TerrAscend's $20 Million Private Placement

TerrAscend intends to use the proceeds from the Private Placement towards the completion of the New Jersey cultivation and processing facilities

TerrAscend Corp, today announced that the Company intends to complete a non-brokered private placement to raise approximately US$20 million through the issuance of approximately 10,775,000 units (the "Units") at an issue price of CAD$2.45 per Unit.

Each Unit will consist of one common share in the capital of the Company (the "Common Shares") and one Common Share purchase warrant (a "Warrant"). Each Warrant will be exercisable to acquire one Common Share (a "Warrant Share") for a period of 24 months following the closing of the Offering (the "Closing") at an exercise price of CAD$3.25 per Warrant Share.

The Company intends to use the proceeds from the Private Placement to accelerate the completion of the New Jersey cultivation and processing facilities and to make the previously announced January 2020 contingent purchase price payment related to the acquisition of Ilera Healthcare. Proceeds may also be used for working capital and general corporate purposes.

The Company has received indicative lead orders totaling approximately US$15 million from Executive Chairman Jason Ackerman, Entourage Effect Capital, funds advised by JW Asset Management, LLC and/or other affiliated entities of Chairman Jason Wild, and others.

"I joined TerrAscend because I'm excited about the assets they have assembled and confident about the future of the company," said Executive Chairman Jason Ackerman. "TerrAscend is well positioned for long term growth and profitability, and I am pleased to have the opportunity to invest in this offering as our talented team continues to build and optimize key business units across the organization." Added Dov Szapiro, co-founder and Managing Partner of Entourage Effect Capital.

"We are excited to partner with JW Asset Management and Jason Ackerman to co-lead this round. TerrAscend's exceptional leadership is building an enduring business based on sound fundamentals and we look forward to working with their team to create long-term value for all stakeholders."

The issuance of Common Shares and Warrants to Jason Wild, Chairman of TerrAscend and Jason Ackerman, Executive Chairman of TerrAscend, both current insiders in the Company, will be exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 ("MI 61-101") by virtue of the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in that their proposed subscription does not exceed 25% of the Company's market capitalization.

The terms of the Private Placement were reviewed and unanimously approved by the disinterested members of the Company's board of directors.

Subject to the satisfaction of customary closing conditions, including the approval of the Canadian Securities Exchange, the first tranche of the Private Placement is expected to close on or by December 18, 2019.

The securities to be issued pursuant to the private placement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.

The Canadian Securities Exchange ("CSE") has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

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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