TerrAscend : Fourth Quarter 2024 Financial Results Presentation (March 6, 2025)

TSND.TO

2024 Fourth Quarter and Full Year

Financial Results

March 6, 2025

Terrascend.com

TSX: TSND | OTCQX: TSNDF

Executive Leadership Speakers

Jason Wild

Ziad Ghanem

Keith Stauffer

Executive Chairman

President &

Chief Financial Officer

Chief Executive Officer

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Disclaimer

Forward-Looking Information

This presentation contains "forward-looking information" within the meaning of applicable securities laws, including the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking information contained in this presentation may be identified by the use of words such as, "may", "would", "could", "will", "likely", "expect", "anticipate", "believe", "intend", "plan", "forecast", "project", "estimate", "outlook" and other similar expressions. Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management in light of management's experience and perception of trends, current conditions and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment, and the availability of licenses, approvals and permits. Examples of forward-looking information contained in this presentation include the Company's expectations regarding liquidity and the impact of its refinancing; the Company's expectations regarding its share repurchase program; the Company's growth strategy; the Company's overall operational improvements, growth and expansion opportunities; the Company's expected closing of signed acquisitions and the anticipated profitability of acquired dispensaries; the Company's ability to execute on such its M&A strategy, including the outcomes thereof; the Company's outlook, including the Company's expected financial results for the first quarter of 2025; the Company's expectations regarding potential benefits of facility expansions; the Company's expected outcome of cost reduction initiatives; the Company's expectations regarding regulatory reforms, and the benefits thereof; and the likelihood of approval of adult-use cannabis in Pennsylvania and related opportunities.

Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to, our recent growth, which may not be indicative of our future growth; current and future market conditions; risks related to federal, state, provincial, territorial, local and foreign government laws, rules and regulations, including federal and state laws in the United States relating to cannabis operations in the United States; and the risk

factors set out in the Company's most recently filed MD&A, filed with the Canadian securities regulators and available under the Company's profile on SEDAR+ at

www.sedarplus.ca and in the section titled "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (the "SEC") on March 6, 2025.

The statements included in this presentation are made as of the date of this presentation. TerrAscend disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

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Disclaimer

Definition and Reconciliation of Non-GAAP Measures

In addition to reporting the financial results in accordance with generally accepted accounting principles in the United States ("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, (ii) EBITDA loss, EBITDA from continuing operations, Adjusted EBITDA and Adjusted EBITDA from continuing operations as net loss, adjusted to exclude provision for income taxes, finance expenses, depreciation and amortization, share-based compensation, loss on extinguishment of debt, gain (loss) from revaluation of contingent consideration, gain (loss) on disposal of fixed assets, Impairment of goodwill and intangible assets, impairment of property and equipment and right of use assets, bad debt recovery, unrealized and realized loss on investments, (gain) loss on lease termination and derecognition of finance lease, unrealized and realized foreign exchange, gain on fair value of derivative liabilities and purchase option derivative assets,

restructuring and executive severance, legal settlements and certain other items, which management believes is not reflective of the ongoing operations and performance

of the Company, and (iii) General & Administration expense, excluding stock-based compensation, which management believes provides a clearer view of the Company's core operating cost structure by removing the impact of non-cash, equity-based compensation expenses. 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.

Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are contained in the Appendix to this presentation. The Company has not provided a reconciliation of its forward-looking Adjusted EBITDA Margin with the most directly comparable GAAP measure in reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K. The Company is unable to calculate the most directly comparable GAAP measure, without unreasonable efforts due to the variability and low visibility with respect to certain costs such as stock-based compensation, certain fair value measurements, tax items, and others that may arise during the period that are not ascertainable.

Third Party Information

Certain information contained in this presentation and statements made orally during the related earnings webcast relate to or are based on studies, publications, surveys

and other data obtained from third-party sources and the Company's own internal estimates and research. While the Company believes these third-party studies,

publications, surveys and other data to be reliable as of the date of this presentation, the Company has not independently verified, and makes no representations as to the adequacy, fairness, accuracy or completeness of, any information obtained from third-party sources. In addition, no independent source has evaluated the reasonableness

or accuracy of the Company's internal estimates or research and no reliance should be made on any information or statements made in this presentation relating to or based

on such internal estimates and research.

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Overview

Jason Wild, Executive Chairman

terrascend.com

FY and Q4 2024 Financial Highlights

Full Year 2024

$306.7 M

Net Revenue

48.9%

Gross Profit Margin

$60.7 M

Adjusted EBITDA from Continuing Operations*

$38.0 M

Net Cash provided by continuing operations

$28.6 M

Free Cash Flow*

Q4 2024

$74.4 M

Net Revenue

50.2%

Gross Profit Margin

$15.1 M

Adjusted EBITDA*

$9.7 M

Net Cash provided by operations

$5.0 M

Free Cash Flow*

10th Consecutive Quarter of Positive Cash Flow from Continuing Operations

6th Consecutive Quarter of Positive Free Cash Flow*

* Adjusted EBITDA, Adjusted EBITDA from continuing operations and Free Cash Flow are non-GAAP measures defined in the section

titled "Definition and Reconciliation of Non-GAAP Measures" and reconciled to the most directly comparable GAAP measure in the

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Appendix at the end of this presentation.

Maintaining Leading Positions Across our Core Markets

California

CA

Northeast

Midwest

PA

NJ

MD

MI OH OH

CALIFORNIA:

MICHIGAN:

OHIO:

NEW JERSEY: #1 market share all 4 quarters in 2024

PENNSYLVANIA:

MARYLAND:

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ERP System

* General & administrative expenses, excluding stock-based compensation is a non-GAAP measure defined in the section

titled "Definition and Reconciliation of Non-GAAP Measures" and reconciled to the most directly comparable GAAPp. 8 measure in the Appendix at the end of this presentation.

Signed Definitive Agreement to Enter Ohio through the Acquisition of a Well Situated and Profitable Dispensary

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Active Pursuit of Greenfield Expansion Opportunities

Uniquely positioned to enter new markets through attractive M&A, such as Ohio

Population:

12 Adult-use commenced on August 6th

O H I O MILLION

M I

P A N J

• Targeted approach puts us in a differentiated position to invest in the best geographies and assets at attractive valuations with minimal competitive tension.

O H

M D

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Disclaimer

TerrAscend Corp. published this content on March 06, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 06, 2025 at 21:21:30.145.