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

    

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

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.