TerrAscend : July 2023 Investor Presentation

INVESTOR

PRESENTATION

July 2023

terrascend.com

(TSX: TSND | OTCQX: TRSSF)

(TSX: TSND | OTCQX: TRSSF)

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Disclaimer

Investors and prospective investors should rely only on the information contained in the disclosure filings (the "Filings") of TerrAscend Corp. (the "Company" or "TerrAscend"). This presentation is qualified in its entirety by reference to, and must be read in conjunction with, the information contained in Filings. An investor or prospective investor is not entitled to rely on parts of the information contained in this presentation to the exclusion of others, and no person is authorized to provide different or additional information for or on behalf of the Company.

An investment in the securities discussed in this presentation is speculative and subject to a number of risks that should be considered by an investor or prospective investor. Investors and prospective investors should carefully consider the risks described in the Filings. This presentation does not constitute an offering of securities and the information contained herein is subject to the information contained in the Filings. Unless otherwise specified, all monetary amounts in this presentation are in Canadian dollars.

Forward-Looking Information

This presentation contains forward-looking information or statements within the meaning of applicable securities laws. Forward-looking information may relate to the Company's future outlook and anticipated events, plans or results, and may include information regarding the Company's objectives, goals, strategies, future revenue or performance and capital expenditures, and other information that is not historical information. Particularly, information regarding the Company's expectations of performance, achievements, prospects or opportunities, or the markets in which the Company operates, is forward-looking information. Forward-looking information can often be identified by the use of terminology such as "believe," "anticipate," "plan," "expect," "pending," "in process," "intend," "estimate," "project," "may," "will," "should," "would," "could," "can," the negatives thereof, variations thereon and similar expressions. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Forward-looking information contained in this presentation is based on the Company's opinions, estimates and assumptions in light of management's experience and perception of historical trends, current conditions and expected future developments, as well as other factors that management currently believes are appropriate and reasonable in the circumstances. Actual results and developments may differ materially from those contemplated by these statements.

The forward-looking information contained in this presentation represents the Company's expectations as of the date of this presentation or the date indicated, regardless of the time of delivery of the presentation. All of the forward-looking information contained in this presentation is expressly qualified by the foregoing cautionary statements. Potential investors should consult their own professional advisors to ascertain and assess the income tax, legal, risk factors and other aspects of their potential investment in the Company. Risk factors that could cause actual results to differ materially from forward-looking information in this presentation include: the Company's exposure to legal and regulatory risk; the effect of the legalization of adult-use cannabis in jurisdictions where the Company operates on the medical cannabis industry is unknown and may significantly and negatively affect the Company's medical cannabis business; that the medical benefits, viability, safety, efficacy, dosing and social acceptance of cannabis are not as currently expected; that adverse changes or developments affecting the Company's main or planned facilities may have an adverse effect on the Company; that the medical cannabis industry and market may not continue to exist or develop as anticipated or the Company may not be able to succeed in this market; risks related to market competition; risks related to the proposed adult-use and medical cannabis industries and markets including the Company's ability to enter into or compete in such markets; that the Company has a limited operating history and a history of net losses and that it may not achieve or maintain profitability in the future; risks related to the Company's current or proposed international operations; risks related to future third party strategic alliances or the expansion of currently existing relationships with third parties; that the Company may not be able to successfully identify and execute future acquisitions or dispositions or successfully manage the impacts of such transactions on its operations; risks inherent to the operation of an agricultural business; that the Company may be unable to attract, develop and retain key personnel; risks resulting from significant interruptions to the Company's access to certain key inputs such as raw materials, electricity, water and other utilities; that the Company may be unable to transport its cannabis products to patients in a safe and efficient manner; risks related to recalls of the Company's cannabis products or product liability or regulatory claims or actions involving the Company's cannabis products; risks related to the Company's reliance on pharmaceutical distributors, suppliers and skilled labor; that the Company, or the cannabis industry more generally, may receive unfavourable publicity or become subject to negative consumer or investor perception; that certain events or developments in the cannabis industry more generally may impact the Company's reputation or its relationships with customers or suppliers; risks related to insurance; that the Company may become subject to liability arising from fraudulent or illegal activity by its employees, contractors, consultants and others; that the Company may experience breaches of security at its facilities or losses as a result of the theft of its products; risks related to the Company's information technology systems; that the Company may be unable to sustain its revenue growth and development; that the Company may be unable to expand its operations quickly enough to meet demand or

manage its operations beyond their current scale; that the Company may be unable to secure adequate or reliable sources of necessary funding; risk related to the available funds of the Company and the use of such funds; risks related to, or associated with, the Company's exposure to reporting requirements; risks related to conflicts of interest; risks related to the reliance on the expertise and judgment of senior management of the Company, and ability to retain such senior management; risks related to the management of growth; risk of litigation; risks related to energy costs; risks related to fluctuations in foreign currency exchange rates; risks related to the Company's potential exposure to greater-than-anticipated tax liabilities; risks related to the protection and enforcement of the

Company's intellectual property rights, or the intellectual property that it licenses from others; that the Company may become subject to allegations that it or its licensors are in violation of the intellectual property rights of third parties; that the Company may not realize the full benefit of the clinical trials or studies that it participates in; that the Company may not realize the full benefit of its licenses if the licensed material has less market appeal than expected and the licenses may not be profitable; and any other risks that may be included in the Filings.

Although management has attempted to identify important risk factors that could cause actual results to differ materially from those contained in the forward-looking information in this presentation, there may be other risk factors not presently known to the Company or that the Company presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information in this presentation. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers and viewers should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this presentation represents the Company's expectations as of the date of this presentation or the date indicated, regardless of the time of delivery of the presentation. The Company disclaims any intention, obligation or undertaking to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

All of the forward-looking information contained in this presentation is expressly qualified by the foregoing cautionary statements. Investors and potential investors should consult their own professional advisors to ascertain and assess the income tax, legal, risk factors and other aspects of their investment or potential investment in the Company and should carefully consider the risks described in the Filings.

Non-GAAP Measures, Reconciliation and Discussion

Certain financial measures in this presentation are non-GAAP measures, including, Adjusted Gross Profit and Adjusted EBITDA. These terms are not defined by GAAP and, therefore, may not be comparable to similar measures provided by other companies. These metrics have no direct comparable GAAP financial measure. Such information is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. For more information, please see "Non-GAAP Financial Measures" in the Company's Interim MD&A available on www.sedar.com.

Adjusted Gross Profit and the associated margin are non-GAAP measures which management uses to evaluate the performance of the Company's business as it reflects its ongoing profitability. The Company believes that certain investors and analysts use this measure to evaluate a company's ability to service debt and to meet other payment obligations or as a common measurement to value companies in certain industries. The Company measures Adjusted Gross Profit as Gross Profit / (loss) less the cost of a one-time inventory impairments. The associated margin is Adjusted Gross Profit as a percentage of Net Sales.

Adjusted EBITDA and the associated margin are non-GAAP measures which management uses to evaluate the performance of the Company's business as it reflects its ongoing profitability. The Company believes that certain investors and analysts use this measure to evaluate a company's ability to service debt and to meet other payment obligations or as a common measurement to value companies in certain industries. The Company measures Adjusted EBITDA as EBITDA less unrealized gain on changes in fair value of biological assets and other income plus fair value changes in biological assets included in inventory sold, impairments, restructuring costs, purchase accounting adjustments, transaction costs, share based compensation, revaluation of warrants and derivatives liabilities, unrealized loss on investments or foreign exchange, settlement costs related to contractual disputes, and other one-timenon-recurring items. The associated margin is Adjusted EBITDA as a percentage of Net Sales.

Third Party Information

The information contained in this presentation, including information provided by third parties, has not been independently verified and no representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness,accuracy, completeness, correctness or timeliness of the information or opinions expressed herein.

(TSX: TSND | OTCQX: TRSSF)

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Company

Overview

(TSX: TSND | OTCQX: TRSSF)

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Company Journey

		CA		Dec. 2020:		March	Aug- Oct	Jan- May	July
					2022	2022		2023		2023
				Closed $140M
					Completed Pinnacle	Closed acquisition of	Commences trading on
				of debt financing
					Acquisition for 5		AMMD dispensary	TSX on July 4th
				Jan. 2021:		Acquisition of	dispensaries in MI		in MD		MD begins adult-use
		Acquired
			Raised $175M in non-	Gage Cannabis
			Introduced Gage and	Completed Sale of	sales on July 1, 2023
Initial investment in	Pivoted operations			brokered private
			Cookies brands in PA	Facility in Canada for
TerrAscend of $52.5M	to the US Market			placement
						CAD$19.7M
							Closed $45.5M non-
2017	2018	2019	2020/21
	brokered senior secured
December	October	June		Dec/January		term loan
2017	2018		2019		2021		April-	Dec		June
Founded	December		September	April/May		July	2022		2023
Incorporated Q1	Awarded NJ Vertically	Acquired		Acquired KCR PA (3	2022	Entered into		Closes US$25M commercial loan
	NJ begins adult-	arrangement		with Stearns Bank
Publicly Listed	Integrated License				operating dispensaries)	with Canopy
May 2017 (CSE: TER)					Acquired HMS Grower /	use sales on April	USA, converting	Closes private placements for total
Launched as Canadian LP					21, 2022	CAD$125.5M in	aggregate proceeds of US$20.5M
				Processor in Maryland		debt to equity at
	NJ							Increases footprint in MD to 4
		PA					~100% premium
				MD			to prevailing		dispensaries with acquisitions of
							price		Peninsula Alternative Health, Blue
										Ridge Wellness and Herbiculture

(TSX: TSND | OTCQX: TRSSF)

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Experienced Executive Leadership Team

Executive Leadership Team

Jason Wild	Ziad Ghanem
Chief Executive Officer
Executive Chairman

Lynn Gefen	David Wheeler
Chief Legal Officer
SVP,
	Chief Information Officer

Keith Stauffer

Chief Financial Officer

Jeroen De Beijer

Chief of People and Culture Officer

(TSX: TSND | OTCQX: TRSSF)

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