AYR Announces Receipt of Senior Noteholder and Court Approval of Previously Announced Plan of Arrangement

MIAMI, Dec. 22, 2023 (GLOBE NEWSWIRE) -- AYR Wellness Inc. (CSE: AYR.A, OTCQX: AYRWF) (“AYR” or the “Company”), a leading vertically integrated U.S. multi-state cannabis operator, today provided an update in respect 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”). Pursuant to the Arrangement, among other things, (a) all of the outstanding 12.50% senior secured notes due December 10, 2024 of the Company (the “Senior Notes”) shall be exchanged with AYR Wellness Canada, a wholly owned subsidiary of the Company, for new 13.0% senior secured notes due December 10, 2026 of AYR Wellness Canada (the “New AYR Exchanged Notes”), which New AYR Exchange Notes shall be guaranteed by the Company, (b) 29,040,140 subordinate, restricted or limited voting shares (“SVS Shares”), representing 24.9% of the pro forma fully-diluted issued capital (subject to certain exceptions) will be issued to the holders of the New AYR Exchanged Notes, (c) 23,046,067 share purchase warrants with an exercise price of US$2.12 shall be issued to the holders of record (as of two business days prior to closing) 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, representing 16.5% of the pro forma fully-diluted issued capital, and (d) AYR Wellness Canada shall issue US$50 million aggregate principal amount of additional 13.0% senior secured notes due December 10, 2026 for net proceeds of US$40 million (pursuant to a 20% original issue discount) (the “New 2026 Additional Notes”)¹.

The Company is pleased to announce that the Senior Noteholders voted to approve the Arrangement (the “Arrangement Resolution”) at the special meeting of Senior Noteholders held on December 15, 2023 (the “Meeting”). The Arrangement Resolution, which required the approval of at least 66^2/3% of the votes cast by the Senior Noteholders present in person or by proxy at the Meeting, was approved by over 99% of the votes cast by the Senior Noteholders present in person or by proxy at the Meeting. The results of the votes cast by the Senior Noteholders are set out in more detail below: