TerrAscend Corp

Investing in the Company's Common Shares involves a high degree of risk. In addition to the information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors described in Part I, Item 1.A. “Risk Factors” in the Company's Annual Report. The Company may disclose changes to risk factors or disclose additional factors from time to time in its future filings with the SEC. Additional risks and uncertainties not presently known to the Company or that the Company currently deems immaterial may impair its business operations. Except as set forth below, there have been no material changes to the risk factors previously disclosed in Part I, Item 1A “Risk Factors” in the Company's Annual Report.

The Company cannot guarantee that the share repurchase program will be fully consummated or that it will enhance long-term stockholder value. Share repurchases could also increase the volatility of the trading price of the Company’s Common Shares and could diminish our cash reserves.

While the Company’s board of directors authorized a share repurchase program, the program does not obligate the Company to repurchase any specific dollar amount or acquire any specific number of Common Shares. The actual timing and number of shares repurchased remains subject to a variety of factors, including share price, trading volume, market conditions, compliance with applicable legal requirements, and other general business considerations. The share repurchase program expires on August 21, 2025, and the

Company cannot guarantee that the share purchase program will be fully utilized or that it will enhance long-term stockholder value. The Company’s failure to repurchase Common Shares after announcing a share repurchase program may negatively impact the Company’s share price, reputation, and investor confidence.

Furthermore, the Company’s execution of the share repurchase program could affect the trading price of its Common Stock and increase volatility. The existence of a share repurchase program could cause the Company’s share price to be higher than it otherwise would be and could potentially reduce the market liquidity for the Company's shares. Although the Company's share repurchase program is intended to enhance long-term stockholder value, there is no assurance that it will do so because the market price of the Company’s Common Shares may decline below the levels at which it repurchases shares, and short-term shares price fluctuations could reduce the effectiveness of the program. Repurchasing Common Shares reduces the amount of cash the Company has available to fund working capital, capital expenditures, strategic acquisitions or investments, other business opportunities, and other general corporate projects, as well as to invest in securities to generate returns on the Company's cash balance. The Company also may fail to realize the anticipated long-term stockholder value of any share repurchase program.