TerrAscend Corp.

The Corporation recognizes that the issuance of Options pursuant to the Stock Option Plan (the "Stock Option Plan") is a critical element of the Corporation’s compensation philosophy and goals, as discussed in further detail under the heading “Executive Compensation”. Consistent with the Board's intended modification of non-insider stock options, the Board has determined that adverse changes in the market price of the Common Shares since the below-listed Options were granted could materially interfere with the Corporation’s efforts and ability to retain the services of the Subject Insiders. The Board has further determined that it is in the best interests of the Corporation to approve the Insider Option Amendments (as defined below) to be more in line with the market price of the Common Shares and with a view to motivating the achievement of the Corporation’s long-term strategic objectives and thereby better aligning the interests of Subject Insiders with those of the Shareholders more generally. The Options being considered for the modification were granted between April 24, 2019, and November 20, 2024, and have exercise prices ranging from $0.86 to $10.79 per share. On April 24, 2025, the closing price of the Corporation's Common Shares as reported on the TSX was C$0.46 per share and on the OTCQX was $0.33 per share. The Insider Option Amendments (as defined below) were unanimously approved by the Board on April 15, 2025, subject to approval of disinterested Shareholders and the TSX. The Corporation’s Options are a key component of overall compensation for its directors and officers, and are intended to provide long-term rewards linked directly to the market price of the Common Shares. The Board’s decision to modify the Options was taken as existing exercise prices of the Options did not achieve this alignment given that the broader cannabis capital markets have been susceptible to market volatility and steep decline. On April 15, 2025, the Corporation received conditional approval from the TSX to effect the Insider Option Amendments.

At the Meeting, disinterested Shareholders will be asked to consider and, if deemed advisable, to approve, with or without variation, an Ordinary Resolution approving the modification of Options as set out in the table below (the “Option Amendment Resolution”) held by the insiders of the Corporation as set out in the table below (the “Subject Insiders”), such that, conditional on such Subject Insiders continuing to perform their duties on behalf of the Corporation for a period of at least 12 months (the “Amendment Service Requirement”) from June 24, 2025 (the “Amendment Date”), the original exercise price of such Options held by the Subject Insiders will be modified, as further described herein and as further set out in the table below (the “Insider Option Amendments”). Upon a Subject Insider’s fulfillment of the Amendment Service Requirement, the original exercise price of the Options held by such Subject Insider will automatically be modified to an exercise price that is equal to the volume weighted average trading price of the Common Shares on the TSX for the five trading days immediately preceding the Amendment Date (the “Market Price”). In the event that a Subject Insider does not fulfill the Amendment Service Requirement, the original exercise price of the Options held by such Subject Insider will remain in effect and unmodified. All other terms and conditions relating to the Options held by the Subject Insiders will remain unmodified, and Shareholders are being asked to approve the modification of the Options in the manner set forth in the table below:

It is proposed that a total of 3,706,250 Options held by the Subject Insiders be amended as described above, which represents approximately 1.26% of the Corporation’s issued and outstanding Common Shares as of the Record Date.

In accordance with the terms of the Stock Option Plan and the TSX rules, to be effective, the Option Amendment Resolution must be approved by a simple majority of the votes cast by Shareholders at the Meeting, excluding the votes attaching to the Common Shares held or beneficially owned by the Subject Insiders, and their respective associates and affiliates. As of the Record Date, the Subject Insiders and their respective associates and affiliates hold 92,225,055 Common Shares (or approximately 31.48% of the issued and outstanding Common Shares as of the Record Date), which, as required by the rules of the TSX, will be excluded from voting on the Option Amendment Resolution.

The Board recommends that Shareholders vote FOR the Option Amendment Resolution. Common Shares represented by proxies in favor of the person designated on the form of proxy will be voted FOR the Option Amendment Resolution, unless a Shareholder has specified in the form of proxy that his, her or its Common Shares are to be voted against the Option Amendment Resolution.

The text of the Option Amendment Resolution to be submitted to Shareholders at the Meeting is set forth below: