Mercer Park CB, L.P. Files Early Warning Report

MIAMI, Fla., May 24, 2024 /CNW/ - Mercer Park CB, L.P. has filed an early warning report related to its ownership interests and those of Jonathan Sandelman, the Executive Chair of AYR Wellness Inc. (CSE: AYR.A) (OTCQX: AYRWF) ("AYR" or the "Company"), a leading vertically integrated U.S. multi-state cannabis operator.

This press release relates to the following securities of the Company: (i) multiple voting shares (the "Multiple Voting Shares"); (ii) subordinate, restricted and limited voting shares (the "Equity Shares"); (iii) Equity Share purchase warrants, which are each exercisable for one Equity Share at a price of US$2.12 until February 7, 2026 (the "Anti-Dilutive Warrants"); (iv) Equity Share purchase warrants, which are each exercisable for one Equity Share at a price of US$9.07 until May 24, 2024 (the "Original Warrants"); (v) Restricted stock units (the "RSUs"); (vi) Restricted exchangeable shares, which are each exchangeable for one Equity Share (the "Restricted Exchangeable Shares").

The head office address of the Company is: 2601 South Bayshore Drive, Suite 900 Miami, Florida 33133.

Mercer Park CB, L.P. (the "Sponsor", and together with Jonathan Sandelman and Mercer Park CB GP, LLC, the general partner of the Sponsor, the "Filer"), whose address is 2601 South Bayshore Drive, Suite 900 Miami, Florida 33133, announced its beneficial ownership of the Company following the Conversion (as defined below). The Filer was granted 3,677,626 Multiple Voting Shares on May 24, 2019. Pursuant to the amended and restated articles of the Company, the 3,677,626 Multiple Voting Shares were automatically converted into Equity Shares on a one-for-one basis effective as of May 24, 2024, being the date that was 60 months from the date of first issuance of a Multiple Voting Share (the "Conversion").

The Equity Shares acquired by the Filer upon the Conversion represent beneficial ownership and control over an aggregate of 3,677,626 Equity Shares, representing approximately 3.62% of the issued and outstanding Equity Shares as of May 23, 2024.

The Filer holds its Equity Shares for investment purposes. The Filer may acquire further securities of the Company or dispose of its holdings of securities of the Company, both as investment conditions warrant.

Before the Conversion, the Filer had beneficial ownership and control over: (i) 3,677,626 Multiple Voting Shares, representing 99.49% of the issued and outstanding Multiple Voting Shares as of May 23, 2024 (prior to the Conversion); (ii) 2,149,632 Equity Shares, representing 2.11% of the issued and outstanding Equity Shares as of May 23, 2024 (prior to the Conversion); (iii) 2,874,058 Original Warrants, representing 100% of the issued and outstanding Original Warrants as of May 23, 2024; (iv) 1,747,417 Anti-Dilutive Warrants, representing 7.59% of the issued and outstanding Anti-Dilutive Warrants as of May 23, 2024; and (v) RSUs which are convertible into 1,141,390 Equity Shares, 250,000 of which are conditional RSUs that are currently out of the money (collectively, the "Conditional RSUs"), representing 1.12% of the issued and outstanding Equity Shares as of May 23, 2024 (prior to the Conversion).

After the Conversion, the Filer has beneficial ownership and control over: (i) 5,827,258 Equity Shares as of May 23, 2024, representing 5.53% of the issued and outstanding Equity Shares as of May 23, 2024 (after the Conversion); (ii) 1,747,417 Anti-Dilutive Warrants, representing 7.59% of the issued and outstanding Anti-Dilutive Warrants as of May 23, 2024; and (iii) RSUs which are convertible into 1,141,390 Equity Shares, 250,000 of which are Conditional RSUs, representing 1.08% of the issued and outstanding Equity Shares as of May 23, 2024 (after the Conversion).

The full amount of the Original Warrants expired on May 24, 2024, pursuant to the terms and conditions of the warrant agency agreement dated December 21, 2017 between the Company and Odyssey Trust Company, as warrant agent, as amended.

Assuming the exercise or conversion by the Filer of all RSUs and Anti-Dilutive Warrants held by the Filer, which total 2,888,807, and without assuming the exercise of any rights held by any persons other than the Filer to acquire Equity Shares, then, based on the 105,334,236 Equity Shares that are issued and outstanding after the Conversion (which would be 108,223,043 if all of such rights were all exercised or converted), the Filer would hold approximately 8.05% of the Equity Shares as of May 23, 2024.

About AYR Wellness Inc.

AYR is a vertically integrated, U.S. multi-state cannabis business. The Company operates simultaneously as a retailer with 90+ licensed dispensaries and a house of cannabis CPG brands.

AYR is committed to delivering high-quality cannabis products to its patients and customers while acting as a Force for Good for its team members and the communities that the Company serves. For more information, please visit www.ayrwellness.com.

SOURCE Mercer Park CB, L.P.

Company/Media Contact: Company Contact: Robert Vanisko, VP, Public Engagement, T: [phone], Email: [email protected]; Company Contact: Jon DeCourcey, Head of Investor Relations, T: [phone], Email: [email protected]; Investor Relations Contact: Sean Mansouri, CFA, Elevate IR, T: [phone], Email: [email protected]