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TerrAscend Board/Management Information 2022

Dec 13, 2022

47415_rns_2022-12-13_aa68b3af-9ebd-4be4-a5da-17ccf6638bca.pdf

Board/Management Information

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FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

TerrAscend Corp. (the Company or TerrAscend ) 3610 Mavis Road Mississauga, Ontario L5C 1W2

Item 2 Date of Material Change

December 1, 2022

Item 3 News Release

A news release with respect to the material change was disseminated by the Company through the facilities of CISION and filed on SEDAR, on December 2, 2022.

Item 4 Summary of Material Change

On December 1, 2022, the board of directors (the Board ) of the Company appointed Ira Duarte as a member of the Company’s Board. Ms. Duarte will also serve as the Chair of the Audit Committee of the Board.

Item 5 Full Description of Material Change 5.1 On December 1, 2022, the Company announced the appointment of Ira Duarte to its Board of Directors. In addition, Ms. Duarte will serve as the Chair of the Audit Committee of the Board of Directors.

Ms. Duarte is an accomplished senior finance professional with more than 25 years of experience in a variety of finance, accounting and auditing leadership roles. She currently serves as Chief Financial Officer of Veloxis Pharmaceuticals, Inc. ( Veloxis ), a fully integrated specialty pharmaceutical company focused on the global development and commercialization of medications utilized by organ transplant patients.

Prior to joining Veloxis, Ms. Duarte served as Senior Director of Corporate Finance for Chiesi USA, Inc. and Director of Accounting and Financial Planning for Cornerstone Therapeutics, Inc., where she was a core member of the team that guided the sale of Cornerstone Therapeutics, Inc. to Chiesi Farmaceutici S.p.A. Ms. Duarte previously held various roles from Staff to Senior Manager at Ernst & Young Global Limited, where she was responsible for managing audits, Securities Exchange Commission filings, and initial public offerings services for clients. A Certified Public Accountant, Ms. Duarte holds a BS in Accounting from Florida Atlantic University.

5.2 Disclosure for Restructuring Transaction

Not applicable.

Item 6 Reliance on Section 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer Keith Stauffer, Chief Financial Officer [email protected]

Item 9 Date of Report December 13, 2022

2