#1MA TA TERRASCEND INVESTOR PRESENTATION March 2023 terrascend.com (CSE: TER | OTCQX: TRSSF) (CSE: TER | OTCQX: TRSSF) STATE FLOWER Net Wt. 0.123oz / 3.50 40mg 52 $ THC Orang THC 10mg p.1#2MA Disclaimer 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 opening 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. (CSE: TER | OTCQX: TRSSF) p.2#3MA Company Overview TERRASCEND CSE: TER | OTCQX: TRSSF) P.3#4Company Journey MA |||| JW ASSET MANAGEMENT CANOPY GROWTH 2017 Founded CORPORATION Initial investment in TerrAscend of $52.5M 2017 December Incorporated Q1 Publicly Listed May 2017 (CSE: TER) Launched as Canadian LP Pivoted operations to the US Market 2018 October 2018 December (CSE: TER | OTCQX: TRSSF) Awarded NJ Vertically Integrated License NJ CA Acquired APOTHECARIUM 2019 June 2019 September Acquired ILERA Canopy Growth financing $60M A Opened 2nd and 3rd PA dispensaries Opened 4th California dispensary in Berkeley 2020 March - July HEALTHCARE 2020 Q4 Dec. 2020: Closed $140M of debt financing Jan. 2021: Raised $175M in non- brokered private placement 2020/21 Dec/January First of 3 Apothecarium dispensaries opened in NJ along with processing and cultivation facility Opened 5th California dispensary in Capitola 2021 Q4 Announced 2021 results: $210.4M Revenue, $65.6M Adj. EBITDA (31.2% margin), $79.6M cash on balance sheet 2021 April/May Opened 2nd NJ Apothecarium in Maplewood Acquired KCR PA (3 operating dispensaries) Acquired HMS Grower / Processor in Maryland MD April-Aug- Oct July 2022 NJ begins adult- use sales on April 21, 2022 Opened 3rd New Jersey dispensary in Lodi in July March 2022 Completed Acquisition of Gage Cannabis 2022 Launched The Apothecarium Mobile App on the Apple App Store Completed Pinnacle Acquisition for 5 operating dispensaries in Michigan Introduced Gage and Cookies brands in Pennsylvania GAGE CANNABIS CO Closed $45.5M non-brokered senior secured term loan Dec 2022 Entered into arrangement with Canopy USA, converting CAD$125.5M in debt to equity at ~100% premium to prevailing price Completed amendment to Pennsylvania Loan, bringing cumulative debt reduction to $160M with total annual interest savings of $15MP.4#5TA Our Business A leading, vertically-integrated, North American Operator P 2017 Year Founded ~1,200 Total employees 5 U.S. States 10 Canada Retail (CSE: TER | OTCQX: TRSSF) OOOO 32 Operating Dispensaries 10 Premium Brands Broad Wholesale Distribution 7 U.S. Cultivation & Production Facilities ✩ 28% !! YoY Annual Revenue Growth 1 $248 M FY 2022 Net Revenue $ 46% 2022 Adj. Gross Margin 15.7% 2022 Adjusted EBITDA Margin % p. 5#6TA Company Strategy @ Delight our customers with great brands & outstanding retail experience (CSE: TER | OTCQX: TRSSF) q Depth & Scale in Attractive Limited License States Vertical Integration to Maximize Quality & Profitability 0:0¡0 ណណណ Operational Excellence & Financial Discipline a som Focused on Expanding Digital & Data Capabilities p. 6#7MA Business Overview TERRASCEND CSE: TER | OTCQX: TRSSF) P.7#8A Operations in 5 Highly Attractive U.S. Markets MICHIGAN PENNSYLVANIA CALIFORNIA Population 39.5 Million Super Premium Flower & 5 Retail Dispensaries (CSE: TER | OTCQX: TRSSF) 1. Source: Based on Total of Individual State Estimates in Following Slides Population 9.9 Million NEW JERSEY Population 8.9 Million Industry Leading Retail and Exclusive Brand Partnerships 1 of 7 Adult-Use Operators Top 3 Player - Scaled Vertical Operation with 3 Operational Adult-Use Dispensaries Population 12.8 Million Scaled Vertical Operation MARYLAND Population 6.2 Million Operationalized new cultivation and manufacturing facility in Hagerstown and purchased dispensary ahead of adult-use in summer of 2023. p. 8#9TA New Jersey Market Details: Population: 6.76 Million (21+ Adult Population) Adult Use (Began 4/21/22) $900 Million Run-Rate¹ $2.5 Billion/year - 2025¹ Type: Size¹: TerrAscend Operations: • Adult Use sales implemented on April 21, 2022 ● 3 Adult Use operational dispensaries ● ● ● 16-acre site with 140K Sq Ft Cultivation & Processing facility with the ability to expand up to ~240K Sq Ft Kind Tree branded flower represents 3 of the top 10 SKUS in NJ Gage and Cookies other top brands 1. Source: BDSA Retail Sales Tracking Q2 2022 (CSE: TER | OTCQX: TRSSF) Boonton (Cultivation/Processing) Lodi (Dispensary) Maplewood (Dispensary) Phillipsburg (Dispensary) p. 9#10Maryland Market Details: Population: Type: Size¹: TerrAscend Operations: Hagerstown facility fully operational with cultivation and manufacturing ● ● 6.3 Million Medical (AU approved on November 8, 2022) $600 Million/year - Current¹ $800 Million/year - 2025¹ ● Broad wholesale distribution capability Closed on the acquisition of Allegany Medical dispensary (AMMD) Actively evaluating M&A opportunities for vertical integration and retail expansion Adult use approval on Nov. 8th - preparing to go to market with full complement of brands, products and formats TA 1. Source: 8th Edition, The State of the Legal Cannabis Markets, Arcview Market Research (Published May 5, 2020) (CSE: TER | OTCQX: TRSSF) AMMD (Dispensary) Hagerstown (Cultivation/Processing) p. 10#11SA Pennsylvania Market Details: Population: Type: Size: ● TerrAscend Operations: ● 1 of 5 originally permitted vertically integrated cannabis cultivator, processor, and dispensary operators State-of-the-art ~150K Sq Ft cultivation facility Broad wholesale distribution across PA dispensaries ● 6 operating retail locations comprised of 3 Apothecarium and 3 KCR dispensaries ● ● 12.8 Million Medical $1.2 Billion/year - Current¹ $3.9 Billion/year - 2025² ● Over 35 cannabis strains, 40+ Product SKU's in market and 23+ New Products under development Leading brands include: Cookies, Gage, Kind Tree, Prism, and llera (CSE: TER | OTCQX: TRSSF) 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) Allentown (Dispensary) Waterfall (Cultivation/Processing) Lancaster (Dispensary) Stroudsburg (Dispensary) Bethlehem (Dispensary) Plymouth Meeting (Dispensary) Thorndale (Dispensary) TI p. 11#12TA Michigan Market Details: Population: Type: Size: TerrAscend Operations: Acquired Gage Growth Corp. in March 2022 9.9 million Adult-Use $2.0 Billion/year - Current¹ $2.5 Billion/year - 2025¹ • 3 cultivation and processing facilities as well as 9 contract grow agreements ● ● 17 operating retail locations with 2 additional locations planned in early 2023 Closed on acquisition of KISA Enterprises MI, LLC and KISA Holdings, LLC ("Pinnacle") consisting of 6 licenses 5 of which are operating dispensaries Continuing to build branded wholesale business (CSE: TER | OTCQX: TRSSF) 1. Source: 8th Edition, The State of the Legal Cannabis Markets, Arcview Market Research (Published May 5, 2020) Traverse City (Dispensary) Grand Rapids (Dispensary) Battle Creek. (Dispensary) Kalamazoo- (Dispensary) Harrison (Cultivation / Processing & Distribution) Monitor (Cultivation/Processing) Lansing (Dispensary) Burton (Dispensary) Cookies Detroit (Dispensary) Cookies Cookies Ann Arbor Kalamazoo (Dispensary) (Dispensary) Adrian (Dispensary) Warren (Cultivation) Ferndale (Dispensary) p. 12#13TA California Market Details: Population: Type: Size¹: TerrAscend Operations: Focused on San Francisco / Bay Area with 5 Retail Dispensaries Open State Flower 20K Sq Ft Cultivation facility 110+ Dispensaries with our Brands Valhalla Edibles Products Production ● ● 39.5 million Medical/Adult-use $4.3 Billion/year - Current¹ $5.7 Billion/year - 2025¹ ● 1. Source: 8th Edition, The State of the Legal Cannabis Markets, Arcview Market Research (Published May 5, 2020) (CSE: TER | OTCQX: TRSSF) Marina (Dispensary) Soma (Dispensary) Castro (Dispensary) Valhalla (Edibles Manufacturing) Berkeley (Dispensary) State Flower (Cultivation) Capitola (Dispensary) P. 13#14Expanding Portfolio of Brands Across TerrAscend's North American Footprint Cookies ILERA TA LEGEND HEALTHCARE 1. Cookies exclusively licensed in MI and NJ. (CSE: TER | OTCQX: TRSSF) Funky Original CBD EXTRACTS GAGE CANNABIS CO PRISM CONCENTRATES Original HAVENST. PREMIUM CANNABIS STATE FLOWER ste KIND TREE wwww THC sk KING TREE KIND TREE MALHALLA 1 •VALHALLA. TERA HEALTHEA KIND TREE MAS PRE-ROLLS SOOTHE TOPICAL CANNABIS 10m Funky Farms END EXTRACTE WATERMELO CBD GUMMIE REMUN ADF GE GAGE GAGE EMON ee GAGE Funky Farms GRAPE BD GUMMIES TE WER ISM CONTRATES COLL TS KIND TREE PRISM CONCENTRATES NOUSTALAR 1 p.14#15A Elevated Retail Experiences 32 dispensaries across 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 (CSE: TER | OTCQX: TRSSF) 2 APOTHECARIUM Tyki APOTHECARIUM JAN FRANCISCO 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 GAGE CANNABIS CO WER OPLE FLOWER TO THE PEOPLE FLOWER TO THE PEOPLE TO TH PEOPL FLOWER Flagship Castro store in San Francisco named the best designed dispensary in the country by Architectural Digest² 11 M ARCHITECTURAL DIGEST AD do star power m&kanye's minimalist masterpiece in LA caron paul at home in idaho the new deans of american design p.15#16Cookies C Seme Cookies THE PLUTS TETT EDEDE Cookies 212 THI VENT2 2 2 2 7 Tube C OFF wir C Cookies TerrAscend + Cookies Bringing New Jersey, Michigan, Pennsylvania, and Toronto access to Cookies branded products#17MA Financial Overview TERRASCEND CSE: TER | OTCQX: TRSSF) p. 17#18Fourth Quarter and Full Year 2022 Financial Results Annual Yo Y 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 7 P.18#19Gross 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.19#20General & 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 ● w • % of Revenue: 41.7% ● • Reflects addition of Gage in Michigan ($40 M) and conversion to adult use in New Jersey. p. 20#21Adjusted 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. 4 TERRASCEND 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. 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. 21#22Balance 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 $205 million as of December 31, 2022. 4 TERRASCEND CSE: TER | OTCQX: TRSSF) p. 22#23Positive Cash Flow and Cap Ex Strong sequential growth demonstrates focus on continuing to improve cash flow from operations Positive Cash Flow From Operations (in millions, US$) $1.5 Q3 2022 TERRASCEND CSE: TER | OTCQX: TRSSF) $7.3 Q4 2022 w 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.23#24A Experienced Executive Leadership Team Executive Leadership Team Jason Wild Executive Chairman I (CSE: TER | OTCQX: TRSSF) JW ASSET MANAGEMENT Lynn Gefen Chief Legal Officer HomeServe earbor PHARMACEUTICALS. INC. Holland & Knight CITRIX® Ziad Ghanem President & Chief Operating Officer Parallel Walgreens David Wheeler SVP, Chief Information Officer THE Coca-Cola COMPANY Keith Stauffer Chief Financial Officer COTY (DELL P&G HERSHEY'S Jeroen De Beijer Chief of People and Culture Officer Refresco delta lloyd p.24#25TA Our Focus ☆☆☆☆ Happy Customers (CSE: TER | OTCQX: TRSSF) ✰✰✰ World-class Talent Strong Core Values g Financial Discipline 000 Data & Technology p. 25#26Thank You March 2023 | Terrascend.com (CSE: TER | OTCQX: TRSSF)#27TA Share Count Detail Fully Diluted Shares Outstanding* (As of March 15, 2023) Common Shares Preferred Shares (as converted) Exchangeable Non-voting Shares Total Basic Shares Outstanding Warrants and Options Total Shares Outstanding (Fully-Diluted) * Includes recently completed conversion of Debt to Equity with Canopy USA (CSE: TER | OTCQX: TRSSF) Total Shares (in Millions) 273 13 64 350 66 417 p. 27#28Appendix - 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, December 31, 2021 2022 66,243 194,210 (310,985) $ 10,424 (34,033) 10,093 6,560 (317,941) 6,135 9,518 28,877 24,121 12,789 81,440 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% $ $ 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% $ 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% $ $ 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.28#29Appendix - 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.29