#1AR wellness inc. Investor Presentation November 2023 CSE:AYR.A | OTC:AYRWF#2safe harbor 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 9, 2023 (the "AIF"), a management information circular dated May 26, 2022 (the "Circular"), a final short form base shelf prospectus dated November 30, 2022 and subsequent amendments (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. AR 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 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; 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 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 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. 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. Adjusted EBITDA Adjusted EBITDA represents (loss) income from continuing 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 and transaction related costs, and start- up costs. Please see Appendix for an illustration of AYR's calculation of Adjusted EBITDA and a reconciliation to GAAP figures. Adjusted Gross Profit Adjusted Gross Profit represents gross profit, as reported, adjusted to exclude the accounting for the incremental costs to acquire cannabis inventory in a business combination, interest, depreciation and amortization, start-up costs, and other non-core costs. Please see Appendix for an illustration of AYR's calculation of Adjusted Gross Profit 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 MD&A for the three months ended June 30, 2023, and our news release dated August 17, 2023. Ⓒ2022 AYR Wellness Inc. CSEAYRA | OTC:AYRWF 2#3We are a leading, vertically integrated cannabis operator Driven by the quality of our products, equity in our brands, and loyalty of our customers, we are positioning ourselves as both a retailer of choice and house of CPG brands AR Grown in Milford, MA 3#4company overview 1. Highly strategic footprint in 8 states, focused on achieving meaningful depth and vertical integration 2. AYR owns and operates 88 retail locations processing roughly 6m transactions per year 3. Our 18 cultivation and production facilities span 1.3m sq. ft. 4. Major growth catalysts on our horizon, with 50% of our addressable 21+ population in states anticipated to legalize adult-use cannabis in the next few years 5. Outperforming competition through execution with existing assets. AYR has achieved highest dollar Adj. EBITDA growth among largest US Multi-state Operators YTD. 6. Q3/23 results reflect 5% Y/Y revenue growth and more than 53% adjusted EBITDA expansion and an adjusted EBITDA margin of 25% AR CSE:AYR.A | OTC:AYRWF Made in Reno, NV 4#5Q3 2023 Highlights Made in Gainesville, FL 5#6third quarter financial highlights¹ AR $114.4m Revenue +5% QoQ Transactions 53% Adj. Gross Margin² $73m Cash Balance³ 1) Activity relating to Arizona is omitted as discontinued operations 2) See Appendix for calculation of Adjusted Gross Profit & Adjusted EBITDA and reconciliations to GAAP figures 3) Pro-forma to include proceeds from Florida facility mortgage refinancing and upsizing 4) Percent of products produced by AYR sold at own-retail; 50% without FL contribution $28.4m AEBITDA² 70% Internalization Rate4 CSE:AYR.A | OTC:AYRWF 25% AEBITDA Margin² $22.9m YTD Operating Cash Flow 6#7quarterly financial details¹ AR $98.9 2Q22 69 2Q22 $108.7 3Q22 75 3Q22 Revenue ($m) $117.7 $114.3 4Q22 Store Count 83 77 1Q23 4Q22 1Q23 $116.7 2Q23 85 2Q23 $114.4 3Q23 86 3Q23 $16.5 16.7% 2Q22 $22.5 2Q22 $18.7 17.2% 3Q22 $18.3 3Q22 AEBITDA² ($m) $26.3 $24.2 21.1% 4Q22 $7.5 22.4% CapEx³ ($m) 4Q22 1Q23 $7.2 1Q23 1) Activity relating to Arizona omitted as discontinued operations. Accordingly, the presentation of prior period balances may not agree to prior issued financial statements 2) See following slides for calculation of Adjusted Gross Profit & Adjusted EBITDA and reconciliations to GAAP figures 3) Includes deployed AZ capital CSE:AYR.A | OTC:AYRWF $29.4 25.2% 2Q23 $6.7 2Q23 $28.4 24.9% 3Q23 $7.0 3Q23 7#8footprint and market summary¹ AR Market Launch² 2023 Est. Total State Revenues³ 21+ Population³ Total Stores4 MED AU 21+ Population per Store AYR Stores Open (as of Nov. 2023) Employees6,7 Cultivation & Production Facility sq. ft. FL 2017 $2.6b 17.3m 602 29k 62 1024 745k IL 2013 2020 $2.2b 9.4m 137 75k 2 21 MA 2012 2018 $1.8b 5.3m 286 18k 45 232 148k PA 2018 CSE:AYR.A | OTC:AYRWF $1.2b 9.8m 175 56k 9 261 83k nj 2012 2022 6.8m $1.lb $840m $520m 49 179k 3 222 nv 2015 2017 110k 2.4m 99 25k 6 421 OH 2019 110k 8.8m 112 79k 2 99 69k CT 2013 2023 $260m 2.7m 27 100k AYR 2019 $10.5b 62.5m 1,487 42k 88 2,280 ~1.3m 1) All numbers as of Q3 2023 unless otherwise noted 2) Marijuana Policy Project, State Policy; defined as first date of program sales 3) BDSA Market Dashboards 4) Source: OMMU approved dispensing locations as of 11/10/2023; IDFPR issued dispensary licenses 11/2/2023; CCC issued commence operations of retail licensure 10/30/2023; DOH licensed dispensaries with product 11/8/2023; CRC licensed dispensaries 10/14/2023; CCB issued adult use retail licenses 10/10/2023; MMCP issued dispensary licenses 10/14/2023; DCP issued dispensary licenses 11/13/2023 5) One store is medical only 6) Employees as of 11/9/2023, Florida employee count includes corporate employees 8#9regional overviews and current objectives Market Dynamics and Position Populous state with leading medical market Disciplined licensing structure creates favorable dynamics for operators AR FL IL MA PA NJ NV OH • Strong consumer demand 2 operating stores today; 2 retail licenses in development . ● • One of highest growth markets in US following '22 adult use launch Vertical licensure with retail located in underserved, high traffic region Established core market vertically integrated with maximum cultivation canopy and dispensary footprint positioned in Greater Boston . Sizeable medical market with adult-use looming Deep vertical operations supplying our state-wide retail network and ramping wholesale partnerships ● Established core market vertically integrated with excellent customer retention and a leading wholesale position Adult use market recently launched CT Social equity partner license win granting cultivation and retail Source: FL OMMU as of 8/11/2023 2) Through Support Servies Agreement Underdeveloped medical market within populous state Regulators have taken a measured approach to licensing Strategic Outlook ▸ Currently 3rd largest in retail store count, #2 oil (mgs) and #4 flower (oz) dispensed¹ ▸ Recently launched announced Kiva branded edibles into the state through exclusive three-year licensing partnership ▸ Plans for further store openings and ramp up of the 10 stores already opened this year ▸ Adult use initiative anticipated for 2024 ballot ▸ Refining retail operations; assessing future growth opportunities ▸ Building out additional licensed dispensaries in Normal-Bloomington and Chicagoland ▸ Optimizing through brand rationalization and enhanced wholesale partnerships ▸ Investing deeper in digital marketing to increase traffic ▸ Expanded cultivation capacity to capitalize on stabilized pricing environment ▸ Strengthening the integration between supply chain, retail and wholesale operations ▸ Closely tracking future growth opportunities ▸ Expanded Eatontown dispensary to nearly triple POS stations, increase capacity from 22 to ~160 people ▸ Planning for increased wholesale activity as conditional retailers achieve final licensure ▸ Continuing to expand & enhance our robust genetic library and production capabilities ▸ Leaning into purchasing power and price optimization as market share leader driving margin expansion ▸ Cultivation facility online and first wholesale revenues realized 1Q23 ▸ Became vertically integrated with 3 stores opened in Q4/23² ▸ Adult use initiative passed on November ballot referendum ▸ Working through regulatory processes for cultivation buildout ▸ Progressing with retail buildout with plans for two stores in 2024 CSE:AYR.A | OTC:AYRWF 9#10creating deep customer relationships Creating a customer-obsessed organization to drive loyalty and engagement AR Developing a sizeable and loyal customer base our key asset as a retailer. Aiming to be a neighborhood retailer... at scale Refining the quality and consistency of our products and the power of our brands - our key assets as a house of brands Creating a new level of digital engagement to increase customer acquisition, retention, loyalty and purchase frequency Utilizing data-driven insights & detailed customer feedback to create exceptional customer experiences CSE:AYR.A | OTC:AYRWF Watertown, MA Kkynd 3.50 U Kynd Flower Dania Beach, FL 10#11a force for good in the communities we serve Building deep connections between our teams, customers, and the communities in which we operate AR Restorative Justice AR wellness Humberto & Brooke Ramirez Three Thousand and 00/100 & FREEDOM GROW JA 10/27/2022 12 Days of Giving 222222221 000 44 555 1027 BLAZE 0420 LAZY $3,000.00 Combatting the lasting negative consequences of cannabis prohibition 225 EX NEU UR ILLE Equity & Inclusion A Tale of Two Cm CSE:AYR.A | OTC:AYRWF ACLU Promoting an equitable cannabis industry through education & empowerment ADOPT A HIGHWAY LITTER CONTROL NEXT 1 MILES EMPLOYEES OF AYR WELLNESS Hyperlocal Service Bread of the Mighty Food god Bank Wy N AR Supporting community needs in both current & emerging markets 11#12key initiatives driving short-term financial performance by: 1. Increasing Revenues . 2. Increasing Margins . AR ● 2023 Optimization Plan 3. Reducing Expenses Right-sizing workforce Reducing SG&A and other operating costs ● Strengthening relationships with our customers Further improving wholesale business 4. Unlocking Working Capital Improving inventory management . . Improving internalization % Rationalizing SKUS Optimizing pricing and purchasing Implementing supply chain efficiencies Right-sizing production in select markets Optimizing pricing and purchasing X CSE:AYR.A | OTC:AYRWF Grow Forward Plan strengthening our revenue-generating asset base by: Developing our customer algorithm and enhancing the retail experience to drive loyalty Investing in product quality Rationalizing our brand portfolio and building equity in CPG brands Aligning our team of 2,200 talented individuals with stated Company goals 12#13AYR Appendix Contact Information Robert Vanisko VP, Public Engagement [email protected] Jon Decourcey Director of Investor Relations [email protected] Sean Mansouri, CFA Elevate IR [email protected] jiffy lube Watertown, MA T 12 13#14capitalization AR share count (in millions, treasury method) Share Price as of 9/30/2023 (USD): Subordinate Voting Shares Multiple Voting Shares Exchangeable Shares Warrants (net shares) Shares for pending M&A Treasury Method Shares (pro forma)¹ $2.29 63.9 3.7 9.7 .1 76.7 net debt outstanding (USD millions) Senior Secured Debt (9/30/2023) Debts Payable non-current (9/30/2023) Debts Payable current (9/30/2023) Total pro forma Debt Cash on Balance Sheet (9/30/2023) Net Debt 1) Excludes AYR granted but unvested service-based LTIP shares totaling 5.0 million 2) Treasury method share count includes (675K) in treasury stock 3) Current debt does not reflect contingent deferrals pending the closing of senior note extension announced 11/1/2023 CSE:AYR.A | OTC:AYRWF $243.3 135.2 59.1 $437.6 72.8 $379.2 14#15post debt agreements, pro-forma capitalization AR pro forma share count (in millions, treasury method) Treasury Method Pro-Forma Shares (9/30/2023) Shares for unvested service based LTIP Treasury Method Shares Senior Noteholders New Shares Treasury Method Shares (pro forma) Anti-Dilutive Warrants Treasury Method Shares (pro forma for exercise of Anti-Dilutive Warrants) 76.7 5.0 81.7 35 116.7 23 139.8 pro forma net debt outstanding (USD millions) Senior Secured Debt (9/30/2023) Debts Payable non-current (9/30/2023) Debts Payable current (9/30/2023) Total pro forma Debt Cash on Balance Sheet (9/30/2023) Net Debt 1) Includes AYR granted but unvested performance based RSUS (PSUS) totaling 1,300 that do not meet the probability threshold 2) Includes cash proceeds from announced upsizing of Senior Secured debt, $40M proceeds 3) Excludes cash proceeds ($49M) from recently announced two-year Anti-Dilutive Warrants ($2.12 strike price) CSE:AYR.A | OTC:AYRWF $293.3 171.2 23.1 $487.6 112.8 $372.2 15#16debt maturity progression YTD AYR has made significant progress in resolving balance sheet and capital structure issues including Upon competition of the recently announced debt agreement, AYR will have paid-off or deferred ~$400M in debt that would have matured before the end of 2024. In connection with the announced debt agreement, AYR will use capital proceeds to retire additional debt and plans to have no debt amortization or maturities due before the end of 2026 PRE AMENDMENT-MATURITY PRO millions $17 2023 $380 $243 $28 $26 $83 2024 $11 2025 $2 $39 $33 2027+ 2026 SELLER NOTES MORTGAGES 1) Pro Forma Maturity Profile Does not Include recently announced Indenture Notes upsizing ($50M) which matures in 2026 PRO FORMA MATURITY PROFILE millions $4 2023 EARN-OUTS $24 2024 $26 2025 INDENTURE NOTES $330 $243 $22 $63 2026 $80 $33 $48 2027+ 16#17adj. ebitda reconciliation AR Loss from continuing operations (GAAP) Incremental costs to acquire cannabis inventory in business combination Interest (within COGS) Depreciation and amortization Acquisition and Transaction Costs Stock-based compensation, non-cash all amounts in USD, in thousands Start-up costs¹ (Gain) loss on sale of assets Other² three months ended September 30 2023 2022 (1,451) (19,462) 776 22,019 (1,182) 3,410 2,909 22 1,924 29,878 CSE:AYR.A | OTC:AYRWF 28,427 486 1,694 19,549 965 Adjusted EBITDA from continuing operations (non-GAAP) 1) Includes costs to prepare a location for its intended use, including facilities not yet operating at scale. Start-up costs are expensed as incurred and are not indicative of ongoing operations. 2) Other non-core costs including non-operating adjustments, severance costs and non-cash inventory write-downs 9,359 2,930 1,810 1,337 38,130 18,668 17#18adj. gross profit reconciliation AR Gross Profit (GAAP) all amounts in USD, in thousands cremental costs to acquire cannabis inventory in business combination Interest (within COGS) Depreciation and amortization (within COGS) Start-up costs (within COGS) Other (within COGS) Adjusted Gross Profit from continuing operations (non-GAAP) three months ended September 30 2023 2022 45,583 48,131 776 10,109 1,295 196 60,507 CSE:AYR.A | OTC:AYRWF 86 1,694 7,873 1,020 830 57,486 18#19NY wellness inc.