TerrAscend Corp.

Other than as set out below and elsewhere in this Circular, to the best of the Corporation’s knowledge, no director or executive officer of the Corporation or persons or companies who directly or indirectly beneficially own, or exercise control or direction over, more than 10% of any class of the Corporation’s outstanding voting securities, nor any associate or affiliate of the foregoing persons, has or has had any material interest, direct or indirect, in any transaction since the commencement of the fiscal year ended December 31, 2024 or in any proposed transaction which has materially affected or will materially affect the Corporation.

On August 1, 2024, the Corporation and TerrAscend USA, Inc. ("TerrAscend USA") as guarantors, and each of WDB Holding CA, Inc., WDB Holding PA, Inc., Moose Curve Holdings, LLC, Hempaid, LLC and, pursuant to a joinder agreement dated September 30, 2024, WDB Holding MI, Inc., including certain of each of their respective subsidiaries, as borrowers (collectively, the “Borrowers”), and FG Agency Lending LLC, as the Administrative Agent entered into a loan agreement (the “FG Loan”). The FG Loan provides for a four-year, $140 million senior-secured term loan with an initial draw on August 1, 2024, of $114 million and a delayed draw on September 30, 2024 of $26 million. The FG Loan bears interest at a rate of 12.75% per annum, matures on August 1, 2028 and is guaranteed by the Corporation and TerrAscend USA. The FG Loan is secured by substantially all of the assets of the Borrowers. Jason Wild, the Executive Chairman of the Corporation and Chairman of the Board, directly or indirectly invested approximately $5.5 million of the FG Loan as a member of the loan syndicate in connection with the transaction.