Mr. Keith Stauffer reports

TERRASCEND CLOSES ON REMAINING US$26 MILLION DRAW OF US$140 MILLION DEBT FINANCING

Certain entities consolidated by Terrascend Corp. (the consolidated entities) in Michigan have completed the second draw of $26-million (U.S.) in gross proceeds of the company's senior secured term loan for total 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, which was previously announced on Aug. 2, 2024 (the transaction). The proceeds from the second draw were used to pay down the company's higher interest Michigan debt. The loan included an initial draw of $114-million (U.S.) in gross proceeds, which was completed in August, 2024, bringing the total gross proceeds under the transaction to $140-million (U.S.).

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 loan is secured by the consolidated entities in Pennsylvania, California and Michigan, as well as certain entities in Maryland.

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

About Terrascend Corp.

Terrascend is a leading Toronto Stock Exchange-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. Terrascend operates The Apothecarium, Gage and other dispensary retail locations, as well as scaled cultivation, processing and manufacturing facilities in its core markets. Terrascend's cultivation and manufacturing practices yield consistent, high-quality cannabis, providing industry-leading product selection to both the medical and legal adult-use markets. The company owns or licences several synergistic businesses and brands including Gage Cannabis, The Apothecarium, Cookies, Lemonnade, Ilera Healthcare, Kind Tree, Legend, State Flower, Wana and Valhalla Confections.

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