#1TA TERRASCEND 2023 First Quarter Financial Results May 11, 2023 terrascend.com CSE: TER | OTCQX: TRSSF STATE FLOWER Net Wt. 0.123oz / 3.50 833 10mg X23 THC Omg S THC 10mg GR#2TA Executive Leadership SPEAKERS Jason Wild Executive Chairman TERRASCEND CSE: TER | OTCQX: TRSSF Ziad Ghanem Chief Executive 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#5Q1 2023 Financial Highlights S $69.4 M Net Revenue ✩ 43% !!! YOY Revenue Growth !!! 6th Consecutive Quarter of Sequential Revenue Growth 4 TERRASCEND CSE: TER | OTCQX: TRSSF 48.8% Q1 2023 Gross Profit Margin ✩ +420 !! Basis Point Improvement Sequentially $8.4 M Cash Flow from Operations (3rd Consecutive Quarter) $5.9 M Free Cash Flow 1 $33 M $ Cash and Cash Equivalents (as compared to $26 M as of 12/31/22) P. 5#6Looking Ahead Sales Momentum • Top 3 Player in New Jersey Retail presence High quality product Popular brands ● ● ● Exciting adult-use prospects Maryland Pennsylvania ● ● 4 TERRASCEND CSE: TER | OTCQX: TRSSF M&A Opportunities Increasing number of attractive ● ● opportunities 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 Progress continues towards Toronto Stock Exchange listing Greater accessibility to a broader group of institutional and retail investors TSX up-listing could provide a considerable advantage during M&A discussions SAFE Banking P.6#7MA Business Overview ZIAD GHANEM Chief Executive Officer TERRASCEND CSE: TER | OTCQX: TRSSF p.7#8New Jersey 1Q'23 Highlights ● ● ● Continued Strength ● ● Top 3 Operator ● ● ● Room for Further Growth ● Continue to see strong sales and margin performance. Strategically allocating production between retail and wholesale channels. ● ● According to BDSA data, capturing significant market share in New Jersey as a top 3 operator in the state. Strong margins continued to improve in Q1. Leveraging own brands and partner's brands. Over-indexing in flower, vapes, concentrates. Gained 4 points of market share in pre rolls in the quarter, further room for growth in edibles with Wana launch. On schedule and on budget for further cultivation expansion at Boonton facility. 4 TERRASCEND CSE: TER | OTCQX: TRSSF Boonton (Cultivation/Processing) Lodi (Dispensary) Maplewood (Dispensary) Phillipsburg (Dispensary) p. 8#9Maryland 1Q'23 Highlights ● ● ● Strong Sequential Growth ● ● ● Vertical Integration Plan on Track Fully operational with cultivation and manufacturing at new Hagerstown facility. ● ● ● Q1 sales nearly tripled sequentially (off small base). Early harvests yielded quality levels comparable to other states. Margins improved materially after absorbing full cycle of harvesting. ● Closed on the acquisition of Allegany Medical dispensary (AMMD) in January. Actively evaluating other M&A opportunities for further vertical integration and retail expansion. Adult Use July 1, 2023 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. 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) 144 p. 9#10Pennsylvania 1Q'23 Highlights ● ● PA Remains Key Strategic Focus Area Current medical market size of over $1.2 billion. ● ● ● Regulatory path towards adult use continues to progress steadily. ● Continue to minimize expenses and optimize efficiency of existing operation. Retail and Wholesale Prepared to bring on capacity, leverage vertical scale, brands and capabilities to meet increased demand in an expected adult-use market. 6 dispensaries, retail and wholesale sales were stable sequentially. Fully built-out at large-scale cultivation and manufacturing facility. 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. 10#11Michigan 1Q'23 Highlights ● ● Driving Market Share and Profitability Revenue stable quarter over quarter. Effective brand strategy yielding premium pricing. Increased quarter over quarter gross margin. ● ● ● Retail and Wholesale ● ● ● • Confident in Path to Positive EBITDA Fully operational extraction lab poised to add form factors and a broad array of products. Confident in path to positive EBITDA in second half of 2023. ● Opened Lemonade Centerline retail location. 18 operating retail locations. 19th store expected to open this month in Oxford. Increased Company vs. 3rd party brands in dispensaries. Evaluating healthy pipeline of M&A opportunities. ● 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. 11#12MA Business Overview KEITH STAUFFER Chief Financial Officer TERRASCEND CSE: TER | OTCQX: TRSSF p. 12#13First Quarter 2023 Financial Results YoY growth driven by launch of adult use in New Jersey along with Gage and Pinnacle Acquisitions Net Revenue (in millions, US$) +43% YoY $48.6 $69.0 Q1 2022 Q4 2022 $57.0M Retail $25.7M Retail $22.9M Wholesale $12.0M Wholesale TERRASCEND CSE: TER | OTCQX: TRSSF $69.4 Q1 2023 $55.4M Retail $14.0M Wholesale First Quarter 2023 Highlights • Revenue: $69.4M versus $48.6M in Q1 2022 Positive growth sequentially and 43% year-over-year • Driven by adult use in NJ and the additions of Gage and Pinnacle in MI, and AMMD in MD. ● p. 13#14Gross Profit Margin 32.1% Q1 2022 4 TERRASCEND Gross Profit Margin 44.6% Q4 2022 CSE: TER | OTCQX: TRSSF +420bps QoQ 48.8% Q1 2023 First Quarter 2023 Highlights • Gross Profit Margin: 48.8% versus 44.6% in Q4 2022 and 32.1% in Q1 2022 Impressive sequential improvement driven by increased yields, optimization of mix and better utilization of capacity in NJ, MI and MD p. 14#15General & Administrative Expenses* % Rev $18.1 Q1 2022 37.2% 4 TERRASCEND G&A (in millions, US$) $33.6 $23.7* Q4 2022 48.7% CSE: TER | OTCQX: TRSSF $26.0 $24.1** Q1 2023 37.6% First Quarter Highlights • General & Administrative Expenses: $26.0M versus $33.6M in Q4 2022 • % of Revenue : 37.6% versus 48.7% of revenue, in Q4 2022 Sequential decline mainly due to a previously disclosed one-time bad debt expense of $9.9M recorded in Q4 2022 * Excluding one-time items, operating expenses up slightly quarter over quarter, primarily driven by acquisition of AMMD • Stock based compensation was $1.7M in Q1 versus $1.6M in the previous quarter Excluding stock-based compensation and Amortization and Depreciation ** Excluding one time items p.15#16GAAP Net Income/(Loss) and Adjusted EBITDA* $2.0 Q1 2022 GAAP Net Loss from continuing operations (in millions, US$) 4 TERRASCEND $13.8 Q4 2022 $19.2 Q1 2023 CSE: TER | OTCQX: TRSSF * $4.9 Q1 2022 % Rev 10.1% Adj EBITDA* (in millions, US$) $12.2 Q4 2022 17.7% $12.2 Q1 2023 17.6% Adj EBITDA is a non-GAAP financial measure. Please refer to disclaimer on slide 3 and Reconciliation of Non-GAAP Measures in appendix. First Quarter 2023 Highlights GAAP Net loss from continuing operations: $19.2M versus net loss of $2.0M in Q4 2022 ● ● ● Sequential increase in net loss of $17M primarily relates to $21M reversal of goodwill and intangibles impairments in Q4 2022, related to finalization of purchase accounting for the Gage acquisition Adj EBITDA: $12.2M, flat sequentially and versus $4.9M in Q1 2022 Adj. EBITDA Margin: 17.6% versus 17.7% in Q4 2022 and 10.1% in Q1 2022 p. 16#17Cash Flow Strong sequential growth highlights continued focus on improving cash flow from operations Cash Flow From Operations (in millions, US$) $1.5 Q3 2022 4 TERRASCEND $7.3 Q4 2022 CSE: TER | OTCQX: TRSSF $8.4 Q1 2023 Cash Flow and Cap Ex Highlights • Cash flow from operations of $8.4M in Q1, up from $7.3M in Q4 • Capital Expenditures: $2.5M mainly related to store openings in Michigan • Free cashflow for Q1 was $5.9M Lower interest payments in Q1; Accrued taxes for current period of $7.6M; No tax payments in period ● p. 17#18Cash Position $26.2 Q4 2022 4 TERRASCEND Cash Position (in millions, US$) $32.9 Q1 2023 CSE: TER | OTCQX: TRSSF Highlights Cash Position at 3/31/23 of $32.9M, compared to $26.2M at 12/31/22 Positive free cash flow of $5.9M drove increase in cash balance $12.8M received related to ERC credits $9.6M paid to acquire AMMD dispensary in Maryland p. 18#19TA Thank You TERRASCEND terrascend.com CSE: TER | OTCQX: TRSSF STATE FLOWER Net Wt. 0.123oz / 3.50 833 10mg X23 THC Omg S THC 10mg GR#20- Appendix - Reconciliation of Non-GAAP Measures The table below reconciles net loss to EBITDA from continuing operations and Adjusted EBITDA from continuing operations for the quarters ended March 31, 2023, December 31, 2022, and March 31, 2022. 4 TERRASCEND (in thousands of U.S. Dollars) Revenue, net Net loss Net Loss Margin % Loss from discontinued operations Loss from continuing operations Add (deduct) the impact of: Provision for income taxes Finance expenses Amortization and depreciation EBITDA from continuing operations Add (deduct) the impact of: Relief of fair value upon acquisition Vape recall Share-based compensation Impairment of goodwill and intangible assets nt of property and equipment and loss on disposal of fixed assets Loss on lease termination and derecognition of ROU asset Loss (gain) from revaluation of contingent consideration Restructuring and executive severance Legal settlements Other one-time items Bad debt expense write offs in Michigan Loan modification fees Employee Retention Credits Transfer Fee Gain on extinguishment of debt (Gain) loss on fair value of warrants and purchase option derivative ass Indemnification asset release Unrealized and realized loss on investments Unrealized and realized foreign exchange loss (gain) Adjusted EBITDA from continuing operations Adjusted EBITDA Margin from continuing operations CSE: TER | OTCQX: TRSSF For the Three Months Ended March 31, 2023 December 31, 2022 March 31, 2022 69,398 69,041 48,585 $ (22,769) -32.8% 3,591 (19,178) 12,664 7,875 4,771 6,132 1,713 334 205 1,358 2,235 (437) 699 (31) 12,208 17.6% $ (12,522) -18.1% 10,572 (1,950) 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% $ $ (16,006) -32.9% 2,256 (13,750) 3,743 6,605 4,525 1,123 1,806 1,894 3,356 119 1,974 (5,713) (25) 356 4,890 10.1% p.20#21Appendix - Reconciliation of Non-GAAP Measures The table below reconciles Gross Profit and Adjusted Gross Profit for the quarters ended March 31, 2023, December 31, 2022, and March 31, 2022. (in thousands 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 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 March 31, 2023 December 31, 2022 69.398 69,041 33,900 94 33,994 49.0% 30.798 453 31,251 45.3% March 31, 2022 48,585 15,624 1,806 1,894 238 19,562 40.3% p. 21