Investor presentation www.terrascend.com P R I VA T E & C O N - - PowerPoint PPT Presentation

Investor presentation

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P R I VA T E & C O N F I D E N T I A L A P R I L 2 019

This presentation contains forward-looking information or statements within the meaning of applicable securities laws. Forward-looking information may relate to the Company’s future outlook and anticipated events, plans or results, and may include information regarding the Company’s objectives, goals, strategies, future revenue or performance and capital expenditures, and other information that is not historical

• information. Particularly, information regarding the Company’s expectations
• f performance, achievements, prospects or opportunities, or the markets in

which the Company operates, is forward-looking information. Forward-looking information contained in this presentation is based on the Company’s opinions, estimates and assumptions in light of management’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors that management currently believes are appropriate and reasonable in the circumstances. The forward-looking information contained in this presentation represents the Company’s expectations as of the date of this presentation or the date indicated, regardless of the time of delivery of the presentation. All of the forward-looking information contained in this presentation is expressly qualifjed by the foregoing cautionary statements. Potential investors should consult their own professional advisors to ascertain and assess the income tax, legal, risk factors and other aspects of their potential investment in the Company. Certain information provided herein has been provided by third parties believed to be reliable. The Company makes no guarantees as to the accuracy, completeness, or timeliness of such information.

Disclaimer

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We are a global cannabinoid company, committed to growth through scientifjc innovation and

• perational integrity.

We develop, produce, and deliver the highest quality cannabis and hemp-based products and services.

Q U A L I T Y

We work hard to earn trust by providing consistently exceptional quality.

I N T E G R I T Y T R U S T

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The TerrAscend mission

Grounded in science, elevating the standard

Fully integrated model extends global reach

Building a global footprint

Foothold in North America TerrAscend positioned to capture the multifaceted North American $17.1B opportunity. Grounding in international markets Canadian licensed production facility provides foundation for global distribution to 279M* people in Europe.

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CBD

Canada: 37M Europe: 279M* United States: 327M

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M = Population THC & CBD

*Consumers in GMP-certifjed countries

First NAO with a distinctive presence in all parts of the value chain

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C U LT I VAT I O N R & D P R O C E S S I N G R E TA I L & D I S T.

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• DPP facility developing pharmaceutical formulations for institutions and developing unique preparations for client needs
• Seasoned leadership team with pharmaceutical experience and deep focus on our R&D capabilities
• Genetic program comprised of cutting-edge genomics, molecular technologies, and bio-engineering strategies aimed at developing

next-generation cannabis plants

DPP Drug Development and R&D Platform World-class research platform for formulation

• f cannabinoids and other pharmaceuticals
• Expansion strategy focused on cash generating targets and greenfjeld opportunities
• Verticalized asset acquisition strategy, including The Apothecarium: multiple dispensaries in San Francisco and Las Vegas, with cultivation

facilities, processing capabilities, including in-house edibles confectioner (Valhalla*)

• Selected to receive one out of six new vertically integrated permits in New Jersey’s medical marijuana program (out of 146 applicants)

U.S. Multi-State Operator Positioned for scalable, large-scale U.S. revenue generation

• Canadian licensed producer with 67

,000 sq. ft. cultivation and processing facility

• GMP-EU designation (expected Q2 201

9) will provide foundation for global distribution with strategic partners, reaching 279M Europeans

• Wholesale supply agreements in six provinces, reaching over 25M Canadians

Canadian LP with Global Distribution GMP designation will provide global

• ptionality and enhanced distribution
• Acquired Arise Bioscience, a leading hemp-derived CBD product developer and distribution platform with access to

10K retail locations

• Portfolio of brands that appeal to different customer segments
• CBD and alternative cannabinoids from hemp represent one of the largest global opportunities

Hemp-derived CBD Brand Development and Distribution Massive $3.7T global wellness opportunity

*Acquisition pending regulatory approval

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P R I VA T E & C O N F I D E N T I A L A P R I L 2 019

67,000 sq. ft. production and manufacturing facility – Substantial capacity to manufacture and package quality cannabinoid products for medical and adult-use consumers Products available through lucrative adult-use stream – Access to more than 70% (25M) of the Canadian population Exclusive partnership agreement – Medical cannabis partnership with MCI Medical Clinics offers access to over 1 million patients in Canada Cultivation in-house and through strategic partners – Includes multi-year agreement with PharmHouse (1.2 million sq ft. of cultivation with 20% dedicated to TerrAscend)*

Strong capabilities in a thriving cannabis market

Providing quality, pharmaceutical-grade products to 25 million consumers in Canada

p.6 C U LT I VAT I O N P R O C E S S I N G R E TA I L & D I S T. R & D *Beginning summer 2019

Named one of the best-designed dispensaries in the country by Architectural Digest Cultivation and processing facilities generating ~ $5M revenue in 2018 (wholesale fmower) Awarded regulatory approval in February for fjfth location in Berkeley, CA on high-foot traffjc Telegraph Avenue. Construction to commence Q2, 2019 4 retail stores generating ~ $45M revenue in 2018 Data-backed insights

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p.7 R & D C U LT I VAT I O N P R O C E S S I N G R E TA I L & D I S T. *https://www.architecturaldigest.com/gallery/best-designed-marijuana-shops-across-america (April 18, 2017)

16-acre site with up to 80,000 sq. ft of cultivation and 40,000 sq. ft of processing in initial phase1 Retail will be located in Philipsburg, NJ; sales expected to begin Q4 20191

Vertically integrated presence in New Jersey, a limited license market

The New Jersey market today

• 43,000 patient population
• Estimated 1000 kg of cannabis is consumed in 2019

A market positioned to grow substantially in the future

• Recreational legalization planned for 9M residents
• Anticipated $1B market size in 2023, a 60% CAGR from 2019 ($97M)

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1Under construction

One of only six new entities — out of 146 applicants — awarded the rights to a vertically integrated license in NJ

R & D C U LT I VAT I O N P R O C E S S I N G R E TA I L & D I S T.

Bringing our best brands and formulations into thousands of retail channels will create tremendous value for TerrAscend's portfolio

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1For hemp-derived CBD products

Cannabis can’t cross state or country borders — but brands and formulations can

Brands and formulations Distribution points

Rest

• f world

Future brands to follow

4 locations in CA and NV, Berkeley, with others to follow Distribution to thousands of third-party retail outlets1

Canadian market Other dispensaries

(e.g. NJ, NV, and CA)

EXISTING POTENTIAL

Executive leadership team

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20+ years of experience in fjnance, accounting, operations, and merger integration.

ADAM KOZAK Chief Financial Offjcer

25+ years of experience in the pharmaceutical industry spanning strategy,

• perations, business transformation and

change management, alliances and acquisitions, and project management.

MATTHEW J. JOHNSON President

1 2+ years of experience in patient care, quality assurance, medical and regulatory affairs, and pharmaceutical R&D.

• DR. MICHAEL NASHAT

CEO & Co-founder & Board Director

20+ years of experience in marketing, communications, brand strategy, M&A integration, operations, and change management. 20+ years of experience in strategic management consulting, fjnance, structured credit solutions, capital markets sales, and debt and equity investing for the legal cannabis market.

STACEY SCHULTE

Executive VP, Communications & Brand Strategy

HEATHER MOLLOY

Executive VP, Business Development

13+ years of experience in human resources,

• perational execution, and

strategic leadership within retail and manufacturing sectors.

JOANNA HALLIGAN VP, Human Resources

20+ years of experience serving in investment transactional advisory, securities regulation, and compliance.

BRIAN FELDMAN General Counsel

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Accomplished board of directors

• President and Chief Investment Offjcer of JW Asset Management, which he founded in

1

• 998. The company has a strong track record in fjnding and developing opportunities

within the specialty pharmaceutical sector and has over $1B USD under management

• One of the largest institutional investors in the cannabis industry with over $750M

CAD invested

• Achieved early success by leveraging his background as a pharmacist to fjnd

undervalued specialty pharmaceutical companies and by managing the fjrm's investments for long-term growth

• Highly respected investor and sought after partner for both public and private companies

JASON WILD Chairman

• CEO of Veloxis Pharmaceuticals, a commercial-stage specialty pharmaceutical

company committed to improving the lives of transplant patients

• 20+ years of experience in the pharmaceutical industry
• Founder and CEO of Cornerstone Therapeutics, a company focused on hospital,

respiratory, and adjacent specialty markets

CRAIG COLLARD Director

• 20+ years of experience in manufacturing, distribution, and retail, previously holding

senior fjnancial positions with some of Canada’s largest publicly-traded corporations

• Advised mid-market privately held companies in both the United States and Canada
• BA (Economics) from Western University; MBA from Queen’s University; and holds

Institute of Corporate Directors ICD.D (Certifjed Director) designation

LISA SWARTZMAN Director

• Served as CFO for George Weston Limited and Executive VP of Loblaw Companies
• 25 years experience in public company fjnance and strategy
• Bachelor of Commerce University of Toronto (1

975), Chartered Accountant (1 975)

• Director of Roots Corporation and Canopy Rivers Corporation

RICHARD MAVRINAC Director

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O U R E X P E R I E N C E O U R P A R T N E R S

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A broad and diversifjed lens

Team brings strong, diversifjed pedigree with deep expertise

Key milestones 2017-2019

Strategically driving business forward

2 4 6 8 10 1 2 CDN Dollars Jul 2017 Nov 2017 Mar 2018 Jul 2018 Nov 2018 Mar 2019

1Historical performance is not indicative of future results

Wholly-owned subsidiary Solace Health obtained license to cultivate medical cannabis in its 67 ,300 sq. ft. facility in Mississauga, Ontario Closed $52.5M private placement with JW Asset Management, Canopy Growth, and Canopy Rivers Announced the appointment of

• Dr. Michael Nashat as President

and Chief Executive Offjcer Announced intent to enter U.S. cannabis market with details related to capital reorganization of Canopy Growth, Canopy Rivers, JW Asset Management Announced multi-year cultivation agreement with PharmHouse, a joint venture between Canopy Rivers and the operators of a leading North American greenhouse produce company Appointed Matthew Johnson as President Completed capital reorganization involving Canopy Growth, Canopy Rivers, and entities controlled by Jason Wild, enabling pursuit of international growth opportunities Awarded one of six permits to apply for a vertically integrated license in Phillipsburg, NJ Announced $75M, non-dilutive credit facility agreement with JW Asset Management to provide non-diluted capital for planned U.S. acquisitions Signed a $23M ($1 3M upfront, $10M contingent) defjnitive agreement to acquire substantially all the assets of Grander Distribution, an industry leader in innovative hemp products Established a U.S. retail footprint with $1 18.4M acquisition of The Apothecarium, a vertically integrated cannabis company with

• perations in California

and Nevada

Stock price as of 4/1 2/19: $7 .79

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Financial performance overview

Q4 2018, Full-Year 2018 & 2019 projected fjnancial results

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p.14 *Based on unaudited fjnancial statements prepared in accordance with IFRS and U.S. GAAP **Presented on a pro forma basis including transactions that have not closed

$135.0 $6.8 $0.0

50

Actual FY 2017 Actual FY 2018 Projected FY 2019* **

100 150 200

REVENUE PERFORMANCE

CDN Dollars (M)

Q4 2018

THREE MONTHS ENDED 12/31/18 TWELVE MONTHS ENDED 12/31/18

FULL-YEAR 2018

TWELVE MONTHS ENDING 12/31/19

PROJECTED FULL-YEAR 2019 $5.0M

REVENUE VS $0M IN Q4 2017

$6.8M

REVENUE VS $0M IN FY 2017

$135M

REVENUE

($CDN)