement to accept an irrevocable option (“Henderson Option”) to acquire all of the membership interests of Henderson Organic Remedies, LLC (“Henderson Organic”) together with the right to all of Henderson Organic’s free cash flow until exercise of the Henderson Option.*

EX-3.8 Exhibit 3.8 FORM 51-102F3 MATERIAL CHANGE REPORT Item 1 Name and Address of Company Xanthic Biopharma Inc. d.b.a. Green Growth Brands (“Xanthic”) 77 King Street West, Suite 2905 Toronto, Ontario M5K 1A2 Item 2 Date of Material Change December 14, 2018 Item 3 News Release A news release with respect to the material change referred to in this report was issued through CISION on December 14, 2

The Management Information Circular of Aurquest Resources Inc., dated January 11, 2018, in respect of the annual and special meeting of shareholders of Aurquest Resources Inc. held on February 16, 2018.*

Exhibit 3.10 AURQUEST RESOURCES INC. NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR IN RESPECT OF THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF AURQUEST RESOURCES INC. TO BE HELD ON FEBRUARY 16, 2018 Dated as of January 11, 2018 AURQUEST RESOURCES INC. NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN that an Annual and Specia

Consent of MNP LLP*

EX-4.1 Exhibit 4.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form F-10 of Green Growth Brands Inc. (the “Registration Statement”) of our report dated September 13, 2018 relating to the audited consolidated financial statements of Xanthic Biopharma Inc. for the year ended June 30, 2018 and related no

Press release, dated January 22, 2019, titled “Green Growth Brands Files Offer and Circular for Aphria Inc.; Formal Take-over Bid to Commence on January 23, 2019; Receives Commitment for $150 Million Equity Investment.”*

EX-2.3 5 d692201dex23.htm EX-2.3 Exhibit 2.3 Green Growth Brands Files Offer to Purchase and Circular for Aphria Inc.; Formal Take-over Bid to Commence on January 23, 2019; Receives Commitment for C$150 Million Equity Investment • Formal Offer will commence on January 23, 2019 and will remain open until 5:00 p.m. (Toronto time) on May 9, 2019 • Combined Green Growth Brands / Aphria expected to be

Form of Letter of Transmittal.*

EX-1.2 Exhibit 1.2 THIS LETTER OF TRANSMITTAL IS FOR USE BY PERSONS WHO WISH TO ACCEPT THE OFFER (AS DEFINED HEREIN) BY GREEN GROWTH BRANDS INC. TO PURCHASE ALL OF THE ISSUED AND OUTSTANDING COMMON SHARES OF APHRIA INC., INCLUDING ANY COMMON SHARES THAT MAY BECOME ISSUED AND OUTSTANDING (INCLUDING UPON THE EXERCISE, EXCHANGE OR CONVERSION OF ANY CONVERTIBLE SECURITIES) AFTER THE DATE OF THE OFFER,

The Unaudited Condensed Interim Consolidated Financial Statements of Xanthic for the three months ended September 30, 2018 and related notes, and the interim management’s discussion and analysis in connection therewith.*

EX-3.3 Exhibit 3.3 Xanthic Biopharma Inc. Condensed Interim Consolidated Financial Statements For the three months ended September 30, 2018 (unaudited) (In United States Dollars) XANTHIC BIOPHARMA INC. Condensed Interim Consolidated Statement of Financial Position As at June 30, 2018 and September 30, 2018 (Expressed in United States dollars) Note September 30, 2018 June 30, 2018 (unaudited) (audi

The Audited Consolidated Financial Statements of Xanthic for the year ended June 30, 2018 and related notes together with the independent auditors report thereon, and the management’s discussion and analysis in connection therewith.*

EX-3.2 Exhibit 3.2 Xanthic Biopharma Inc. Consolidated Financial Statements For the year ended June 30, 2018 (In Canadian Dollars) MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING The accompanying consolidated financial statements of Xanthic Biopharma Inc. (formerly Aurquest Resources Inc.) are the responsibility of the management and Board of Directors of the Company. The consolidated financia

The Management Information Circular of Xanthic, dated October 12, 2018, in respect of the annual and special meeting of shareholders of Xanthic held on November 2, 2018.*

EX-3.11 Exhibit 3.11 XANTHIC BIOPHARMA INC. NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR IN RESPECT OF THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF XANTHIC BIOPHARMA INC. TO BE HELD ON NOVEMBER 2, 2018 Dated as of October 12, 2018 Neither the Canadian Securities Exchange nor any securities commission has in any way passed upon the merits of the tran

Consent of MNP SENCRL SRL*

EX-4.2 Exhibit 4.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form F-10 of Green Growth Brands Inc. (the “Registration Statement”) of our report dated September 26, 2018 relating to the audited consolidated financial statements for the period from commencement of operations on February 14, 2018 to Ju

The Material Change Report of Xanthic, dated December 18, 2018, in respect of the entering into on December 12, 2018 by Xanthic of definitive agreements to acquire a cultivation facility operated by Wellness Orchards of Nevada LLC and Panorama WON LLC located in Pahrump, Nevada.*

EX-3.7 Exhibit 3.7 FORM 51-102F3 MATERIAL CHANGE REPORT Item 1 Name and Address of Company Xanthic Biopharma Inc. d.b.a. Green Growth Brands (“Xanthic”) 77 King Street West, Suite 2905 Toronto, Ontario M5K 1A2 Item 2 Date of Material Change December 12, 2018 Item 3 News Release A news release with respect to the material change referred to in this report was issued through CISION on December 13, 2

GGBXF / XANTHIC BIOPHARMA INC F-10

F-10 As filed with the Securities and Exchange Commission on January 22, 2019 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-10 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Green Growth Brands Inc. (Exact name of Registrant as specified in its charter) Ontario, Canada Not Applicable Not Applicable (Province or other jurisdiction of incorporation

Offer and Circular.*

EX-1.1 Exhibit 1.1 The information in this Offer to Purchase and Circular may change. A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission (the “SEC”). The Offeror may not complete the Offer and issue the securities issuable hereunder until the registration statement filed with the SEC is effective. Shareholders in the United States

Consent of Norton Rose Fulbright Canada LLP*

EX-4.3 Exhibit 4.3 CONSENT OF NORTON ROSE FULBRIGHT CANADA LLP TO: The Directors of the Offeror We hereby consent to the reference to our opinion contained under “Certain Canadian Federal Income Tax Considerations” in the Circular accompanying the Offer to Purchase dated January 22, 2019 made by the Offeror to the holders of Aphria Shares. DATED: January 22, 2019 (signed) “NORTON ROSE FULBRIGHT CA

GGBXF / XANTHIC BIOPHARMA INC 425 (Prospectus)

Filed by Green Growth Brands Inc. (formerly Xanthic Biopharma Inc.) pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Aphria Inc. (SEC File No.: 001-38708) Green Growth Brands Reaffirms Commitment to Takeover Aphria Inc. · Welcomes early expressions of interest from a growing number of frustrated Aphria shareholders who want a way out of a failed investment · Offer valued at C

GGBXF / XANTHIC BIOPHARMA INC 425 (Prospectus)

Filed by Green Growth Brands Inc. (formerly Xanthic Biopharma Inc.) pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Aphria Inc. (SEC File No.: 001-38708) Green Growth Brands Announces Intention to Launch Takeover Bid for Aphria Inc. NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFE