3Q 22 AYR Investor Deck_January.pdf

CSE:AYR.A | OTC:AYRWF
Investor Presentation January 2023

safe harbor
© 2022 AYR Wellness Inc. • CSE:AYR.A | OTC:AYRWF
Disclaimer
This document is for informational purposes only and should not be considered a recommendation to purchase, sell or hold a security. This document does not constitute an offering memorandum or an offer or solicitation in any
province or territory or other jurisdiction. An annual information form dated March 30, 2022 (the “AIF”), a management information circular dated May 26, 2022 (the “Circular”), an amended and restated short form base shelf
prospectus dated February 24, 2021 (the “Shelf Prospectus”) and subsequent financial and material change reports have been filed containing important information relating to Ayr Wellness Inc. (“Ayr” or the “Company”) with the
securities regulatory authorities in each of the provinces and territories of Canada and are available at www.sedar.com and on Ayr’s website at www.ayrwellness.com.
No securities regulatory authority has expressed an opinion about these securities and it is an offense to claim otherwise. This document does not provide full disclosure of all material facts relating to the securities described herein.
Investors should read the AIF, the Circular, the Base Shelf Prospectus and any amendments, and subsequent financial and material change reports, for disclosure of those facts, especially risk factors relating to the securities.
Forward-Looking Statements
Certain information contained in this document may be forward-looking statements within the meaning of applicable securities laws. Forward-looking statements are often, but not always, identified by the use of words such as
“target”, “expect”, “anticipate”, “believe”, “foresee”, “could”, “would”, “estimate”, “goal”, “outlook”, “intend”, “plan”, “seek”, “will”, “may”, “tracking”, “pacing” and “should” and similar expressions or words suggesting future outcomes. This
document includes forward-looking information and statements pertaining to, among other things, Ayr’s future growth plans. Numerous risks and uncertainties could cause the actual events and results to differ materially from the
estimates, beliefs and assumptions expressed or implied in the forward-looking statements, including, but not limited to: anticipated strategic, operational and competitive benefits may not be realized; events or series of events,
including in connection with COVID-19, may cause business interruptions; required regulatory approvals may not be obtained; and Ayr may not be able to raise additional debt or equity capital if required. Among other things, Ayr
has assumed that its businesses will operate as anticipated and that all required regulatory approvals will be obtained on satisfactory terms and within expected time frames. However, these assumptions may prove incorrect and
there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially
from those anticipated in such statements, and readers are cautioned not to place undue reliance on these statements.
Cautionary Note Regarding Securities Laws
This presentation does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities of Ayr, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such jurisdiction.
Definition & Reconciliation of Non-GAAP Measures
Ayr reports certain non-GAAP measures that are used to evaluate its performance and the performance of its business segments, as well as to manage its capital structure. As non-GAAP measures generally do not have a
standardized meaning, they may not be comparable to similar measures presented by other issuers. Securities regulators require such measures to be clearly defined and reconciled with their most directly comparable GAAP
measure.
Adjusted EBITDA
Adjusted EBITDA represents (loss) income from operations, as reported under GAAP, before interest and tax, adjusted to exclude other adjustments associated with non-core costs, other non-cash items, including depreciation and
amortization, and further adjusted to remove non-cash stock-based compensation, the accounting for the incremental costs to acquire cannabis inventory in a business combination, acquisition related costs, start-up costs and
the gain (loss) on the sale of assets.
Please see the Appendix for an illustration of Ayr’s calculation of Adjusted EBITDA and a reconciliation to GAAP figures.
Adjusted Gross Profit
Adjusted Gross Profit represents gross profit, as reported, adjusted to exclude other adjustments associated with non-core costs, the accounting for the incremental costs to acquire cannabis inventory in a business combination,
interest, depreciation and amortization and start-up costs.
Please see the Appendix for an illustration of Ayr’s calculation of Adjusted Gross Profit and a reconciliation to GAAP figures.
Assumptions & Risks
Forward-looking information in this presentation is subject to the assumptions and risks as described in our MD&A for the three and nine months ended September 30, 2022, and our news release dated November 10, 2022.
3

Ayr Wellness at a Glance
Current Footprint
Quarterly Highlights
Product Portfolio
Force for Good
Expansions & Upgrades
Key Takeaways
Appendix
– Financials
– Brand Portfolio
9
6
8
11
12
13
14
16
table of contents
4

Formed in 2019 under these principles, Ayr Wellness has since expanded from 2 to 8 states, completed
numerous facility projects and upgrades, and welcomed more than 2,000 talented individuals to our family.
We have immense sympathy for those whose lives have been irreparably changed by destructive policies
surrounding this plant. As an industry leader, we leverage our platform to enact lasting positive change.
Together, we can create an environment in which we all can flourish.
Together, we create wonder.
our is to be the most trusted cultivator of high-quality cannabis at scale.
mission
our is to be a force for good in
vision our communities, our industry and our world.
5

operating in
8 states
79 retail
locations
11 brands
in national CPG portfolio
~2,800
employees
18 cultivation & production sites
1.3M sq. ft. operational
+20 retail
stores YoY
third quarter and recent highlights
$119M
Q3 revenue
+24%
YoY topline growth
53%
Q3 adj. gross margin2
18%
Q3 adj. EBITDA margin2
$101M
Q3 cash balance
OPERATIONAL HIGHLIGHTS
FINANCIAL HIGHLIGHTS
1) All numbers as of 11/10/2022 unless otherwise noted
2) Please see Appendix for calculation of Adjusted Gross Profit & EBITDA and reconciliations to GAAP figures
6

Medical Market
Adult-Use Market
efficiency in a highly fragmented environment
Cannabis is unlike any
other industry.
Each state is a closed
ecosystem of regulation
and market dynamics.
Our goal is an optimized
footprint that promotes
consistency and quality of
products, brands, and
customer experiences.
8-state footprint | ~40% market capture1 | $28B industry in 2022 → $45B by 20262
1) Based on 2022 estimated total U.S. sales of $28B
2) Source: BDSA | 2022 estimated population & sales data
2022E Sales: $1B
21+ Population: 2.4M
NV
2022E Sales: $2B
21+ Population: 9.4M IL
2022E Sales: $1.5B
AZ
2022E Sales: $2.3B
21+ Population: 17M FL
2022E Sales: $500M
OH
2022E Sales: $1.8B
MA
2022E Sales: $790M
NJ
2022E Sales: $1.6B
21+ Population: 9.7M PA
7

footprint summary (pro-forma)1
`
MA NJ PA OH FL AZ NV IL Total
State 21+ Population2 5.3M 6.7M 9.7M 8.8M 17M 5.5M 2.4M 9.4M 64.8M
Dispensaries:
Current → YE 2022
2 AU, 2 MED
→
3 AU, 1 MED3
3 AU4 9 MED - 52 → 55 MED 3 AU 6 AU 2 → 4 AU1 79 → 84+
Key Retail Markets Greater Boston Central NJ
Pittsburgh
Philadelphia
State College
-
Orlando
South Florida
Tampa
Phoenix
Las Vegas
Reno
Chicago
Quincy
-
Cultivation & Production
Facilities sq. ft.
148K 110K 83K 69K 745K 90K 110K - 1.3M+
Biomass Production Capacity
Q3 → YE 2022 lbs/yr5,8
22K → 43K 23K → 47K 20K 0 → 10K6 80K → 100K 30K 21K - 195K → 270K+
Employees7 370 310 385 30 820 265 545 45 ~2,800
Planned CapEx
Remainder 2022
~$3M ~$2M - <$1M ~$5M - - - ~$10M
National Brands in Market 10 7 3 3 9 9 8 -
1) As of 11/10/2022; pending closing of IL acquisition; 2) Source: BDSA | 2022 estimated population data; 3) Somerville open medical and approved Q3 to expand co-located, pending municipal approval; Watertown open co-located; Boston Back Bay open adult-use;
Needham open medical; 4) Expanded medical to co-located Q2 2022; 5) Capacity defined as quarterly production annualized; 6) First harvest Q1 2023; 7) Includes corporate; 8) Please refer to the “Forward-Looking Statements” and “Assumptions and Risks” detailed
in the Company’s press release dated November 10, 2022. The Company’s expectations for future results are based on the assumptions and risks detailed in the MD&A for the period ending September 30, 2022, as filed on SEDAR.
8

Cultivating the highest-quality cannabis at scale is our foundation for vertically integrated success
it all starts with the plant
Pursuing unparalleled quality and scale through strategic
investments in facilities & cultivation technology
Attracting & developing expert talent, craftsmanship &
knowledge across the organization
Deploying genetic offerings built around unique terpene
profiles & customer favorites
grown in Gainesville, FL
grown in Ocean County, NJ
18 cultivation & production facilities online
Q3 & Recent Highlights1
YoY +71% same facility yield improvement ~3,000 SKUs #1 NV flower brand2
launched live resin products in FL & NV
570+ active wholesale partner accounts
1.3M+ facility sq. ft. operational
Q3 48K lbs biomass harvested
proprietary national library of 160+ active strains
grown in Milford, MA
9
2) Source: BDSA – Kynd flower, 13 consecutive months

creating remarkable experiences
Expert staff, modern stores & seamless shopping designed for the future of cannabis
Offering highly-curated menu selections to encourage discovery while
consistently stocking market favorites
Providing a low-friction e-commerce platform which increases volume,
strengthens engagement & drives repeat purchases
Utilizing data-driven insights & detailed customer feedback to enhance
the retail experience
Q3 & Recent Highlights1
Q3 avg ~15,100 daily transactions
79 retail locations
sales from national branded products +42.5% QoQ
#1 NV retail market share2
6 of 7 retail markets grew share sequentially2
avg 2.0 visits/month per customer
Watertown, MA
CSE:AYR.A | OTC:AYRWF Dania Beach, FL
Wicked Edibles
QoQ +42.0% FL dispensed flower volumes3
+11% retail sales growth QoQ
10
+4.5% same stores sales growth YoY4
2) Source: BDSA
3) Source: FL OMMU
4) Stores online at least one year with no change in medical/adult-use status in that period
~3,000 SKUs

crafted and curated for every cannabis journey
Flower Beverage Concentrate Vape Edible
Representing the leading
market categories and
exhibiting our finest
cultivation, production &
innovation capabilities
Premium
11

Changing Legacies
Expungement events & restorative
initiatives targeting the War on Drugs
Seeds to Success
Education, professional development
& acceleration opportunities for
cannabis entrepreneurs
National Spotlight Campaigns
Multi-state, large-scale initiatives &
needs-based programming
Dedication to Our Communities
Hyperlocal partnerships centered
around community service
a force for good in the communities we serve
Connecting deeply with our communities across the country
12

investments in technology & operational efficiencies
Continuously improving yield and quality through incremental high-impact projects
13
Market Entry Initial Footprint Completed Expansions & Growth Drivers1 Q3 ‘22 Footprint Future Product & Process Upgrades
MA
Q2 2019
24K sq. ft.
Cultivation (C)
Production (P)
• 2nd (C) facility, +25K sq. ft. Q1 ’20
• Acquired Levia beverage production Q1 ’21
• 3rd (C+P) facility, +93K sq. ft. triple-stacked Q3 ’22

143K sq. ft.
4 facilities
• Expanded extraction lab capabilities
• Expanded genetic offerings
NV
Q2 2019
73K sq. ft.
Cultivation (C)
Production (P)
• 2nd (C+P) facility phase II Q3 ‘19
• Acquired (C+P) Tahoe-Hydro Q1 ’22

111K sq. ft.
4 facilities
• Lighting upgrade
OH
Q4 2020
9K sq. ft.
Production (P) • 1st (C) facility, +58K sq. ft. Q4 ’22 
69K sq. ft.
2 facilities
• Option for triple-stack (C) facility expansion2
PA
Q4 2020
- • 1st (C+P) facility, +45K sq. ft. Q1 ‘21
• 2nd (C+P) facility, +38K sq. ft. Q1 ’21

83K sq. ft.
2 facilities
• HVAC upgrade
AZ
Q1 2021
10K sq. ft.
Cultivation (C)
Production (P)
• 2nd (C+P) facility, +80K sq. ft. Q4 ’21 
90K sq. ft.
2 facilities
• HVAC and (P) upgrade
FL
Q1 2021
300K sq. ft.
Cultivation (C)
Production (P)
• (C) Hoop house, +345K sq. ft. Q3 ’21
• Greenhouse hybridization Q3 ’21

745K sq. ft.
1 facility
• Greenhouse irrigation upgrade
NJ
Q3 2021
24K sq. ft.
Cultivation (C)
• 1st (P) facility, 10K sq. ft. Q2 ‘22
• 2nd (C) facility, +76K sq. ft. Q2 ’22

110K sq. ft.
3 facilities
• Expanded genetic offerings
1) Cultivation completion defined as first planting of Phase I or full facility, as applicable; 2) Pending regulatory approval
+830K
facility sq. ft. YoY
+61%
g/sq. ft. yield YoY
+71%
biomass output YoY
as of Q3 2022

key takeaways
Material Transformation From 2020  2022
Cultivating Craft Genetics at Scale
Incredible People, Working Together
Continued Growth from Expansion on the East Coast
Thoughtfully Designed Brand Portfolio for Every Consumer
14
made in Gainesville, FL

contact information
Rob Vanisko
VP Corporate Communications
robert.vanisko@ayrwellness.com
Sean Mansouri, CFA
Elevate IR
IR@ayrwellness.com
grown in Gainesville, FL 15

appendix
Watertown, Massachusetts 16

capitalization
pro-forma share count (in millions, treasury method) pro-forma net debt outstanding
Share Price as of 9/30/2022 (USD): $2.37
Subordinate Voting Shares 59.0
Multiple Voting Shares 3.7
Exchangeable Shares 7.1
Warrants (net shares) -
Current Ayr Treasury Method Shares (excl. unvested LTIP)1 69.1
Exchangeable Shares for pending M&A3 2.2
Treasury Method Shares (pro-forma)4 71.3
(USD Millions)
Senior Secured Debt (9/30/2022) $245.0
Seller Notes and other (9/30/2022)2 208.6
Seller Notes (pending M&A)2 3.0
Total pro-forma Debt $456.6
Cash on Balance Sheet (9/30/2022) $100.7
Cash to be paid for pending M&A3 $12.0
Net Debt $367.9
1) Excludes impact of contingent consideration; 9/30/2022 fair value of contingent consideration – $121M; 15% payable in cash c.Q2 2023, 55% payable in stock struck March-September 2023; remainder payable in debt 2023
2) 50% of Seller Notes payable pre Q4 2024
3) Pro-forma for pending M&A transactions as of 9/30/2022 (D33)
4) Excludes Ayr granted but unvested service-based LTIP shares totaling 6.0 million
17

all amounts in USD, in thousands
three months ended September 30 nine months ended September 30
2022 2021 2022 2021
Loss from operations (GAAP) (20,685) (8,900) (66,609) (42,150)
Incremental costs to acquire cannabis inventory in a business combination 486 9,022 6,216 41,411
Interest (within COGS) 1,723 464 2,975 921
Depreciation and amortization 23,743 15,761 67,554 37,825
Acquisition costs 965 743 5,139 5,164
Stock-based compensation, non-cash 9,359 5,013 29,448 20,388
Start-up costs1 2,930 3,464 9,442 6,437
Other2 1,337 433 6,835 1,841
Loss (gain) on sale of assets 1,810 - (190) -
42,353 34,900 127,419 113,987
Adjusted EBITDA (non-GAAP) 21,668 26,000 60,810 71,837
adj. ebitda reconciliation
18
1) Costs to prepare a location for its intended use, including facilities not yet operating at scale. Start-up costs are expensed as incurred and are not indicative of ongoing operations
2) Other non-core costs including non-operating adjustments and non-cash inventory write-downs

all amounts in USD, in thousands
three months ended September 30 nine months ended September 30
2022 2021 2022 2021
Gross Profit (GAAP) 49,511 40,083 135,325 86,861
Incremental costs to acquire cannabis inventory in a business combination 486 9,022 6,216 41,411
Interest (within COGS) 1,723 464 2,975 921
Depreciation and amortization (within COGS) 9,303 4,818 25,475 10,900
Start-up costs (within COGS) 1,020 2,250 3,153 3,834
Other (within COGS) 830 - 4,883 -
Adjusted Gross Profit (non-GAAP) 62,873 56,637 178,027 143,927
adj. gross profit reconciliation
19

Our Brand Promise
For All Humankynd
Our Brand POV
Kynd exists to cultivate the finest flower — and the finest culture. We
believe in perpetual progress, unwavering passion, and
unparalleled perfection.
We believe in premium genetics for all. That the power of our
conviction thrives in every plant, product, and Kynd person.
We value inclusivity. We celebrate our diverse and expert
community. We raise standards in the industry by cultivating both
superior strains and an inspirational culture.
We are committed to minimizing our ecological footprint while
maximizing our positive impact. Together, we will create a better
world for all humankynd.
Power Brand: Whole Flower
entry expert value premium
22

Our Brand Promise
Let’s Get Lost Together
Our Brand POV
We are a family of medical cannabis pioneers with a deep-rooted
belief that from humble beginnings come great things. With an
innate passion for the beauty and essence of medical marijuana
artistry, we set out to preserve our craft and safeguard its roots
from getting Lost In Translation.
LOST seeds and flower carry the legacy of the many California
growers and breeders that came before, and it’s this commitment
to heritage that ensures our time-honored secrets live on.
It’s through this philosophy that we can fulfill our purpose, to deliver
unique terpene-rich flavors that will illuminate your mind, body and
soul.
While tradition and integrity guide us, imagination and flair drive us.
Every day we’re finding new ways to create and innovate with
colorful varietals for you and your palate to experience.
Power Brand: Whole Flower
23

Our Brand Promise
Better From The Beginning
Our Brand POV
At Origyn, we meticulously blend innovative genetic techniques with
our deep-rooted reverence to harness—and heighten—each strain’s
unique and superior characteristics.
We use our unparalleled proprietary method to extract the purest,
most potent traits while eliminating any unwanted additives.
Because it’s only when superior plants, superior talents, and superior
techniques come together, that 'purefection' can truly happen.
Power Brand: Concentrates & Vapes
24

Our Brand Promise
Elevated Experiences
Our Brand POV
Rooted in simple, delicious, all-natural ingredients, LEVIA cannabis-
infused seltzers and tinctures are the new way to rise when you
imbibe.
Our proprietary process delivers crisp and refreshing cannabis-
infused drinks with zero calories and sugar. So you can enjoy a
better tasting, better-for-you, buzz.
Enliven your day, chill your nights and raise your spirits. — one soul-
lifting sip at a time.
Power Brand: Infused THC Beverages & Tinctures
25

Our Brand Promise
Spark Adventure
Our Brand POV
Stix Preroll Co. believes that carrying fewer things leads to fuller
escapes. So we created compact and convenient pre-rolls to fire up
on the spot without a second thought.
Our premium cannabis is expertly rolled by one of only four industry-
leading machines in the world to ensure a super smooth delivery
that burns perfectly.
No messes. No stresses. No potency guesses. Pick up some Stix and
blaze your own trail.
Power Brand: Pre-rolls & Infused Pre-rolls
26

Our Brand Promise
Wander Freely
Our Brand POV
At Road Tripper, we believe that the journey is the destination and
good times are just around the corner.
In a frenetic world that too often exceeds the speed limit, Road
Tripper offers the perfect off-ramp: high-quality, feel-good flower for
those that want to put life in park and just chill.
So, grab your buds and find your highway. Look to the horizon—and
wander freely.
National Core Brand: Flower
27

Our Brand Promise
The Clear Choice
Our Brand POV
Welcome to potent formulations, faster onset, and stronger effects.
Created exclusively for the passionate consumers who find their
happiness in the Haze.
Whether you crave live resin or gorgeously golden shatter, HAZE is
the ultimate heavy hitter for the hard-core concentrate consumer.
Serving up full-throttle, full-spectrum potency in various modalities.
Embrace your inner Haze Head and ask for us by flame: the clear
choice for those who relish life in the Haze.
National Core Brand: Concentrates
28

Our Brand Promise
In Full Effect
Our Brand POV
We believe that next-level moments don’t just happen—they’re
crafted. And that blending the best traits of the plant together
makes for a more harmonious experience and a better cartridge.
Expert extractionists use a proprietary method to pick and choose
rich terpenes with distinct characteristics. Like the members of your
crew, each terpene brings its own unique personality to the mix to
create an ensemble of extraordinary that just hits different.
So whether you’re at the club or on the couch, Entourage keeps the
good times in your back pocket.
National Core Brand: Vapes
29

Our Brand Promise
Enter At Your Own Bliss
Our Brand POV
After years of growing, harvesting, and extracting in secrecy, you
now hold the key to fruit-forward cannabis of the highest quality.
In the Secret Orchard, the sun shines brighter, the air feels fresher,
and the bounty bursts with mouthwatering flavor.
This is where expert cultivators of the finest confectionaries create
cannabis magic: tantalizing and tasty delights that combine the raw
power of cannabis with a delicious fruit twist.
The secret is out.
National Core Brand: Fruit-forward Edibles & Vapes
30

Our Brand Promise
Edibles With Attitude
Our Brand POV
Being good all the time can be boring. So we created high-quality
confections for fun-loving folks hungry for a wicked good time.
Hard candies or gummies? We got you.
Our candy makers dish up a wide variety of flavors and terpenes
bursting with full-spectrum cannabis oil and decadent ingredients.
Each bite-sized dose expertly formulated to bring more fun to your
day—and more flavor to your world.
It’s good to be wicked.
National Core Brand: Edible
31

Our Brand Promise
A Party In Every Pour
Our Brand POV
Party on your own terms with premium THC and fruity flavors that
pack a real punch.
Easy “dose” it or go all out! There’s a party in every pour to suit your
taste. Infused using NXT technology, Cannapunch tantalizes your
taste buds and jumpstarts the good times.
So, whether you’re chasing a mellow buzz or ready to tear it up — sip
it, or slam it — and find your fun faster.
National Core Brand: Infused THC Beverage
32

3Q 22 AYR Investor Deck_January.pdf

3Q 22 AYR Investor Deck_January.pdf

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