#1TERRASCEND Investor Presentation January 2024 Terrascend.com TSX: TSND | OTCQX: TSNDF#2Disclaimer Forward-Looking Information This presentation contains "forward-looking information" within the meaning of applicable securities laws, including the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking information contained in this presentation 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 presentation include statements regarding the guidance for fiscal year 2023; the Company's strategic plans, objectives and roadmap; the estimated addressable market opportunity; and expectations for other economic, business, and/or competitive factors. 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, our recent growth, which may not be indicative of our future growth; 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.sedarplus.ca and in the section titled "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (the "SEC") on March 16, 2023, the Company's Annual Report on Form 10-K/A for the year ended December 31, 2022 filed with the SEC on May 4, 2023 and its subsequently filed quarterly reports on Form 10-Q. The statements included in this presentation are made as of the date of this presentation. 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. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 4 TERRASCEND p. 2#3Disclaimer Definition and Reconciliation of Non-GAAP Measures In addition to reporting the financial results in accordance with generally accepted accounting principles in the United States ("GAAP"), the Company reports certain financial results that differ from what is reported under GAAP. Non-GAAP measures used by management do not have any standardized meaning prescribed by GAAP and may not be comparable to similar measures presented by other companies. The Company believes that certain investors and analysts use these measures to measure a company's ability to meet other payment obligations or as a common measurement to value companies in the cannabis industry, and the Company calculates Adjusted Gross Profit and Adjusted Gross Profit Margin as Gross Profit and gross profit margin adjusted for certain material non-cash items including the one- time relief of fair value of inventory on acquisition, non-cash write downs of inventory, sales returns and write downs of inventory as a result of a vape recall in Pennsylvania, and other one-time adjustments to gross profit that management does not believe are reflective of ongoing operations. We calculate Adjusted EBITDA from continuing operations and Adjusted EBITDA Margin from continuing operations as EBITDA from continuing operations adjusted for certain material non-cash items such as inventory write downs outside of the normal course of operations, share based compensation expense, impairment charges taken on goodwill, intangible assets and property and equipment, the gain or loss recognized on the revaluation of our contingent consideration liabilities, one-time write off of accounts receivable related to one customer that was deemed uncollectible, loan modification fees related to the modification of debt, the gain recognized on the extinguishment of debt, the gain or loss recognized on the remeasurement of the fair value of the U.S denominated preferred share warrants, one time fees incurred in connection with our acquisitions and certain other adjustments management believes are not reflective of the ongoing operations and performance. 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. The Company believes this definition is a useful measure to assess the performance of the Company as it provides more meaningful operating results by excluding the effects of expenses that are not reflective of the Company's underlying business performance and other one-time or non-recurring expenses. Please refer to the tables in our earnings release and Form 10-Q for the period ending September 30, 2023 as posted in the Investors section of our website for a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures. The Company encourages investors to consider its GAAP results alongside its supplemental non-GAAP measures, and to review the reconciliation between GAAP results and non-GAAP measures that is included at the end of this presentation. Third Party Information Certain information contained in this presentation and statements made orally during the related earnings webcast relate to or are based on studies, publications, surveys and other data obtained from third-party sources and the Company's own internal estimates and research. While the Company believes these third-party studies, publications, surveys and other data to be reliable as of the date of this presentation, the Company has not independently verified, and makes no representations as to the adequacy, fairness, accuracy or completeness of, any information obtained from third-party sources. In addition, no independent source has evaluated the reasonableness or accuracy of the Company's internal estimates or research and no reliance should be made on any information or statements made in this presentation relating to or based on such internal estimates and research. 4 TERRASCEND P. 3#4TA TERRASCEND U.S. Cannabis Market 7 terrascend.com#5● ● U.S. Cannabis Industry 53% of the U.S. population now live in states that have ended their prohibition on Cannabis. August 2023: DEA received recommendation from the Department of Health and Human Services (HHS) to reschedule cannabis from its Schedule I classification under the Controlled Substances Act to Schedule III. October 2023: A group of cannabis operators, including TerrAscend, and investors have filed suit against U.S. Attorney General Merrick Garland seeking equal treatment of Cannabis Businesses. November 2023: Ohio became the 24th state to legalize recreational use and possession of marijuana. A bi-partisan bill, SAFER Banking Act, is currently on the senate floor, which if approved, would create financial safe harbours for financial institutions to accept deposits from state licenced cannabis businesses. 4 TERRASCEND Legal Non-Medical and Medical Use (24 States & DC) Source: Jaeger, K. (2023, November 16). 53 percent of Americans now live in a legal marijuana state, report from former federal officials' firm shows. Marijuana Moment. https://www.marijuanamoment.net/53-percent-of-americans-now-live-in-a-legal-marijuana-state-report-from-former- federal-officials-firm-shows/#:~:text=This%20means%20that%20176%2C880%2C943%20Americans, percent%20of%20the%20total%20population. Legal Medical Use Only (14 States) District of Columbia p. 5#6U.S. Cannabis Market Outlook With over 50% of the U.S. population now living in states that have legalized, the total U.S. cannabis user population is projected to continue growing to 122 million users by 2028. The U.S. cannabis market is expected. to grow at compounded annual growth rate (CAGR) of 15% between 2023 and 2028 to total $67 billion by 2028. With the anticipated rescheduling cannabis, companies will no longer be affected by 280E and would save an estimated $2 billion in excess taxes in 2023. TERRASCEND 54 2021 $23 2021 65 2022 $28 2022 Total U.S. Cannabis Users (in million of users) 74 2023 84 $34 2024 (in billion US) 2023 Total U.S. Cannabis Market $40 2024 93 Source: Cannabis - united states: Statista market forecast. Statista. (n.d.). https://www.statista.com/outlook/hmo/cannabis/united-states#revenue 2025 $46 2025 103 2026 $53 2026 112 2027 $60 2027 122 2028 $67 2028 P. 6#7TA TERRASCEND Company Overview 7 terrascend.com#8Experienced Leadership Team Lynn Gefen Chief Legal Officer 4 TERRASCEND Jason Wild Executive Chairman HomeServe Holland & Knight CITRIX JW ASSET MANAGEMENT earbor PHARMACEUTICALS. INC. BJ Carretta SVP Marketing Ziad Ghanem Chief Executive Officer MedMen NBC SPORTS GROUP Parallel Walgreens Chantelle Elsner President, Northeast Keith Stauffer Chief Financial Officer FLOURISH COTY P&G HERSHEY'S DELL Mary Turon President, Michigan NS CRESCO LABS tarte p. 8#9Our Journey 2017 Founded Launched as Canadian LP Initial investment of $52.5M by Canopy Growth and JW Asset Management JW ASSET MANAGEMENT CANOPY GROWTH CORPORATION 4 TERRASCEND 2018 Pivoted Operations to the US Market Awarded NJ Vertically Integrated License NJ CA THE APOTHECARIUM DISPENSARY 2019 Acquired The Apothecarium in CA Acquired llera in PA PA ILERA HEALTHCARE 2021 Acquired 3 Operating Dispensaries in PA Acquired HMS Grower, Processor in Maryland MD 2022 Acquired Gage in MI MI GAGE CANNABIS CO Acquired 5 Additional Dispensaries in MI 2023 Acquired 4 Dispensaries in MD MD Begins AU on July 1, 2023 MD Commenced Trading on the TSX P. 9#10TSXV METALLA ROYALTY [M.A.V] 0.00 TMXB% THE FUTURE IS YOURS TO SEE. WUBWA TECHNOLGY INBVA.VI INTARNE PETROLEUM UPCO.TOT CNC LES UT INET V 5.000.00 S&P-TSX COMPOSITE INDEX 20,180.28 TERRASCEND TERRASCEND TMX Group welcomes TerrAscend Corp to Toronto Stock Exchange TSX:TSND THE MARKET IS OPEN TON M плпг 4 TERRASCEND THE MARKET IS OPEN LONTOWU MX TMY IVANHOE MINS LTD [IVN.TO] 12.35 A 0.01 THE FUTURE IS YOURS TO SEE NW FOUND GLD ORD [MFG.V] 6.59-A QF00 JAMIESON W 30.2 NERVGN PHRM 1.64 A 9:30:02 AM Tuesday Jul 4, 2023 2014 TMX MA mark#11Company Strategy @ Delight our customers with great brands & outstanding retail experience TERRASCEND Ta Depth & Scale in Attractive Markets Vertical Integration to Maximize Quality & Profitability 0:0:0 ណណណ Operational Excellence & Financial Discipline a from mom Culture of Compliance p. 11#12Our Business A leading, vertically-integrated, North American Operator P 2017 Year Founded -1,200 Total employees 5 U.S. States 1 Canada Retail OOOO 38 Operating Dispensaries 10 Premium Brands Broad Wholesale Distribution 7 U.S. Cultivation & Production Facilities TERRASCEND (TSX: TSND OTCQX: TSNDF) * $89.2 M Q3 '23 Net Rev. 53.6% Q3 2023 GP Margin ✩ 34.7% !!YOY Growth +660 Basis Point Improvement YoY $24.2 M, +89% YoY Adjusted EBITDA from Continuing Operations* $9.4 M Cash Flow from Operations (5th Consecutive Quarter) Adjusted EBITDA and Adjusted EBITDA margin from continuing operations and Free Cash Flow are non-GAAP financial measures. Please refer to disclaimer on slide 3 and Reconciliation of Non-GAAP Measures in appendix. p. 12#13Sector Leading Full Year 2023 YOY Revenue Growth 29% TA Terrascend 22% 4 TERRASCEND ASCEND Ascend Wellness 8% Verano 6% AR AYR 2% @ Curaleaf 2% Columbia Care 0% Green Thumb Industries -2% Jushi -10% Trulieve -10% Cresco Labs Note: Peer forecasts are based on Needham consensus Source: Needham Multi-State Operator Quarterly Recap - 2Q23 p. 13#14TA TERRASCEND Business Overview 7 terrascend.com#15Ready to Go "Deep and Wide" CALIFORNIA Super Premium Flower & 5 Dispensaries Population 40 Million MICHIGAN Population 10 Million Population 9 NEW JERSEY Top 2 Player - Scaled Vertical Operation with 3 Dispensaries Million TERRASCEND (TSX: TSND OTCQX: TSNDF) Scaled vertical operations including cultivation, manufacturing, retail with 19 locations, and exclusive brand partnerships PENNSYLVANIA Population 13 Million MARYLAND Population 5 Million Scaled vertical operation with large scale cultivation and manufacturing, and 6 medical dispensaries Vertically integrated operation with state-of-the-art cultivation and manufacturing facility and 4 Dispensaries p. 15#16New Jersey 3Q '23 Highlights • Largest and Most Profitable Market ● ● ● According to BDSA, in August Improved Market Share Position from #3 to #2 ● In Sept. achieved 18.6% market share, only 0.2% from #1 spot of 18.8% Cultivation Yields Up 50% Since January Drove growth in wholesale business, nearly doubling QoQ Future Growth Opportunities ● Opportunity to add 7 additional retail doors TERRASCEND #2 Market Share Boonton (Cultivation/Processing) Lodi (Dispensary) Maplewood (Dispensary) Phillipsburg (Dispensary) p. 16#17Maryland 3Q '23 Highlights ● First Full Quarter of Adult-Use Adult-use began July 1, 2023 Market sales run rate of ~$1 billion annually, roughly doubling the medical market ● ● • Vertically Integrated Operations ● ● ● ● ● Leveraging same successful strategy as NJ ● 4 retail locations - the state limit 2 of the top performing stores in MD Wholesale business more than doubled from Q2 to Q3 Additional capacity coming online in 2024 Attractive Margins and Significant Cashflow Believed to be one of the top retail market share in MD 4 TERRASCEND AMMD (Dispensary)- Hagerstown (Cultivation/Processing) Ith Herbiculture (Dispensary) Blue Ridge (Dispensary) Peninsula (Dispensary) p. 17#18Pennsylvania 3Q '23 Highlights ● ● Market Overview ● Return to Growth ● Population of 13 million Current medical market size already over $1.2B ● 6 Apothecarium locations grew 6% sequentially and 8% year over year Wholesale business grew 20% sequentially and 10% year over year Gross margin improved materially sequentially driven by the sales growth and improved costs and utilization TERRASCEND A Allentown (Dispensary) Waterfall (Cultivation/Processing) Lancaster (Dispensary) Stroudsburg (Dispensary) Bethlehem (Dispensary) Plymouth Meeting (Dispensary) Thorndale (Dispensary) p. 18#19Michigan 3Q '23 Highlights ● ● ● Market Overview ● Focused on Margin and Profitability • Improved gross margins by 1,800 basis points since acquiring the business Eclipsing 40% in September 2023 ● Largest US market per capita #2 market size at over $3 Billion Retail and Wholesale ● 19 retail locations, soon to be 20 with second Detroit location planned for early 2024 Opportunity to go deeper with accretive M&A in unlimited license state TERRASCEND Traverse City_ (Dispensary) Grand Rapids (Dispensary) Harrison (Dispensary) Kalamazoo (Dispensary) (Cultivation/Processing & Distribution) Battle Creek Monitor (Cultivation/Processing) Lansing (Dispensary) Burton (Dispensary) ookies Detroit (Dispensary) Warren (Cultivation) Cookies Cookies Ann Arbor Ferndale (Dispensary) Kalamazoo (Dispensary) Adrian (Dispensary) (Dispensary) p. 19#20California • Market Overview ● ● ● Population of 39.5 million Medical and adult-use market size is currently $4.3 billion and expected to reach $5.7 billion by 2025¹ Operations Focused on San Francisco / Bay area with 5 retail dispensaries open • State flower 20K Sq Ft cultivation facility ● ● • 110+ dispensaries with TerrAscend brands • Valhalla edibles brand 1. Source: 8th Edition, The State of the Legal Cannabis Markets, Arcview Market Research (Published May 5, 2020) TERRASCEND (TSX: TSND |OTCQX: TSNDF) Marina (Dispensary) Soma (Dispensary) Castro (Dispensary) Valhalla (Edibles Manufacturing) Berkeley (Dispensary) State Flower (Cultivation) Capitola (Dispensary) p. 20#21Brand Portfolio TERRASCEND STATE FLOWER Ok .VALHALLA. VALHALLA STORY STATE FLOWER Kind Tree GARY PAYTON Cookies Kind Tree MA TERRASCEND wana wana GAGE THE CADITING LEGEND LEGEND FLOWER p. 21#22Elevated Retail Experiences 38 Dispensaries Across Maryland, Pennsylvania, New Jersey, Michigan, California and Canada ● ● ● 10 years of operating retail experience in San Francisco, CA Gage dispensaries generate industry leading retail metrics, including strong average basket size and premium pricing for its flower products (50%+ relative to the Michigan market average price¹). Designed to provide enhanced patient and customer experiences Highly trained staff to provide product education • Mobile App and online ordering available for express pick-up or delivery (in select markets) APOTHECARIUM 17 TERRASCEND (TSX: TSND OTCQX: TSNDF) My APOTHECARIUM APOTHECARIUM SAN FRANCISCO VAX GAGE CANNABIS CO WER FLOWER TO THE 1 1. Marijuana Regulatory Agency - State of Michigan - https://www.michigan.gov/mra/reports/marijuana-regulatory-agency-statistical-report 2. Architectural Digest, 11 of the Best-Designed Marijuana Shops Across America, April, 2017 FLOWER TO THE PEOPLE PEOPL FLOWER TO TH PEOPLE LIV Flagship Castro store in San Francisco named the best designed dispensary in the country by Architectural Digest² 11 GLAD ARCHITECTURAL DIGEST AD dљ yoP saadx star power kim & kanye's minima masterpiece Jenn aaron paul at home in idaho the new deans of american design p. 22#23TA TERRASCEND Financial Overview 7 terrascend.com#24Sector Leading 2023 YOY Revenue Growth 29% TA Terrascend 22% 4 TERRASCEND ASCEND Ascend Wellness 8% Verano 6% 2% NR @ AYR Curaleaf 2% Columbia Care 0% Green Thumb Industries -2% Jushi -10% Trulieve -10% Cresco Labs Note: Peer forecasts are based on Needham consensus Source: Needham Multi-State Operator Quarterly Recap - 2Q23 p. 24#25Strong 5-Year Revenue Growth and Adjusted EBITDA Rebound Since Pennsylvania Challenges in 2022 (in millions) $450 $400 $350 $300 $250 $200 $150 $100 $50 $0 -$50 Adj EBITDA Revenue ($25) 4 TERRASCEND 2019 * $50 ** +164% YOY $48 $132 2020 +47% YoY $70 $194 2021 369 +28% YOY $320 +29% YoY $248 TH $95 $73 $39 2022 169 2023** +19% YoY Adjusted EBITDA and Adjusted EBITDA margin from continuing operations and Free Cash Flow are non-GAAP financial measures. Please refer to disclaimer on slide 3 and Reconciliation of Non-GAAP Measures in appendix. *** Consensus 2023 Company Guidance $380 2024*** 25% Adj EBITDA Margin p. 25#26Q3 2023 Financial Highlights !! = $89.2 M Net Revenue ✩ +23.7% QOQ !! 8th Consecutive Quarter of Sequential Revenue Growth +34.7% YoY 4 TERRASCEND ✩ !! 53.6% Q3 2023 Gross Profit Margin $24.2 M, +89% QOQ Adjusted EBITDA from Continuing Operations* 27.1% Q3 2023 Adjusted EBITDA Margin* $a 5th Consecutive Quarter of Positive Cash Flow from Continuing Operations $9.4 M Cash Flow from Continuing Operations $7.7 M Free Cash Flow* * Adjusted EBITDA and Adjusted EBITDA margin from continuing operations and Free Cash Flow are non-GAAP financial measures. Please refer to disclaimer on slide 3 and Reconciliation of Non-GAAP Measures in appendix. p. 26#27Third Quarter 2023 Net Revenue Growth YoY increase driven by growth across Maryland, Pennsylvania and New Jersey Third Quarter 2023 Highlights Revenue: $89.2M versus $66.2M in Q3 2022 Retail Revenue Wholesale Revenue $66.2 $12.8 $53.4 Q3 2022 4 TERRASCEND Net Revenue (in millions, US$) $72.1 $13.9 $58.3 Q2 2023 QoQ growth of +23.7% YOY growth of +34.7% $89.2 $23.1 $66.1 Q3 2023 ● ● +23.7% growth sequentially and +34.7% year- over-year Retail growth 13.3% sequentially and 23.8% year-over-year driven by adult-use and additions of 3 dispensaries in MD and same store growth in PA Wholesale growth 66% sequentially and 80% year-over-year driven by broad based growth in NJ, MD, PA and MI p. 27#28Third Quarter 2023 Gross Profit Margin 47.0% Q3 2022 TERRASCEND +660bps YOY 50.2% Q2 2023 +340bps QoQ 53.6% Q3 2023 Third Quarter 2023 Highlights Gross Profit Margin: 53.6% versus 50.2% in Q2 2023 and 47.0% in Q3 2022 ● ● • A 340-basis point improvement quarter- over-quarter and up 660 basis points year-over-year Driven by progress across all states including: • Increased utilization of Hagerstown facility in MD Optimization of operations in PA Eclipsing target 40% mark in MI Continued strength in NJ ● ● ● p. 28#29General & Administrative Expenses* $24.7 Q3 2022 37.3% of Revenue TERRASCEND (in millions, US$) $28.5 Q2 2023 39.5% of Revenue $27.5 Q3 2023 30.8% of Revenue Third Quarter 2023 Highlights General & Administrative Expenses*: 30.8% of revenue in Q3, a reduction of 870-basis points sequentially, from 39.5% in Q2 ● • Tight control of spending, combined with a 24% sequential growth of the top line, led to strong sequential gain in operating leverage * Excluding stock-based compensation and Amortization and Depreciation p. 29#30GAAP Net Income/(Loss) and Adjusted EBITDA* TERRASCEND GAAP Net Loss from continuing operations (in millions, US$) -$12.9 Q2 2023 -$8.4 Q3 2023 % Rev $12.8 Q3 2022 19.3% Adj EBITDA* (in millions, US$) $12.8 Q2 2023 17.8% * Adj EBITDA is a non-GAAP financial measure. Please refer to disclaimer on slide 3 and Reconciliation of Non-GAAP Measures in appendix. +89% QoQ $24.2 Q3 2023 27.1% p. 30#31Balance Sheet and Cash Flow ● ● Cash, and cash equivalents, including restricted cash, were $28.5 million as of 9/30/23, compared to $34.5 million as of 6/30/23. Net cash provided by continuing operations was $9.4 million, representing 5th consecutive quarter of positive cashflow from continuing operations. Capex spending was $1.7 million in the quarter, consequently, free cashflow was $7.7 million for the quarter. ● • During the third quarter $5.7 million of debt was paid down, $3.8 million of success fee in NJ, and $3 million for dispensary acquisitions in MD. 4 TERRASCEND p. 31#32Raised 2023 Full Year Guidance FY '23: $320M net revenue, +29% YOY and $73M Adjusted EBITDA from continuing operations, +87% YOY Adjusted EBITDA from continuing operations guidance represents a 22.7% margin for the year 2023 FY guidance implies Q4 net revenue of $89 million and Adjusted EBITDA from continuing operations of $24 million, representing a 27% margin Q4 expectations: Gross margin to exceed 50%, G&A expenses to be at or below 30% of revenue, and free cash flow from continuing operations to be positive $248 FY 2022 4 TERRASCEND Full Year Net Revenue (In Millions US$) $317 $320 FY 2023E (previous) FY 2023E (updated) $39 FY 2022 Adj EBITDA* (in millions, US$) $63 FY 2023E (previous) $73 FY 2023E (updated) 7 p. 32#33Dun CAP 4x1024 Unity 0 MARY AND Marijuana L MAJAND How do we Here die GROW together? SPREAD Love RE MARYLAND In oth Side Mu FOOTER MARIVAND See Sonn MARKAND MEND RYLAND LEGEND ECOCAS MARYLAND 67 MARY SAND 043 DISPENSARY EXIT 43A LET'S GROW TOGETHER PROUDLY le Cream APOTHECARIUM A MARLAND COCOON LEG SIM LE SESSIO AFFOR 70 A 4A TERRASCEND R3T2UM TM109 ЗАИИ 14 01334993 OMAR UH 30-ALLA БАТНЕС OTHEN