Mercer Park CB, L.P. Files Early Warning Report Related to Incentive Award Grant by Ayr Strategies to Jonathan Sandelman, CEO - Seite 2

Item 3 – Interest in Securities of the Reporting Issuer

Before the grant of the Incentive Awards, the Filer has beneficial ownership and control over (i) 3,677,626 Multiple Voting Shares, representing 99.4% of the issued and outstanding Multiple Voting Shares, (ii) 2,884,058 Warrants, representing 27.5% of the issued and outstanding Warrants, (iii) a grant of incentive compensation by the Company in favor of Mr. Sandelman on May 24, 2019 representing the right to acquire 850,250 Subordinate Shares, representing 3.1% of the issued and outstanding Subordinate Shares and (iv) 262,188 Rights, representing 18.9% of the issued and outstanding Rights.

After the grant of the Incentive Awards, the Filer has beneficial ownership and control over (i) 3,677,626 Multiple Voting Shares, representing 99.4% of the issued and outstanding Multiple Voting Shares, (ii) 2,884,058 Warrants, representing 27.5% of the issued and outstanding Warrants, (iii) 262,188 Rights, representing 18.9% of the issued and outstanding Rights, and (iv) the right to acquire 1,894,250 Subordinate Shares, representing 6.6% of the issued and outstanding Subordinate Shares.

Assuming the exercise or conversion by the Filer of all rights to acquire Subordinate Shares, which total 8,482,153, and without assuming the exercise of any rights held by any persons other than the Filer to acquire Subordinate Shares, then, based on the 31,584,748 Subordinate Shares that were issued and outstanding on December 31, 2020, the Filer would hold approximately 26.9% of the Subordinate Shares. On a fully diluted basis, the Filer would hold approximately 16.9% of the Subordinate Shares.

The Sponsor is currently party to a voting agreement which limits its right to vote its Multiple Voting Shares. This agreement is currently anticipated to be terminated in the near future.

About Ayr Strategies Inc.

Ayr Strategies (“Ayr”) is an expanding vertically integrated, U.S. multi-state cannabis operator, focusing on high-growth markets. The Company cultivates and manufactures branded cannabis products for distribution through its network of retail outlets and through third-party stores. Ayr strives to enrich consumers’ experience every day – helping them to live their best lives, elevated.

Ayr’s leadership team brings proven expertise in growing successful businesses through disciplined operational and financial management, and is committed to driving positive impact for customers, employees and the communities they touch. For more information, please visit www.ir.ayrstrategies.com.

Company Contact:

Megan Kulick, Head of Investor Relations
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Investor Relations Contact:

Sean Mansouri, CFA or Cody Slach
Gateway Investor Relations
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Email: [e-mail]