Mr. Jason Wild reports

TERRASCEND COMPLETES $79 MILLION NON-DILUTIVE DEBT FINANCING

Terrascend Corp., together with certain entities that are consolidated by the company, has closed on an upsize to its senior secured syndicated term loan of $79-million, $68-million of which were used to retire existing indebtedness across other lenders, with the remainder designated for future growth initiatives. As part of the transaction, an additional uncommitted term loan facility in an aggregate principal amount of up to $35-million will be available for future mergers and acquisitions (M&As).

The loan, led by FocusGrowth Asset Management LP, a leading capital provider to the cannabis sector, carries an interest rate of 12.75 per cent and matures in August, 2028. It contains no prepayment penalties and is guaranteed by the company. No warrants were issued as part of the loan.

"This loan extends the vast majority of our debt until late 2028 and provides additional capital to execute on our growth initiatives, including M&A," said Jason Wild, executive chairman of Terrascend. "This transaction reflects FocusGrowth's confidence in the company's vision and strategy. Their team has been a pleasure to work with, and we look forward to a long and successful partnership together."

"Our team is excited to further our partnership with the Terrascend team to support their 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 Mr. Wild, an insider of the company, directly or indirectly invested approximately $1.6-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).

About Terrascend Corp.

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