World News: 12:00 GMT Friday 12th July 2019. [Ayr Strategies Inc. via Globe Newswire via SPi World News]
TORONTO, July 12, 2019 (GLOBE NEWSWIRE) -- Ayr Strategies Inc. (“” or the “) announced today that it has amended the warrant agency agreement dated as of December 21, 2017, as amended (the “”), between Ayr and Odyssey Trust Company, as warrant agent (the “”), to, , provide holders (the “”) of warrants of Ayr (the “”) with an additional exercise right.
Prior to this amendment, which is reflected in a second supplement to the Warrant Agency Agreement (a copy of which has been filed under Ayr’s profile on ), the Warrants would only become exercisable commencing on July 29, 2019 (the first trading day following the date which is 65 days following the closing of Ayr’s recent qualifying transaction on May 24, 2019), at which time they will be exercisable on either a cash basis (pursuant to which each Warrant will entitle the holder on due exercise to acquire one (1) subordinate voting share of Ayr (each, a “”) in exchange for the exercise price of C$11.50) or a cashless basis, as provided in the Warrant Agency Agreement.
However, the amendment will now grant Warrantholders the additional right to exercise, for cash only, their Warrants at any time commencing on July 15, 2019 until 5:00 p.m. (Toronto time) on July 26, 2019 (the “”). For each Warrant duly exercised during the Early Exercise Period, Ayr will pay a commitment fee of C$0.50, which shall be set-off against the payment of the applicable exercise price, resulting in a net payment of C$11.00 required to exercise a Warrant during the Early Exercise Period. Cashless exercises are not included as part of this additional right. Warrantholders who duly exercise their Warrants through CDS Clearing and Depositary Services Inc. (“”) are expected to receive their corresponding Subordinate Voting Shares at the completion of the Early Exercise Period, and are therefore advised to withdraw their Warrants from CDS and exercise through the Warrant Agent should they wish to receive the Subordinate Voting Shares prior to the end of the Early Exercise Period.
“The cannabis market in which we operate today is very different than it was just one year ago,” said Jonathan Sandelman, CEO of Ayr. “Last year, there were record amounts of capital being raised by MSOs and an equally impressive amount of consolidation in the space. Today, due to this consolidation and a more challenging external environment for equity financing, now is the right time to add cash to our balance sheet to be in an even stronger position to execute Ayr’s disciplined acquisition strategy.
In a show of confidence, our company’s sponsor, Mercer Park, is participating by converting five percent of its warrants to provide additional funding. If all warrantholders participate, this would bring approximately C$150 million of cash onto our balance sheet.”
Mercer Park CB, L.P. (“”), Ayr’s sponsor, has indicated that it intends to exercise approximately 5% of its Warrants, or approximately 144,703 Warrants, during the Early Exercise Period, representing approximately 0.88% of the total issued and outstanding Warrants.
To exercise Warrants during the Early Exercise Period, Warrantholders should contact their brokers well in advance of such deadline, in order to allow for sufficient time to properly exercise the Warrants. Warrantholders that are U.S. persons would be subject to resale restrictions under applicable U.S. securities laws, and may be required to withdraw the Warrants from the Canadian Depository for Securities (CDS) and satisfy other procedures, including the provision of legal opinions, in order to exercise them. Registered Warrantholders who wish to exercise their Warrants during the Early Exercise Period should refer to the “Notice of Early Exercise of Warrants” that has been filed under Ayr’s profile on on the date hereof.
Ayr further announced that given that the market price of its Subordinate Voting Shares has met the condition set out in the Warrant Agency Agreement (which requires that the closing price equals or exceeds C$18.00 for any 20 trading days within a 30-trading day period), it intends to give notice of the early expiry of the Warrants. The Company intends to give notice on or about July 30, 2019 (the earliest possible date), and in accordance with the applicable provisions of the Warrant Agency Agreement, the expiry date of the Warrants would become August 29, 2019.
Ayr management will hold a conference call today at 8:30 a.m. Eastern time to provide a corporate update, followed by a question and answer period.
Conference Call Date: Friday, July 12, 2019Time: 8:30 a.m. Eastern timeToll-free dial-in number: (877) 282-0546International dial-in number: (270) 215-9898Conference ID: 7696377
Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Investor Relations at (949) 574-3860.
The conference call will be broadcast live and available for replay .
A telephonic replay of the conference call will also be available after 11:30 a.m. Eastern time on the same day through August 12, 2019.
Toll-free replay number: (855) 859-2056International replay number: (404) 537-3406Replay ID: 7696377
Ayr is a vertically-integrated multi-state operator in the U.S. cannabis sector, with an initial anchor portfolio in Massachusetts and Nevada. Through its five operating companies, Ayr is a leading cultivator, manufacturer and retailer of cannabis products and branded cannabis packaged goods. Ayr seeks to create regional clusters in core geographies for future expansion, while pursuing strong organic growth within its existing portfolio.
Mercer Park CB, L.P. is a limited partnership formed under the laws of Delaware that is indirectly controlled by Mercer Park, L.P., which is a privately-held family office based in New York, New York that is controlled by Jonathan Sandelman.
Mercer Park, L.P., a privately held family-office, is one of the leading investment firms focused on the cannabis sector with extensive experience in identifying and executing acquisitions in the space. Through its extensive relationships—both inside and outside the cannabis industry—Mercer Park, L.P. finds and partners with best-in-class operators to maximize value for its investors. To date Mercer Park, L.P., through its investment vehicles, has raised over $500 million of capital for investments in cultivation, manufacturing and production, as well as retail, and brands and IP.
Investor Contact:Cody Slach & Sean Mansouri, CFAGateway Investor RelationsT: (949) 574-3860Email:
Media Contact:Desiree RosaMULTIPLYE: P: 202.292.4566
Globe Newswire: 12:00 GMT Friday 12th July 2019
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