Mr. Jason Wild reports

TERRASCEND ENTERS OHIO WITH THE SIGNING OF DEFINITIVE AGREEMENT TO ACQUIRE A WELL SITUATED AND PROFITABLE DISPENSARY

Terrascend Corp. has a definitive agreement to acquire the assets of Ratio Cannabis LLC, a well-situated dispensary in Goshen township, Ohio. Upon closing, this acquisition will be Terrascend's initial entry into Ohio, the company's sixth state. Upon closing, total consideration to the sellers of $10.3-million will comprise $5-million in cash, $1.32-million in company common shares and a seller note for $3.98-million bearing 6-per-cent interest with a two-year maturity. The transaction is expected to be immediately accretive on an EBITDA (earnings before interest, taxes, depreciation and amortization) and cash flow basis and is subject to customary closing conditions, including regulatory approval from the Ohio Division of Cannabis Control.

"Entering Ohio and expansion in the Midwest has long been a priority for us. With the acquisition of this well-situated and profitable dispensary, we will enter our sixth U.S. state through an accretive transaction at an attractive price," stated Jason Wild, executive chairman of Terrascend. "This acquisition is a great first step to becoming a leader in this emerging adult-use market."

Ratio Cannabis is a high-performing dispensary in Ohio that is well situated in Goshen township with no competition within a 20-mile radius. Terrascend expects to achieve significant revenue growth at this location as the state expands its implementation of adult-use sales and as regulation for additional product categories are permitted. This acquisition will increase Terrascend's U.S. retail footprint to 38 dispensaries across six states. The company intends to become a market leader in Ohio through the acquisition of additional dispensaries in the future.

Under the terms of the agreement, Ohio Dispensing 1 LLC, a subsidiary of Terrascend USA, has the option to purchase, subject to certain conditions, the assets of Ratio Cannabis. The closing of the transaction is subject to standard closing conditions, including exercise of the option and regulatory approval from the division.

Strike Partners acted as the exclusive financial adviser to Ratio Cannabis in connection with 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 licenses 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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