#1TA TERRASCEND 2022 Fourth Quarter and Full Year Financial Results March 16, 2023 terrascend.com CSE: TER | OTCQX: TRSSF STATE FLOWER Net Wt. 0.123oz / 3.50 35 10mg X23 S THC 10mg GR#2MA Executive Leadership SPEAKERS Jason Wild Executive Chairman TERRASCEND CSE: TER | OTCQX: TRSSF Ziad Ghanem President & Chief Operating Officer Keith Stauffer Chief Financial Officer terrascend.com#3Disclaimer Investors and prospective investors should rely only on the information contained in the disclosure filings (the "Filings") of TerrAscend Corp. (the "Company" or "TerrAscend"). This presentation is qualified in its entirety by reference to, and must be read in conjunction with, the information contained in Filings. An investor or prospective investor is not entitled to rely on parts of the information contained in this presentation to the exclusion of others, and no person is authorized to provide different or additional information for or on behalf of the Company. An investment in the securities discussed in this presentation is speculative and subject to a number of risks that should be considered by an investor or prospective investor. Investors and prospective investors should carefully consider the risks described in the Filings. This presentation does not constitute an offering of securities and the information contained herein is subject to the information contained in the Filings. Unless otherwise specified, all monetary amounts in this presentation are in Canadian dollars. Forward-Looking Information This presentation contains forward-looking information or statements within the meaning of applicable securities laws. Forward-looking information may relate to the Company's future outlook and anticipated events, plans or results, and may include information regarding the Company's objectives, goals, strategies, future revenue or performance and capital expenditures, and other information that is not historical information. Particularly, information regarding the Company's expectations of performance, achievements, prospects or opportunities, or the markets in which the Company operates, is forward- looking information. Forward-looking information can often be identified by the use of terminology such as "believe," "anticipate," "plan," "expect," "pending," "in process," "intend," "estimate," "project," "may," "will," "should," "would," "could," "can," the negatives thereof, variations thereon and similar expressions. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Forward-looking information contained in this presentation is based on the Company's opinions, estimates and assumptions in light of management's experience and perception of historical trends, current conditions and expected future developments, as well as other factors that management currently believes are appropriate and reasonable in the circumstances. Forward-looking statements in this presentation include, but are not limited to: statements with respect to the anticipated completion of the Transaction and the timing for its completion; the timing for the holding of the TerrAscend Meeting and the Gage Growth Corp. ("Gage") Meeting; the satisfaction of closing conditions which include, without limitation (i) required Gage and TerrAscend shareholder approvals, (ii) certain termination rights available to the parties under the Arrangement Agreement, (iii) obtaining the necessary approvals from the CSE for the listing of TerrAscend's common shares in connection with the Transaction, (iv) anticipated timing for the ope ng of additional Gage dispensaries, and (v) other approvals and closing conditions contained in the Arrangement Agreement; statements with respect to the anticipated effects of the Transaction on TerrAscend and its strategy going forward and statements with respect to the anticipated benefits associated with the acquisition of Gage. Actual results and developments may differ materially from those contemplated by these statements. The forward-looking information contained in this presentation represents the Company's expectations as of the date of this presentation or the date indicated, regardless of the time of delivery of the presentation. All of the forward-looking information contained in this presentation is expressly qualified by the foregoing cautionary statements. Potential investors should consult their own professional advisors to ascertain and assess the income tax, legal, risk factors and other aspects of their potential investment in the Company. Risk factors that could cause actual results to differ materially from forward- looking information in this presentation include: the Company's exposure to legal and regulatory risk; the effect of the legalization of adult-use cannabis in jurisdictions where the Company operates on the medical cannabis industry is unknown and may significantly and negatively affect the Company's medical cannabis business; that the medical benefits, viability, safety, efficacy, dosing and social acceptance of cannabis are not as currently expected; that adverse changes or developments affecting the Company's main or planned facilities may have an adverse effect on the Company; that the medical cannabis industry and market may not continue to exist or develop as anticipated or the Company may not be able to succeed in this market; risks related to market competition; risks related to the proposed adult-use and medical cannabis industries and markets including the Company's ability to enter into or compete in such markets; that the Company has a limited operating history and a history of net losses and that it may not achieve or maintain profitability in the future; risks related to the Company's current or proposed international operations; risks related to future third party strategic alliances or the expansion of currently existing relationships with third parties; that the Company may not be able to successfully identify and execute future acquisitions or dispositions or successfully manage the impacts of such transactions on its operations; risks inherent to the operation of an agricultural business; that the Company may be unable to attract, develop and retain key personnel; risks resulting from significant interruptions to the Company's access to certain key inputs such as raw materials, electricity, water and other utilities; that the Company may be unable to transport its cannabis products to patients in a safe and efficient manner; risks related to recalls of the Company's cannabis products or product liability or regulatory claims or actions involving the Company's cannabis products; risks related to the Company's reliance on pharmaceutical distributors, suppliers and skilled labor; that the Company, or the cannabis industry more generally, may receive unfavourable publicity or become subject to negative consumer or investor perception; that certain events or developments in the cannabis industry more generally may impact the Company's reputation or its relationships with customers or suppliers; risks related to insurance; that the Company may become subject to liability arising from fraudulent or illegal activity by its employees, contractors, consultants and others; that the Company may experience breaches of security at its facilities or losses as a result of the theft of its products; risks related to the Company's information technology systems; that the Company may be unable to sustain its revenue growth and development; that the Company may be unable to expand its operations quickly enough to meet demand or manage its operations beyond their current scale; that the Company may be unable to secure adequate or reliable sources of necessary funding; risk related to the available funds of the Company and the use of such funds; risks related to, or associated with, the Company's exposure to reporting requirements; risks related to conflicts of interest; risks related to the reliance on the expertise and judgment of senior management of the Company, and ability to retain such senior management; risks related to the management of growth; risk of litigation; risks related to energy costs; risks related to fluctuations in foreign currency exchange rates; risks related to the Company's potential exposure to greater-than-anticipated tax liabilities; risks related to the protection and enforcement of the Company's intellectual property rights, or the intellectual property that it licenses from others; that the Company may become subject to allegations that it or its licensors are in violation of the intellectual property rights of third parties; that the Company may not realize the full benefit of the clinical trials or studies that it participates in; that the Company may not realize the full benefit of its licenses if the licensed material has less market appeal than expected and the licenses may not be profitable; and any other risks that may be included in the Filings. Although management has attempted to identify important risk factors that could cause actual results to differ materially from those contained in the forward-looking information in this presentation, there may be other risk factors not presently known to the Company or that the Company presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information in this presentation. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers and viewers should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this presentation represents the Company's expectations as of the date of this presentation or the date indicated, regardless of the time of delivery of the presentation. The Company disclaims any intention, obligation or undertaking to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required under applicable securities laws. All of the forward-looking information contained in this presentation is expressly qualified by the foregoing cautionary statements. Investors and potential investors should consult their own professional advisors to ascertain and assess the income tax, legal, risk factors and other aspects of their investment or potential investment in the Company and should carefully consider the risks described in the Filings. Non-IFRS Measures, Reconciliation and Discussion Certain financial measures in this presentation are non-IFRS measures, including, Adjusted Gross Profit and Adjusted EBITDA. These terms are not defined by IFRS and, therefore, may not be comparable to similar measures provided by other companies. These metrics have no direct comparable IFRS financial measure. 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 IFRS. For more information, please see "Non-IFRS Financial Measures" in the Company's Interim MD&A available on www.sedar.com. Adjusted Gross Profit and the associated margin are non-IFRS measures which management uses to evaluate the performance of the Company's business as it reflects its ongoing profitability. The Company believes that certain investors and analysts use this measure to evaluate a company's ability to service debt and to meet other payment obligations or as a common measurement to value companies in certain industries. The Company measures Adjusted Gross Profit as Gross Profit/ (loss) less the cost of a one-time inventory impairments. The associated margin is Adjusted Gross Profit as a percentage of Net Sales. Adjusted EBITDA and the associated margin are non-IFRS measures which management uses to evaluate the performance of the Company's business as it reflects its ongoing profitability. The Company believes that certain investors and analysts use this measure to evaluate a company's ability to service debt and to meet other payment obligations or as a common measurement to value companies in certain industries. The Company measures Adjusted EBITDA as EBITDA less unrealized gain on changes in fair value of biological assets and other income plus fair value changes in biological assets included in inventory sold, impairments, restructuring costs, purchase accounting adjustments, transaction costs, share based compensation, revaluation of warrants and derivatives liabilities, unrealized loss on investments or foreign exchange, settlement costs related to contractual disputes, and other one-time non-recurring items. The associated margin is Adjusted EBITDA as a percentage of Net Sales. Third Party Information The information contained in this presentation, including information provided by third parties, has not been independently verified and no representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness, correctness or timeliness of the information or opinions expressed herein. MA TERRASCEND CSE: TER | OTCQX: TRSSF P. 3#4MA Company Overview JASON WILD Executive Chairman TERRASCEND CSE: TER | OTCQX: TRSSF P. 4#5Q4 2022 and FY 2022 Financial Highlights $ $69 M Q4 2022 Net Revenue ✩ 50% !! YoY Quarterly Revenue Growth $7.3 M Second Quarter in a Row of Positive Cash Flow from Operations 4 TERRASCEND CSE: TER | OTCQX: TRSSF $248 M FY 2022 Net Revenue ✩ 28% !! YoY Annual Revenue Growth Sequential Revenue Growth Every Quarter in 2022 AA $ $80 M Overall Debt Reduction -28% Debt Reduction $10 M Annualized Interest Relief P. 5#6A Leading, Vertically-Integrated, North American Operator MICHIGAN NEW JERSEY Top 3 operator - scaled vertical operation with 3 operational adult-use dispensaries 4 TERRASCEND CSE: TER | OTCQX: TRSSF Managed costs amidst a competitive environment PENNSYLVANIA Scaled vertical operation MARYLAND Mich Operationalized new cultivation and manufacturing facility in Hagerstown and purchased dispensary ahead of projected adult-use in summer of 2023 p. 6#7Looking Ahead Sales Momentum ● Expect continued sales growth in New Jersey ● ● ● Exciting adult-use prospects Maryland Pennsylvania ● Retail presence High quality product Popular brands ● 4 TERRASCEND CSE: TER | OTCQX: TRSSF M&A Opportunities Increasing number of interesting deals in the pipeline Existing states New markets ● ● ● ● It's a buyer's market ● Distressed environment * Includes the benefits of all planned debt reductions once completed Capital Markets Applied to list common shares on Toronto Stock Exchange ● Greater accessibility to a broader pool of institutional investors TSX up-listing could provide a significant advantage in M&A discussions p.7#8MA Business Overview ZIAD GHANEM President & COO TERRASCEND CSE: TER | OTCQX: TRSSF P. 8#9New Jersey 4Q'22 Highlights ● Remains Substantial Growth Driver Continue to see strong sales and margin performance. Strategically allocating production between retail and wholesale channels. ● ● Top 3 Operator ● ● Room for Further Growth ● According to BDSA data, capturing significant market share in New Jersey as a top 3 operator with several SKUs among the top 10 in the state. ● 3 stores in aggregate have continued to outperform the state average. Leveraging own brands and partner's brands. Over-indexing in flower, vapes, concentrates. Room for further growth opportunities in edibles / prerolls. On schedule and on budget for further cultivation expansion at Boonton cultivation facility. 4 TERRASCEND CSE: TER | OTCQX: TRSSF Boonton (Cultivation/Processing) Lodi (Dispensary) Maplewood (Dispensary) Phillipsburg (Dispensary) p. 9#10Maryland 4Q'22 Highlights Hagerstown Expansion Completed Exited legacy facility in Frederick Fully operational with cultivation and manufacturing at new Hagerstown facility. ● ● ● Several harvests following year end which have already yielded quality levels equivalent to other states. Vertical Integration Plan on Track Closed on the acquisition of Allegany Medical dispensary (AMMD) in January. ● ● ● Adult Use Approved Nov. 8, 2022 Preparing to go to market with a full complement of brands, products and formats, for wholesale distribution, leveraging the same brand strategy that has proven successful in NJ. July 1 adult use date looking encouraging. ● Actively evaluating other M&A opportunities for further vertical integration and retail expansion. ● 4 TERRASCEND CSE: TER | OTCQX: TRSSF AMMD (Dispensary) Hagerstown (Cultivation/Processing) 1. Source: 8th Edition, The State of the Legal Cannabis Markets, Arcview Market Research (Published May 5, 2020) 114 p. 10#11Pennsylvania 4Q'22 Highlights ● ● ● Retail and Wholesale ● ● ● 6 dispensaries, modest growth in Q4. Fully built-out at large-scale cultivation and manufacturing Fulton facility. Minimizing Expenses and Optimizing Efficiency Gross margin rebound in Q4. Rebound in wholesale driven by introduction of Cookies and Gage. ● PA Remains Key Strategic Focus Area Encouraging signs on the regulatory front for adult use. Prepared to bring on capacity, leverage vertical scale, brands and capabilities to meet increased demand in an expected adult-use market. 4 TERRASCEND CSE: TER | OTCQX: TRSSF Allentown (Dispensary) Waterfall (Cultivation/Dispensary) Lancaster (Dispensary) 1. Source: September 2021, PCC Month in Review, Pennsylvania Cannabis Coalition 2. Source: 8th Edition, The State of the Legal Cannabis Markets, Arcview Market Research (Published May 5, 2020)) Stroudsburg (Dispensary) Bethlehem (Dispensary) Plymouth Meeting (Dispensary) Thorndale (Dispensary) p. 11#12Michigan 4Q'22 Highlights ● ● ● Market Leader ● ● Retail and Wholesale 17 operating retail locations. Pinnacle acquisition in Q3 drove growth in Q4. City of Detroit approved 8 Mile location for adult-use. Continuing to build branded wholesale capabilities. Evaluating multiple acquisition opportunities. ● Highly fragmented $2 billion market. Leading vertically integrated operation. "Iconic Orange" branded products. ● On Track for Positive EBITDA Took decisive actions to optimize operations, improve efficiencies and reduce our cost structure. 4 TERRASCEND CSE: TER | OTCQX: TRSSF Traverse City (Dispensary) Grand Rapids (Dispensary) Battle Creek (Dispensary) Harrison (Cultivation / Processing & Distribution) Kalamazoo (Dispensary) Cookies Cookies Ann Arbor (Dispensary) Kalamazoo (Dispensary) Adrian (Dispensary) 1. Source: 8th Edition, The State of the Legal Cannabis Markets, Arcview Market Research (Published May 5, 2020) Monitor (Cultivation/Processing) Lansing (Dispensary) Burton (Dispensary) Cookies Detroit (Dispensary) Warren (Cultivation) Ferndale (Dispensary) p. 12#13Canada Discontinuation of Canadian LP business Driving Consolidated EBITDA Improvements ● ● ● Building Listed for Sale ● Listed for sale 67,000 square foot facility in downtown Mississauga at CAD$23.4 million. ● Received multiple bids on the property. • Optimistic for a sale by mid-year. Focusing on Retail Business Will continue to focus on retail business with Cookies store in Toronto. 4 TERRASCEND CSE: TER | OTCQX: TRSSF p. 13#14MA Business Overview KEITH STAUFFER Chief Financial Officer TERRASCEND CSE: TER | OTCQX: TRSSF P.14#15Fourth Quarter and Full Year 2022 Financial Results Annual YoY growth driven by launch of adult use in New Jersey, Gage and Pinnacle Acquisitions Q4 Revenue FY Revenue (in millions, US$) (in millions, US$) $66.2 Q4 2021 4 TERRASCEND +4.2% QOQ +50% YOY $69.0 Q4 2022 $57M Retail $12M Wholesale CSE: TER | OTCQX: TRSSF $194.2 FY 2021 +28% YoY $247.8 FY 2022 $184M Retail $64M Wholesale p. 15#16Gross Profit and Adjusted Gross Profit Margin Fourth Quarter Gross Profit Margin: 44.6% Adj. Gross Margin: 45.3% New Jersey gross margin remained consistent and healthy versus previous quarters. ● ● Excluding Maryland start up expenses, Q4 adj. gross margin was 47.0%. 4 TERRASCEND CSE: TER | OTCQX: TRSSF Full Year Gross Profit Margin: 41.0% Adj. Gross Margin: 46.0% ● Reflects challenging environment in Pennsylvania and new state mix including Michigan. p. 16#17General & Administrative Expenses* Fourth Quarter General & Administrative Expenses: $33.6 M % of Revenue : 48.7% Excluding previously disclosed, non- recurring item ($10 M bad debt reserve), G&A slightly down sequentially and 34% of revenue. 4 TERRASCEND CSE: TER | OTCQX: TRSSF * Excluding stock-based compensation Full Year General & Administrative Expenses: $103 M versus $60 M in 2021 ● ● % of Revenue: 41.7% Reflects addition of Gage in Michigan ($40 M) and conversion to adult use in New Jersey. p. 17#18Adjusted EBITDA and GAAP Net Income/(Loss) Fourth Quarter Adj EBITDA: $12.2 M ● ● ● Adj. EBITDA Margin: 17.7% Excluding Maryland start up expenses, Q4 adj. EBITDA margin was 19.3%. Q4 GAAP net loss from continuing operations $2.0 million. Full Year Adj EBITDA: $38.8 M Adj. EBITDA Margin: 15.7% • Reflects competitive conditions and flattening of Pennsylvania medical market, partially offset by New Jersey adult use launch. 4 TERRASCEND CSE: TER | OTCQX: TRSSF ● GAAP Net loss from continuing operations for the full year 2022 was $299.4 million*. * Includes $311 million impairment of goodwill and intangibles related to Michigan reporting unit, as previously disclosed p. 18#19Balance Sheet Highlights ● ● Debt Reduction: $80 million = $10 million Savings Annually Cash Position at 12/31/22 of $26.2 million. Completed a $45.5 million debt financing with Pelorus Equity Group. Paid down $30 million of a $55 million term loan with Chicago Atlantic, refinancing the remaining $25 million balance. Also paid down $5 million of PA term loan in the quarter. Converted $90 million of Canopy Growth debt into equity at CAD $5.10/share. Reduced debt from $285 million at September 30, 2022 to $205 million as of December 31, 2022. TERRASCEND CSE: TER | OTCQX: TRSSF p. 19#20Positive Cash Flow and Cap Ex Strong sequential growth demonstrates focus on continuing to improve cash flow from operations Positive Cash Flow From Operations (in millions, US$) $1.5 Q3 2022 4 TERRASCEND CSE: TER | OTCQX: TRSSF $7.3 Q4 2022 Cash Flow and Cap Ex Highlights • Positive cash flow from operations totaled $7.3 million in Q4, up significantly from Q3. • Demonstrates focus on continuing to improve cash flow from operations. • Capital Expenditures: $14 million in Q4 related to Hagerstown, MD final payments. p.20#21TA Thank You TERRASCEND terrascend.com CSE: TER | OTCQX: TRSSF STATE FLOWER Net Wt. 0.123oz / 3.50 35 10mg X23 S THC 10mg GR#22Appendix - Reconciliation of Non-GAAP Measures The table below reconciles net loss to EBITDA and Adjusted EBITDA for the quarters ended December 31, 2022, September 30, 2022, and December 31, 2021. For the Three Months Ended September 30, 2022 For the Year Ended December 31, 2021 194,210 4 TERRASCEND Revenue, net Net loss Add (deduct) the impact of: Loss (income) from discontinued operations Provision for income taxes Finance expenses Amortization and depreciation EBITDA from continuing operations Add (deduct) the impact of: Relief of fair value upon acquisition Non-cash write downs of inventory Vape recall Share-based compensation Impairment of goodwill and intangible assets Impairment of property and equipment and loss on disposal of fixed assets Loss on lease termination and derecognition of ROU asset (Gain) loss from revaluation of contingent consideration Restructuring costs and executive severance Legal settlements Other one-time items Bad debt expense write offs in Michigan Loan modification fees Employee retention credits Gain on extinguishment of debt Gain on fair value of warrants and purchase option derivative asset December 31, 2021 CSE: TER | OTCQX: TRSSF $ Indemnification asset release Unrealized and realized gain on investments Unrealized and realized foreign exchange loss Adjusted EBITDA from continuing operations $ Adjusted EBITDA Margin from continuing operations 45,947 (5,927) 4,773 6,940 5,987 3,511 15,284 1,735 1,548 56 3,278 932 90 3,583 (14,189) 613 228 13,158 28.6% $ $ 66,243 (310,985) 10,424 (34,033) 10,093 6,560 (317,941) 415 2,705 331,242 (81) 36 427 1,311 (5,497) (234) 586 12,969 19.6% $ $ December 31, 2022 69,041 (12,522) $ 10,572 14,819 12,046 5,046 29,961 1,638 (20,158) 241 1,162 (1,250) 45 623 998 9,941 2,507 (9,440) (4,153) 32 (34) 99 12,212 17.7% $ 6,135 9,518 28,877 24,121 12,789 81,440 3,465 449 14,941 8,640 312 3,278 3,584 816 1,590 6,070 (57,904) 4,504 (6,192) 4,654 69,647 35.9% December 31, 2022 $ $ 247,829 (325,351) 25,949 (10,783) 39,059 22,624 (248,502) 2,770 5,894 2,965 12,162 311,084 1,089 1,162 (1,061) 472 623 5,207 9,941 2,507 (9,440) (4,153) (58,523) 3,973 (43) 712 38,839 15.7% p. 22#23Appendix - Reconciliation of Non-GAAP Measures The table below reconciles Gross Profit and Adjusted Gross Profit for the quarters ended December 31, 2022, September 30, 2022, and December 31, 2021. (in millions of U.S. Dollars) Revenue, net Gross profit Add the impact of: Relief of fair value of inventory upon acquisition Non-cash write downs of inventory Vape recall Other one-time adjustments to gross profit Adjusted Gross Profit Adjusted Gross Profit Margin % 4 TERRASCEND CSE: TER | OTCQX: TRSSF For the Three Months Ended September 30, 2022 December 31, 2021 45,947 22,551 1,735 24,286 52.9% 66,243 31,131 415 107 31,653 47.8% December 31, 2022 69,041 30,798 453 31,251 45.3% For the Year Ended December 31, December 31, 2021 2022 194,210 112,502 3,465 449 116,416 59.9% 247,829 101,504 2,770 5,894 2,965 798 113,931 46.0% P. 23