Mr. Eric Jackson reports

TERRASCEND FILES PRELIMINARY PROXY STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS IN PREPARATION FOR UPLISTING TO US EXCHANGE

Terrascend Corp. has filed a preliminary proxy statement with the U.S. Securities and Exchange Commission and on SEDAR+ in connection with its special meeting of shareholders to be held on Aug. 24, 2026. The record date for the special meeting is June 30, 2026.

At the special meeting, shareholders of the company who are entitled to a vote will be asked to vote on a proposal to consolidate the company's issued and outstanding common shares, exchangeable shares and preferred shares at a ratio to be determined by the board of directors of the company within a range of one postconsolidation share for every five to 20 outstanding preconsolidation shares, with the exact ratio and timing to be set at the board's discretion, at any time within 12 months after the date that such proposal is approved by voting shareholders.

"The regulatory progress that has occurred over the past several months is real and meaningful. We believe uplisting to a major U.S. exchange is no longer a question of if. It is a question of when," said Jason Wild, executive chairman of the company. "We have been positioning the company for this moment since 2022 when we became an SEC filer. Recently, we have been in consultation with the U.S. stock exchanges. Our special meeting is the next step in this process, and the board recommends voting shareholders to vote for the share consolidation."

The share consolidation is intended to position the company to meet applicable minimum share price requirements established by major U.S. stock exchanges. The company's financial statements are already prepared in accordance with U.S. generally accepted accounting principles, its shares are registered with the SEC and quoted on the OTCQX, and its consolidated entities are subject to U.S. federal and state laws.

The preliminary proxy statement is available at the company's website and filed under the company's profile on SEDAR+. Voting shareholders of record as of June 30, 2026, will be entitled to vote at the special meeting. The company intends to mail a notice of Internet availability to all voting shareholders on July 15, 2026. The proxy voting deadline is 1 p.m. Eastern Time on Aug. 20, 2026.

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 and California through Terrascend Growth Corp. (together with the company and its consolidated entities) 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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