Mr. Keith Stauffer reports

TERRASCEND COMPLETES $140 MILLION DEBT FINANCING

Terrascend Corp., together with certain entities that are consolidated by the company, have closed on a senior secured term loan for gross proceeds of $140-million (U.S.) from funds managed by FocusGrowth Asset Management LP, a leading capital provider to the cannabis sector, along with other members of a loan syndicate. The loan includes an initial draw of $114-million (U.S.) in gross proceeds by certain of the company's consolidated entities in Pennsylvania, Maryland and California, with a second draw of $26-million (U.S.) in gross proceeds expected in September, 2024, by the company's consolidated entities in Michigan. The loan carries an interest rate of 12.75 per cent, matures in August, 2028, contains no prepayment penalties, and is guaranteed by the company and Terrascend USA Inc. No warrants were issued as part of the loan. The proceeds from the initial draw were used to retire the company's existing indebtedness in Pennsylvania with the remainder available for potential M&A (merger and acquisition) transactions focused on geographic expansion. The proceeds from the second draw will be used to retire the company's existing indebtedness in Michigan.

"Completing this non-dilutive financing strengthens our balance sheet and provides us the financial flexibility to continue to execute on our growth strategy. With this financing closed, we have no other material debt maturing until late 2027," said Jason Wild, executive chairman of Terrascend. "This transaction also reflects our lender's confidence in our vision and strategy. The FocusGrowth team has been a pleasure to work with and we look forward to a long and successful partnership together."

"We have closely watched Terrascend's progress and are excited to partner with them to support their continued growth," said Peter Bio, partner of FocusGrowth. "Terrascend has established itself as a market leader in multiple states with ample greenfield opportunities for growth in both new and existing markets. We have enjoyed working with the team on this transaction and are already working with management to evaluate additional opportunities."

The transaction constitutes a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) because Jason Wild, an insider of the company, directly or indirectly invested approximately $7.5-million (U.S.) of the loan as a member of the loan syndicate in connection with the transaction. The company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the insider participation as the fair market value (as determined in accordance with MI 61-101) of the insider participation in the transaction is below 25 per cent of the company's market capitalization (as determined in accordance with MI 61-101).

Ventum Capital Markets acted as the exclusive financial adviser to the company for the transaction.

About Terrascend Corp.

Terrascend is a leading TSX-listed cannabis company with interests across the North American cannabis sector, including vertically integrated operations in Pennsylvania, New Jersey, Maryland, Michigan and California, through Terrascend Growth Corp. and retail operations in Canada through Terrascend Canada Inc.

We seek Safe Harbor.