Mr. Jason Wild reports

TERRASCEND SIGNS AGREEMENT TO ACQUIRE FIFTH DISPENSARY IN NEW JERSEY

Terrascend Corp. has signed an option agreement where its consolidated entities were granted an option to purchase a fifth dispensary in New Jersey. Aunt Mary's Dispensary LLC, located in Hunterdon county, is expected to be immediately accretive to Terrascend on an EBITDA (earnings before interest, taxes, depreciation and amortization) and free cash flow basis, further extending Terrascend's leadership position in the state. The closing of the transaction is subject to standard conditions including regulatory approval.

"Aunt Mary's is a strong performer, generating over $10-million in annualized revenue," said Jason Wild, executive chairman of the company. "We see a clear opportunity to enhance margins through vertical integration and the introduction of our premium brand portfolio, including Kind Tree, Legend, Valhalla and Cookies. This acquisition reflects our continued focus on disciplined, accretive transactions and we remain active in evaluating additional opportunities to expand our retail footprint."

Established in February, 2023, Aunt Mary's is located in a high-traffic retail corridor in Flemington, N.J. The dispensary includes 5,200 square feet of retail space and benefits from limited nearby competition. The total purchase price payable by Terrascend is equal to $9-million, comprising $3-million in the form of a five-year unsecured convertible promissory note bearing interest at 6.0 per cent for an option to purchase 35 per cent of Aunt Mary's and $6-million payable in cash upon exercise of the option. The transaction conforms to New Jersey's regulatory framework, which facilitates investment opportunities for diversely owned businesses.

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., 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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