Mr. Jason Wild reports

TERRASCEND COMPLETES OVERSUBSCRIBED DEBT FINANCING, RAISING $21.7 MILLION

Terrascend Corp. has closed a convertible debenture financing in the aggregate principal amount of $21.7-million. Of the gross proceeds, $11.1-million was used to retire existing higher interest rate senior unsecured convertible debentures, with the remainder available for mergers and acquisitions.

"This financing retires our near-term convertible debt, reduces our blended interest cost and extends our convertible debenture maturity to 2031," said Jason Wild, executive chairman of the company. "Together with our continued free cash flow generation and disciplined approach to capital allocation, we have built a balance sheet that gives us the flexibility to act. We intend to put this capital to work through accretive acquisitions to grow our retail footprint in the high-growth markets where we already have scale and operational infrastructure."

In connection with the closing, the company issued an aggregate of 21,702 senior secured convertible debentures of the company at a price of $1,000 (U.S.) per debenture for aggregate gross proceeds of $21.7-million. The debentures mature on Sept. 30, 2031, and bear interest at a rate of 8.00 per cent per annum, calculated and compounded quarterly, payable in cash, unless otherwise determined by the company. The debentures are convertible into common shares of the company at a conversion price equal to 87 U.S. cents, representing a 25-per-cent premium to the 20-day volume-weighted average price of the common shares on the TSX on June 22, 2026. The debentures are secured by a second lien on the U.S. business.

The private placement constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, because an insider of the company, being Edward J. Schutter, participated in the T1 (tranche 1) closing. In total, Mr. Schutter acquired, in the aggregate, 1,000 debentures in connection with the private placement for aggregate gross proceeds of $1-million (U.S.). 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 under MI 61-101) of the insider participation in the private placement 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 TSX-listed cannabis company with interests across the North American cannabis sector, including operations in Pennsylvania, New Jersey, Maryland, Ohio and California through Terrascend Growth Corp. and retail operations in Canada. Terrascend operates The Apothecarium 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 The Apothecarium, Cookies, Ilera Healthcare, Kind Tree, Legend, State Flower, Wana and Valhalla Confections.

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