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Investor Presentation

safe 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
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