AYR Announces Closing Date for Previously Announced Plan of Arrangement is targeted for on or around February 7, 2024

MIAMI, Jan. 31, 2024 (GLOBE NEWSWIRE) -- AYR Wellness Inc. (CSE: AYR.A, OTCQX: AYRWF) (“AYR” or the “Company”), a leading vertically integrated U.S. multi-state cannabis operator, is pleased to announce that it has met the regulatory requirements necessary for the closing of the previously announced plan of arrangement under Section 192 of the Canada Business Corporations Act (the “Arrangement”) involving the Company and AYR Wellness Canada Holdings Inc. (“AYR Wellness Canada”), including obtaining the final order from the Ontario Superior Court of Justice (Commercial List) approving the Arrangement, as previously announced, as well as required approvals from applicable state cannabis regulators. As such, the closing of the Arrangement is targeted for on or around February 7, 2024, and the record date for determining the Shareholders (as defined below) entitled to receive the Anti-Dilutive Warrants (as defined below) pursuant to the Arrangement has been set as the close of business on February 5, 2024.

Pursuant to the Arrangement, among other things, (a) all of the outstanding 12.50% senior secured notes due December 10, 2024 issued by the Company (the “Senior Notes”) shall be exchanged for new 13.0% senior secured notes due December 10, 2026 of AYR Wellness Canada, a wholly-owned subsidiary of the Company (the “New AYR Exchanged Notes”), which New AYR Exchanged Notes shall be guaranteed by the Company and its subsidiaries and secured by substantially all of their assets (in each case, subject to certain exceptions), (b) 29,040,140 subordinate, restricted or limited voting shares (“SVS Shares”), representing approximately 24.9% of the pro forma fully-diluted issued capital (net of the Anti-Dilutive Warrants and subject to certain exclusions) will be issued to the holders of the New AYR Exchanged Notes, (c) 23,046,067 warrants each exercisable for one SVS Share at US$2.12 (the “Anti-Dilutive Warrants”) shall be issued to the holders of record of the issued and outstanding (i) SVS Shares, (ii) multiple voting shares of the Company and (iii) shares of any subsidiary of the Company that are exchangeable for SVS Shares (collectively, the “Shareholders”), representing in the aggregate approximately 16.5% of the pro forma fully-diluted issued capital (inclusive of the SVS Shares to be issued on closing), (d) AYR Wellness Canada shall issue US$50 million aggregate principal amount of additional 13.0% senior secured notes due December 10, 2026 (subject to a 20% original issue discount) (the “New 2026 Additional Notes”) and (e) 5,947,980 SVS Shares representing approximately 5.1% of the pro forma fully-diluted issued capital (net of the Anti-Dilutive Warrants and subject to certain exclusions) will be issued to the Backstop Party¹.