Ayr Strategies Inc. Offers Short-Term Incentive for Cash Exercise of up to 3 Million Warrants

TORONTO, Nov. 23, 2020 (GLOBE NEWSWIRE) -- Ayr Strategies (CSE: AYR.A, OTCQX: AYRSF, “Ayr” or “the Company”), a leading vertically integrated cannabis multi-state operator, announced today incentive exercise rights available on a short-term basis to the holders of the Company's share purchase warrants (the “Warrants”) who exercise them for cash. The Warrants were issued pursuant to a Warrant Agency Agreement dated December 21, 2017, between the Company and Odyssey Trust Company, as warrant agent (the “Warrant Agent”), as amended (the “Warrant Agency Agreement”).

Ayr will be offering a C$0.50 incentive for the cash-only exercise of up to 3 million Warrants, resulting in gross proceeds to the Company of approximately US$25 million if 3 million Warrants are exercised.

“We are pleased to be able to offer our warrant holders this opportunity at a very exciting time for both our Company and our industry. Ayr has incredible growth ahead driven by the great progress our team has made operationally in Massachusetts and Nevada, as well as our exciting expansions into Pennsylvania, Arizona and Ohio. The continued mainstreaming of cannabis is expected to provide new opportunities for growth, and we expect our business to continue to expand, solidly funded based on projected cash proceeds from our warrant holders and the anticipated debt financing we have previously mentioned in our investor calls. We appreciate the support of all our stakeholders immensely,” said Jonathan Sandelman, Ayr Chairman and CEO.

Pursuant to the incentive exercise rights (the “Warrant Incentive Program”), the Warrants are exercisable at any time commencing on November 24, 2020 until 5:00 p.m. (Toronto time) on December 8, 2020 (the “Incentive Exercise Period”) (each, an “Incentive Exercise”). In order to participate in the Warrant Incentive Program, the holders will be required to withdraw their Warrants from Clearing and Depository Services Inc. (“CDS”) CDS which may take several business days, so Warrant holders are advised to begin this process as soon as possible.

Cashless exercises are not available for Incentive Exercises. Upon exercise, a holder is entitled to receive one (1) subordinate voting share of the Company (each, a “Subordinate Voting Share”), at an exercise price of C$11.50 per Subordinate Voting Share, for each whole Warrant, subject to adjustment in certain circumstances in accordance with the terms and conditions of the Warrant Agency Agreement. For each Warrant duly exercised during the Incentive Exercise Period, the Company will make an incentive payment of C$0.50, which shall be set off against payment of the applicable exercise price, resulting in an effective exercise price of C$11.00 to exercise a Warrant during the Incentive Exercise Period.