TSNDF 8-K
TerrAscend Corp. (TSNDF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
* The registrant’s common shares, no par value, trade over-the-counter on OTCQX Best Market under the trading symbol “TSNDF”.
Item 1.01 Entry into a Material Definitive Agreement.
Convertible Debentures
On June 23, 2026, TerrAscend Corp. (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 “Debentures”) and closed the initial issuance and sale of 21,702 Debentures at a purchase price of US$1,000 per Debenture, for aggregate gross proceeds of US$21.7 million (the “Debenture Offering”). The Company used approximately US$11.1 million of the gross proceeds from the Debenture Offering to retire the Company’s existing senior unsecured convertible debentures with a maturity date of June 23, 2026, with the remaining portion of the gross proceeds available for mergers and acquisitions, and the repayment and/or refinancing of indebtedness. The Company also expects to issue up to an additional US$0.5 million in Debentures in the near term as later issuances of the existing convertible debentures mature.
The Debentures mature on September 30, 2031 (the “Maturity Date”). The Debentures bear interest at a rate of 8.00% per annum, payable quarterly in arrears in cash, beginning on September 30, 2026, provided that the Company may elect to pay all or any portion of such interest in kind by capitalizing the interest as additional principal (“PIK Interest”). Any PIK Interest will accrue at a rate of 9.00% per annum for the first four interest periods in which PIK Interest is paid and at 10.00% per annum for each additional interest period in which PIK Interest is paid; provided that any common shares of the Company (“Common Shares”) that are issuable upon conversion of any PIK Interest added to the principal pursuant to the terms of the Debentures will be subject to Toronto Stock Exchange (the “TSX”) approval. The Debentures are secured by a second lien on certain assets of the U.S. business.
The 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 equal to US$0.87 per Common Share (subject to customary anti-dilution and other adjustments as set forth in the certificate representing the Debenture (the “Debenture Certificate”)). Holders converting their Debentures will receive accrued and unpaid interest in cash on the converted principal for the period from and including the last interest payment date, to but excluding, the date of conversion.
At any time after June 23, 2029, if the per share volume weighted average trading price of the Common Shares on the TSX for any consecutive 20-trading-day period equals or exceeds 200% of the then-applicable conversion price, the Company may force conversion of all or a portion of the Debentures at the then-applicable conversion price. The Company may not otherwise voluntarily prepay any Debenture without the prior written consent of the applicable holder. Upon a Change of Control (as defined in the Debenture Certificate), holders may require the Company to repurchase their Debentures for cash or, subject to TSX approval, Common Shares, at the Company’s election, at a repurchase price equal to 101% of the principal amount plus accrued and unpaid interest to, but excluding, the repurchase date.
The Debentures are secured by certain personal property assets of TerrAscend USA, Inc. under a subordinated guaranty and security agreement (the “Subordinated Guaranty and Security Agreement”), rank pari passu with each other Debenture and are subordinated to indebtedness and other obligations under the FG Loan Agreement (as defined below). The Debentures include customary events of default, including, among other things, upon specified acceleration or required prepayment events under the FG Loan Agreement; upon specified holder direction, or automatically for certain bankruptcy events, the unpaid principal and accrued and unpaid interest may become immediately due and payable.
The form of Debenture Subscription Agreement and the form of Debenture Certificate are filed as Exhibits to this Current Report on Form 8-K. The foregoing summaries of the terms of such documents do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such documents, which are incorporated herein by reference.
FG Loan amendment
As previously disclosed, on August 1, 2024, the Company, as guarantor, TerrAscend USA, Inc. and certain subsidiaries and affiliates of the Company, as borrowers, the lenders party thereto and FG Agency Lending LLC, as administrative agent for the lenders (the "Agent”), entered into a Loan Agreement, dated as of August 1, 2024, which provided for a four-year US$140.0 million senior secured term loan that was upsized on July 8, 2025 by US$79.0 million to US$219.0 million (the “FG Loan” and, such Loan Agreement, as previously amended, the “FG Loan Agreement”). The FG Loan bears interest at 12.75% per annum and matures on August 1, 2028. The FG Loan is guaranteed by the Company and is secured by substantially all of the assets of the Company and the borrowers under the FG Loan Agreement.
On June 23, 2026, the Company, as guarantor, and certain subsidiaries and affiliates of the Company, as borrowers, entered into Amendment No. 5 to Loan Agreement (the "Fifth Amendment") with the lenders party thereto and the Agent, which amended the FG Loan Agreement to permit the Company to issue the Debentures in an aggregate face amount of up to US$25.0 million, enter into the Subordinated Guaranty and Security Agreement, repay approximately $13.0 million of its outstanding existing 9.9% senior unsecured convertible debentures that matured on June 23, 2026, and permit certain additional specified acquisitions and indebtedness.
On June 23, 2026, the Company paid a US$10.0 million prepayment on the FG Loan.
The foregoing description of the Fifth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which will be filed with the Securities and Exchange Commission as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 above is incorporated herein by reference. Based on the US$21.7 million aggregate principal amount of Debentures issued at the initial closing, conversion in full of the principal amount outstanding under such Debentures at the conversion price of US$0.87 would result in the issuance of approximately 24.9 million Common Shares.
The Debentures, the Common Shares issuable upon conversion of the principal amount outstanding under the Debentures and any Common Shares issuable as interest thereon (subject to TSX approval) have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Debentures were offered and sold in reliance upon (i) the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D (ii) exemptions from the prospectus requirements in Canada, including National Instrument 45-106 – Prospectus Exemptions, the Securities Act(Ontario) and, where applicable, Ontario Securities Commission Rule 72-503 – Distributions Outside of Canada and (iii) 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 determined under MI 61-101) of the Insider Participation in the Private Placement is below 25% of the Company’s market capitalization (as determined in accordance with MI 61-101).
This Current Report on Form 8-K is issued in accordance with Rule 135c under the Securities Act, and is neither an offer to sell any securities, nor a solicitation of an offer to buy, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release on June 25, 2026 announcing the Debenture Offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Description |
4.1 |
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10.1 |
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99.1 |
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Forward-Looking Statements
This Current Report on Form 8-K contains information that includes or is based upon “forward-looking statements” within the meaning of the Securities Litigation Reform Act of 1995, including statements with respect to the Company’s expectations regarding the anticipated timing and occurrence of the offer, sale and issuance of up to an additional approximately US$0.5 million in Debentures upon the maturity of certain outstanding existing 9.9% senior unsecured convertible debentures. Forward-looking
statements may or may not include identifying words such as “plan,” “will,” “expect,” “anticipate,” “intend,” “believe,” “potential,” “continue,” and similar terms. These statements are subject to known or unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statements, including but not limited to: the Company’s ability to attract, motivate, and retain key employees and manage its growth; regulatory developments and macroeconomic issues; and other risks and uncertainties as described under the heading “Risk Factors” in the Company’s filings with the U.S. Securities and Exchange Commission, including the most recent Annual Report on Form 10-K, and 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. All forward-looking statements are based on management’s current estimates, projections, and assumptions, and the Company undertakes no obligation to correct or update any such statements, whether as a result of new information, future developments, or otherwise, except to the extent required by applicable law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TerrAscend Corp. |
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Date: |
June 25, 2026 |
By: |
/s/ Eric Jackson |
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Eric Jackson |
TERRASCEND CORP.
SUBSCRIPTION AGREEMENT FOR CONVERTIBLE DEBENTURES
TO: TERRASCEND CORP.
The Subscriber (as hereinafter defined) hereby irrevocably subscribes for and agrees to purchase from TerrAscend Corp. (the “Corporation”) that number of secured convertible debentures of the Corporation (the “Convertible Debentures”) set out below at a price of US$1,000 per Convertible Debenture (the “Subscription Price”). The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Convertible Debentures” including without limitation the terms, representations, warranties and covenants set forth in the applicable schedules attached thereto. The Subscriber further agrees, without limitation, that the Corporation may rely upon the Subscriber’s representations, warranties and covenants contained in such documents.
SUBSCRIPTION AND SUBSCRIBER INFORMATION
Please print all information (other than signatures), as applicable, in the space provided below
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Number of Convertible Debentures: x US$1,000 |
(Name of Subscriber) |
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Account Reference (if applicable): |
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By: |
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Aggregate Subscription Cost: (the “Subscription Amount”) |
Authorized Signature |
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(Official Capacity or Title – if the Subscriber is not an individual)
(Name of individual whose signature appears above if different than the name of the subscriber printed above.)
(Subscriber’s Residential Address, including Province and Postal Code)
(Subscriber’s Telephone Number) (Email Address) |
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Please complete if purchasing as agent or trustee for a principal (beneficial purchaser) (a “Disclosed Principal”) and not purchasing as trustee or agent for accounts fully managed by it.
(Name of Disclosed Principal)
(Address of Disclosed Principal)
(Account Reference, if applicable) |
The Subscriber hereby provides the following registration and delivery instructions in connection with the Convertible Debentures being purchased hereunder.
Account Registration Information:
(Name)
(Account Reference, if applicable)
(Address, including Postal Code)
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Delivery Instructions as set forth below:
(Name)
(Account Reference, if applicable)
(Address)
(Contact Name) (Telephone Number) |
Number and kind of securities of the Corporation held, directly or indirectly, if any: ____________________________________________ ____________________________________________
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State whether Subscriber is an Insider (as defined herein) of the Corporation:
Yes FORMCHECKBOX No FORMCHECKBOX
State whether Subscriber is a Registrant (as defined herein) of the Corporation:
Yes FORMCHECKBOX No FORMCHECKBOX
State whether Subscriber is a member of a Pro Group:
Yes FORMCHECKBOX No FORMCHECKBOX
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Return by:
June 17, 2026
Return as directed by the Corporation
TERMS AND CONDITIONS OF SUBSCRIPTION FOR
CONVERTIBLE DEBENTURES
Whenever used in this Subscription Agreement, unless there is something in the subject matter or context inconsistent therewith, the following words and phrases shall have the respective meanings ascribed to them as follows:
“Business Day” means any day, other than (a) a Saturday or Sunday, (b) any other day on which the principal chartered banks located in Toronto, Ontario are not open for business, or (c) any other day on which banks are not required or authorized to close in New York, New York.
“Closing” shall have the meaning ascribed to such term in Section 4.1.
“Closing Date” shall have the meaning ascribed to such term in Section 4.1.
“Closing Time” shall have the meaning ascribed to such term in Section 4.1.
“Common Shares” means common shares in the capital of the Corporation.
“Convertible Debentures” shall have the meaning ascribed to such term on the face page of this Subscription Agreement.
“Corporation” means TerrAscend Corp. and includes any successor corporation to or of the Corporation.
“Disclosed Principal” shall have the meaning ascribed to such term on the face page of this Subscription Agreement.
“Governmental Body” means any domestic or foreign federal, provincial, territorial, regional, state, municipal, regional, local or other government, governmental department, quasi-governmental authority, arbitration tribunal, agency, authority or body (whether administrative, legislative, executive or otherwise), court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory authority, including the Securities Regulators and stock exchanges.
“Insider” shall have the meaning ascribed to such term in subsection 1(1) of the Securities Act (Ontario).
“Interest Shares” means the Common Shares issuable in payment of interest on the Convertible Debentures as described in the Term Sheet and in accordance with the terms of the Convertible Debentures.
“International Jurisdiction” shall have the meaning ascribed to such term in Section 6.1.
“Maturity Date” means the date that is 60 months following the Closing Date.
“NI 45-106” means National Instrument 45-106 - Prospectus Exemptions.
“Offering” means the offering of approximately US$25,000,000 aggregate principal amount of Convertible Debentures to be issued and sold by the Corporation pursuant to the Subscription Agreements.
“person” means any individual, corporation, partnership, trust, fund, association, syndicate, organization or other organized group of persons, whether incorporated or not, and an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative.
“Public Disclosure Documents” shall have the meaning ascribed to such term in Section 5.1.
“Registrant” means a dealer, adviser, investment fund manager, an ultimate designated person or chief compliance officer as those terms are used pursuant to the Securities Laws, or a person (as that term is defined herein) registered or otherwise required to be registered under the Securities Laws.
“SEC” means the United States Securities and Exchange Commission.
“Securities Laws” means as applicable, the securities laws, regulations, rules, blanket rulings, policies, notices, interpretation notes, orders and multilateral or national instruments adopted by the Securities Regulators and the rules and policies of the TSX.
“Securities Regulators” means the securities commission or other securities regulatory authorities of all of the Selling Jurisdictions or the relevant Selling Jurisdictions as the context so requires.
“Selling Jurisdictions” means the provinces and territories of Canada, the United States and such other jurisdictions in Canada and outside of Canada which are agreed to by the Corporation.
“Subscriber” means the subscriber for the Convertible Debentures as set out on the face page of this Subscription Agreement and includes, as applicable, each Disclosed Principal for whom it is acting.
“Subscription Agreement” means this subscription agreement (including any schedules hereto) and any instrument amending this Subscription Agreement; “herein”, “hereof”, “hereto”, “hereunder”, and similar expressions mean and refer to this Subscription Agreement and not to a particular Article or Section; and the expression “Article” or “Section” followed by a number means and refers to the specified Article or Section of this Subscription Agreement.
“Subscription Amount” shall have the meaning ascribed to such term on the face page of this Subscription Agreement.
“Subscription Price” shall have the meaning ascribed to such term on the face page of this Subscription Agreement.
“Term Sheet” means the term sheet attached hereto as Schedule “A”.
“TSX” means the Toronto Stock Exchange.
“Underlying Shares” means the Common Shares issuable on conversion of the Convertible Debentures.
“United States” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.
“U.S. Securities Act” means the United States Securities Act of 1933, as amended.
Words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine gender and words importing persons shall include firms and corporations and vice versa.
Unless otherwise specified, all dollar amounts in this Subscription Agreement, including the symbol “$”, are expressed in Canadian dollars.
The division of this Subscription Agreement into Articles, Sections, Schedules and other subdivisions and the inclusion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Subscription Agreement. The headings in this Subscription Agreement are not intended to be full or precise descriptions of the text to which they refer. Unless something in the subject matter or context is inconsistent therewith, references herein to an Article, Section, Subsection, paragraph, clause or Schedule are to the applicable article, section, subsection, paragraph, clause or schedule of this Subscription Agreement.
The following are the Schedules attached to and incorporated in this Subscription Agreement by reference and deemed to be a part hereof:
Schedule “A” - Term Sheet
Schedule “B” - Canadian Accredited Investor Status Certificate
Schedule “C” - Employee, Executive Officer, Director and Consultant Status
Certificate
Schedule “D” - Offshore Purchaser Certificate
Schedule “E” - Accredited Investor Certificate
Schedule “F” - Contact Information For Canadian Securities Commissions
Schedule “G” - Wire Instructions
Schedule “H” - Election to Apply Existing Debenture Proceeds
The Subscriber hereby confirms its irrevocable subscription for the number of Convertible Debentures as set out on the face page hereof from the Corporation, on and subject to the terms and conditions set out in this Subscription Agreement, for the Subscription Amount which is payable as described in Article 4 hereto.
The Convertible Debentures shall be in such form and shall contain such terms and conditions as agreed to by the Corporation. A summary of certain terms of the Convertible Debentures are set forth in the Term Sheet attached hereto as Schedule “A”, however, reference should be made to the definitive terms of the Convertible Debentures. In the event of a conflict or inconsistency between the Term Sheet and the terms of the Convertible Debentures, the terms of the Convertible Debentures shall be paramount and shall govern.
The Subscriber acknowledges that the outstanding principal under each Convertible Debenture shall bear interest at a rate of 8.00% per annum payable quarterly in arrears on each of March 31, June 30, September 30 and December 31 in each year that such Convertible Debenture is outstanding. Notwithstanding the foregoing, the Corporation may, in its sole discretion, elect to pay all or any portion of the interest accrued on the principal outstanding under the Convertible Debentures during any interest period in kind (and not in cash) by capitalizing such interest as additional principal, which interest shall constitute “PIK Interest” under the Convertible Debentures. If any interest is capitalized in accordance with the Convertible Debentures, then the amount of PIK Interest to be added to the outstanding principal for such interest period shall be calculated based on an interest rate equal to 9.00% per annum, provided that if the Corporation elects to pay all or any portion of the interest accrued on the outstanding principal by way of PIK Interest for more than 4 interest periods, then for each additional interest period where PIK Interest is paid, the PIK Interest for each such additional interest period shall be calculated based on an interest rate equal to 10.00% per annum.
The Subscriber acknowledges and agrees that the Corporation reserves the right, in its absolute discretion, to reject this subscription for Convertible Debentures, in whole or in part, at any time prior to the Closing Time. If this subscription is rejected in whole, any cheques or other forms of payment delivered to the Corporation or to counsel to the Corporation representing the Subscription Amount will be promptly returned to the Subscriber without interest or deduction. If this subscription is accepted only in part, a cheque representing any refund of the Subscription Amount for that portion of the subscription for the Convertible Debentures which is not accepted, will be promptly delivered to the Subscriber without interest or deduction.
Delivery and sale of the Convertible Debentures and payment of the Subscription Amount will be completed (the “Closing”) electronically at 12:01 a.m. (Toronto time) (the “Closing Time”) on June 23, 2026 or such other place, date or time as the Corporation may determine (the “Closing Date”), provided such date is not later than a day mandated by the TSX. At Closing, settlement of the Convertible Debentures will be completed in certificated form. If on or prior to the Closing Time, the terms and conditions contained in this Subscription Agreement have been complied with, this completed Subscription Agreement has been delivered to the Corporation and the Subscription Amount for the Convertible Debentures subscribed for under this Subscription Agreement has been paid in accordance with Section 4.2(a), Cassels Brock & Blackwell LLP is irrevocably directed to release the Subscription Amount to the Corporation and to issue the Convertible Debentures subscribed for hereunder. The Subscriber will take up, purchase and pay for the Convertible Debentures purchased hereunder at the Closing upon the satisfaction of the conditions set out herein. The Subscriber agrees to indemnify and hold harmless Cassels Brock & Blackwell LLP for any losses, costs, damages or other liability that Cassels Brock & Blackwell LLP may suffer or incur in connection with any act or omission by Cassels Brock & Blackwell LLP taken or made pursuant to this Section 4.1.
The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement and the Corporation is relying on the truth of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time:
The Subscriber irrevocably authorizes the Corporation, in its discretion, to act as the Subscriber’s representative in connection with the Offering and at the Closing, and hereby appoints the Corporation, with full power of substitution, as its true and lawful attorney with full power and authority in the Subscriber’s place and stead:
This power of attorney is irrevocable, is coupled with an interest and has been given for valuable consideration, the receipt and adequacy of which is acknowledged. This power of attorney and other rights and privileges granted under this section will survive any legal or mental incapacity, dissolution, bankruptcy or death of the Subscriber. This power of attorney extends to the heirs, executors, administrators, other legal representatives and successors, transferees and assigns of the Subscriber. Any person dealing with the Corporation may conclusively presume and rely upon the fact that any document, instrument or agreement executed by the Corporation pursuant to this power of attorney is authorized and binding on the Subscriber, without further inquiry. The Subscriber agrees to be bound by any representations or actions made or taken by the Corporation pursuant to this power of attorney, and waives any and all defences that may be available to contest, negate or disaffirm any action of the Corporation taken in good faith under this power of attorney.
THE CORPORATION
The Corporation hereby represents and warrants to and covenants and agrees with the Subscriber, as of the date hereof and as of the Closing Date, that:
The Subscriber, on its own behalf and, if applicable, on behalf of each beneficial purchaser, including any Disclosed Principal, for whom it is acting hereunder, hereby acknowledges, represents and warrants to, and covenants with, the Corporation as follows and acknowledges that the Corporation is relying on such acknowledgments, representations, warranties and covenants in connection with the transactions contemplated herein:
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE COMMON SHARES, IF ANY, ISSUABLE UPON CONVERSION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AND ANY COMMON SHARES ISSUABLE AS INTEREST THEREON, HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”
if the Subscriber is an “affiliate” of the issuer for purposes of Rule 144 under the U.S. Securities Act:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). ANY AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE CORPORATION THAT ACQUIRES THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR ANY COMMON SHARES ISSUED UPON CONVERSION OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE (OR ANY INTEREST IN ANY OF THE FOREGOING) MAY NOT RESELL SUCH SECURITIES OR SHARES (OR INTEREST THEREIN), AS APPLICABLE, UNLESS IN A TRANSACTION THAT IS REGISTERED UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IN A TRANSACTION IMMEDIATELY FOLLOWING WHICH SUCH RESOLD SECURITY OR SHARE (OR INTEREST THEREIN), AS APPLICABLE, IS NOT A “RESTRICTED SECURITY” (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT).
“UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE COMMON SHARES, IF ANY, ISSUABLE UPON CONVERSION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AND ANY COMMON SHARES ISSUABLE AS INTEREST THEREON, MUST NOT TRADE ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR COMMON SHARES ISSUABLE UPON CONVERSION THEREOF, AND ANY COMMON SHARES ISSUABLE AS INTEREST THEREON, BEFORE [INSERT DATE THAT IS FOUR (4) MONTHS AND ONE (1) DAY AFTER THE CLOSING DATE].”
The Subscriber, on its own behalf and, if applicable, on behalf of each beneficial purchaser, including any Disclosed Principal, for whom it is acting hereunder, hereby acknowledges, covenants and agrees as follows:
The Subscriber acknowledges and agrees that the representations, warranties, covenants and acknowledgements made by the Subscriber in this Subscription Agreement are made with the intention that they may be relied upon by the Corporation and its legal counsel in determining the Subscriber's eligibility (and, if applicable, the eligibility of the Disclosed Principal) to purchase the Convertible Debentures. The Subscriber further agrees that by accepting the Convertible Debentures, the Subscriber shall be representing and warranting that such representations, warranties, acknowledgements and covenants are true as at the Closing Time with the same force and effect as if they had been made by the Subscriber at the Closing Time. The Subscriber undertakes to immediately notify the Corporation of any change in any statement or other information relating to the Subscriber set forth herein (including in any applicable Schedule attached hereto) which takes place prior to the Closing Time.
The representations, warranties and covenants of the Corporation contained in this Subscription Agreement shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Subscriber with respect thereto, shall continue in full force and effect for the benefit of the Subscriber for a period of one year following the Closing.
The representations, warranties and covenants of the Subscriber contained in this Subscription Agreement shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Corporation with respect thereto and notwithstanding any subsequent disposition by the Subscriber of any of the Convertible Debentures, Underlying Shares or Interest Shares, shall continue in full force and effect for the benefit of the Corporation for a period of two years following the Closing.
ARTICLE 8 – MISCELLANEOUS
8.1 Further Assurances
Each of the parties hereto upon the request of each of the other parties hereto, whether before or after the Closing Time, shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, deeds, documents, assignments, transfers, conveyances, powers of attorney and assurances as may reasonably be necessary or desirable to complete the transactions contemplated herein.
8.2 Notices
TerrAscend Corp.
77 City Centre Drive, Suite 501, East Tower
Mississauga, ON L5B 1M5
Attention: Lynn Gefen, Chief People and Legal Officer, Corporate Secretary
Email: [***]
with a copy to (which shall not constitute notice):
Cassels Brock & Blackwell LLP
40 Temperance Street, Suite 3200
Toronto, ON M5H 0B4
Attention: Jonathan Sherman
Email: [***]
8.3 Time of the Essence
Time shall be of the essence of this Subscription Agreement and every part hereof.
8.4 Costs and Expenses
All costs and expenses (including, without limitation, the fees and disbursements of legal counsel) incurred in connection with this Subscription Agreement and the transactions herein contemplated shall be paid and borne by the party incurring such costs and expenses.
8.5 Applicable Law
This Subscription Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the Province of Ontario and the laws of Canada applicable therein. Any and all disputes arising under this Subscription Agreement, whether as to interpretation, performance or otherwise, shall be subject to the non-exclusive jurisdiction of the courts of the Province of Ontario and each of the parties hereto hereby irrevocably attorns to the jurisdiction of the courts of such jurisdiction.
8.6 Entire Agreement
This Subscription Agreement, including the Schedules attached hereto, constitutes the entire agreement between the parties hereto with respect to the transactions contemplated herein and cancels and supersedes any prior understandings, agreements, negotiations and discussions between the parties hereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements or understandings, express or implied, between the parties hereto other than those expressly set forth in this Subscription Agreement or in any such agreement, certificate, affidavit, statutory declaration or other document as aforesaid. This Subscription Agreement may not be amended or modified in any respect except by written instrument executed by each of the parties hereto.
8.7 Counterparts
This Subscription Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same Subscription Agreement. Counterparts may be delivered either in original or emailed PDF or electronic form and the parties adopt any signature received by email as original signatures of the parties. If less than a complete copy of this Subscription Agreement is delivered to the Corporation, the Corporation, and its advisors are entitled to assume that the Subscriber accepts and agrees to all the terms and conditions of the pages not delivered, unaltered.
8.8 Assignment
This Subscription Agreement may not be assigned by either party except with the prior written consent of the other parties hereto.
8.9 Enurement
This Subscription Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, successors (including any successor by reason of the amalgamation or merger of any party), administrators and permitted assigns.
8.10 Language
It is the express wish of the Subscriber that the Subscription Agreement and any related documentation be drawn up in English. Il est de la volonté expresse du souscripteur que la présente convention de souscription ainsi que tout document connexe soient rédigés en langue anglaise.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
The Corporation hereby accepts the subscription for Convertible Debentures as set forth on the face page of this Subscription Agreement on the terms and conditions contained in this Subscription Agreement (including all applicable Schedules attached hereto) this ____ day of June, 2026.
TERRASCEND CORP.
Per:
Authorized Signing Officer
SCHEDULE “A”
TERM SHEET
(See attached.)
TerrAscend 2026 Debenture Offering:
Overview of Key Terms
SCHEDULE “B”
Canadian Accredited Investor Status CERTIFICATE
The categories listed herein contain certain specifically defined terms. If you are unsure as to the meanings of those terms, or are unsure as to the applicability of any category below, please contact your broker and/or legal advisor before completing this certificate. This Schedule “B” is to be completed if the Subscriber is, or, if applicable, the beneficial purchaser for whom the Subscriber is contracting hereunder is, a resident of, or otherwise subject to the Securities Laws of, a province or territory of Canada.
Terms not otherwise defined herein have the meanings attributed to them in the Subscription Agreement and in National Instrument 45-106 – Prospectus Exemptions ("NI 45-106") promulgated under applicable Securities Laws. All monetary references are in Canadian dollars.
TO: TerrAscend Corp. (the “Corporation”)
In connection with the purchase by the undersigned Subscriber of the Convertible Debentures, the Subscriber, on its own behalf and on behalf of each Disclosed Principal for whom the Subscriber is acting (collectively, the “Subscriber”), hereby represents, warrants, covenants and certifies to the Corporation (and acknowledges that the Corporation and its counsel are relying thereon) that:
(PLEASE CHECK THE BOX OF THE APPLICABLE CATEGORY OF ACCREDITED INVESTOR)
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(a) except in Ontario, a Canadian financial institution, or a Schedule III bank;
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(a.1) in Ontario, a financial institution that is (i) a bank listed in Schedule I, II or III of the Bank Act (Canada); (ii) an association to which the Cooperative Credit Associations Act (Canada) applies or a central cooperative credit society for which an order has been made under subsection 473(1) of the Securities Act (Ontario); or (iii) a loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative or credit union league or federation that is authorized by a statute of Canada or Ontario to carry on business in Canada or Ontario, as the case may be;
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(b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);
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(c) a subsidiary of any person or company referred to in paragraphs (a), (a.1) or (b), if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;
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(d) a person or company registered under the securities legislation of a jurisdiction (province or territory) of Canada as an adviser or dealer (or in Ontario, except as otherwise prescribed by the regulations under the Securities Act (Ontario));
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(e) an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d);
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(e.1) an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador); |
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(f) the Government of Canada or a jurisdiction (province or territory) of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction (province or territory) of Canada;
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(g) a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;
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(h) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;
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(i) a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction (province or territory) of Canada;
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(j) an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that, before taxes, but net of any related liabilities, exceeds $1,000,000;
[Note: If you have initialed besides this subsection (j), you must complete Exhibit “A” to this Schedule “B”.] |
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(j.1) an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5,000,000;
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(k) an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;
[Note: If you have initialed besides this subsection (k), you must complete Exhibit “A” to this Schedule “B”.]
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(l) an individual who, either alone or with a spouse, has net assets of at least $5,000,000;
[Note: If you have initialed besides this subsection (l), you must complete Exhibit “A” to this Schedule “B”.]
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(m) a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements;
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(n) an investment fund that distributes or has distributed its securities only to (i) a person that is or was an accredited investor at the time of the distribution, (ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment] or 2.19 [Additional investment in investment funds] of NI 45-106, or (iii) a person described in sub-paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment] of NI 45-106;
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(o) an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt;
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(p) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be;
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(q) a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;
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(r) a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded;
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(s) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function;
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(t) a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors;
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(u) an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser;
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(v) a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor; or
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(w) a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse. |
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(x) in Ontario, such other persons or companies as may be prescribed by the regulations under the Securities Act (Ontario). ***If checking this category (x), please provide a description of how this requirement is met. |
For the purposes hereof, the following definitions are included for convenience:
(i) a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed, and
(ii) in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not
(i) an individual,
(ii) a corporation,
(iii) a partnership, trust, fund and an association, syndicate, organization or other organized group of persons whether incorporated or not, and
(iv) an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative.
In NI 45-106 a person or company is an affiliate of another person or company if one of them is a subsidiary of the other, or if each of them is controlled by the same person.
In NI 45-106 and except in Part 2 Division 4 (Employee, Executive Officer, Director and Consultant Exemption) of NI 45-106, a person (first person) is considered to control another person (second person) if (a) the first person beneficially owns or directly or indirectly exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation, (b) the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership, or (c) the second person is a limited partnership and the general partner of the limited partnership is the first person.
The foregoing representations, warranties and certifications contained in this certificate are true and accurate as of the date of this certificate and will be true and accurate as of the Closing Time (as defined in the Subscription Agreement to which this Schedule “B” is attached) and the Subscriber acknowledges that this accredited investor status certificate is incorporated into and forms a part of the Subscription Agreement to which it is attached. If any such representations, warranties and certifications shall not be true and accurate prior to the Closing Time, the undersigned shall give immediate written notice of such fact to the Corporation prior to the Closing Time.
Dated: |
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Signed: |
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__________________________________________ Print the name of Subscriber |
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__________________________________________ If Subscriber is a corporation, |
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EXHIBIT “A” TO SCHEDULE “B”
FORM FOR INDIVIDUAL ACCREDITED INVESTORS
This investment is risky. Don't invest unless you can afford to lose all the money you pay for this investment. |
SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER |
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1. About your investment |
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Type of securities: Convertible Debentures |
Issuer: TerrAscend Corp. |
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Purchased from: TerrAscend Corp. |
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SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER |
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2. Risk acknowledgement |
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Your |
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Risk of loss - You could lose your entire investment of $ _____________ . [Instruction: Insert the total dollar amount of the investment.] |
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Liquidity risk - You may not be able to sell your investment quickly - or at all. |
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Lack of information - You may receive little or no information about your investment. |
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Lack of advice - You will not receive advice from the salesperson about whether this investment is suitable for you unless the salesperson is registered. The salesperson is the person who meets with, or provides information to, you about making this investment. To check whether the salesperson is registered, go to www.aretheyregistered.ca. |
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3. Accredited investor status |
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You must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies to you. (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring that you meet the definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have questions about whether you meet these criteria. |
Your |
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• Your net income before taxes was more than $200,000 in each of the 2 most recent calendar years, and you expect it to be more than $200,000 in the current calendar year. (You can find your net income before taxes on your personal income tax return.) |
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• Your net income before taxes combined with your spouse's was more than $300,000 in each of the 2 most recent calendar years, and you expect your combined net income before taxes to be more than $300,000 in the current calendar year. |
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• Either alone or with your spouse, you own more than $1 million in cash and securities, after subtracting any debt related to the cash and securities. |
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• Either alone or with your spouse, you have net assets worth more than $5 million. (Your net assets are your total assets (including real estate) minus your total debt.) |
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4. Your name and signature |
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By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form. |
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First and last name (please print):
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Signature: |
Date: |
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SECTION 5 TO BE COMPLETED BY THE SALESPERSON |
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5. Salesperson information |
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[Instruction: The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment. That could include a representative of the issuer or selling security holder, a registrant or a person who is exempt from the registration requirement.] |
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First and last name of salesperson (please print):
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Telephone:
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Email: |
Name of firm (if registered):
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SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER |
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6. For more information about this investment |
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TerrAscend Corp. 77 City Centre Drive, Suite 501, East Tower Mississauga, ON L5B 1M5
Lynn Gefen, Chief People and Legal Officer, Corporate Secretary Phone: [***] Email: [***] Website: www.terrascend.com For more information about prospectus exemptions, contact your local securities regulator. You can find contact information at www.securities-administrators.ca.
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SCHEDULE “C”
EMPLOYEE, EXECUTIVE OFFICER, DIRECTOR AND CONSULTANT
STATUS CERTIFICATE
This Schedule “C” is to be completed if the Subscriber is, or, if applicable, the beneficial purchaser for whom the Subscriber is contracting hereunder is, relying on the Employee, Executive Officer, Director and Consultant Exemption of NI 45-106.
TO: TerrAscend Corp. (the “Corporation”)
In connection with the purchase by the undersigned Subscriber of the Convertible Debentures, the Subscriber, on its own behalf and on behalf of each Disclosed Principal for whom the Subscriber is acting (collectively, the “Subscriber”) hereby represents, warrants, covenants and certifies to the Corporation (and acknowledges that the Corporation and its counsel are relying thereon) that:
The foregoing representations contained in this certificate are true and accurate as of the date of this certificate and will be true and accurate as of the Closing Time (as defined in the Subscription Agreement to which this Schedule “C” is attached) and the Subscriber acknowledges that this Employee, Executive Officer, Director and Consultant Status Certificate is incorporated into and forms a part of the Subscription Agreement to which it is attached. If any such representations shall not be true and accurate prior to the Closing Time, the undersigned shall give immediate written notice of such fact to the Corporation prior to the Closing Time.
Dated: |
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Signed: _______ |
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Print the name of Subscriber |
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If Subscriber is a corporation, |
SCHEDULE “D”
offshore purchaser CERTIFICATE
(For investors outside of Canada and the United States)
TO: TerrAscend Corp. (the “Corporation”)
Reference is made to the subscription agreement between the Corporation and the undersigned (referred to herein as the “Subscriber”) dated as of the date hereof (the “Subscription Agreement”). Upon execution of this Subscriber Certificate by the Subscriber, this Subscriber Certificate (including all appendices thereto) shall be incorporated into and form a part of the Subscription Agreement.
Capitalized terms not specifically defined in this Schedule “D” have the meanings ascribed to them in the Subscription Agreement to which this Schedule “D” is attached.
In connection with the purchase by the undersigned Subscriber of the Convertible Debentures, the Subscriber, on its own behalf and on behalf of each Disclosed Principal for whom the Subscriber is acting (collectively, the “Subscriber”) hereby represents, warrants, covenants and certifies to the Corporation (and acknowledges that the Corporation and its counsel are relying thereon) that:
The foregoing representations contained in this certificate are true and accurate as of the date of this certificate and will be true and accurate as of the Closing Time (as defined in the Subscription Agreement to which this Schedule “D” is attached) and the Subscriber acknowledges that this Offshore Purchaser Certificate is incorporated into and forms a part of the Subscription Agreement to which it is attached. If any such representations shall not be true and accurate prior to the Closing Time, the undersigned shall give immediate written notice of such fact to the Corporation prior to the Closing Time.
Dated: |
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Signed: _______ |
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Print the name of Subscriber |
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If Subscriber is a corporation, |
SCHEDULE “E”
Accredited Investor CERTIFICATE
The categories listed herein contain certain specifically defined terms. If you are unsure as to the meanings of those terms, or are unsure as to the applicability of any category below, please contact your broker and/or legal advisor before completing this certificate.
TO: TerrAscend Corp. (the “Corporation”)
The undersigned, on its own behalf and, if applicable, on behalf of each beneficial purchaser, including each Disclosed Principal, for whom it is acting, hereby represents and warrants to and covenants and agrees with the Corporation that as of the date of the Subscription Agreement to which this Schedule “E” is annexed and as of the Closing (as defined in such Subscription Agreement) that:
Initial if True
Initial if True
Initial if True
Initial if True
Initial if True
Initial if True
Initial if True
Initial if True
______ Category l. |
A bank as defined in Section 3(a)(2) of the U.S. Securities Act whether acting in its individual or fiduciary capacity; or |
______ Category 2. |
A savings and loan association or other institution as defined in Section 3(a)(5)(A) of the U.S. Securities Act, whether acting in its individual or fiduciary capacity; or |
______ Category 3. |
A broker or dealer registered pursuant to Section 15 of the United States Securities Exchange of 1934, as amended; or |
______ Category 4. |
An insurance company as defined in Section 2(a)(13) of the U.S. Securities Act; or |
______ Category 5. |
An investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; or |
______ Category 6. |
An investment adviser relying on the exemption from registering with the SEC under section 203(l) or (m) of the Investment Advisers Act of 1940; or |
______ Category 7. |
An investment company registered under the United States Investment Company Act of 1940, as amended; or |
______ Category 8. |
A business development company as defined in Section 2(a)(48) of the United States Investment Company Act of 1940, as amended; or |
______ Category 9. |
A small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the United States Small Business Investment Act of 1958, as amended; or |
______ Category 10. |
A Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; or |
______ Category 11. |
A plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, with total assets in excess of U.S.$5,000,000; or |
______ Category 12. |
An employee benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974, as amended, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment advisor, or an employee benefit plan |
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with total assets in excess of U.S.$5,000,000 or, if a self-directed plan, the investment decisions are made solely by persons who are Accredited Investors; or |
______ Category 13. |
A private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940, as amended; or |
______ Category 14. |
An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust, a partnership or a limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of U.S.$5,000,000; or |
______ Category 15. |
A director, executive officer or general partner of the Corporation; or |
______ Category 16. |
A natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, at the time of that person’s purchase exceeds U.S.$ 1,000,000 (excluding the net value of the primary residence of the natural person, with such value being net of any mortgage or other indebtedness secured by the natural person’s primary residence); or |
______ Category 17. |
A natural person who had an individual income in excess of U.S.$200,000 in each of the two most recent years or joint income with that person’s spouse or spousal equivalent in excess of U.S.$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or |
______ Category 18. |
A trust, with total assets in excess of U.S.$5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described under the Rule 506(b)(2)(ii) of Regulation D under the U.S. Securities Act; or |
______ Category 19. |
An entity in which all of the equity owners are accredited investors; or |
______ Category 20. |
An entity, of a type not listed in Categories 1-15, 19 or 20, not formed for the specific purpose of acquiring the securities offered, owning investments (as determined in accordance with Rule 2a51-1(b) under the Investment Company Act of 1940) in excess of U.S. $5,000,000; or |
______ Category 21. |
Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the U.S. Securities and Exchange Commission has designated, by order, as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this Category 22, the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual’s comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable; The undersigned shall identify for the Corporation the certification, designation or credential on which the undersigned is relying for purposes of this Category 21, including the issuing organization or accredited educational institution, any applicable CRD, license or other identifying number, and any other information reasonably requested by the Corporation to verify the undersigned’s accredited investor status; or |
______ Category 22. |
Any natural person who is a “knowledgeable employee,” as defined in rule 3c–5(a)(4) under the Investment Company Act of 1940, as amended, of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; or |
______ Category 23. |
Any “family office,” as defined in rule 202(a)(11)(G)–1 under the Investment Advisers Act of 1940, as amended: (i) With assets under management in excess of $5,000,000, |
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(ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; or |
______ Category 24. |
Any “family client,” as defined in rule 202(a)(11)(G)–1 under the Investment Advisers Act of 1940, as amended, of a family office meeting the requirements in Category 24 and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (iii) of Category 24. |
The representations, warranties, statements and certification made in this Certificate are true and accurate as of the date of this Certificate and will be true and accurate as of the Closing Time. If any such representation, warranty, statement or certification becomes untrue or inaccurate prior to the Closing Time, the undersigned shall give the Corporation immediate written notice thereof.
The undersigned agrees that the Subscription Agreement and this Certificate may not be cancelled, terminated, or revoked by the undersigned.
The undersigned acknowledges that the Corporation will be relying on this Certificate in connection with the Subscription Agreement.
Capitalized terms used in this Certificate but not defined have the meanings given to them in the Subscription Agreement.
[Signature page follows]
EXECUTED by the Subscriber this day of , 2026.
If a corporation, partnership or other entity:
Signature of Authorized Signatory
Name and Title of Signatory
Name of Purchasing Entity
Jurisdiction of Incorporation/Formation |
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If an individual:
Signature
Print Name
Jurisdiction of Residence
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SCHEDULE “F”
CONTACT INFORMATION FOR CANADIAN SECURITIES COMMISSIONS
Alberta Securities Commission Suite 600, 250 – 5th Street SW Calgary, Alberta T2P 0R4 Telephone: (403) 297-6454 Toll free in Canada: 1-877-355-0585 Facsimile: (403) 297-2082 British Columbia Securities Commission P.O. Box 10142, Pacific Centre 701 West Georgia Street Vancouver, British Columbia V7Y 1L2 Inquiries: (604) 899-6854 Toll free in Canada: 1-800-373-6393 Facsimile: (604) 899-6581 Email: [email protected] The Manitoba Securities Commission 500 – 400 St. Mary Avenue Winnipeg, Manitoba R3C 4K5 Telephone: (204) 945-2548 Toll free in Manitoba 1-800-655-5244 Facsimile: (204) 945-0330 Financial and Consumer Services Commission (New Brunswick) 85 Charlotte Street, Suite 300 Saint John, New Brunswick E2L 2J2 Telephone: (506) 658-3060 Toll free in Canada: 1-866-933-2222 Facsimile: (506) 658-3059 Email: [email protected] Government of Newfoundland and Labrador Financial Services Regulation Division P.O. Box 8700 Confederation Building 2nd Floor, West Block Prince Philip Drive St. John's, Newfoundland and Labrador A1B 4J6 Attention: Director of Securities Telephone: (709) 729-4189 Facsimile: (709) 729-6187 Government of the Northwest Territories Office of the Superintendent of Securities P.O. Box 1320 Yellowknife, Northwest Territories X1A 2L9 Attention: Deputy Superintendent, Legal & Enforcement Telephone: (867) 920-8984 Facsimile: (867) 873-0243 Nova Scotia Securities Commission Suite 400, 5251 Duke Street Duke Tower P.O. Box 458 Halifax, Nova Scotia B3J 2P8 Telephone: (902) 424-7768 Facsimile: (902) 424-4625 |
Government of Nunavut Department of Justice Legal Registries Division P.O. Box 1000, Station 570 1st Floor, Brown Building Iqaluit, Nunavut X0A 0H0 Telephone: (867) 975-6590 Facsimile: (867) 975-6594
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Ontario Securities Commission 20 Queen Street West, 22nd Floor Toronto, Ontario M5H 3S8 Telephone: (416) 593- 8314 Toll free in Canada: 1-877-785-1555 Facsimile: (416) 593-8122 Email: [email protected] Public official contact regarding indirect collection of information: Inquiries Officer
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Prince Edward Island Securities Office 95 Rochford Street, 4th Floor Shaw Building P.O. Box 2000 Charlottetown, Prince Edward Island C1A 7N8 Telephone: (902) 368-4569 Facsimile: (902) 368-5283
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Autorité des marchés financiers 800, Square Victoria, 22e étage C.P. 246, Tour de la Bourse Montréal, Québec H4Z 1G3 Telephone: (514) 395-0337 or 1-877-525-0337 Facsimile: (514) 873-6155 (For filing purposes only) Facsimile: (514) 864-6381 (For privacy requests only) Email: [email protected] (For corporate finance issuers); [email protected] (For investment fund issuers)
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Financial and Consumer Affairs Authority of Saskatchewan Suite 601 - 1919 Saskatchewan Drive Regina, Saskatchewan S4P 4H2 Telephone: (306) 787-5879 Facsimile: (306) 787-5899
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Government of Yukon Department of Community Services Law Centre, 3rd Floor 2130 Second Avenue Whitehorse, Yukon Y1A 5H6 Telephone: (867) 667-5314 Facsimile: (867) 393-6251
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SCHEDULE “G”
WIRE INSTRUCTIONS – US DOLLARS
[***]
SCHEDULE “H”
ELECTION TO APPLY EXISTING DEBENTURE PROCEEDS
Capitalized terms used but not defined in this Schedule “H” have the respective meanings ascribed to them in the Subscription Agreement to which this Schedule “H” is attached. For the purposes of this Schedule “H, “Existing Debentures” means the 9.9% senior unsecured convertible debentures of the Corporation due June 23, 2026.
1. Application of Existing Debenture Proceeds as Consideration
____ all (check if applicable)
____ a portion (check if applicable)
of the aggregate outstanding principal amount and accrued and unpaid interest owing to the Subscriber under the Existing Debentures (the “Applied Amount”), shall, immediately prior to the Closing Time and without any further act or formality required on the part of any person, be applied toward and credited against the Subscription Amount payable by the Subscriber under the Subscription Agreement in lieu of a cash payment in respect of such amount. The Subscriber acknowledges and agrees that the application of the Applied Amount shall constitute valid and sufficient consideration for the issuance by the Corporation to the Subscriber of Convertible Debentures in an aggregate principal amount equal to the Applied Amount.
2. Satisfaction, Discharge and Release
1 Amount provided herein must be equal to or less than the Subscription Amount.
Upon execution of this Schedule “H” by the Subscriber, this Schedule “H” shall be incorporated into and form a part of the Subscription Agreement to which this Schedule “H” is attached.
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[UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE COMMON SHARES, IF ANY, ISSUABLE UPON CONVERSION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AND ANY COMMON SHARES ISSUABLE AS INTEREST THEREON, MUST NOT TRADE ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR COMMON SHARES ISSUABLE UPON CONVERSION THEREOF, AND ANY COMMON SHARES ISSUABLE AS INTEREST THEREON, BEFORE [INSERT DATE THAT IS 4 MONTHS AND 1 DAY AFTER THE CLOSING DATE].] 1
THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE COMMON SHARES, IF ANY, ISSUABLE UPON CONVERSION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AND ANY COMMON SHARES ISSUABLE AS INTEREST THEREON, HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.
[THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). ANY AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE ISSUER THAT ACQUIRES THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR ANY COMMON SHARES ISSUED UPON CONVERSION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (OR ANY INTEREST IN ANY OF THE FOREGOING) MAY NOT RESELL SUCH SECURITIES OR SHARES (OR INTEREST THEREIN), AS APPLICABLE, UNLESS IN A TRANSACTION THAT IS REGISTERED UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IN A TRANSACTION IMMEDIATELY FOLLOWING WHICH SUCH RESOLD SECURITY OR SHARE (OR INTEREST THEREIN), AS APPLICABLE, IS NOT A “RESTRICTED SECURITY” (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT).]2
SECURED CONVERTIBLE DEBENTURE
FROM: TerrAscend Corp. (the “Issuer”)
TO: [Holder] with its address for notice being [Address] (the “Holder”)
INITIAL PRINCIPAL
AMOUNT: U.S.$[<>]
DATE: June 23, 2026 (the “Closing Date”)
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1 NTD: Insert for debentures issued to holders in Canada.
2 NTD: Insert for debentures issued to Affiliates.
(A) any statute or other law that applies to it;
(B) its articles or by-laws;
(C) subject to receipt of all required consents, any agreement to which it is a party or by which it is bound; or
(D) any judgment or other order that binds it or its assets; or
in the case of the Issuer, to:
TerrAscend Corp.
77 City Centre Drive, Suite 501, East Tower
Mississauga, Ontario, L5B 1M5
Attention: Lynn Gefen
Email: [***]
With a copy to (which shall not constitute notice to the Issuer):
Cassels Brock & Blackwell LLP
Suite 3200, Bay Adelaide Centre – North Tower
40 Temperance St.
Toronto, Ontario M5H 0B4
Attention: Jonathan Sherman
Email: [***]
in the case of the Holder, to the address listed on the first page of this debenture.
Any Notice is effective: (i) upon personal delivery to the party to be notified, (ii) 5 days after having been sent by registered or certified mail, return receipt requested, postage prepaid, (iii) when sent by confirmed electronic mail if sent before 5:00 p.m. local time of the recipient, if not, then on the next Business Day, or (iv) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.
The Issuer has executed this debenture dated as of the Closing Date.
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SCHEDULE “A”
DEFINITIONS
The following definitions apply to the debenture to which this schedule is attached (this “debenture”):
“affiliate” has the meaning ascribed thereto in the Securities Act (Ontario).
“Bankruptcy Event” means, with respect to the Issuer, that (a) the Issuer fails to pay or perform its obligations generally as they become due or admits its inability to pay its debts generally, (b) the Issuer commits an act of bankruptcy within the meaning of the Bankruptcy and Insolvency Act (Canada), (c) a Bankruptcy Proceeding is instituted by or against the Issuer (excluding any Bankruptcy Proceeding being contested by the Issuer in good faith by appropriate proceedings so long as enforcement remains stayed, none of the relief sought is granted (either on an interim or permanent basis), and the Bankruptcy Proceeding is dismissed within 90 days of its commencement), or (d) the Issuer takes any action to authorize any of the actions set forth above in this definition.
“Bankruptcy Proceeding” means, with respect to the Issuer, any proceeding contemplated by any application, petition, assignment, filing of notice, or other means, whether voluntary or involuntary under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-Up and Restructuring Act (Canada), or any other similar legislation of any jurisdiction seeking any moratorium, reorganization, adjustment, composition, proposal, compromise, arrangement, or other similar relief in respect of any or all of the Issuer’s obligations, seeking the winding up, liquidation, or dissolution of the Issuer or all or any part of its businesses, undertaking, properties, and assets, seeking any order declaring, finding, or adjudging the Issuer insolvent or bankrupt, seeking the appointment (provisional, interim, or permanent) of any receiver, or resulting, by operation of law, in the bankruptcy of the Issuer.
“Business Day” means any day other than (a) a Saturday or Sunday, (b) any other day on which the principal chartered banks located in Toronto, Ontario are not open for business, or (c) any other day on which banks are not required or authorized to close in New York, New York.
“Change of Control” shall be deemed to have occurred at the time after this debenture is originally issued if either of the following occurs:
provided, however, that a transaction or transactions described in clause (a) or clause (b) above shall not constitute a Change of Control, if at least 90% of the consideration received or to be received by the common shareholders of the Issuer, excluding cash payments for fractional shares, in connection with such transaction or transactions consists of common shares that are listed or quoted on any of the Canadian Securities Exchange, Nasdaq Global Select Market, the Toronto Stock Exchange, The New York Stock Exchange or the Nasdaq Global Market (or any of their respective successors) or will be so listed or quoted when issued or exchanged in connection with such transaction or transactions and as a result of such transaction or transactions this debenture become convertible into such consideration, excluding cash payments for fractional shares (subject to the provisions hereof); and provided further, that, that a transaction or transactions described in clause (a) above shall not constitute a Change of Control, if the “person” or “group” within the meaning of Section 13(d) of the Exchange Act is, as of the date hereof, a “control person” of the Issuer within the meaning of Section 1(1) of the Securities Act (Ontario). In the case of a transaction that would have been a Change of Control but
for the proviso immediately following clause (b) of this definition, if any transaction in which the Common Shares are replaced by the securities of another entity occurs, references to the Issuer in this definition shall instead be references to such other entity.
“Collateral Agent” has the meaning ascribed thereto in Section 14.
“Common Shares” means the common shares in the capital of the Issuer.
“Conversion Price” means U.S.$0.87, as adjusted from time to time as provided in Schedule “B” attached to this debenture.
“Current Market Price” means, at any date, the volume weighted average trading price per share at which the Common Shares have traded:
during the 3 consecutive trading days ending on the Business Day before the applicable determination date and the weighted average price shall be determined by dividing the aggregate sale price of all Common Shares sold on the exchange or market, as the case may be, during the 3 consecutive trading days by the number of Common Shares sold or, if not traded on any recognized exchange or market, as determined by the board of directors of the Issuer, acting reasonably.
“Debentures” has the meaning ascribed thereto in Section 3.
“Event of Default” means the occurrence of one or more of the following events:
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“FG Loan Agreement” means that certain Loan Agreement dated as of August 1, 2024 by and among the Issuer, the borrowers from time to time party thereto, the lenders from time to time party thereto, and FG Agency Lending LLC, as administrative agent for the lenders thereunder, as amended, restated, modified or otherwise supplemented from time to time.
“Forced Conversion Date” has the meaning ascribed thereto in Section 7(b).
“Forced Conversion Notice” has the meaning ascribed thereto in Section 7(b).
“Interest Payment Date” means each of March 31, June 30, September 30 and December 31 in each year that this debenture is outstanding commencing on September 30, 2026.
“Interest Period” means the period commencing on the later of: (a) the Closing Date, and (b) the immediately preceding Interest Payment Date on which interest has been paid and, in each case, ending on the date immediately preceding the next Interest Payment Date in respect of which interest is payable.
“Maturity Date” means September 30, 2031.
“Notice” means any notice, request, direction, or other document that a party can or must make or give under this debenture.
“Offering Agreements” means the subscription agreements entered into by the Issuer with the Holder and each of the other holders of Debentures in connection with the Issuer’s private placement offering of Debentures.
“Person” includes any individual, and any corporation, partnership, governmental body, joint venture, association, trust, or any other entity.
“PIK Interest” means interest on the Principal that is paid in kind (and not in cash) and added to the Principal in accordance with Section 5(c).
“Principal” means the lesser of the Initial Principal Amount and the aggregate principal amount outstanding under this debenture from time to time and includes any PIK Interest.
“Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Subordinated GSA” has the meaning ascribed thereto in Section 14.
“Subsidiary” means, with respect to any Person (herein referred to as the “parent”), (i) any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of capital stock or other interests (including partnership interests) is, at the time any determination is being made, owned or held, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent or (ii) a majority of the members of the board of directors (or equivalent governing body) have been appointed or designated for appointment (and actually elected by persons entitled to cast a vote in respect of, or otherwise approve, such appointment or designation) by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.
“TSX” means the Toronto Stock Exchange.
“VWAP” means the per share volume weighted average trading price of the Common Shares for the applicable period (which must be calculated utilizing days in which the Common Shares actually trade) on the TSX (or if the Common Shares are no longer traded on the TSX, on such other exchange as the Common Shares are then traded); provided that the VWAP shall be converted into U.S. dollars based on the Canadian dollar to U.S. dollar conversion rate as quoted by Bloomberg on the date immediately preceding the last date of the applicable period.
“Wholly Owned Subsidiary” means, with respect to any Person, any Subsidiary of such Person, except that, solely for purposes of this definition, the reference to “more than 50%” in the definition of “Subsidiary” shall be deemed replaced by a reference to “100%”.
SCHEDULE “B”
Adjustment of Conversion Price
The Conversion Price in effect at any date shall be subject to adjustment from time to time as set forth below.
the Conversion Price in effect on the effective date of such subdivision, redivision, reduction, combination or consolidation or on the record date for such issue of Common Shares by way of a dividend or distribution, as the case may be, shall in the case of any of the events referred to in (i) and (iii) above be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or dividend, or shall, in the case of any of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation. Such adjustment shall be made successively whenever any event referred to in this Schedule “B” shall occur. Any such issue of Common Shares by way of a dividend or distribution shall be deemed to have been made on the record date for the dividend or distribution for the purpose of calculating the number of outstanding Common Shares under subsections (c) and (d) of this Schedule “B”.
The Issuer shall not become a party to any Merger Event unless its terms are consistent with paragraph (d) of this Schedule “B”.
Notwithstanding the foregoing, if the securities distributed by the Issuer to all holders of its Common Shares consist of capital stock of, or similar equity interests in, a Subsidiary or other business of the Issuer (the “Spinoff Securities”), the Conversion Price shall be adjusted, unless the Issuer makes an equivalent distribution to the Holder, so that the same shall be equal to the rate determined by multiplying
For purposes of paragraph (f) of this Schedule “B”, the term “issuer bid” shall mean an issuer bid under Securities Laws or a take-over bid under Securities Laws by a Subsidiary of the Issuer for the Common Shares and all references to “purchases” of Common Shares in issuer bids (and all similar references) shall mean and include the purchase of Common Shares in issuer bids and all references to “tendered Common Shares” (and all similar references) shall mean and include Common Shares tendered in issuer bids.
The Issuer shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in this Schedule “B”, deliver written notice to the Holder specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be conclusively determined by a firm of nationally recognized chartered accountants appointed by the Issuer (who may be the auditors of the Issuer) and such advice or determination shall be conclusive and binding on all parties in interest. When so approved, the Issuer shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, forthwith give notice to the Holder in the manner provided in Section 19 of this debenture specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Issuer has given notice hereunder covering all the relevant facts in respect of such event and if the Holder approves, no such notice need be given hereunder.
TerrAscend Completes Oversubscribed Debt Financing, Raising $21.7 Million
A portion of the proceeds were used to retire existing higher interest rate indebtedness with the remainder available for M&A
TORONTO, June 25, 2026 - TerrAscend Corp. (the “Company”) (TSX: TSND) (OTCQX: TSNDF), a leading North American cannabis operator, today announced that the Company has closed a convertible debenture financing in the aggregate principal amount of $21.7 million. $11.1 million of the gross proceeds were used to retire existing higher interest rate senior unsecured convertible debentures, with the remainder available for mergers and acquisitions.
"This financing retires our near-term convertible debt, reduces our blended interest cost, and extends our convertible debenture maturity to 2031," said Jason Wild, Executive Chairman of the Company. "Together with our continued free cash flow generation and disciplined approach to capital allocation, we have built a balance sheet that gives us the flexibility to act. We intend to put this capital to work through accretive acquisitions to grow our retail footprint in the high-growth markets where we already have scale and operational infrastructure.”
In connection with the closing, the Company issued an aggregate of 21,702 senior secured convertible debentures of the Company (the “Debentures”) at a price of US$1,000 per Debenture for aggregate gross proceeds of $21.7 million. The Debentures mature on September 30, 2031 and bear interest at a rate of 8.00% per annum, calculated and compounded quarterly, payable in cash, unless otherwise determined by the Company. The Debentures are convertible into common shares of the Company (“Common Shares”) at a conversion price equal to US$0.87, representing a 25% premium to the 20-day volume-weighted average price of the Common Shares on the TSX on June 22, 2026. The Debentures are secured by a second lien on the U.S. business.
The Private Placement constitutes a “related party transaction” within the meaning of Multilateral Instrument 61–101 Protection of Minority Security Holders in Special Transactions (“MI 61–101”) because an insider of the Company, being Edward J. Schutter, participated in the T1 Closing. In total, the Mr. Schutter acquired, in the aggregate, 1,000 Debentures in connection with the Private Placement for aggregate gross proceeds of US$1,000,000 (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 determined under MI 61-101) of the Insider Participation in the Private Placement is below 25% of the Company’s market capitalization (as determined in accordance with MI 61-101).
This news release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About TerrAscend Corp.
TerrAscend Corp. is a leading TSX-listed cannabis company with interests across the North American cannabis sector, including operations in Pennsylvania, New Jersey, Maryland, Ohio, and California through TerrAscend Growth Corp. and retail operations in Canada. TerrAscend operates The Apothecarium and other dispensary retail locations as well as scaled cultivation, processing, and manufacturing facilities in its core markets. TerrAscend’s cultivation and manufacturing practices yield consistent, high-quality cannabis, providing industry-leading product selection to both the medical and legal adult-use markets. The Company
owns or licenses several synergistic businesses and brands including The Apothecarium, Cookies, Ilera Healthcare, Kind Tree, Legend, State Flower, Wana, and Valhalla Confections. For more information visit www.terrascend.com.
Caution Regarding Cannabis Operations in the United States
Investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States. On April 23, 2026, the U.S. Department of Justice issued a final rule rescheduling marijuana contained in United States Food and Drug Administration (“FDA”)-approved drug products and marijuana subject to a state medical marijuana license from Schedule I to Schedule III of the Controlled Substances Act (“CSA”). However, any form of marijuana other than in an FDA-approved drug product or marijuana subject to a state medical marijuana license remains a Schedule I controlled substance under the CSA, and those who handle such material remain subject to the regulatory controls and administrative, civil, and criminal sanctions applicable to Schedule I controlled substances. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable US federal money laundering legislation.
While the approach to enforcement of such laws by the federal government in the United States has trended toward non-enforcement against individuals and businesses that comply with medical or adult-use cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve the Company of liability under U.S. federal law, nor will it provide a defense to any federal proceeding which may be brought against the Company. The enforcement of federal laws in the United States is a significant risk to the business of the Company and any proceedings brought against the Company thereunder may adversely affect the Company’s operations and financial performance.
Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable securities laws. Forward-looking information contained in this press release 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, and include, but are not limited to, statements with respect to the Company’s expected pro forma cash position; the expected availability and use of proceeds from the Debentures; and the Company’s growth prospects and acquisition pipeline. 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.
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, 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 for the year ended December 31, 2025 filed with the Securities and Exchange Commission on March 12, 2026.
The statements in this press release are made as of the date of this release. The Company 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.
For more information regarding TerrAscend:
Eric Jackson
Chief Financial Officer
[email protected]
689-345-4114
Investor Relations Contact:
KCSA Strategic Communications
Valter Pinto, Managing Director
[email protected]
212-896-1254