EX-FILING FEES
Calculation of Filing Fee Tables
FORM F-10
(Form Type)
AYR
WELLNESS Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
| Security Type | Security
Class Title(1) | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount
of Registration Fee | |||||||||||||||||||
| Newly Registered Securities | ||||||||||||||||||||||||||
| Fees to be Paid | Unallocated (Universal) Shelf | Subordinate Voting Shares Restricting Voting Shares Limited Voting Shares Warrants Subscription Receipts Debt Securities Convertible Securities Units | Rule 457(o) | $ | 250,000,000 | (1) | (1) | $ | 250,000,000 | (1)(2) | $ | 0.00014760 | $ | 36,900 | (1)(2) | |||||||||||
| Fees Previously Paid | - | - | - | - | - | - | - | - | ||||||||||||||||||
| Total Offering Amounts | $ | 250,000,000 | $ | 36,900 | ||||||||||||||||||||||
| Total Fees Previously Paid | $ | 0 | ||||||||||||||||||||||||
| Total Fee Offsets | $ | 36,900 | ||||||||||||||||||||||||
| Net Fee Due | $ | 0 | ||||||||||||||||||||||||
| (1) | There are being registered under this Registration Statement such indeterminate number of subordinate voting shares, restricting voting shares, limited voting shares, warrants, subscription receipts, debt securities, convertible securities, units of the Registrant, and a combination of such securities, as may be sold by the registrant from time to time, which collectively shall have an aggregate initial offering price not to exceed USD$250,000,000. The securities registered hereunder also include such indeterminate number of each class of identified securities as may be issued upon conversion, exercise or exchange of any other securities that provide for such conversion into, exercise for or exchange into such securities. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In addition, pursuant to Rule 416 under the Securities Act of 1933 (the “Securities Act”), as amended, the common shares being registered hereunder include such indeterminate number of subordinate voting shares, restricting voting shares, limited voting shares as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends, or similar transactions. The proposed maximum initial offering price per security will be determined, from time to time, by the registrant in connection with the sale of the securities under this Registration Statement. |
| (2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) of the Securities Act. |
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Table 2: Fee Offset Claims and Sources
| Registrant
or Filer Name | Form or
Filing Type | File Number | Initial
Filing Date | Filing Date | Fee
Offset Claimed | Security
Type Associated with Fee Offset Claimed | Security
Title Associated with Fee Offset Claimed | Unsold
Securities Associated with Fee Offset Claimed | Unsold
Aggregate Offering Amount Associated with Fee Offset Claimed | Fee
Paid with Fee Offset Source(3) | ||||||||||||||||||
| Rule 457(p) | ||||||||||||||||||||||||||||
| Fees Offset Claims | Ayr Wellness Inc. | F-10 | 333-253466 | 02/24/2021 | $ | 43,285.42 | Unallocated (Universal) Shelf | Unallocated (Universal) Shelf | Unallocated (Universal) Shelf | $ | 396,750,000 | |||||||||||||||||
| Fees Offset Sources | Ayr Wellness Inc. | F-10 | 333-253466 | 02/24/2021 | $ | 43,285.42 | ||||||||||||||||||||||
| (3) | The Registrant previously paid US$43,285.42 in registration fees with respect to the Registration Statement on Form F-10 (File No. 333-253466) filed with the United States Securities and Exchange Commission (the “SEC”) on February 24, 2021 (the “2021 Registration Statement”). As of November 30, 2022, all US$43,285.42 of such registration fee in connection with the registration of US$396,750,000 of unsold securities under the 2021 Registration Statement remained unutilized and therefore, was available for future registration fees pursuant to Rule 457(p) under the Securities Act. On July 7, 2023, the Registrant filed a Registration Statement on Form F-10 (File No. 333-273157) with the SEC (the “2023 Registration Statement”) using US$10,391.86 of the US$43,285.42 fee offset source carried forward from the 2021 Registration Statement. The 2023 Registration Statement was not declared effective by the SEC and was withdrawn by the Registrant on March 21, 2024. Therefore, a total of US$43,285.42 of previously paid fees in connection with the 2021 Registration Statement may be applied to the filing fees payable to this Registration Statement pursuant to Rule 457(p). |
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