#1ayr AIM HIGHER AYR WELLNESS INC. CSE:AYR.A | OTC:AYRWF October 2021#2SAFE HARBOR ayr Disclaimer This document is for informational purposes only and should not be considered a recommendation to purchase, sell or hold a security. This document does not constitute an offering memorandum or an offer or solicitation in any province or territory or other jurisdiction. An annual information form dated March 17, 2021 (the "AIF"), a management information circular dated May 21, 2021 (the "Circular"), a short form base shelf prospectus dated December 17, 2020 (the "Shelf Prospectus") and subsequent financial and material change reports have been filed containing important information relating to Ayr Strategies 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. No securities regulatory authority has expressed an opinion about these securities and it is an offence 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 and any amendments, and subsequent financial and material change reports, for disclosure of those facts, especially risk factors relating to the securities. Forward-Looking Statements Certain information contained in this document 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 document includes forward-looking information and statements pertaining to, among other things, Ayr's future growth 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. However, these assumptions may prove incorrect and there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such 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. Cautionary Note Regarding United States Securities Laws This presentation does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities of Ayr, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities of Ayr have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, "U.S. persons", as such term is defined in Regulation S under the U.S. Securities Act, unless an exemption from such registration is available. Definition and 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. Adjusted EBITDA Adjusted EBITDA represents loss from operations, as reported, before interest and tax, adjusted to exclude non-recurring items, other non-cash items, including depreciation and amortization, and further adjusted to remove non-cash stock-based compensation, the accounting for the incremental costs to acquire cannabis inventory in a business combination, acquisition related costs, and start-up costs. Please see the Appendix for an illustration of Ayr's calculation of Adjusted EBITDA and reconciliation to GAAP figures. Assumptions and Risks Forward-looking information in this presentation is subject to the assumptions and risks as described in our MD&A for the three months and six months ended June 30, 2021 and our news release dated August 16, 2021. © 2021 AYR Wellness Inc. CSE:AYR.A, OTC:AYRWF 2#3PREMIER CANNABIS COMPANY IN 8 KEY MARKETS On track to be the largest scale producer of high-quality cannabis in the U.S. - because everything starts with the plant Delivering affordable luxury with leading brands including Kynd flower, Origyn extracts, and Levia¹ infused seltzer Strong growth profile with expected revenue increasing at 100% + through 2022 - 6 of 8 states contributing over $100m of 2022 expected revenue Exceptional footprint with 5 Adult-Use states and addressable population of over 85 million people 64 70+ open dispensaries expected by YE21 Over 2,000 employees 550K 1.2+ million sq. ft. of cultivation and processing facilities in development 1) Pending closing of announced acquisition NV AZ Medical markets Adult use markets Pending M&A OH PA FL ayr NJ CSE:AYR.A, OTC:AYRWF ΜΑ 3#4KEY 2021-2022 GROWTH DRIVERS Retail Revenue 6 stores open 9 stores by end of 2021 ● ● PA Wholesale Revenue and Margin Improvement • 83,000 sf on-line ● 2H 2022 expansion to additional 100,000 sq. ft. Retail Revenue AZ ● Wholesale Revenue and Margin Improvement ● 3 stores open Adult-use sales ramping 10,000 sq. ft. on-line 80,000 sf indoor facility complete in 4Q21 ΜΑ Retail Revenue ● 3 AU stores open by 1Q22 Wholesale Revenue Additional 100,000 sq. ft. facility comes on-line in 2Q22 Retail Revenue ● ● ● Cultivation Improvements to Drive Store Productivity ● FL ● 42 stores currently 50 stores by end of 2021 Remediation of 300K sq. ft. existing facility Additional 20 acres of hoop houses Edibles, concentrates and other product launches ● ayr Retail Revenue NJ ● 3 medical stores open Adult-use in 1Q22 Wholesale Revenue Additional 76,000 sq. ft. facility comes on- line in 1Q22 CSE:AYR.A, OTC:AYRWF 4#5AYR'S FOOTPRINT SUMMARY (PRO-FORMA)¹ Population Adult Use or Medical Est. 2022 Market Size² Dispensaries: Current → YE 2021 Key Retail Markets Cultivation-Production: Current → YE 2022 Sq. Ft. Employees ¹ Planned 2021-2022 Cap Exp ΜΑ 6.9 M AU $1.4 B 2 → 43 Greater Boston 278 NJ $31 M 9.2 M AU $1 B 3 50K → 140K 30K → 105K Central NJ 110 $14 M PA 12.8 M Med $750 M 6 → 9 Pittsburgh Philadelphia 83K → TBD 335 $23 M OH 11.7 M Med $500 M 9K →67K 22 $37 M FL 21.9 M Med $1.8 B 42 → 504 Miami Tampa Orlando 300K 735K 566 $39 M AZ 7.5 M AU $1.6 B 3 Phoenix 10K → 90K 185 $5 M 1) Pro-forma for the closing of pending transactions in IL and NV (detailed in appendix on page 24) 2) BDSA estimate 3) Includes two co-located AU/Med dispensaries (Somerville and Watertown), one AU-only dispensary in Boston and one Med-only dispensary in Needham 42 currently open, eight under development NV 3.1 M AU $1 B 6 Las Vegas Reno 72K 553 <$1M IL 12.6 M AU $1.3 B 2 Quincy ΝΑ 50 <$1M ayr TOTAL 85.7 M 5 AU/3 Med $9.4 B 64→ 77 554K → 1,200K+ -2,050 $150 M CSE:AYR.A, OTC:AYRWF 5#6CURRENT COMPANY SNAPSHOT Source: 3 Exceptional growth profile with revenue increasing over 100% into 2022, supported by solid margin structure and some of the best operating metrics in the industry $365m1 2Q 21 Annual Revenue Run Rate 550k+ Cultivation & Processing Facility Sq. Ft.. $110m1 2Q 21 Annual AEBITDA Run Rate 10,000+ Daily Transaction Count 1) Based on Q2 2021 Revenue of $91 million and AEBITDA of $27 million (in US GAAP) Includes pro-forma Illinois As of June 30, 2021 Avg Basket NV $63 MA $159 PA $140 FL $88 AZ $89 NJ $190 64 Dispensaries Open² ayr Strong Balance Sheet $124m Cash³ 1.8x Debt: EBITDA No Sale-Leasebacks Wholesale 280+ Licensed Dispensaries with Ayr products CSE:AYR.A, OTC:AYRWF 6#7POSITIONED TO WIN IN CANNABIS Cannabis 1.0: The Green Rush Focus on adding footprint, burning through cash Landgrab for greenfield opportunities with large capex needs and execution risk Pursuing dilutive transactions at inflated prices in search of growth Easy access to capital for everyone Acquiring licenses without operational talent necessary for success Cannabis Today: Building Brands Largest scale cultivator of high-quality flower, because it all starts with the plant ayr Focus on building market leading consumer brands, such as Kynd, Origyn and Levia, with quality, consistency and value Human capital matters; quality of our flower, brands and customer experience depends on the quality of our people Focus on operational excellence and institutional best practices with strong controls and transparency Patient, disciplined strategy; the right assets, with the right team, at the right price CSE:AYR.A, OTC:AYRWF 7#8AYR BRAND PORTFOLIO kynd cannabis co. ayr the dispensary NV NORDIC GODDESS MYNT Dildbran THERAPEUTIC BODY BALM CANNABIS DISPENSARY TUMBLEWEED EXTRACTS HAZE CANNABIS CO. LEVIA LEVIA AS-INFUSED CONABIS-INFUSED SELTS KOHEN HE BRAIDREIN KANJI CALORIES 00 LEVIA IS INFUSCE FESTI TRAILSTIX National Brands & Regional Favorites origyn extracts revel entourage EN TOUR AGE ROOT 90 Highly Edible SIRANATURALS Wicked Nantucket NUGGETS Sour ayr cp CannaPunch#9AYR. AIM HIGHER. We Aim Higher For Quality Cannabis. Education. Excellence. Our Customers. Our Team. Our Investors. Our Community. nt enriching the lives of our customers, our teammates and our neighbors through cannabis inspired wellness and wonder Mai Tai x Zkittlez Cake, Sparks, NV ayr#10AYR'S DEEP TALENT POOL Western U.S. Total Employees ~735 Senior Leaders Ave. Total Experience Ave. Cannabis Experience NV Cultivation & Production 16 16 yrs AZ 8 yrs ~2,050 Employees with Substantial Cannabis Leadership Experience Retail 12 14 yrs 4 yrs Midwestern U.S. Total Employees ~60 Senior Leaders Ave. Total Experience Ave. Cannabis Experience Cultivation & Production 5 11 yrs OH 3 yrs Retail 2 N/A N/A Medical markets PA Senior Leaders Ave. Total Experience Ave. Cannabis Experience T Northeastern U.S. Total Employees ~705 ΜΑ NJ Cultivation & Production 28 13 yrs 4 yrs Adult use markets Retail 11 18 yrs 5 yrs Florida Total Employees ~550 Senior Leaders Ave. Total Experience Ave. Cannabis Experience FL 8 Cultivation & Production 12 yrs ayr 5 yrs Retail 8 12 yrs 4 yrs CSE:AYR.A, OTC:AYRWF 10#11MARKET LEADING RETAIL FACILITIES Ayr's retail operations are market leaders, committed to exceptional customer service and operational excellence the dispensary the dispens San Henderson, NV Busiest dispensary in Henderson, serving ~1,500 customers/day Average transaction $661 2.4 visits/customer/month Serving locals market over 300,000 residents in a 5-mile radius Annual revenue run-rate ~ $36M, $10k/sq. ft.1 1) Based 2Q 2021 unaudited results 2) Based on unaudited September results MYNT 150 a 1614 MYNT MYNT Reno, NV Consistently voted one of the best dispensaries in Reno, serving over ~650 customers/day 418 Average transaction ~$58 2.0 visits/customer/month Serving locals market of over 300,000 residents in a 5-mile radius Annual revenue run-rate ~ $14M1 Somerville, MA Located in the popular neighborhood of Davis Square, w/ easy access to public transportation; Medical only serving ~272 patients/day, AU coming in 1Q22 Average transaction $1671 2.1 visits/customer/month SIRANATURALS Serving population of over 870,000 in a 5-mile radius Annual revenue run-rate- $16M1 ayr ayr ayr Our newest PA dispensary; Medical only serving 120 patients/day after 2 months Average transaction $159² 2.2 visits/customer/month Gibsonia, PA Located in high traffic area with over 33,000 cars per day; first dispensary in Gibsonia and surrounding area Annual revenue run-rate~ $10M² CSE:AYR.A, OTC:AYRWF 11#12BEST-IN-CLASS CULTIVATION FACILITIES SIRANATURALS It all starts with the plant at Ayr's modern, state-of-the-art cultivation facilities Cultivation Facility Milford, MA 1 of 37 operational cultivation facilities in MA Best-in-class with THC content regularly at 25% + 50,000 sq. ft. facility produces wholesale revenue capacity of >$5M/month 1) Source: BDSA #1 wholesaler in the state¹ with over 75% penetration of state's adult-use dispensaries Average production yield >70 grams/ sq. ft. PIF Cultivation Facility Warrendale, PA ayr 1 of 25 cultivation / processor licenses in PA First harvest completed 1Q21, Revel flower in stores May 2021 143,000 sq. ft. facility on 13- acre site Five flower rooms under initial construction plan, with expansion to up to 15 ayr Cultivation Facility Sparks, NV KÝND 53,000 sq. ft. cultivation facility produces over 12,000 lbs. of biomass annually 20,000 sq. ft. processing facility in Las Vegas Combined, produce over 475 SKUs Average production yield >65 grams/ sq. ft. CSE:AYR.A, OTC:AYRWF 12#13AYR IN THE COMMUNITY SIRANATURALS Partnership with the Community Action Agency of Somerville (CAAS) to ensure the care, assistance and subsidy provided to those living with the impact of the war on drugs the dispensary Amid COVID-19, production team dedicated time and resources to manufacturing hand sanitizer for donation to hospitals and health care facilities in partnership with MEMA and the Dept of Public Health Proactively sought to become the first cannabis company in MA to unionize its workforce UFCW Founding member of Mass CultivatED, a public-private partnership which provides education and employment opportunities to communities disproportionately impacted by the war on drugs Business of Cannabis Club STUDENT CLUBS OF HBS, INC. SIRAACCELERATOR MASS CultivatED Sira Accelerator is the first-ever business accelerator in the MA cannabis industry to help set up small cannabis businesses for success, offering mentoring, advisory and the ability to leverage Sira's retail and wholesale distribution network FRANK'S FRIENDS COMPASSIONATE PATIENT DISCOUNT 50% off all medicine in Somerville. Established for patients with Financial Hardship and a HIV/ AIDS diagnosis. SIRANATURALS the dispensary Fundraisers for local schools and partnerships with programs such as Three Square, southern Nevada's largest hunger relief organization inini three square™ together, we can feed everyone MEMBER OF FEEDING AMERICA MYNT ayr CANNABIS DISPENSARY Partnerships and fundraisers with established community organizations such as Operation Backpack and Northern Nevada Food Bank to help serve the local community dealing with high rates of unemployment and hunger, especially during COVID FOOD BANK OF NORTHERN NEVADA S KYND CANNABIS COMPANY Partnerships and fundraisers with established community organizations such as Art Spot Reno and Reno Mural Fest in support of local artists, educational outreach and seminars with senior living facilities throughout the greater Reno area CSE:AYR.A, OTC:AYRWF 13#14A TOP TIER MSO AT A MATERIAL DISCOUNT Est 2022 EBITDA ($ millions) $700 $600 $500 $400 $300 $200 $100 $0 13.5x $623 Curaleaf $580 5.6x Verano $588 9.2x Trulieve 13.5x $448 GTI Average MSO EV/EBITDA Mult = 9.5x 9.4x $385 Cresco Source: EV priced as of 10/4/2021 estimates for all MSO based on 2022 CapIQ consensus. 6.7x 2022 Est. EBITDA $291 9.5x $200 Ayr Pro-forma TerrAscend ◆EV/2022 Est. EBITDA 8.2x $217 Ascend 8.3x $214 Columbia Care 84x $117 Jushi 16.0x 14.0x 12.0x 10.0x 8.0x 6.0x 4.0x 2.0x 0.0x 2022 EV/EBITDA ayr CSE:AYR.A, OTC:AYRWF 14#15KEY TAKEAWAYS ($) 2 Ayr is Built for Success and Positioned for Re-Valuation Largest scale cultivator of high- quality flower combined with operational excellence to build the most productive assets in the industry Over 100% revenue and AEBITDA growth in 2021 & 2022 driven by both organic and acquired growth ini LOO ayr Operating talent scaling with growing footprint, national brand building and improved customer experience Multiple expansion as growing footprint, expanding brand presence, accelerating cash flow generation and regulatory changes attract a broader investor base CSE:AYR.A, OTC:AYRWF 15#16APPENDIX 1:1 ayr ayr Ayr Wellness, Plymouth Meeting, PA ay ayr ayr#17AYR NORTHEASTERN PORTFOLIO Strong Presence in Massachusetts with 2 Medical and 3 Pending Adult-Use Dispensaries in Greater Boston, Announced Plans for 9 Dispensaries in Pennsylvania, 3 Open in New Jersey ayr P 1² Retail dispensaries/licenses Extraction facilities Cultivation facilities/licenses 1) Somerville will be a co-located Medical-Adult Use Dispensary Massachusetts New Jersey Pennsylvania Retail 2 Co-located Medical/Adult Use 1 Medical 1 Adult Use ● ● 17% retail revenue growth y/y Average ticket $159 415+ transactions per day Three prime adult-use locations in 2021 in Greater Boston 3 Dispensaries Closed in September 2021 Three of only 19 open dispensaries in the state, converting from medical to adult-use in 2021 9 Medical Dispensaries ● Retail revenues ramped to > $1.5M / month Average ticket $140 Six of the nine dispensaries currently opened; four of six will be located in the densely populated Philadelphia and Pittsburgh metropolitan areas Cultivation/Production 50,000 sq. ft. operational ● 200% + wholesale revenue growth y/y Selling to 112 (76%) of the state's 148 adult-use dispensaries 100,000 sq. ft. under development 30,000 sq. ft. operational 75,000 sq. ft. under development 83,000 sq. ft. operational Successfully completed first harvests and Began selling Revel and Seven Hills branded flower at both retail and wholesale Wholesale revenue of $1.5 million in first month 180,000+ sq. ft. under construction CSE:AYR.A, OTC:AYRWF 17#18THE BEST RETAIL FOOTPRINT IN MASSACHUSETTS Waltham URNDALE NORTH WALTHAM WEST NEWTON 30 NONANTUM 16 NEWTONVILLE Newton NE UPPER FALLS Massachusetts Turnpike Needham SIRANATURALS Map of Greater Boston Belmont Watertown 16 Watertown SIRANATURALS Massachusetts Turnpike BRIGHTON CHESTNUT HILL Soldiers Field Rd 30 Somerville ¹ NORTH CAMBRIDGE ALLSTON SIRANATURALS Somerville Cambridge Fenway Park Museum of Fine Arts, Boston Brookline Binney St SIRANATURALS BACK BAY Back Bay ROXBURY SOUTH END Google Franklin Park Zoo Adult-Use and Medical (HCAs received) Adult-Use only (HCA received) Bunker Hill Monument NORTH END Boston Chelsea EAST BOSTON SOUTH BOSTON Medical only (open) Market Overview >60% of Massachusetts population or ~5 million people live in Greater Boston, but only 6% of the State's licensed recreational dispensaries are located there as of November 2020 Top retail locations for 2021 recreational sales: ayr Back Bay - Boylston Street, directly next to Apple Store Somerville - In Davis Square Watertown - Right on Route 20 Boston attracts over 20 million visitors per year Medical stores in Somerville and Needham already generating an average of over $11 million in annual revenue each with average basket of over $150 1) Somerville dispensary is currently open for Medical Use only, will co-locate with Adult-Use pending approval from the Massachusetts CCC Sira Naturals Leading Brand in flower, vape and concentrates due to our wholesale distribution channel according to BDS Analytics ■ CSE:AYR.A, OTC:AYRWF 18#19AYR MIDWESTERN PORTFOLIO Retail dispensaries/licenses Extraction facilities Growing Presence in Illinois with 2 Adult-Use Dispensaries in Quincy¹; 58,000 sq ft Cultivation Facility Currently Under Construction in Ohio Cultivation facilities/licenses 1) Pending closing of announce acquisition Illinois ¹ Ohio Retail 2 open adult-use dispensaries in Quincy, IL 1 affiliate license pending in Bloomington-Normal Actively evaluating opportunities Cultivation/Production Actively evaluating opportunities ayr 9,000 sq. ft. processing facility 58,000 sq. ft. cultivation and production facility under construction One of only 19 level 1 licenses in the state which permit the largest canopy CSE:AYR.A, OTC:AYRWF 19#20AYR WESTERN PORTFOLIO ayr 6 Highly Productive Dispensaries in Key Markets Across Nevada and Growing Wholesale Business; 3 Adult-Use Dispensaries in Arizona and Expanding Cultivation Retail dispensaries/licenses Processing facilities Cultivation facilities/licenses Extraction facilities Nevada Arizona Retail 6 Dispensaries ● Retail sales up 62% yr / yr Average daily transactions >5,200 Most productive retail dispensaries in Nevada averaging ~$9,000/sq. ft. 3 Dispensaries Retail revenue up 50% yr / yr Average daily transactions > 1,700 Cultivation/Production 72,000 sq. ft. operational Completed 20,000 sq. ft. processing facility expansion outside of Las Vegas Announced acquisition of award-winning cultivator Tahoe Hydro, adding additional 33,000 sq ft of production Voted #1 gummy at LV Cannabis awards 2 years in a row 10,000 sq. ft. operational Completed 10,000 sq. ft. Chandler, AZ production facility Wholesale market expanding from 2Q21 inception 80,000 sq ft under development CSE:AYR.A, OTC:AYRWF 20#21EXPANSION INTO FLORIDA O Retail dispensaries/licenses Top Florida Operator with 40 Medical Dispensaries and Cultivation Upside Cultivation facilities/licenses Florida Retail 42 Dispensaries 8 Under Development Opened ten new dispensaries since closing on February 25, 2021 Transaction count up 40% in July vs. January New patients up 27% Current revenue run-rate <50% of state average per store due to product shortages Cultivation/Production 300,000 sq. ft. facility 20 Acres of hoop-house cultivation ayr Recently launched Origyn Extracts and Big Pete's Cookies and Secret Orchard fruit forward extracts and gummies 387-acre site; 247 acres available for further development Targeting to improve cultivation productivity ~3x CSE:AYR.A, OTC:AYRWF 21#22DEEP EXECUTIVE TALENT POOL Jonathan Sandelman Chief Executive Officer 30-year veteran of banking and finance, with a history of generating shareholder value Served as President of Bank of America Securities after building its capital markets businesses through the early 2000s, building Bank of America Securities beyond its roots as a consumer and corporate lender. 00 8 Jennifer Drake Co-Chief Operating Officer ● ● Proven business leader in large blue chip institutions and at lean start-ups Former Managing Director at Goldman Sachs with extensive M&A experience Jason Griffith Co-Chief Operating Officer Veteran business builder in banking and finance with senior positions at Bank of America, J.P. Morgan and Jefferies. Manages Ayr's operating businesses to drive organic growth and integrate acquisitions. Jamie Mendola Head of Strategy and M&A Nearly two decades of experience in public and private equity and an active cannabis investor. Founder and portfolio manager of hedge fund Pacific Grove Capital. Co oj Co Co Brad Asher Chief Financial Officer Mark Pitchford Chief Development Officer ● Previously served as Controller for Ayr and was instrumental in implementing software and financial controls to drive efficiencies across Ayr's portfolio of businesses Former team lead at KPMG and Vice President Controller for a global ad-tech company Megan Kulick Head of Investor Relations ● ayr 20+ year veteran in the cannabis sector with deep expertise in cultivation, extraction, production and manufacturing Founding member of Washoe Wellness and The Canopy NV Chris Burggraeve Director, Board of Experts (Branding) Over 25 years of experience in public equity markets as a research analyst and portfolio manager Entered the cannabis industry in 2018 to guide IR efforts of public companies Award-winning global business marketer and active cannabis entrepreneur Over 30 years of global marketing experience at Proctor and Gamble, the Coca Cola Company, and AB InBev, where he was global CMO CSE:AYR.A, OTC:AYRWF 22#23CAPITALIZATION Pro-Forma Share Count (in Millions, Treasury Method) Share Price as of 10/4/2021 (USD): Subordinate Voting Shares Sponsor (multiple voting) Shares Exchangeable Shares Class B Warrants (net shares) Current Ayr Treasury Method Shares (excl. unvested LTIP) ² Exchangeable Shares for pending M&A4 Treasury Method Shares (pro-forma)² $25.00 56.2 3.7 7.4 2.0 69.3 1.0 70.3 Pro-Forma Net Debt Outstanding USD Millions Senior Secured Debt (6/30/21) Seller Notes and Other (6/30/21, pro-forma for NJ, PANM closing) ³ Seller Notes (pending M&A)4 Total Pro-forma Debt Cash on Balance Sheet (6/30/21), pro-forma for NJ, PANM closing³ and warrant call¹ Cash to be paid for pending M & A4 1) The Company accelerated the expiration of the warrants (excluding Class B warrants) to 9/30/21. Approximately 91% of the eligible warrants were exercised for cash, resulting in - US$50 million of proceeds to the Company. 2) Excludes Ayr granted but unvested LTIP shares totaling 3.4 million. 3) Acquisitions of Garden State Dispensary (NJ) and PA Natural Medicine closed on September 16 and October 1, 2021, respectively. 4) See page 24 for details on pending M&A transactions ayr $104 136 16 $256 $98 $23 CSE:AYR.A, OTCQX:AYRWF 23#24SUMMARY OF PENDING ACQUISITIONS Total Price Cash Stock Vendor Notes Planned Capex Estimated Closing Nevada US $17 million $5 million $8.5 million $3.5 million N/A 2H2022 Illinois US $30 million $8 million $10 million $12 million N/A 4Q2021 Levia US $20 million 1 $10 million $10 million N/A N/A 4Q2021 ayr CSE:AYR.A, OTC:AYRWF 24 1) An earn-out of up to $40 million, based on 2021 EBITDA hurdles, is payable in Q1 2022 and includes a maximum additional cash payment of $10 million with the remainder paid in stock and notes#25ADJ. EBITDA RECONCILIATION (US GAAP) Period ($USD) Income (loss) from operations Incremental costs to acquire cannabis inventory in business combination Interest Depreciation and amortization Acquisition costs Share-based compensation, non-cash Start-up costs ¹1 Other² Adjusted EBITDA Three Months Ended June 30, 2021 (24,880,784) 26,596,051 212,666 14,587,557 1,284,607 7,151,806 1.350,226 1,121,999 52,304.912 27,424,128 1) These are set-up costs to prepare a location for its intended use. Start-up costs are expensed as incurred and are not indicative of ongoing operations 2) Other adjustments made to exclude the impact of non-recurring items 2020 (5,437,912) 123,590 4,049,386 368,929 9,103,459 239,352 13,884,716 8,446,804 ayr CSE:AYR.A, OTC:AYRWF 25#26CONTACT INFORMATION Megan Kulick Head of Investor Relations [email protected] 646-977-7914 Rob Kelly / Brian Pinkston MATTIO | Investor Relations [email protected] 703-926-9159 Bubba Kush - Milford, MA ayr