Ayr Strategies Inc.

December 3, 2020

Applicable Legislative Provisions:

  • National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2, ss. 5.2, 5.4 and 6.1.
  • National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, ss. 4.1, 4.5 and 11.1.
  • National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1.
  • National Instrument 41-101 General Prospectus Requirements, s. 19.1.
  • Ontario Securities Commission Rule 56-501 Restricted Shares, s. 4.2.

Lexata summary:

  • The company has a multi-class share structure for its non-multiple voting shares. This structure helps the company qualify as a “foreign private issuer” under U.S. securities laws.
  • The classes of non-multiple voting shares have the same trading symbol and identical economic attributes. The classes also convert into each other automatically based on the shareholder’s jurisdiction.
  • The exemption order permits the classes to be treated as a single class for purposes of various calculations and thresholds under Canada’s takeover bid rules, early warning rules and related exemptions.