TerrAscend — Capital/Financing Update 2025

Jul 10, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT

1. Name and Address of Reporting Issuer

TerrAscend Corp. (“TerrAscend” or the “Company”)
77 City Centre Drive, Suite 501, East Tower
Mississauga, Ontario
L5B 1M5

1. Date of Material Change

July 8, 2025

1. News Release

A news release announcing the material change described below was disseminated on July 9, 2025 through the services of Globe Newswire and was subsequently filed under TerrAscend’s profile on the System for Electronic Document Analysis and Retrieval + at www.sedarplus.ca.

1. Summary of Material Change

On July 8, 2025, TerrAscend Growth Corp., TerrAscend USA, Inc., TerrAscend NJ LLC, TER Holding MD, Inc., and WDB Holding MD, Inc., including certain of each of their respective subsidiaries, and other borrowers, all of which are entities that are consolidated in the financial statements of the Company (collectively, the “Incremental Amendment Borrowers”), became parties to the FG Loan (as defined below) as borrowers pursuant to a joinder agreement, by and among the Incremental Amendment Borrowers and FG Agency Lending LLC, as the Administrative Agent (the “Agent”), with an amendment to the FG Loan for an additional $79 million upsize to the existing FG Loan (the “Amendment”).

1. Full Description of Material Change

On August 1, 2024, the Company and TerrAscend USA, Inc., 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, and the Agent, entered into a Loan Agreement (the “FG Loan”) for a four-year, $140 million senior-secured term loan.

On July 8, 2025, the Incremental Amendment Borrowers, became parties to the FG Loan as borrowers pursuant to a joinder agreement, by and among the Incremental Amendment Borrowers and the Agent, with the Amendment.

The full amount of the Amendment of $79 million was drawn on July 8, 2025, and $68 million of which was used to pay down the Company’s senior-secured term loan under that certain Loan Agreement dated October 11, 2022, by and among TerrAscend NJ LLC, HMS Processing LLC, HMS Hagerstown, LLC and HMS Health, LLC, and other borrowers that are consolidated in the financial statements of the Company, the lenders party thereto and Pelorus Fund REIT, LLC, as lender (the “Pelorus Term Loan”), and certain other indebtedness of the Company, in addition to being used for future growth initiatives. As a result, the outstanding obligation under the Pelorus Term Loan were repaid in full and subsequently terminated. In addition, the Amendment provides for an uncommitted term loan facility of up to $35 million for mergers and acquisitions, which remains undrawn as of the date hereof.

The Amendment constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”), as Jason Wild, an insider of the Company, directly or indirectly invested approximately US$1.6 million of the FG Loan as a member of the loan syndicate in connection with the Amendment (the “Insider Participation”). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the Insider Participation as the fair market value (as

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determined in accordance with MI 61-101) of the Insider Participation in the Amendment is below 25% of the Company’s market capitalization (as determined in accordance with MI 61-101). The Insider Participation was disclosed to the board of directors of the Company (the “Board”) and the Board approved the Amendment with Mr. Wild abstaining from voting on the resolution.

6. Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

7. Omitted Information

Not applicable.

8. Executive Officer

Ziad Ghanem
President & Chief Executive Officer
(717) 610-4165

9. Date of Report

July 10, 2025