AYR Wellness targets closing date for plan of arrangement on or around Feb. 7

AYR Wellness 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 involving the Company and AYR Wellness Canada Holdings, including obtaining the final order from the Ontario Superior Court of Justice 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 entitled to receive the Anti-Dilutive Warrants pursuant to the Arrangement has been set as the close of business on February 5, 2024. Pursuant to the Arrangement, among other things, all of the outstanding 12.50% senior secured notes due December 10, 2024 issued by the Company 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, which New AYR Exchanged Notes shall be guaranteed by the Company and its subsidiaries and secured by substantially all of their assets, 29,040,140 subordinate, restricted or limited voting shares, representing approximately 24.9% of the pro forma fully-diluted issued capital will be issued to the holders of the New AYR Exchanged Notes, 23,046,067 warrants each exercisable for one SVS Share at US$2.12 shall be issued to the holders of record of the issued and outstanding SVS Shares, multiple voting shares of the Company and shares of any subsidiary of the Company that are exchangeable for SVS Shares, representing in the aggregate approximately 16.5% of the pro forma fully-diluted issued capital, AYR Wellness Canada shall issue US$50 million aggregate principal amount of additional 13.0% senior secured notes due December 10, 2026 and 5,947,980 SVS Shares representing approximately 5.1% of the pro forma fully-diluted issued capital will be issued to the Backstop Party.