v3.22.1
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS (Tables)
12 Months Ended
Dec. 31, 2021
DocHouse Asset Acquisition  
Disclosure of detailed information about business combination [line items]  
Schedule of details of the purchase price consideration, and fair value of the identifiable assets acquired and liabilities assumed

​

​

​

​

​

​

​

​

​

    

    

    

Shares

    

Fair Value

Cash

 

i

 

  

​

$

17,477,788

Debt Payable

 

ii

 

  

​

 

1,934,964

Shares Issued

 

iii

 

128,265

​

 

2,083,450

​

​

​

​

​

​

​

​

Total

 

  

 

128,265

​

$

21,496,202

​

​

4. BUSINESS COMBINATION AND ASSET ACQUISITIONS (Continued)

DocHouse Asset Acquisition (continued)

Pursuant to the terms of the Definitive Agreement (“DocHouse Agreement”), Ayr satisfied the purchase price of $21.5 million for DocHouse through the following:

​

i. $17.5 million of the DocHouse purchase price in the form of cash consideration, of which $12.4 million was paid on closing, $3.0 million was paid within three months, and $2.1 million was paid within six months of closing;
ii. $1.9 million of the DocHouse purchase price in the form of promissory notes payables; and
iii. $2.1 million of the DocHouse purchase price in the form of 128,265 Subordinate Shares of the Company. These shares have restrictions on their ability to be sold for six to twelve months (the “DocHouse Lock-Up Provision”). The fair value of the shares was determined by the share price at the date of acquisition and a 12.5% discount rate attributed to the contractual restrictions.
PA Natural Acquisition  
Disclosure of detailed information about business combination [line items]  
Schedule of details of the purchase price consideration, and fair value of the identifiable assets acquired and liabilities assumed

​

​

​

​

​

​

​

​

​

    

  

    

Shares

    

Fair Value

Cash

 

i

 

  

​

$

36,497,692

Debt Payable

 

ii

 

  

​

​

25,000,000

Shares Issued

 

iii

 

814,329

​

​

19,216,937

Contingent Consideration

 

iv

 

  

​

​

39,041,245

​

​

​

​

​

​

​

​

Total

 

  

 

814,329

​

$

119,755,874

​

Pursuant to the terms of the Definitive Agreement (“PA Natural Agreement”), Ayr satisfied the purchase price of $119.8 million for PA Natural through the following:

i.

$36.5 million of the PA Natural purchase price in the form of cash consideration and settlement of the final working capital which is deemed immaterial;

ii.

$25.0 million of the PA Natural purchase price in the form of a promissory note payable;

​

4. BUSINESS COMBINATIONS AND ASSET ACQUISITIONS (Continued)

PA Natural Business Combination (continued)

iii.

$19.2 million of the PA Natural purchase price in the form of 814,329 Exchangeable Shares, these shares have contractual restrictions on their ability to be sold for four to twelve months (the “PA Natural Lock-Up Provision”). The fair value of the shares was determined by the share price at the date of acquisition and an 11% discount rate attributed to the contractual restrictions; and

iv.

A portion of the PA Natural purchase price is derived from an earn-out provision through December 31, 2021 based on adjusted earnings before interest tax depreciation and amortization (“EBITDA”), a non-GAAP measure, consisting of cash, a promissory note, and Exchangeable Shares, valued through a Monte-Carlo simulation, that may entitle the sellers to earn additional consideration if certain milestones are achieved, see Note 13 for more information.

Schedule of details of the asset acquisition

​

​

​

​

​

    

PA Natural

​

​

$

ASSETS ACQUIRED

​

​

Cash

​

2,223,523

Inventory, net

​

2,669,998

Prepaid expenses and other assets

​

77,351

Intangible assets-licenses/permits

​

101,000,000

Property, plant, and equipment

​

847,747

Right-of-use assets - operating

​

785,780

Deposits

​

5,600

Total assets acquired at fair value

​

107,609,999

​

​

​

LIABILITIES ASSUMED

​

​

Trade payables

​

1,991,425

Accrued liabilities

​

317,868

Lease liabilities - operating

​

703,495

Total liabilities assumed at fair value

​

3,012,788

​

​

​

Goodwill

​

15,158,663

​

​

​

Consideration transferred

​

119,755,874

Q3 2021  
Disclosure of detailed information about business combination [line items]  
Schedule of details of the asset acquisition

​

​

​

​

​

​

​

​

​

    

GSD

    

Eskar

    

Total

​

​

$

​

$

​

$

ASSETS ACQUIRED

​

​

​

​

​

​

Cash

​

579,560

 

–

 

579,560

Inventory, net

​

3,237,125

 

–

 

3,237,125

Prepaid expenses and other assets

​

67,449

 

–

 

67,449

Intangible assets - licenses/permits

​

172,000,000

 

–

 

172,000,000

Intangible assets - host community agreements

​

–

 

1,000,000

 

1,000,000

Property, plant, and equipment

​

30,699,183

 

–

 

30,699,183

Right-of-use assets - operating

​

13,234,034

 

–

 

13,234,034

Deposits

​

193,610

 

–

 

193,610

Total assets acquired at fair value

​

220,010,961

 

1,000,000

 

221,010,961

​

​

​

​

​

​

​

LIABILITIES ASSUMED

​

​

​

​

​

​

Trade payables

​

1,658,180

 

–

 

1,658,180

Accrued liabilities

​

444,784

 

–

 

444,784

Advance from related parties

​

22,750,176

 

–

 

22,750,176

Lease liabilities - operating

​

13,025,508

 

–

 

13,025,508

Debts payable

​

3,000,000

 

–

 

3,000,000

Total liabilities assumed at fair value

​

40,878,648

 

–

 

40,878,648

​

​

​

​

​

​

​

Goodwill

​

11,523,843

 

–

 

11,523,843

​

​

​

​

​

​

​

Consideration transferred

​

190,656,156

 

1,000,000

 

191,656,156

GSD Business Combination  
Disclosure of detailed information about business combination [line items]  
Schedule of details of the purchase price consideration, and fair value of the identifiable assets acquired and liabilities assumed

​

​

​

​

​

​

​

​

​

​

    

​

    

Shares

    

Fair Value

Cash

​

i

 

  

​

$

41,860,310

Debt Payable

​

ii

 

  

​

 

29,490,630

Shares Issued

 

iii

 

1,511,334

​

 

29,744,216

Contingent Consideration

​

iv

​

​

​

​

89,561,000

​

​

​

​

​

​

​

​

Total

 

  

 

1,511,334

​

$

190,656,156

​

Pursuant to the terms of the Definitive Agreement (“GSD Agreement”), Ayr satisfied the purchase price of $190.7 million for GSD through the following:

i. $41.9 million of the GSD purchase price in the form of cash consideration and settlement of the final working capital, which is deemed immaterial;

4. BUSINESS COMBINATIONS AND ASSET ACQUISITIONS (Continued)

GSD Business Combination (continued)

ii. $29.5 million of the GSD purchase price in the form of a promissory note payable;
iii. $29.7 million of the GSD purchase price in the form of 1,511,334 Exchangeable Shares, these shares have contractual restrictions on their ability to be sold for four to twelve months (the “GSD Lock-Up Provision”). The fair value of the shares was determined by the share price at the date of acquisition and a 9.2% discount rate attributed to the contractual restrictions; and
iv. A portion of the GSD purchase price is derived from an earn-out provision through December 31, 2022, subject to extension, based on exceeding revenue target thresholds, consisting of cash, a promissory note, and Exchangeable Shares, valued through a Monte-Carlo simulation, that may entitle the sellers to earn additional consideration if certain milestones are achieved, see Note 13 for more information.
Q1 2021  
Disclosure of detailed information about business combination [line items]  
Schedule of details of the asset acquisition

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​

​

​

​

​

​

​

​

​

​

​

​

    

Liberty

    

Oasis

    

Parma

    

Ohio Medical

    

Total

​

 

$

 

$

 

$

 

$

 

$

ASSETS ACQUIRED

​

​

​

​

​

​

​

​

​

​

Cash

​

6,650,137

​

8,237,240

​

–

​

–

​

14,887,377

Accounts receivable

​

–

​

26,125

​

–

​

6,362

​

32,487

Inventory, net

​

46,842,186

​

10,288,630

​

–

​

313,076

​

57,443,892

Prepaid expenses and other assets

​

817,824

​

463,825

​

–

​

96,974

​

1,378,623

Intangible assets - licenses/permits

​

270,000,000

​

220,000,000

​

–

​

11,739

​

490,011,739

Intangible assets - right-to-use licenses

​

–

​

–

​

13,255,000

​

–

​

13,255,000

Property, plant, and equipment

​

56,745,883

​

10,898,530

​

3,910,000

​

493,239

​

72,047,652

Right-of-use assets - operating

​

11,750,150

​

15,824,407

​

–

​

3,488,670

​

31,063,227

Right-of-use assets - finance, net

​

378,992

​

13,095

​

–

​

–

​

392,087

Deposits

​

619,377

​

166,200

​

–

​

252,000

​

1,037,577

Total assets acquired at fair value

​

393,804,549

​

265,918,052

​

17,165,000

​

4,662,060

​

681,549,661

​

​

​

​

​

​

​

​

​

​

​

LIABILITIES ASSUMED

​

​

​

​

​

​

​

​

​

​

Trade payables

​

3,274,256

​

2,901,326

​

–

​

–

​

6,175,582

Accrued liabilities

​

5,383,075

​

2,720,381

​

–

​

15,000

​

8,118,456

Income tax payable

​

1,818,520

​

–

​

–

​

–

​

1,818,520

Deferred tax liabilities

​

71,962,667

​

–

​

–

​

–

​

71,962,667

Lease liabilities - operating

​

11,693,248

​

15,824,408

​

–

​

3,497,060

​

31,014,716

Lease liabilities - finance

​

378,992

​

13,095

​

–

​

–

​

392,087

Debts payable

​

7,479,389

​

–

​

–

​

–

​

7,479,389

Accrued interest

​

153,057

​

–

​

–

​

–

​

153,057

Total liabilities assumed at fair value

​

102,143,204

​

21,459,210

​

–

​

3,512,060

​

127,114,474

​

​

​

​

​

​

​

​

​

​

​

Goodwill

​

114,682,655

​

30,581,041

​

–

​

–

​

145,263,696

​

​

​

​

​

​

​

​

​

​

​

Consideration transferred

​

406,344,000

​

275,039,883

​

17,165,000

​

1,150,000

​

699,698,883

Liberty Health Sciences  
Disclosure of detailed information about business combination [line items]  
Schedule of details of the purchase price consideration, and fair value of the identifiable assets acquired and liabilities assumed

​

​

​

​

​

​

​

​

​

​

    

    

    

Shares

    

Fair Value

Share Capital

 

i

 

12,670,958

​

$

399,499,188

Purchase Consideration Payable

 

ii

 

75,864

​

​

2,391,895

Replacement Options Issued

 

iii

 

248,412

​

​

4,452,917

​

​

​

​

​

​

​

​

Total

 

  

 

12,995,234

​

$

406,344,000

​

Pursuant to the terms of the Definitive Agreement (“Liberty Agreement”), Ayr satisfied the purchase price of $406.3 million for Liberty through the following:

i. $399.5 million of the Liberty purchase price in the form of 12,670,958 Subordinate Shares of the Company in a stock-for-stock combination. Liberty shareholders received 0.03683 Ayr shares for each Liberty share held;
ii. $2.4 million of the Liberty purchase price in the form of 75,864 Subordinate Shares were issued to dissenting Liberty shareholders who subsequently withdrew their dissent notices. On April 1, 2021, the dissenting Liberty shareholders received 0.03683 Ayr Subordinate Shares for each share held and the Company recognized a gain from fair value adjustment of $102,351, see Note 13; and
iii. $4.5 million of the Liberty purchase price in the form of 248,412 replacement options issued that were fully vested.
Oasis  
Disclosure of detailed information about business combination [line items]  
Schedule of details of the purchase price consideration, and fair value of the identifiable assets acquired and liabilities assumed

​

​

​

​

​

​

​

​

​

​

    

    

    

Shares

    

Fair Value

Cash

 

i

 

  

​

$

9,732,751

Debt Payable

 

ii

 

  

​

 

22,504,885

Shares Issued

 

iii

 

4,570,434

​

 

125,187,247

Contingent Consideration

 

iv

 

  

​

 

117,615,000

​

​

​

​

​

​

​

​

Total

 

  

 

4,570,434

​

$

275,039,883

​

​

4. BUSINESS COMBINATIONS AND ASSET ACQUISITIONS (Continued)

Oasis Business Combination (continued)

Pursuant to the terms of the Definitive Agreement (“Oasis Agreement”), Ayr satisfied the purchase price of $275.0 million for Oasis through the following:

i. $9.7 million of the Oasis purchase price in the form of cash consideration;
ii. $22.5 million of the Oasis purchase price in the form of promissory notes payable. The notes are subjected to adjustment based on a final working capital adjustment;
iii. $125.2 million of the Oasis purchase price in the form of 4,570,434 Exchangeable Shares, that are exchangeable on a one-for-one basis into an equal number of Subordinate Shares of the Company. Two million of the Exchangeable Shares are held in escrow and may be payable upon the achievement of established cultivation targets at the facility under development. These shares have restrictions on their ability to be sold for six to eighteen months (the “Oasis Lock-Up Provision”). The fair value of the shares was determined by the share price at the date of acquisition and a 15% discount rate attributed to the contractual restrictions; and
iv. A portion of the Oasis purchase price is derived from an earn-out provision through December 31, 2022 based on adjusted EBITDA, a non-GAAP measure, consisting of cash and Exchangeable Shares, valued through a Monte-Carlo simulation, that may entitle the sellers to earn additional consideration if certain milestones are achieved, see Note 13 for more information.
Q4 2020 Acquisitions  
Disclosure of detailed information about business combination [line items]  
Schedule of details of the asset acquisition

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​

​

​

​

​

​

​

​

​

DocHouse

​

CannTech PA

​

Total

​

    

$

    

$

    

$

ASSETS ACQUIRED

​

​

​

​

​

​

Cash

​

–

 

2,383,373

 

2,383,373

Inventory, net

​

–

 

254,342

 

254,342

Prepaid expenses, deposits, and other current assets

​

–

 

525,989

 

525,989

Intangible assets - licenses/permits

​

13,072,485

 

62,099,558

 

75,172,043

Property, plant, and equipment

​

11,063,908

 

10,596,301

 

21,660,209

Right-of-use assets - operating

​

–

 

11,131,990

 

11,131,990

Deposits and other assets

​

–

 

204,132

 

204,132

Total assets acquired at fair value

​

24,136,393

 

87,195,685

 

111,332,078

​

​

​

​

​

​

​

LIABILITIES ASSUMED

​

​

​

​

​

​

Trade payables

​

290,512

 

715,912

 

1,006,424

Accrued liabilities

​

46,330

 

262,130

 

308,460

Advance from related parties

​

2,303,349

 

5,737,455

 

8,040,804

Lease liabilities - operating

​

–

 

11,170,076

 

11,170,076

Debts payable

​

–

 

8,271,432

 

8,271,432

Total liabilities assumed at fair value

​

2,640,191

 

26,157,005

 

28,797,196

​

​

​

​

​

​

​

Goodwill

​

–

 

3,015,000

 

3,015,000

​

​

​

​

​

​

​

Consideration transferred

​

21,496,202

 

64,053,680

 

85,549,882

CannTech PA Business Combination  
Disclosure of detailed information about business combination [line items]  
Schedule of details of the purchase price consideration, and fair value of the identifiable assets acquired and liabilities assumed

​

​

​

​

​

​

​

​

​

    

​

    

Shares

    

Fair Value

Cash

​

i

   

  

​

$

25,160,864

Debt Payable

 

ii

 

  

 

​

13,917,181

Shares Issued

 

iii

 

1,310,041

 

​

24,975,635

​

​

​

​

​

​

​

​

Total

 

  

 

1,310,041

​

$

64,053,680

​

Pursuant to the terms of the Definitive Agreement (“CannTech PA Agreement”), Ayr satisfied the purchase price of $64.1 million for CannTech PA through the following:

i. $25.2 million of the CannTech PA purchase price in the form of cash consideration and settlement of the final working capital, which is deemed immaterial;
ii. $15.2 million of the CannTech PA purchase price in the form of promissory notes payable. The fair value of the notes on the acquisition date was $13.9 million; and
iii. $25.0 million of the CannTech PA purchase price in the form of 1,310,041 Exchangeable Shares that are exchangeable on a one-for-one basis into an equal number of Subordinate Shares of the Company. These shares have restrictions on their ability to be sold for four to twelve months (the “CannTech PA Lock-Up Provision”). The fair value of the shares was determined by the share price at the date of acquisition and a 12% discount rate attributed to the contractual restrictions.