TerrAscend Corp.
For the period ended Apr 28, 2025. Filed Apr 28, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 28, 2025 · Filed Apr 28, 2025
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Contents
GLOSSARY OF TERMS
The following terms used in this Circular have the following meanings:
| “Advance Notice Provision” | has the meaning ascribed thereto under the heading “General Proxy Matters – Shareholder Proposals and Director Nominations - Advance Notice Provision”. |
|---|---|
| “AIP” | has the meaning ascribed thereto under the heading “Compensation of Named Executive Officers”. |
| “Amendment Date” | has the meaning ascribed thereto under the heading “Matters to be Acted Upon at the Meeting – Proposal No. 3: Approval of the Option Amendment Resolution”. |
| “Amendment Service Requirement” | has the meaning ascribed thereto under the heading “Matters to be Acted Upon at the Meeting – Proposal No. 3: Approval of the Option Amendment Resolution”. |
| "Arbor" | means Arbor Pharmaceuticals. |
| "ASC Topic 718" | has the meaning ascribed thereto under the heading “Summary Compensation Table”. |
| “Audit Committee” | means the Audit Committee of the Board. |
| “Board” | means the board of directors of the Corporation. |
| "Borrowers" | has the meaning ascribed thereto under the heading “Interest of Informed Persons in Material Transactions”. |
| “Broadridge” | means Broadridge Investor Communications Corporation. |
| “Circular” | means this management information circular and proxy statement of the Corporation dated April 28, 2025. |
| "Code" | has the meaning ascribed thereto under the heading “Corporate Governance – Ethical Business Conduct”. |
| “Common Shares” | means the common shares of the Corporation. |
| “Compensation Committee” | means the compensation committee of the Board. |
| “Corporation” or “TerrAscend” | means TerrAscend Corp. |
| “CSE” | has the meaning ascribed thereto under the heading “Information Concerning the Corporation – General Information”. |
| “Director Nominees” | has the meaning ascribed thereto under the heading “Matters To Be Acted Upon At The Meeting – Proposal No. 1: Election of Directors”. |
| “Exchange Rate” | has the meaning ascribed thereto under the heading “Matters To Be Acted Upon At The Meeting – Proposal No. 2: Ratification of Re-Appointment of MNP as Auditor and Independent Registered Public Accounting Firm”. |
| “Exchangeable Shares” | has the meaning ascribed thereto under the heading “Information Concerning The Corporation - Voting Securities and Principal Holders of Voting Securities”. |
|---|---|
| "FASB" | means the Financial Accounting Standards Board. |
| "FG Loan" | has the meaning ascribed thereto under the heading “Interest of Informed Persons in Material Transactions”. |
| "Gefen A&R Agreement" | has the meaning ascribed thereto under the heading “Executive Compensation – Employment, Consulting and Management Agreements”. |
| "Ghanem A&R Agreement" | has the meaning ascribed thereto under the heading “Executive Compensation – Employment, Consulting and Management Agreements”. |
| “Grant Date” | has the meaning ascribed thereto under the heading “Executive Compensation – Stock Option Plan and RSU Plan”. |
| "Insider Option Amendments" | has the meaning ascribed thereto under the heading “Matters to be Acted Upon at the Meeting – Proposal No. 3: Approval of the Option Amendment Resolution”. |
| "Insider Trading Policy" | has the meaning ascribed thereto under the heading “Insider Trading Arrangements and Policies”. |
| “Intermediary” | has the meaning ascribed thereto under the heading “General Proxy Matters – Non-Registered Shareholders”. |
| "LTI" | has the meaning ascribed thereto under the heading “Executive Compensation – Employment, Consulting and Management Agreements”. |
| “Market Price” | has the meaning ascribed thereto under the heading “Matters to be Acted Upon at the Meeting – Proposal No. 3: Approval of the Option Amendment Resolution”. |
| “Meeting” | has the meaning ascribed thereto under the heading “Notice Of Annual Meeting Of Shareholders Of TerrAscend Corp. To Be Held On June 24, 2025”. |
| “MNP” | has the meaning ascribed thereto under the heading “Matters To Be Acted Upon At The Meeting – Proposal No. 2: Ratification of Re-Appointment of MNP as Auditor and Independent Registered Public Accounting Firm”. |
| “MNPI” | has the meaning ascribed thereto under the heading “Policies and Practices Related to the Grant of Certain Equity Awards”. |
| “Named Executive Officers” or “NEOs” | has the meaning ascribed thereto under the heading “Executive Compensation”. |
| “Nominating and Corporate Governance Committee" or “NCGC” | means the Nominating and Corporate Governance Committee of the Board. |
| “NI 52-110” | has the meaning ascribed thereto under the heading |
| “Corporate Governance – Board of Directors”. | |
| “NI 54-101” | has the meaning ascribed thereto under the heading “General Proxy Matters – Solicitation of Proxies”. |
|---|---|
| “Non-Registered Shareholder” | has the meaning ascribed thereto under the heading “General Proxy Matters – Non-Registered Shareholders”. |
| “Notice of Meeting” | means the 2025 Notice of Annual Meeting of Shareholders of the Corporation. |
| “OBCA” | means the Business Corporations Act (Ontario). |
| “Odyssey” | means Odyssey Trust Company. |
| “Option Amendment Resolution” | has the meaning ascribed thereto under the heading “Matters to be Acted Upon at the Meeting – Proposal No. 3: Approval of the Option Amendment Resolution”. |
| “Options” | means stock options to purchase Common Shares issued pursuant to the Stock Option Plan. |
| “Ordinary Resolution” | has the meaning ascribed thereto under the heading “General Proxy Matters – Voting Thresholds Required for Approval”. |
| “Participants” or “Participant” | has the meaning ascribed thereto under the heading “Stock Option Plan and RSU Plan”. |
| “PCAOB” | means the Public Company Accounting Oversight Board. |
| “Preferred Shares” | has the meaning ascribed thereto under the heading “Information Concerning The Corporation – Voting Securities and Principal Holders of Voting Securities”. |
| “Proportionate Voting Shares” | has the meaning ascribed thereto under the heading “Information Concerning The Corporation – Voting Securities and Principal Holders of Voting Securities”. |
| "Proposal No. 2" | has the meaning ascribed thereto under the heading “General Proxy Matters – Voting Thresholds Required for Approval”. |
| “Record Date” | has the meaning ascribed thereto under the heading “Notice Of Annual Meeting Of Shareholders Of TerrAscend Corp. To Be Held On June 24, 2025”. |
| "RSUs" | means restricted share units issued pursuant to the RSU Plan. |
| “RSU Plan” | means the RSU Plan of the Corporation. |
| “SEC” | means the United States Securities and Exchange Commission. |
| “SEDAR+” | means the System for Electronic Document Analysis and Retrieval +. |
| "Severance Pay" | has the meaning ascribed thereto under the heading “Executive Compensation – Employment, Consulting and Management Agreements”. |
| “Shareholders” | means the holders of Common Shares of the Corporation. |
|---|---|
| "Stauffer A&R Agreement" | has the meaning ascribed thereto under the heading “Executive Compensation – Employment, Consulting and Management Agreements”. |
| “Stock Option Plan” | means the Stock Option Plan of the Corporation. |
| “Subject Insiders” | has the meaning ascribed thereto under the heading “Matters to be Acted Upon at the Meeting – Proposal No. 3: Approval of the Option Amendment Resolution”. |
| "TerrAscend USA" | means TerrAscend USA, Inc. |
| “Third Party Proxyholder” | has the meaning ascribed thereto under the heading “General Proxy Matters – Virtual Meeting Protocols: Registering a Proxyholder to Attend the Meeting”. |
| “TSX” | means the Toronto Stock Exchange. |
| "Veloxis" | has the meaning ascribed thereto under the heading “Matters To Be Acted Upon At The Meeting – Proposal No. 1: Election of Directors”. |
| “Voting Instruction Form” | has the meaning ascribed thereto under the heading “General Proxy Matters – Non-Registered Shareholders”. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.