Business Acquisitions (Tables)

12 Months Ended

May 31, 2019

Business Acquisitions

Summary of goodwill acquired

	May 31,		May 31,
	2019		2018
CannWay goodwill	$	1,200	$	1,200
Broken Coast goodwill		146,091		145,794
Nuuvera goodwill		377,221		375,768
LATAM goodwill		139,188		—
CC Pharma goodwill		6,146		—
	$	669,846	$	522,762

Broken Coast Cannabis Ltd.

Business Acquisitions

Summary of fair value of the assets acquired and the liabilities assumed at the acquisition date

	Note	Numberofshares	Shareprice		Amount
Consideration paid
Shares issued	(i)	14,393,638	$	14.90	$	214,465
Total consideration paid					$	214,465
Net assets acquired
Current assets
Cash and cash equivalents						2,007
Accounts receivable						299
Prepaids and other current assets						43
Inventory						2,572
Biological assets						826
Long-term assets
Capital assets						13,298
Customer relationships						11,730
Corporate website						39
Licences, permits & applications						6,320
Non-competition agreements						1,930
Intellectual property, trademarks & brands						72,490
Goodwill						146,091
Total assets						257,645
Current liabilities
Accounts payable and accrued liabilities						10,455
Income taxes payable						922
Long-term liabilities
Deferred tax liability						25,889
Long-term debt						5,914
Total liabilities						43,180
Total net assets acquired					$	214,465

(i) Share price based on the price of the shares on February 1, 2018.

Nuuvera Corp

Business Acquisitions

Summary of fair value of the assets acquired and the liabilities assumed at the acquisition date

The table below summarizes the fair value of the assets acquired and the liabilities assumed at the effective acquisition date:

	Note	Number of shares	Share price		Amount
Consideration paid
Cash					$	54,604
Shares issued	(i)	31,226,910	$	13.17		411,258
Warrants outstanding	(ii)	1,345,866				1,015
Replacement options issued	(ii)	1,280,330				12,133
						479,010
Fair value of previously held investment
Shares held by Aphria	(i)	1,878,738	$	14.92		28,028
Warrants held by Aphria	(ii)	322,365				243
						28,271
Total fair value of consideration					$	507,281
Net assets acquired
Current assets
Cash and cash equivalents						35,033
Accounts receivable						464
Prepaids and other current assets						1,142
Inventory						401
Long-term assets
Capital assets						4,743
Intellectual property, trademarks & brands						3,700
Licences, permits & applications						131,600
Goodwill						377,221
Total assets						554,304
Current liabilities
Accounts payable and accrued liabilities						11,000
Long-term liabilities
Deferred tax liability						36,023
Total liabilities						47,023
Total net assets acquired					$	507,281

(i) Share price based on the price of the shares on March 23, 2018; shares held by Aphria include the cash consideration paid.

(ii) Options and warrants are valued using the Black-Scholes option pricing model using the following assumptions: the risk-free rate of 2.19%; expected life of 1‑ 10 years; volatility of 30% based on volatility used for similar instruments on the open market; forfeiture rate of nil; dividend yield of nil; and the exercise price of $2.52 - $20.30.

LATAM Holdings Inc

Business Acquisitions

Summary of fair value of the assets acquired and the liabilities assumed at the acquisition date

	Note	Numberofshares	Shareprice		Amount
Consideration paid
Shares issued	(i)	15,678,310	$	17.47	$	273,900
Total consideration paid					$	273,900
Net assets acquired
Current assets
Cash and cash equivalents						2,704
Accounts receivable						571
Prepaids and other current assets						106
Inventory						65
Long-term assets
Capital assets						494
Licences, permits & applications						123,956
Goodwill						189,188
Total assets						317,084
Current liabilities
Accounts payable and accrued liabilities						1,986
Income taxes payable						20
Long-term liabilities
Deferred tax liability						29,837
Total liabilities						31,843
Non-controlling interest						11,341
Total net assets acquired					$	273,900

(i) Share price based on the price of the shares on September 27th, 2018.

CC Pharma GmbH

Business Acquisitions

Summary of fair value of the assets acquired and the liabilities assumed at the acquisition date

	Amount
Consideration
Cash	$	28,775
Contingent consideration		35,741
Total consideration	$	64,516
Net assets acquired
Current assets
Cash and cash equivalents		7,237
Accounts receivable		33,989
Prepaids and other current assets		14,616
Inventory		28,352
Long-term assets
Capital assets		6,373
Customer relationships		21,300
Non-compete agreements		1,400
Intellectual property, trademarks & brands		16,200
Goodwill		6,146
Total assets		135,613
Current liabilities
Bank loans and overdrafts		20,255
Accounts payable and accrued liabilities		44,111
Income taxes payable		672
Long-term liabilities
Deferred tax liability		6,059
Total liabilities		71,097
Total net assets acquired	$	64,516