AYR Wellness Announces Result of Article 9 Public Auction, Initiation of Sale of Core Assets to its Senior Lenders

Executive Summary

• AYR Wellness’s senior noteholders won the public foreclosure auction, securing a credit bid to acquire the core operating assets and equity interests of specified subsidiaries in seven states via a newly formed acquisition vehicle (“NewCo”).
• The company will shortly sign a Master Purchase Agreement (MPA) to begin regulatory approvals for transferring the assets to NewCo and will commence CCAA proceedings in British Columbia to wind‑down the existing corporate parent.
• Interim CEO Scott Davido highlighted that this milestone removes a major obstacle in AYR’s restructuring, allowing continued operation of core assets while pursuing strategic growth.

Key Details

• Auction Outcome: Credit bid by senior noteholders deemed successful; auction held 10 Nov 2025 via Zoom.
• Assets Acquired: Collateral assets and equity interests of subsidiaries operating in Florida, New Jersey, Nevada, Ohio, Massachusetts, Pennsylvania, and Virginia – representing AYR’s core cannabis operations.
• Acquisition Vehicle: Newly formed “NewCo” will hold the acquired assets pending regulatory transfer.
• Next Steps – Agreements: Company expects to sign a Master Purchase Agreement (MPA) in the coming days to initiate required state‑level licensing and other regulatory approvals for asset transfer.
• Restructuring Proceedings: AYR will commence proceedings under the Companies’ Creditors Arrangement Act (CCAA) in British Columbia to facilitate court‑supervised winding‑down of the existing corporate parent entity.
• Operational Continuity: AYR will continue operating the core assets in the ordinary course subject to MPA terms while seeking approvals and winding down non‑core assets.
• Leadership Quote: “The completion of the public auction and winning bid by AYR’s Senior Noteholders successfully brings AYR over one of the largest remaining milestones in our restructuring process.” – Scott Davido, interim CEO.

Notable Quotes

“With clarity on who will be the go‑forward owners of AYR’s core Assets, the Company will continue operating the core Assets in the ordinary course … and continuing the process of winding down the existing AYR corporate parent entity and non‑core assets.” – Scott Davido, interim CEO.