
| The information in this presentation is, unless otherwise noted, as of August 15th, 2023 and accordingly may have changed © 2023 AYR Wellness Inc. • CSE:AYR.A | OTC:AYRWF • Private and Confidential 2 Disclaimer This document is for informational purposes only and should not be considered a recommendation or offer to purchase, sell or hold a security. This document does not constitute an offering memorandum or an offer or solicitation in any country, state, province or territory or other jurisdiction. This document does not constitute either advice or a recommendation regarding any securities. An annual information form dated March 9, 2023 (the “AIF”), a management information circular dated May 26, 2022 (the “Circular”), an amended and restated short form base shelf prospectus dated February 24, 2021 (the “Shelf Prospectus”) and subsequent financial and material change reports have been filed containing important information relating to Ayr Wellness Inc. (“Ayr” or the “Company”) with the securities regulatory authorities in each of the provinces and territories of Canada and are available at www.sedar.com and on Ayr’s website at www.ayrwellness.com. In addition, information regarding the Company, including the Company’s annual report on Form 40-F (the “40-F”), may be found in the Company’s filings with the U.S. Securities and Exchange Commission, which are available at www.sec.gov. No securities regulatory authority has expressed an opinion about these securities and it is an offense to claim otherwise. This document does not provide full disclosure of all material facts relating to the securities described herein. Investors should read the AIF, the Circular, the Base Shelf Prospectus, the 40-F and any amendments, and subsequent financial and material change reports and other filings, for disclosure of those facts, especially risk factors relating to the securities. This presentation contains information, including estimated financial information of the Company, with respect to the quarter ended June 30, 2023. Neither the Company’s independent auditors, nor any other independent accountants, have audited, compiled, examined or performed any procedures with respect to such information, nor have they expressed any opinion or any other form of assurance on such information or its achievability. We are providing this information to provide you with information regarding the relative performance of the Company during the periods presented and such information represents the Company’s expectations as of the date of this document and may be subject to change. Forward-Looking Statements Certain information contained in this document are not historical facts but are forward-looking statements within the meaning of applicable securities laws including the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. 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”, "project", "forecast", "predict", "potential", "seem", "future" and “should” and similar expressions or words suggesting future outcomes. This document includes forward-looking information and statements pertaining to, among other things, Ayr’s future growth plans. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. 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 may cause business interruptions; required regulatory approvals may not be obtained; inflationary pressures may increase input costs; supply chain issues may hamper production and distribution; laws or the interpretation, administration or enforcement thereof may change; differing regulatory requirements across states may prevent Ayr from achieving economies of scale; favorable locations may be restricted or difficult to obtain; acquisitions may not be able to be completed on satisfactory terms or at all, or if completed may not be successful; the enforcement of contracts may be restricted; scientific research regarding cannabis is still in its early stages and is subject to change as further research is completed; the inherent risks of an agricultural business; cyber-security, transportation, recall, product liability and litigation related risks; future capital expenditure assumptions may prove inaccurate; wholesale market expectations may prove inaccurate; debt restructuring plans may be unsuccessful; adverse results from litigation may occur; the illicit market may continue diverting revenues; and Ayr may not be able to raise additional debt or equity capital if required. Among other things, Ayr has assumed that its businesses will operate as anticipated, that it will be able to complete acquisitions and acquire desirable retail locations on reasonable terms, and that all required regulatory approvals will be obtained on satisfactory terms and within expected time frames. However, these assumptions may prove incorrect and there may be other factors that cause results not to be as anticipated, estimated or intended. The risks and uncertainties mentioned above are not exhaustive, and there may be additional risks that Ayr does not presently know or that Ayr currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. There can be no assurance that such forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements, and readers are cautioned not to place undue reliance on these statements. In addition, forward-looking statements reflect Ayr's expectations, plans or forecasts of future events and views as of the date of this document. While Ayr may elect to update these forward-looking statements at some point in the future, Ayr specifically disclaims any obligation to do so. Cautionary Note Regarding Securities Laws This presentation does not constitute an offer to sell or the solicitation of an offer to buy the securities of Ayr in any jurisdiction, nor shall there be any sale of the securities of Ayr in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. Definition & Reconciliation of Non-GAAP Measures Ayr reports certain non-GAAP measures that are used to evaluate its performance and the performance of its business segments, as well as to manage its capital structure. As non-GAAP measures generally do not have a standardized meaning, they may not be comparable to similar measures presented by other issuers. Securities regulators require such measures to be clearly defined and reconciled with their most directly comparable GAAP measure. Please see Ayr’s Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of the operations of the Company for the quarter ended March 31, 2023 for reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures. Adjusted EBITDA Adjusted EBITDA represents (loss) income from operations, as reported under GAAP, before interest and tax, adjusted to exclude non-core costs, other non-cash items, including depreciation and amortization and further adjusted to remove non-cash stock-based compensation, impairment expense, the accounting for the incremental costs to acquire cannabis inventory in a business combination, acquisition related costs, and start-up costs. Please see Ayr’s MD&A for the quarter ended March 31, 2023 for an illustration of Ayr’s calculation of Adjusted EBITDA and a reconciliation to GAAP figures. Assumptions & Risks Forward-looking information in this presentation is subject to the assumptions and risks as described in our Annual Information Form as of and for the year ended December 31, 2022 and in our MD&A for the three months ended June 30, 2023 and 2022, and our news releases dated March 9, 2023 and May 16, 2023. Legal Disclaimers |