Some of Aphria's medical marijuana plants grow in their greenhouse in Leamington, Ont.GEOFF ROBINS/The Globe and Mail
The stalemate between Canada's largest stock exchange and its biggest publicly listed cannabis company with assets in the United States shows no signs of lifting any time soon.
A month ago, the Toronto Stock Exchange (TSX) said it would ban shares of marijuana companies found to be in violation of U.S. federal drug law from its market. It plans to initiate a sector-wide review by the end of the year, but has yet to publicly lay out how it will enforce its policy.
Canadian grower Aphria Inc., whose stock is listed on the TSX with a $1.3-billion market cap, has assets in Arizona and Florida, two states that have permitted the use of the drug for medical purposes.
TSX parent TMX Group Ltd. could force Aphria to choose between its TSX listing or its stake in the fast-growing cannabis industry south of the border. Selling off its U.S. positions isn't on the table, says Vic Neufeld, Aphria's chief executive officer, noting that the prospects are too promising.
In digging in its heels, Aphria remains in the crosshairs of the TSX's policy shift. But Mr. Neufeld is content to play the waiting game – at least for now.
"We don't know where this dialogue is heading," Mr. Neufeld said. "There is no urgency from them."
Hanging in the balance is the future of Aphria's stock listing on the TSX, Canada's main exchange, at a time when cannabis stocks have never been hotter. Mr. Neufeld said the uncertainty over Aphria's listing status could be having an effect on its shares. In 2017, Aphria shares have gained 38 per cent, while rival Canopy Growth Inc. stock has jumped 89 per cent.
Mr. Neufeld estimates that clarity on this issue could be at least a year away, including the appeals process if Aphria has to pursue that route.
"I think there are still investors on the sidelines because they just want clarity," he added. "It's going to be months before that's going to happen."
A spokesperson for TMX declined multiple requests for comment.
While based in Leamington, Ont., Aphria has many ties to the U.S. cannabis market. But the biggest – and most contentious in the eyes of the TSX – are a non-controlling stake in Arizona-based Copperstate Farms and a 37.6-per-cent stake in the common shares of publicly listed Liberty Health Sciences Inc., which operates a greenhouse to grow cannabis in Florida.
"We don't want to say goodbye to Copperstate. It has far too much value," said Mr. Neufeld, noting that Arizona's growing base of patients and its dry desert climate make the state a prime locale for cannabis. "Somehow, directly or indirectly, Aphria will continue to be part of Copperstate."
One option would be to move its stake in Copperstate off its books and on to Liberty's. But this is more complicated than it might seem at first glance.
As part of the agreement with the other owners of Copperstate, any transaction involving ownership of the shares includes a 180-day waiting period for the company's other shareholders to review the deal. This could slow down how quickly Aphria might be able to respond to concerns raised by the TSX. These shareholders could also pull the trigger on a right of first refusal, which would allow them to scoop up Aphria's stake.
But this assumes that the TSX will permit Aphria's ownership in Liberty. That's far from certain.
The company met with exchange officials the week the TSX issued its new policy. The meeting was "amicable, cordial, engaging," but inconclusive, Mr. Neufeld says. He believes the TSX won't be willing to allow companies to keep ties to U.S. assets that are immaterial or indirectly owned. But nothing is set in stone.
Aphria isn't willing to budge on Liberty, whose shares are listed on another stock market called the Canadian Securities Exchange.
It says it is willing to defend its position by sharing its support from its U.S.-based law and government relations firms. In return, Aphria is also asking to see the information on which the TSX is basing its policy.
"The Liberty part is the fight we will fight," Mr. Neufeld said. "We do not control Liberty. Aphria does not. Liberty is on the CSE. We have influence, yes. We own 37 per cent, yes. But we don't control."
In the meantime, as the TSX embarks on its review, Aphria is moving ahead with its business plan.
The company is planning growth in Canada, spending at least $137-million on a project to expand its facility in Leamington so it can produce more. It is looking for other ways to grow abroad, as it looks to export its low-cost method of growing cannabis. It made its first shipment of cannabis oil to an Australian medical life science company in October.
Still, if Aphria and the TSX can't come to terms, Aphria can always list its shares elsewhere.
"If push came to shove, if we were right against the wall, the option of re-listing somewhere else is always on the table," Mr. Neufeld said.