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TORONTO – Ayr Tactics Inc. (NEO:AYR.A, OTCQX:AYRSF) (“Ayr” or the Organization), a vertically-integrated cannabis multi-state operator (MSO) with a portfolio of firms in the western and eastern U.S., has filed its Business enterprise Acquisition Report on SEDAR (www.sedar.com) associated to the May perhaps 24, 2019 acquisition of the companies of Washoe Wellness, LLC (“Washoe”), The Canopy NV, LLC (“Canopy”), Sira Naturals, Inc. (“Sira”), LivFree Wellness, LLC (“LivFree”) and CannaPunch of Nevada LLC (“CannaPunch” and with each other with Washoe, Canopy, Sira and LivFree, the “Acquired Businesses”).

The Business enterprise Acquisition Report includes:
Audited annual economic statements for the Acquired Firms, for the years ended December 31, 2018 and 2017
Unaudited interim economic statements of the Acquired Firms for the 3-month periods ended March 31, 2019 and 2018
Pro forma economic statements of the combined companies for the year ended December 31, 2018 and the 3 months ended March 31, 2019, presented as if the companies had been combined with Ayr as of January 1, 2018 and
A reconciliation of pro forma Adjusted EBITDA for the twelve months ended December 31, 2018 and the 3 months ended March 31, 2019.

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Highlights of the Business enterprise Acquisition Report incorporate Pro Forma Consolidated Revenue1, Pro Forma Total Anchor Portfolio Adjusted EBITDA, and Pro Forma Total Anchor Portfolio Net Earnings from Operations of US$70.9 million (C$91.9 million)two, US$23.five million (C$30.five million)two, and US$five.six million (C$7.three million)two for the year ended December 31, 2018, respectively, and Pro Forma Consolidated Revenue1, Pro Forma Total Anchor Portfolio Adjusted EBITDA, and Pro Forma Total Anchor Portfolio Net Earnings from Operations of US$23.7 million (C$31.five million)two, US$9.1 million (C$12.1 million)two and US$7.9 million (C$10.five million)two for the 3 months ended March 31, 2019, respectively.

“We are pleased to present our investors with the elevated transparency incorporated in today’s Business enterprise Acquisition Report. The strong Income and Adjusted EBITDA generated by our company, as nicely as the powerful sequential development more than 2018 and into 2019, demonstrate the higher-high-quality nature of our operations and the possible for development going forward,” mentioned Jonathan Sandelman, CEO of Ayr. “We are excited to raise the pace of this development by means of the remainder of 2019 and into 2020 by means of higher return-on-investment expansion projects and by means of vertical integration.”

1 Excludes intercompany sales inside the anchor portfolio that are eliminated on consolidation.
two Assumes typical CAD/USD exchange price of .7718 for the year ended December 31, 2018 and typical CAD/USD exchange price of .7522 for the 3 months ended March 31, 2019, respectively.


About Ayr Tactics Inc.
Ayr is a vertically integrated multi-state operator in the U.S. cannabis sector, with an initial anchor portfolio in Massachusetts and Nevada. By way of its 5 operating firms, Ayr is a major cultivator, manufacturer and retailer of cannabis solutions and branded cannabis packaged goods. Ayr seeks to build regional clusters in core geographies for future expansion, whilst pursuing powerful organic development inside its current portfolio. For additional information and facts, please take a look at ir.ayr.inc.

Definition and Reconciliation of Non-IFRS Measures
The Organization reports specific non-IFRS measures that are utilised to evaluate the efficiency of such companies and the efficiency of their respective segments, as nicely as to handle their capital structure. As non-IFRS measures typically do not have a standardized which means, they may well not be comparable to comparable measures presented by other issuers. Securities regulations demand such measures to be clearly defined and reconciled with their most straight comparable IFRS measure.

The Organization references non-IFRS measures and cannabis market metrics in this document and elsewhere. These measures are not recognized measures beneath IFRS and do not have a standardized which means prescribed by IFRS and are consequently unlikely to be comparable to comparable measures presented by other firms. Rather, these are supplied as further information and facts to complement these IFRS measures by delivering additional understanding of the benefits of the operations of the Organization from management’s viewpoint. Accordingly, these measures need to not be deemed in isolation, nor as a substitute for evaluation of the Company’s economic information and facts reported beneath IFRS. Non-IFRS measures utilised to analyze the efficiency of the Target Firms incorporate “Adjusted EBITDA”.

The Organization believes that these non-IFRS economic measures present meaningful supplemental information and facts concerning the Company’s performances and may well be helpful to investors for the reason that they let for higher transparency with respect to essential metrics utilised by management in its economic and operational selection-creating. These economic measures are intended to present investors with supplemental measures of the Company’s operating performances and as a result highlight trends in the Company’s core companies that may well not otherwise be apparent when solely relying on the IFRS measures.

Adjusted EBITDA
“Adjusted EBITDA” represents earnings (loss) from operations, as reported, ahead of interest, tax, and adjusted to exclude extraordinary products, non-recurring products, other non-money products, such as stock primarily based compensation expense, depreciation, and the non-money effects of accounting for biological assets and inventories, and additional adjusted to take away acquisition associated charges.

As noted above, a reconciliation of how Ayr calculates Adjusted EBITDA and reconciles it to IFRS figures, primarily based on figures derived from the economic statements of Ayr and the respective Target Firms, is supplied in the Business enterprise Acquisition Report.



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