Ayr Strategies Inc. Offers Short-Term Incentive for Cash Exercise of up to 3 Million Warrants - Seite 2

Any such Incentive Exercises during the Incentive Exercise Period shall be subject to a maximum of 3 million Warrants (representing approximately 20% of the issued and outstanding Warrants of the Company as at November 20, 2020) (the “Incentive Maximum”), and any Incentive Exercises in excess of the Incentive Maximum as at the end of the Incentive Exercise Period shall be pro-rated amongst all exercising holders (and rounded up to the next nearest whole number) based on the number of Incentive Exercises by each applicable holder, with the resulting unexercised Warrants returned to the exercising holder. The Subordinate Voting Shares issuable pursuant to the Incentive Exercises will only be issued at the end of the Incentive Exercise Period. In addition, if Warrants are registered in the name of CDS, they will be required to be withdrawn from CDS and exercised through the Warrant Agent in order to be exercised under the Warrant Incentive Program. Warrants may not be exercised through CDS to participate in the Warrant Incentive Program.

In order to participate in the Warrant Incentive Program, holders must complete the Notice of Incentive Warrant Exercise posted under Ayr’s profile on www.sedar.com and on the investor section of the Company’s website www.ayrstrategies.com and provide any applicable documentation to the Warrant Agent at [e-mail].  Enquiries to the Warrant Agent may be directed to [e-mail] (by email) or 587.885.0960 (by phone).

There can be no assurance as to the proceeds to be received from the Warrant Incentive Program or that Ayr will be able to complete a debt financing or, if it does, as to the terms thereof.

Forward-Looking Statements

Certain information contained in this news release may be forward-looking statements within the meaning of applicable securities laws. Forward-looking statements are often, but not always, identified by the use of words such as “target”, “expect”, “anticipate”, “believe”, “foresee”, “could”, “would”, “estimate”, “goal”, “outlook”, “intend”, “plan”, “seek”, “will”, “may”, “tracking”, “pacing” and “should” and similar expressions or words suggesting future outcomes. This news release includes forward-looking information and statements pertaining to, among other things, Ayr’s future growth and expansion plans. Numerous risks and uncertainties could cause the actual events and results to differ materially from the estimates, beliefs and assumptions expressed or implied in the forward-looking statements, including, but not limited to: anticipated strategic, operational and competitive benefits may not be realized; events or series of events, including in connection with COVID-19, may cause business interruptions; required regulatory approvals may not be obtained; acquisitions may not be able to be completed on satisfactory terms or at all; and Ayr may not be able to raise additional debt or equity capital. Among other things, Ayr has assumed that its businesses will operate as anticipated, that it will be able to complete acquisitions on reasonable terms, and that all required regulatory approvals will be obtained on satisfactory terms and within expected time frames. In particular, there can be no assurance that we will complete the pending acquisitions in or enter into agreements with respect to other acquisitions.