TerrAscend Secures $80.5 Million Financing Loan

Terr Acend receives $80.5 Million from Canopy Growth Corporation for the funding of its Canadian operations

TerrAscend Corp, today announced that  TerrAscend Canada Inc, its wholly owned subsidiary, has entered into a loan financing arrangement  with Canopy Growth Corporation ("Canopy Growth" ) in the amount of C$80.5 million (the "Loan") pursuant to a secured debenture (the "Debenture").  In connection with the funding of the Loan, TerrAscend has issued 17,808,975 common share purchase warrants to Canopy Growth (the "Warrants").

Canopy Growth initially invested in TerrAscend in November 2017 alongside funds managed by TerrAscend Chairman Jason Wild. TerrAscend has achieved considerable milestones since Canopy Growth initially invested, including becoming the first cannabis company licensed for sales in Canada, the United States, and Europe.  Additionally, TerrAscend has expanded its capabilities and portfolio to include domestic and international cultivation, processing and distribution facilities; a growing retail footprint; and best-in-class brands, such as The Apothecarium and Ilera.

"TerrAscend has proven its ability to thrive in the global cannabis industry and this loan is a strong signal that Canopy Growth is confident in their ability to execute over the long term"

David Klein, CEO, Canopy Growth.

"We are encouraged by TerrAscend's strong performance and we view the team's experience as an important contributor to its continued success."

"We are pleased to receive this loan from Canopy Growth as we enter the next stage of TerrAscend's growth and expansion," said Jason Ackerman, Executive Chairman and Interim CEO. "The Canopy Growth team recognizes our operational and management expertise, and this financing allows us to continue to fund and execute on our Canadian, U.S. hemp and international businesses while remaining focused on operations with high barriers to entry. We look forward to continuing to work with Canopy Growth as new opportunities emerge and the regulatory landscape evolves."

Use of Proceeds

The net proceeds are expected to be used by TerrAscend Canada for general corporate purposes and the funding of its Canadian operations, its Arise Bioscience U.S. hemp division, international expansion and the repayment of indebtedness. The funds cannot be used, directly or indirectly, in connection with or for any cannabis or cannabis-related operations in the United States, unless and until such operations comply with all applicable laws of the United States.

Transaction Overview

The Debenture will bear interest at a rate of 6.10% per annum and will mature on March 10, 2030 or such earlier date in accordance with the terms of the Debenture and all interest payments made pursuant to the Debenture are payable in cash by TerrAscend Canada. The Debenture is secured by the assets of TerrAscend Canada, is not convertible and is not guaranteed by TerrAscend. The Warrants are comprised of 15,656,242 common share purchase warrants (the "First Tranche Warrants") with each First Tranche Warrant entitling Canopy Growth to acquire one common share of TerrAscend at an exercise price of $5.14 per share, subject to adjustment in certain events and 2,152,733 common share purchase warrants (the "Second Tranche Warrants") with each Second Tranche Warrant entitling Canopy Growth to acquire one common share of TerrAscend at an exercise price of $3.74 per share, subject to adjustments in certain events.

The Warrants will be exercisable by Canopy Growth following changes in U.S. federal laws permitting the cultivation, distribution and possession of marijuana or to remove the regulation of such activities from the federal laws of the United States. The First Tranche Warrants expire on March 10, 2030 or such earlier date in accordance with the First Tranche Warrants and the Second Tranche Warrants expire on March 10, 2031 or such earlier date in accordance with the Second Tranche Warrants.

Disclaimer: Past performance is not an indicator of future performance.

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Niki Mohazeb
Niki Mohazeb

Niki is a Sydney based writer, with a passion for promoting the health benefits of medicinal cannabis. Niki also enjoys researching and writing about the future of cannabis along with the many other benefits that the plant provides, such as the diverse utilities of hemp.

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