TerrAscend Applies to List Common Shares on the Toronto Stock Exchange

TORONTO –

TerrAscend Corp. (“TerrAscend” or the “Company”) today announced that it has applied to list the Company’s common shares (the “Common Shares”) on the Toronto Stock Exchange (the “TSX”). In connection with the Company’s proposed listing on the TSX, and in order to qualify for the TSX’s minimum listing requirements, the Company expects to implement an internal reorganization (the “Reorganization”). The Reorganization will require approval from the Company’s shareholders. The listing of the Common Shares on the TSX remains subject to the review of the TSX and is contingent on the satisfaction of all listing and regulatory requirements. There is no assurance that the TSX will approve the listing application or that the Company will complete the Reorganization and the listing on the TSX as currently proposed.

“While the United States regulatory environment continues to evolve, we are grateful for the leadership of the TSX, which provides issuers with sensible oversight and regulation in a complex sector to ensure investor protection and capital markets integrity. We look forward to the opportunity to list on the TSX in the near future, said Jason Wild, Executive Chairman of TerrAscend.”

Further details with respect to the Reorganization will be provided prior to the mailing of the proxy statement for the Company’s annual general meeting. In the meantime, the Common Shares will continue to trade on the Canadian Securities Exchange in Canada under the symbol “TER” and the OTCQX market in the United States under the symbol “TRSSF”. TerrAscend has engaged Cassels Brock & Blackwell LLP as the Company’s external legal and strategic advisor in connection with the Reorganization and the Company’s proposed listing on the TSX.

As previously announced, TerrAscend will host a scheduled conference call to discuss the results for its fourth quarter and full year periods ended December 31, 2022 on Thursday, March 16, 2023 at 5:00 p.m. Eastern Time. The Company will report its financial results for the fourth quarter and full year 2022 the same day after market close.

About TerrAscend

TerrAscend is a leading North American cannabis operator with vertically integrated operations in Pennsylvania, New Jersey, Maryland, Michigan and California and licensed production in Canada. TerrAscend operates The Apothecarium and Gage 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 several synergistic businesses and brands including Gage Cannabis, The Apothecarium, Ilera Healthcare, Kind Tree, Legend, State Flower, Valhalla Confections, and Arise Bioscience Inc. For more information visit www.terrascend.com.

Caution Regarding Cannabis Operations in the United States

Investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States. Cannabis remains a Schedule I drug under the U.S. Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute or possess cannabis in the United States. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable US federal money laundering legislation.

While the approach to enforcement of such laws by the federal government in the United States has trended toward non-enforcement against individuals and businesses that comply with medical or adult-use cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve TerrAscend of liability under U.S. federal law, nor will it provide a defense to any federal proceeding which may be brought against TerrAscend. The enforcement of federal laws in the United States is a significant risk to the business of TerrAscend and any proceedings brought against TerrAscend thereunder may adversely affect TerrAscend’s operations and financial performance.

Forward Looking Information

This press release contains “forward-looking information” within the meaning of applicable securities laws. Forward-looking information contained in this press release may be identified by the use of words such as, “may”, “would”, “could”, “will”, “likely”, “expect”, “anticipate”, “believe, “intend”, “plan”, “forecast”, “project”, “estimate”, “outlook” and other similar expressions. Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment, and the availability of licenses, approvals and permits. Examples of forward-looking information contained in this press release include statements regarding the Company’s intention to list the Common Shares on the TSX; the Company’s intention to complete the Reorganization; the Company’s ability to obtain shareholder approval to effect the Reorganization; and the Company’s ability to satisfy all listing and regulatory requirements of the TSX.

Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to, current and future market conditions; risks related to federal, state, provincial, territorial, local and foreign government laws, rules and regulations, including federal and state laws in the United States relating to cannabis operations in the United States; and the risk factors set out in the Company’s most recently filed MD&A, filed with the Canadian securities regulators and available under the Company’s profile on SEDAR at www.sedar.com and in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission on March 17, 2022 and as amended on March 24, 2022.

The statements in this press release are made as of the date of this release. TerrAscend disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.