Leading Independent Proxy Advisory Firm ISS Recommends Liberty Health Science Shareholders Vote “FOR” Proposed Acquisition by Ayr

Liberty Health Sciences Inc. (CSE: LHS) (OTCQX: LHSIF) www.libertyhealthsciences.com (“Liberty” or the “Company”), a provider of high-quality cannabis, today announced that leading independent proxy advisory firm, Institutional Shareholder Services (“ISS”), recommends that Liberty shareholders vote “FOR” the shareholder proposal relating to Ayr Strategies Inc.’s (CSE:AYR.A, OTCQX: AYRWF) (“Ayr”) proposed acquisition of Liberty Health Sciences.

In its February 9, 2021 report, ISS stated: Vote “FOR” this proposal based on a review of the terms of the transaction, in particular, the significant premium, the favorable market reaction, and the reasonable strategic rationale.

“We are pleased that ISS shares our belief that the transaction we have proposed is good for Liberty shareholders and supports the Liberty Board’s recommendation to vote “FOR” the proposed acquisition by Ayr,” said George Gremse, Interim Chief Executive Officer and Director of Liberty. “Together, Ayr and Liberty will be a competitive force in Florida.”

On December 22, 2020, Ayr announced the proposed acquisition of Liberty in a stock-for-stock combination. Liberty shareholders will receive 0.03683 Ayr shares for each Liberty share held, equating to 94% premium on the day of the announcement. Since then, the value of the transaction has increased by an additional 62% to C$1.71 per share based on the closing price of Ayr’s shares on February 10, 2021.

The Liberty acquisition is subject to customary closing conditions, regulatory approvals, including HSR review, Liberty shareholder approval and court approval of the Plan of Arrangement. A Shareholder meeting and vote is scheduled for February 23, 2021. The Management Information Circular, including Proxy and voting instructions, have been sent to Liberty shareholders and can be found on SEDAR. Shareholders holding approximately 29% of Liberty’s common shares have agreed to support and vote in favor of the proposed transaction.

Shareholders are encouraged to vote their form of proxy or voting instruction form “FOR” the Plan of Arrangement with Ayr Strategies. In order to ensure that votes are counted at the Special Meeting of Securityholders, proxy or voting instructions need to be received prior to the deadline of 10:00 a.m. EST on February 19, 2021.

Please call Carson Proxy with any questions or need for assistance voting at: 800-530-5189 (toll-free) in North America, or 416-751-2066 (collect) outside North America, or by email at: info@carsonproxy.com.

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