BUSINESS COMBINATIONS AND ASSET ACQUISITIONS

Schedule of details of the purchase price consideration, and fair value of the identifiable assets acquired and liabilities assumed


(In thousands)		Shares	Fair Value
Cash	i		$	3,002
Debt Payable	ii			14,220
Shares Issued	iii	353		1,870

Total		353	$	19,092

Pursuant to the terms of the Definitive Agreement (“Herbal Remedies Agreement”), Ayr satisfied the purchase price of $19,092 for Herbal Remedies through the following:

i.

$3,002 of the Herbal Remedies purchase price in the form of cash consideration and settlement of the final working capital which is deemed immaterial;

ii.

$14,220 of the Herbal Remedies purchase price in the form of a promissory note payable; and

iii.

$1,870 of the Herbal Remedies purchase price in the form of 353 Exchangeable Shares, these shares have contractual restrictions on their ability to be sold for six to twelve months (the “Herbal Remedies Lock-Up Provision”). The fair value of the shares was determined by the share price on the CSE at the date of acquisition and a 16.55% discount rate attributed to the contractual restrictions.

BUSINESS COMBINATIONS AND ASSET ACQUISITIONS

Schedule of details of the purchase price consideration, and fair value of the identifiable assets acquired and liabilities assumed


		Shares	Fair Value
Cash	i		$	11,027
Shares Issued	ii	329		4,482
Contingent Consideration	iii			6,112

Total		329	$	21,621

Pursuant to the terms of the Definitive Agreement (“Cultivauna Agreement”), Ayr satisfied the purchase price of $21,621 for Cultivauna through the following:

i.

$11,027 of the Cultivauna purchase price in the form of cash consideration and settlement of the final working capital which is deemed immaterial;

ii.

$4,482 of the Cultivauna purchase price in the form of 329 Exchangeable Shares, these shares have contractual restrictions on their ability to be sold for six to twelve months (the “Cultivauna Lock-Up Provision”). The fair value of the shares was determined by the share price on the CSE at the date of acquisition and a 14.85% discount rate attributed to the contractual restrictions; and

iii.

A portion of the Cultivauna purchase price is derived from an earn-out provision through December 31, 2023, based on annualized net revenues generated during the measurement period, consisting of 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.

BUSINESS COMBINATIONS AND ASSET ACQUISITIONS

Schedule of details of the purchase price consideration, and fair value of the identifiable assets acquired and liabilities assumed


		Shares		Fair Value
Cash	i			$	36,498
Debt Payable	ii				25,000
Shares Issued	iii		814		19,217
Contingent Consideration	iv				39,041

Total			814	$	119,756

Pursuant to the terms of the Definitive Agreement (“PA Natural Agreement”), Ayr satisfied the purchase price of $119,756 for PA Natural through the following:

i.

$36,498 of the PA Natural purchase price in the form of cash consideration and settlement of the final working capital which is deemed immaterial;

ii.

$25,000 of the PA Natural purchase price in the form of a promissory note payable;

iii.

$19,217 of the PA Natural purchase price in the form of 814 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 on the CSE 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.

BUSINESS COMBINATIONS AND ASSET ACQUISITIONS

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
Debt Payable	ii				29,491
Shares Issued	iii		1,511		29,744
Contingent Consideration	iv				89,561

Total			1,511	$	190,656

Pursuant to the terms of the Definitive Agreement (“GSD Agreement”), Ayr satisfied the purchase price of $190,656 for GSD through the following:

i.

$41,860 of the GSD purchase price in the form of cash consideration and settlement of the final working capital, which is deemed immaterial;

ii.

$29,491of the GSD purchase price in the form of a promissory note payable;

iii.

$29,744 of the GSD purchase price in the form of 1,511 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 on the CSE 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.

BUSINESS COMBINATIONS AND ASSET ACQUISITIONS

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		12,671	$	399,499
Purchase Consideration Payable	ii		76		2,392
Replacement Options Issued	iii		248		4,453

Total			12,995	$	406,344

Pursuant to the terms of the Definitive Agreement (“Liberty Agreement”), Ayr satisfied the purchase price of $406,344 for Liberty through the following:

i.

$399,499 of the Liberty purchase price in the form of 12,671 Subordinate Shares of the Company in a stock-for-stock combination. Liberty shareholders received 0.03683 Ayr shares for each Liberty share held;

ii.

$2,392 of the Liberty purchase price in the form of 76 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.See Note 13 for more information; and

iii.

$4,453 of the Liberty purchase price in the form of 248 replacement options issued that were fully vested.

BUSINESS COMBINATIONS AND ASSET ACQUISITIONS