TerrAscend Corp.

Previous wording

This Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of operations of the Company is for the three and six months ended June 30, 2026 and 2025 and the accompanying notes for each respective period.

Current wording

This Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of operations of the Company is for the three and nine months ended September 30, 2026 and 2025.

Previous wording

TerrAscend New Jersey (“TerrAscend NJ”), a majority-owned operation with four dispensaries, and a cultivation/processing facility;

Current wording

TerrAscend New Jersey (“TerrAscend NJ”), a majority-owned operation with five dispensaries, and a cultivation/processing facility;

Previous wording

On June 12, 2026, the Company signed an option agreement to acquire equity interests in, and fully operate, Aunt Mary's Dispensary LLC, a dispensary in New Jersey for total consideration of $9,000, which will be comprised of $3,000 in the form of a five-year unsecured convertible promissory note bearing interest at 6.0% for an option to purchase 35% of Aunt Mary’s (“Option”) and $6,000 payable in cash upon exercise of the Option. The transaction is subject to customary closing conditions and regulatory approvals.

Current wording

On September 16, 2026, the Company acquired an option to purchase a 35% interest in Aunt Mary’s Dispensary LLC (“Aunt Mary’s”), which it exercised on September 23, 2026, and a transferable option to acquire the remaining 65% interest, for total consideration of $9,000, comprised of $6,000 in cash and $3,000 in the form of a five-year unsecured convertible promissory note bearing interest at 6.0% per annum (the "Aunt Mary’s Transaction"). The Aunt Mary’s Transaction conforms to New Jersey's regulatory framework, which facilitates investment opportunities for diversely owned businesses.

Previous wording

On June 23 and June 30, 2026, the Company entered into subscription agreements with certain accredited investors (the “Debenture Subscription Agreements”) in connection with a private placement offering of secured convertible debentures of the Company (the “2026 Private Placement Convertible Debentures”) and closed the initial issuance and sale of 21,835 debentures at a purchase price of $1,000 per debenture (the “Debenture Offering”). The Company used $11,124 of the proceeds from the Debenture Offering to retire the Company’s existing senior unsecured convertible debentures that matured on June 23, 2026, with the remaining portion of the gross proceeds available for mergers and acquisitions, and the repayment or refinancing of indebtedness. The 2026 Private Placement Convertible Debentures mature on September 30, 2031. In connection with the Debenture Offering, the Company entered into Amendment No. 5 to the FG Loan Agreement (as defined below), which, among other things, permitted the Debenture Offering.

Current wording

On June 23, June 30, and August 2, 2026, the Company entered into subscription agreements with certain accredited investors (the “Debenture Subscription Agreements”) in connection with a private placement offering of secured convertible debentures of the Company (the “2026 Private Placement Convertible Debentures”) and closed on the issuance and sale of an aggregate of 22,169 debentures at a purchase price of $1,000 per debenture (the “Debenture Offering”). The Company used $11,124 of the proceeds from the Debenture Offering to retire the Company’s existing senior unsecured convertible debentures that matured on June 23, June 30, and August 2, 2026, with the remaining portion of the gross proceeds available for mergers and acquisitions, and the repayment or refinancing of indebtedness. The 2026 Private Placement Convertible Debentures mature on September 30, 2031. In connection with the Debenture Offering, the Company entered into Amendment No. 5 to the FG Loan Agreement (as defined below), which, among other things, permitted the Debenture Offering.

Previous wording

Unrealized and realized foreign exchange loss

Current wording

Unrealized and realized foreign exchange loss (gain)

Previous wording

Unrealized and realized foreign exchange (gain) loss represents the loss recognized on the remeasurement of U.S. dollar ("USD") denominated cash and other assets recorded in the Canadian dollars ("CAD") functional currency at the Company's Canadian operations.

Current wording

Unrealized and realized foreign exchange loss (gain) represents the loss (gain) recognized on the remeasurement of U.S. dollar ("USD") denominated cash and other assets recorded in the Canadian dollars ("CAD") functional currency at the Company's Canadian operations.

Previous wording

Revenue increased by $2,113, from $65,006 for the three months ended June 30, 2025 to $67,119 for the three months ended June 30, 2026. The increase was primarily attributable to Pennsylvania, where revenue increased $1,627 due to higher retail sales driven by increased customer foot traffic. In both New Jersey and Maryland, retail sales were substantially offset by wholesale sales, resulting in relatively consistent revenue compared to the prior-year period. The remaining increase was attributable to all other segments.

Current wording

Revenue increased by $3,109, from $65,101 for the three months ended September 30, 2025 to $68,210 for the three months ended September 30, 2026. The increase was primarily attributable to Pennsylvania, where revenue increased $2,684 due to higher retail sales driven by increased customer foot traffic along with an increase in wholesale sales driven by expanded cultivation capacity. New Jersey had an increase in retail sales due to acquisitive growth that was substantially offset by a decline in wholesale sales driven by increased competition. In Maryland, an increase in wholesale sales were substantially offset by a decrease in retail sales. Resulting in relatively consistent revenue compared to the prior-year period for New Jersey and Maryland. The remaining activity was attributable to all other segments.

Previous wording

The cost of sales as a % of revenue remained flat compared to the prior year.

Current wording

The cost of sales as a percentage of revenue was flat for the three months ended September 30, 2026 compared to the three months ended September 30, 2025.

Previous wording

The loss on derivative liabilities of $1,171 for the three months ended June 30, 2026 compared with a gain of $279 for the three months ended June 30, 2025, was primarily driven by changes in the Common Share price during the respective periods, which resulted in changes in the fair value of the Company's outstanding derivative liabilities.

Current wording

The gain on derivative liabilities of $4,809 for the three months ended September 30, 2026 compared with a loss of $723 for the three months ended September 30, 2025, was primarily driven by a decline in the Common Share price relative to the exercise prices of the conversion options, resulting in a decrease in the fair value of the derivative liabilities.

Previous wording

The provision for income taxes increased by $1,989 from $9,598 for the three months ended June 30, 2025 compared to $11,587 for the three months ended June 30, 2026 primarily driven by accrued interest and penalties related to the Company's uncertain tax position and higher relative gross profit margin.

Current wording

The provision for income taxes increased by $854 from $11,034 for the three months ended September 30, 2025 compared to $11,888 for the three months ended September 30, 2026 primarily driven by accrued interest and penalties related to the Company's uncertain tax position and higher relative gross profit margin.

Previous wording

The following tables represent the Company’s results of operations for the six months ended June 30, 2026 and 2025.

Current wording

The following tables represent the Company’s results of operations for the nine months ended September 30, 2026 and 2025.

Previous wording

Revenue increased by $3,349, from $129,309 for the six months ended June 30, 2025 to $132,658 for the six months ended June 30, 2026. The increase was primarily attributable to Pennsylvania, where revenue increased $3,642 due to higher retail sales driven by increased customer foot traffic. In New Jersey, Maryland, and all other segments, retail sales were substantially offset by wholesale sales, resulting in relatively consistent revenue compared to the prior-year period.

Current wording

Revenue increased by $6,458, from $194,410 for the nine months ended September 30, 2025 to $200,868 for the nine months ended September 30, 2026. The increase was primarily attributable to Pennsylvania, where revenue increased by $6,326 driven by higher retail sales resulting from increased customer foot traffic, as well as increased wholesale sales driven by expanded cultivation capacity. Revenue decreased in New Jersey by $1,742 primarily due to a decrease in wholesale sales of $10,223 due to increased competition which was substantially offset by an increase in retail sales of $8,481 primarily driven by the acquisitions of Union Chill and Aunt Mary's. Maryland retail sales were substantially offset by wholesale sales, resulting in relatively consistent revenue compared to the prior-year period. All other segments revenue increased by $1,874 primarily due to a full year of retail sales in Ohio.

Previous wording

The gain on derivative liabilities of $232 for the six months ended June 30, 2026 compared with a gain of $376 for the six months ended June 30, 2025, was primarily driven by the decrease in fair value of private placement convertible debentures that expired during the second quarter of 2026.

Current wording

The gain on derivative liabilities of $5,041 for the nine months ended September 30, 2026 compared with a loss of $347 for the nine months ended September 30, 2025, was primarily driven by a decline in the Common Share price relative to the exercise prices of the conversion options, resulting in a decrease in the fair value of the derivative liabilities.

Previous wording

The provision for income taxes increased by $1,732 from $20,105 for the six months ended June 30, 2025 compared to $21,837 for the six months ended June 30, 2026. This increase was primarily driven by accrued interest and penalties related to the Company's uncertain tax position and higher relative gross profit margin.

Current wording

The provision for income taxes increased by $2,586 from $31,139 for the nine months ended September 30, 2025 compared to $33,725 for the nine months ended September 30, 2026. This increase was primarily driven by accrued interest and penalties related to the Company's uncertain tax position and higher relative gross profit margin.

Previous wording

Income from discontinued operations for the three months ended June 30, 2026 primarily reflects the gain recognized in connection with the deconsolidation of the Michigan Receivership Entities following the appointment of the Receiver. In contrast, the loss from discontinued operations for the three months ended June 30, 2025 primarily reflects impairment charges and operating losses incurred prior to the classification of the Company's Michigan operations as discontinued operations.

Current wording

Income from discontinued operations for the nine months ended September 30, 2026 primarily reflects the gain recognized in connection with the deconsolidation of the Michigan Receivership Entities following the appointment of the Receiver. In contrast, the loss from discontinued operations for the nine months ended September 30, 2025 primarily reflects impairment charges of $41,271, as well as losses related to lease terminations and inventory write-offs.

Previous wording

As of June 30, 2026, the Company had $209,682 in principal outstanding under its loans payable, excluding any prepayment or exit fees, of which $6,570 is due in the next twelve months. The Company also had $31,085 in principal outstanding under its convertible debt, none of which is due within the next twelve months.

Current wording

As of September 30, 2026, the Company had $209,076 in principal outstanding under its loans payable, excluding any prepayment or exit fees, of which $6,390 is due in the next twelve months. The Company also had $34,169 in principal outstanding under its convertible debt, none of which is due within the next twelve months.

Previous wording

The Company has entered into leases for certain premises and offices for which it owes monthly lease payments. The Company has $58,703 in lease obligations. Of this amount, $4,383 of lease payments are due in the next twelve months.

Current wording

The Company has entered into leases for certain premises and offices for which it owes monthly lease payments. The Company has $59,764 in lease obligations. Of this amount, $4,564 of lease payments are due in the next twelve months.

Previous wording

As of June 30, 2026, the Company had accounts payable and accrued liabilities of $40,133 and corporate income taxes payable of $2,290.

Current wording

As of September 30, 2026, the Company had accounts payable and accrued liabilities of $33,945 and corporate income taxes payable of $3,570.

Previous wording

On May 1, 2026, the Company, the Borrowers, the Incremental Amendment Borrowers, certain lenders party to the FG Loan Agreement (constituting “Required Lenders” under the FG Loan Agreement) and the Agent entered into the Forbearance Agreement in relation to certain events of default that occurred or were anticipated under the FG Loan Agreement, resulting from the Michigan Receivership, (the “Specified Defaults”). Under the Forbearance Agreement, the Secured Parties (as defined in the Forbearance Agreement) agreed to conditionally waive the Specified Defaults and forbear from exercising default-related remedies during the period from the Forbearance Effective Date ending the earliest to occur of the termination of the receivership process and the occurrence of any event of default not otherwise specified in the Forbearance Agreement (the “Forbearance Period”). Upon the “Successful Exit” (as defined in the Forbearance Agreement) of the Michigan Receivership, all Specified Defaults (as defined below) will be deemed automatically and irrevocably waived by the Secured Parties.

Current wording

On May 1, 2026 (the "Forbearance Effective Date"), the Company, the Borrowers, the Incremental Amendment Borrowers, certain lenders party to the FG Loan Agreement (constituting “Required Lenders” under the FG Loan Agreement) and the Agent entered into a forbearance agreement (the "Forbearance Agreement") in relation to certain events of default that occurred or were anticipated under the FG Loan Agreement, resulting from the Michigan Receivership, (the “Specified Defaults”). Under the Forbearance Agreement, the Secured Parties (as defined in the Forbearance Agreement) agreed to conditionally waive the Specified Defaults and forbear from exercising default-related remedies during the period from the Forbearance Effective Date ending the earliest to occur of the termination of the receivership process and the occurrence of any event of default not otherwise specified in the Forbearance Agreement (the “Forbearance Period”). Upon the “Successful Exit” (as defined in the Forbearance Agreement) of the Michigan Receivership, all Specified Defaults will be deemed automatically and irrevocably waived by the Secured Parties.

Previous wording

During the six months ended June 30, 2026, the Company made aggregate prepayments of $15,590 on the FG Loan, including applicable 3% prepayment fees.

Current wording

During the nine months ended September 30, 2026, the Company made aggregate prepayments of $16,501 on the FG Loan, including applicable 3% prepayment fees.

Previous wording

In connection with the acquisition of Hempaid, LLC on June 30, 2023 ("Blue Ridge") the Company entered into a promissory note with Blue Ridge bearing interest at 7.0% with a maturity date of June 30, 2027.

Current wording

In connection with the acquisition of Hempaid, LLC on June 30, 2023 ("Blue Ridge") the Company entered into a promissory note with Blue Ridge bearing interest at 7.0% per annum, with a maturity date of June 30, 2027.

Previous wording

In connection with the acquisition of the assets of Ratio Cannabis, LLC on May 7, 2025 ("Ratio") the Company entered into a promissory note with Ratio bearing interest at 6.0% with a maturity date of May 7, 2027.

Current wording

In connection with the acquisition of the assets of Ratio Cannabis, LLC on May 7, 2025 ("Ratio") the Company entered into a promissory note with Ratio bearing interest at 6.0% per annum, with a maturity date of May 7, 2027.

Previous wording

On June 23 and June 30, 2026, the Company entered into subscription agreements with certain accredited investors (the “Debenture Subscription Agreements”) in connection with a private placement offering of secured convertible debentures of the Company (the “2026 Private Placement Convertible Debentures”) and closed the initial issuance and sale of 21,835 debentures at a purchase price of $1,000 per debenture (the “Debenture Offering”). The Company used $11,124 of the proceeds from the Debenture Offering to retire the Company’s existing senior unsecured convertible debentures that matured on June 23, 2026, with the remaining portion of the proceeds available for mergers and acquisitions, and the repayment or refinancing of indebtedness. The 2026 Private Placement Convertible Debentures mature on September 30, 2031 (the “Maturity Date”) and bear interest at a rate of 8.00% per annum, payable quarterly in arrears in cash, beginning on September 30, 2026. The Company may elect to pay all or any portion of such interest in kind by capitalizing the interest as additional principal (see Note 12 to the Consolidated Financial Statements). The 2026 Private Placement Convertible Debentures are convertible, in whole or in part, into Common Shares, at the option of the holder, at any time prior to the close of business on the last business day immediately preceding the Maturity Date, at a conversion price of $0.87 per Common Share. The 2026 Private Placement Convertible Debentures are secured by a second lien on certain assets of the U.S. business and also secured by certain personal property assets of TerrAscend USA, Inc. under a subordinated guaranty and security agreement.

Current wording

On June 23, June 30 and August 2, 2026, the Company entered into subscription agreements with certain accredited investors (the “Debenture Subscription Agreements”) in connection with a private placement offering of secured convertible debentures of the Company (the “2026 Private Placement Convertible Debentures”) and closed the issuance and sale of an aggregate of 22,169 debentures at a purchase price of $1,000 per debenture (the “Debenture Offering”). The Company used $11,124 of the proceeds from the Debenture Offering to retire the Company’s existing senior unsecured convertible debentures that matured on June 23, June 30, and August 2, 2026, with the remaining portion of the proceeds available for mergers and acquisitions, and the repayment or refinancing of indebtedness. The 2026 Private Placement Convertible Debentures mature on September 30, 2031 (the “Maturity Date”) and bear interest at a rate of 8.00% per annum, payable quarterly in arrears in cash, beginning on September 30, 2026. The Company may elect to pay all or any portion of such interest in kind by capitalizing the interest as additional principal (see Note 12 to the Consolidated Financial Statements). The 2026 Private Placement Convertible Debentures are convertible, in whole or in part, into Common Shares, at the option of the holder, at any time prior to the close of business on the last business day immediately preceding the Maturity Date, at a conversion price of $0.87 per Common Share. The 2026 Private Placement Convertible Debentures are secured by a second lien on certain assets of the U.S. business and also secured by certain personal property assets of TerrAscend USA, Inc. under a subordinated guaranty and security agreement.

Previous wording

On December 26, 2025, the Company issued a convertible promissory note for $9,000 in relation to the transaction with Union Chill. Unless repaid or converted earlier, the outstanding principal and interest shall be due and payable on December 26, 2029 (the "Convertible Note Maturity Date"). The convertible promissory note bears interest at the rate of 6.5% per annum payable in quarterly payments within five days following the first business day of each fiscal quarter. The convertible promissory note is convertible into Common Shares, at the option of the holder, at any time or times prior to the close of business on the last business day immediately preceding the Convertible Note Maturity Date, at a conversion price of $1.89 per Common Share.

Current wording

On December 26, 2025, the Company issued a convertible promissory note for $9,000 in relation to the transaction with Union Chill. Unless repaid or converted earlier, the outstanding principal and interest shall be due and payable on December 26, 2029 (the "Union Chill Convertible Note Maturity Date"). The convertible promissory note bears interest at the rate of 6.5% per annum payable in quarterly payments within five days following the first business day of each fiscal quarter. The convertible promissory note is convertible into Common Shares, at the option of the holder, at any time or times prior to the close of business on the last business day immediately preceding the Union Chill Convertible Note Maturity Date, at a conversion price of $1.89 per Common Share.

Previous wording

On August 20, 2025, the Board approved the Share Repurchase Program, which replaced the Original Program. The Share Repurchase Program authorizes the Company to repurchase up to 10,000,000 Common Shares of the Company at any time, or from time to time, from August 22, 2025 until August 21, 2026. The Share Repurchase Program authorizes the Company to repurchase up to 60,255 Common Shares daily, which represents 25% of the Company’s average daily trading volume on the TSX of 241,023 Common Shares. Any repurchases under the program may be made by means of open market transactions, negotiated block transactions, or otherwise, including pursuant to a repurchase plan administered in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended. The size and timing of any repurchases will depend on price, market and business conditions, and other factors.

Current wording

On August 20, 2026, the Board approved the Share Repurchase Program, which replaced the Previous Program. The Share Repurchase Program authorizes the Company to repurchase up to the lesser of 10,000,000 Common Shares or $10,000 of Common Shares at any time, or from time to time, from August 24, 2026 until August 23, 2027. The Share Repurchase Program authorizes the Company to repurchase up to 58,784 Common Shares daily, which represents 25% of the Company’s average daily trading volume on the TSX of 235,136 Common Shares. Any repurchases under the program may be made by means of open market transactions, negotiated block transactions, or otherwise, including pursuant to a repurchase plan administered in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended. The size and timing of any repurchases will depend on price, market and business conditions, and other factors.

Previous wording

During the second quarter of 2026, the Company repurchased 463,500 common shares under the Share Repurchase Program for total consideration of $311. As of June 30, 2026, the Company had a total of 9,346,500 Common Shares remaining that can be authorized for repurchase.

Current wording

During the third quarter of 2026, the Company repurchased 1,013,000 Common Shares under the Share Repurchase Program for total consideration of $634. As of September 30, 2026, the Company had a total of 9,357,000 Common Shares remaining available for repurchase under the Share Repurchase Program.

Previous wording

The decrease of $2,442 in net cash provided by operating activities for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily driven by changes in net working capital, including increased inventory.

Current wording

The decrease of $734 in net cash provided by operating activities for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was primarily driven by changes in net working capital.

Previous wording

Net cash used in operating activities for the six months ended June 30, 2026 primarily relates to costs associated with the disposition of certain assets and liabilities and entering into the Michigan Receivership. In contrast, net cash used in operating activities for the six months ended June 30, 2025 was primarily driven by unfavorable changes in working capital.

Current wording

Net cash used in operating activities for the nine months ended September 30, 2026 primarily relates to costs associated with the disposition of certain assets and liabilities and entering into the Michigan Receivership. In contrast, net cash used in operating activities for the nine months ended September 30, 2025 was primarily driven by negative cash flows prior to the Company's plan to exit the Michigan market (the "Michigan Exit").

Previous wording

The decrease of $7,364 in net cash used in investing activities for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily driven by a decrease of $2,146 for investments in capital expenditures. The change was also attributable to cash consideration, net of cash acquired of $3,722 paid in connection with the Union Chill acquisition, and a $3,400 refund of the deposit for a potential business acquisition.

Current wording

The decrease of $3,788 in net cash used in investing activities for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was primarily driven by a decrease of $1,705 for investments in capital expenditures, a $3,400 refund of an acquisition related deposit, and the collection of note receivable principal for $1,793. This was slightly offset by cash consideration, net of cash acquired of $3,552 and $5,203 paid in connection with the acquisition of Union Chill and Aunt Mary's, respectively.

Previous wording

The increase of $2,030 in net cash provided by (used in) investing activities for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily driven by the sale of property and equipment related to the exit of Michigan.

Current wording

The increase of $2,170 in net cash provided by (used in) investing activities for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was primarily driven by the sale of property and equipment related to the Michigan Exit.

Previous wording

The increase of $8,550 in net cash used in financing activities for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, was primarily attributable to higher loan principal paid, including exit fees, of $14,270, repayments of existing private placement convertible debentures of $8,630, and higher distributions to non-controlling interests during 2026. This was partially offset by $18,967 net of proceeds received from the issuance of the 2026 Private Placement Convertible Debentures. In contrast, financing activities during the prior-year period included $5,000 of loan proceeds, net of transaction costs.

Current wording

The increase of $21,317 in net cash used in financing activities for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, was primarily attributable to higher net loan principal paid, including exit fees, of $16,524, repayments of existing private placement convertible debentures of $8,630, and higher distributions to non-controlling interests during 2026. This was partially offset by $18,967 net of proceeds received from the issuance of the 2026 Private Placement Convertible Debentures. In contrast, financing activities during the prior-year period included net loan proceeds of $12,813 slightly offset by distributions to non-controlling interests of $2,046.

Previous wording

The net cash used in financing activities for the six months ended June 30, 2026 was primarily driven by the finance lease termination fee paid.

Current wording

The net cash used in financing activities for the nine months ended September 30, 2026 was primarily driven by the finance lease termination fee paid.

Previous wording

In addition to reporting the financial results in accordance with GAAP, the Company reports certain financial results that differ from what is reported under GAAP. Non-GAAP measures used by management do not have any standardized meaning prescribed by GAAP and may not be comparable to similar measures presented by other companies. The Company believes that certain investors and analysts use these measures to measure a company’s ability to meet other payment obligations or as a common measurement to value companies in the cannabis industry, and the Company calculates: (i) Free cash flow from net cash provided by operating activities from continuing operations less capital expenditures for property and equipment which management believes is an important measurement of the Company's ability to generate additional cash from its business operations, and (ii) EBITDA from continuing operations and Adjusted EBITDA from continuing operations as net loss, adjusted to exclude provision for income taxes, finance expenses, depreciation and amortization, share-based compensation, unrealized and realized (gain) loss on investments, (gain) loss from revaluation of contingent consideration, unrealized and realized foreign exchange (gain) loss, loss (gain) on fair value of derivative liabilities, (gain) loss on lease terminations, and certain other items, which management believes is not reflective of the ongoing operations and performance of the Company. Such information is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

Current wording

In addition to reporting the financial results in accordance with GAAP, the Company reports certain financial results that differ from what is reported under GAAP. Non-GAAP measures used by management do not have any standardized meaning prescribed by GAAP and may not be comparable to similar measures presented by other companies. The Company believes that certain investors and analysts use these measures to measure a company’s ability to meet other payment obligations or as a common measurement to value companies in the cannabis industry, and the Company calculates: (i) Free cash flow from net cash provided by operating activities from continuing operations less capital expenditures for property and equipment which management believes is an important measurement of the Company's ability to generate additional cash from its business operations, and (ii) EBITDA from continuing operations and Adjusted EBITDA from continuing operations as net loss, adjusted to exclude provision for income taxes, finance expenses, depreciation and amortization, share-based compensation, unrealized and realized foreign exchange loss (gain), (gain) loss on lease terminations, (gain) loss on fair value of derivative liabilities, unrealized and realized loss on investments, Loss on extinguishment of debt, gain from revaluation of contingent consideration, , and certain other items, which management believes is not reflective of the ongoing operations and performance of the Company. Such information is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

Previous wording

The table below reconciles net loss to EBITDA from continuing operations and Adjusted EBITDA from continuing operations for the three and six months ended June 30, 2026 and 2025:

Current wording

The table below reconciles net loss to EBITDA from continuing operations and Adjusted EBITDA from continuing operations for the three and nine months ended September 30, 2026 and 2025:

Previous wording

Represents the gain recognized as a result of lease termination.

Current wording

Represents the (gain) loss recognized as a result of lease termination

Previous wording

Represents the gain on fair value of conversion options.

Current wording

Represents the (gain) loss on fair value of conversion options

Previous wording

Includes one-time items incurred primarily in connection with the Company's acquisitions and other costs considered one-time in nature, such as expenses related to professional, consulting, legal, and accounting fees. These fees are not indicative of the Company's ongoing costs.

Current wording

Includes one-time items incurred primarily in connection with the Company's acquisitions and other costs considered one-time in nature, such as expenses related to professional, consulting, legal, accounting fees, and lobbying expenses associated with specific legalization initiatives. These fees are not indicative of the Company's ongoing costs.

Previous wording

Adjusted EBITDA from continuing operations increased by $1,773 and $991 for the three and six months ended June 30, 2026 as compared to three and six months ended June 30, 2025, respectively. These increases were primarily driven by gross profit margin expansion.

Current wording

Adjusted EBITDA from continuing operations increased by $492 and $1,355 for the three and nine months ended September 30, 2026 as compared to three and nine months ended September 30, 2025, respectively. These increases were primarily driven by gross profit margin expansion.

Previous wording

The table below reconciles net cash provided by operating activities from continuing operations to free cash flow for the six months ended June 30, 2026 and 2025:

Current wording

The table below reconciles net cash provided by operating activities from continuing operations to free cash flow for the nine months ended September 30, 2026 and 2025:

Previous wording

The Company will remain an emerging growth company until the earlier to occur of: (i) December 31, 2027 (a) in which the Company has total annual gross revenue of $1,235,000 or more, or (b) in which the Company is deemed to be a large accelerated filer, which means the market value of the Company's Common Shares that are held by non-affiliates exceeds $700,000 as of the last business day of the Company’s most recent second fiscal quarter; and (ii) the date on which the Company has issued more than $1,000,000 in non-convertible debt during the prior three-year period.

Current wording

The Company will remain an emerging growth company until the earliest of: (i) December 31, 2027, (ii) the last day of the fiscal year in which the Company has total annual gross revenue of $1,235,000 or more, or (iii) the date on which the Company is deemed to be a large accelerated filer, which means the market value of the Company's Common Shares that are held by non-affiliates exceeds $700,000 as of the last business day of the Company’s most recent second fiscal quarter; and (iv) the date on which the Company has issued more than $1,000,000 in non-convertible debt during the prior three-year period.