TerrAscend Corp

The Common Shares were traded on the CSE, under the ticker symbol “TER,” from May 3, 2017 until July 4, 2023, when TerrAscend commenced trading of its Common Shares on the TSX under the ticker symbol “TSND”. On October 22, 2018, TerrAscend’s Common Shares began trading on OTCQX under the ticker symbol “TRSSF,” which was changed to “TSNDF,” effective July 6, 2023. Any over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Shareholders

The Company had 443 shareholders of record as of March 14, 2024. This does not include shares held in the name of a broker, bank or other nominees (typically referred to as being held in “street name”).

The Company has not declared any dividends or made any distributions. Furthermore, the Company has no current intention to declare dividends on its Common Shares in the foreseeable future. Any decision to pay dividends on its Common Shares in the future will be at the discretion of the Board of Directors and will depend on, among other things, the Company’s results of operations, current and anticipated cash requirements and surplus, financial condition, any future contractual restrictions and financing agreement covenants, solvency tests imposed by corporate law and other factors that the Board of Directors may deem relevant.

Stock Performance Graph

The following shall not be deemed incorporated by reference into any of the Company's other filings under the Exchange Act, except to the extent the Company specifically incorporates it by reference into such filings.

The following compares he cumulative total return for an investment of $100 in TerrAscend's Common Shares, Russell 2000 Index and a selected peer group of companies for the five years ended December 31, 2023. The comparison assumes all dividends have been reinvested (if any). Effective July 4, 2023, the Company commenced trading its Common Shares on the TSX, under the ticker symbol "TSND".

The comparisons in this graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance of the Common Shares.

The following specific companies were included in the peer group:

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Green Thumb Industries Inc.

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Curaleaf Holdings, Inc.

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Trulieve, Inc.

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Cresco Labs Inc.

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Verano Holdings Corp.

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Jushi Holdings Inc.

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AYR Wellness Inc.

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Ascend Wellness Holdings, Inc.

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The Cannabist Company Holdings Inc.

Recent Sales of Unregistered Securities

The following information represents securities sold by the Company during the fiscal year ended December 31, 2023, which were not registered under the Securities Act. Included are new issues, securities issued in exchange for property, services or other securities, securities issued upon conversion from other Company share classes and new securities resulting from the modification of outstanding securities. The Company sold all of the securities listed below pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act, or Regulation D or Regulation S promulgated thereunder.

During fiscal year ended December 31, 2023, 1,468,521 Common Shares were issued to holders of the 2023 RSUs (as defined below) upon settlement at fair value prices on the dates of issuance between $1.40 and $1.72 per share.

In 2023, 532,185 Common Shares were issued to an individual shareholder at price range between $1.28 and $1.60 per share as a result of a liability settlement.

Other Issuances

During the year ended December 31, 2023, 2,191,627 options to purchase Common Shares were granted to certain Company employees as additional compensation pursuant to TerrAscend's Stock Option Plan at various exercise prices between $1.13 and $2.06 per share. These options vest annually over a period of four years.

During the year ended December 31, 2023, 2,387,275 RSUs (“2023 RSU”) were granted to various employees and members of the board of directors as compensation pursuant to TerrAscend’s RSU Plan at grant prices between $1.40 and $1.72 per share. Each 2023 RSU entitles the holder to receive one Common Share. Of the RSUs issued, 602,183 vested immediately on the grant date, and 866,338 vested on December 31, 2023. The remainder vest annually over three to four years.

Use of Proceeds from Initial Public Offering of Common Shares

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

None.