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

Investor presentation www.terrascend.com 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

Disclaimer This presentation contains forward-looking information or statements within The forward-looking information contained in this presentation represents the meaning of applicable securities laws. 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 may relate to the Company’s future outlook and forward-looking information contained in this presentation is expressly anticipated events, plans or results, and may include information regarding qualifjed by the foregoing cautionary statements. Potential investors should the Company’s objectives, goals, strategies, future revenue or performance consult their own professional advisors to ascertain and assess the income and capital expenditures, and other information that is not historical tax, legal, risk factors and other aspects of their potential investment in the information. Particularly, information regarding the Company’s expectations Company. of performance, achievements, prospects or opportunities, or the markets in which the Company operates, is forward-looking information. Certain information provided herein has been provided by third parties believed to be reliable. The Company makes no guarantees as to the Forward-looking information contained in this presentation is based on the accuracy, completeness, or timeliness of such information. 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. P R I VA T E & C O N F I D E N T I A L www.terrascend.com A P R I L 2 019 p.2

The TerrAscend mission Grounded in science, elevating the standard I N T E G R I T Y Q U A L I T Y T R U S T We are a global cannabinoid We develop, produce, and We work hard to earn trust company, committed to growth deliver the highest quality by providing consistently through scientifjc innovation and cannabis and hemp-based exceptional quality. operational integrity. products and services. P R I VA T E & C O N F I D E N T I A L www.terrascend.com A P R I L 2 019 p.3

Fully integrated model extends global reach Building a global footprint Foothold in North America Europe: 279M* TerrAscend positioned to capture the multifaceted North American $17.1B opportunity. Canada: 37M Grounding in international markets United States: 327M Canadian licensed production facility provides foundation for global distribution to 279M* THC & CBD people in Europe. CBD M = Population *Consumers in GMP-certifjed countries P R I VA T E & C O N F I D E N T I A L www.terrascend.com A P R I L 2 019 p.4

First NAO with a distinctive presence in all parts of the value chain 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. DPP facility developing pharmaceutical formulations for institutions and developing unique preparations for client needs • DPP Drug Development and R&D Platform • Seasoned leadership team with pharmaceutical experience and deep focus on our R&D capabilities World-class research platform for formulation • Genetic program comprised of cutting-edge genomics, molecular technologies, and bio-engineering strategies aimed at developing next-generation cannabis plants of cannabinoids and other pharmaceuticals Canadian LP with Global Distribution • Canadian licensed producer with 67 ,000 sq. ft. cultivation and processing facility GMP designation will provide global • 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 optionality and enhanced distribution • Expansion strategy focused on cash generating targets and greenfjeld opportunities U.S. Multi-State Operator • Verticalized asset acquisition strategy, including The Apothecarium: multiple dispensaries in San Francisco and Las Vegas, with cultivation Positioned for scalable, large-scale facilities, processing capabilities, including in-house edibles confectioner (Valhalla*) U.S. revenue generation • Selected to receive one out of six new vertically integrated permits in New Jersey’s medical marijuana program (out of 146 applicants) Hemp-derived CBD Brand • Acquired Arise Bioscience , a leading hemp-derived CBD product developer and distribution platform with access to 10K retail locations Development and Distribution • Portfolio of brands that appeal to different customer segments • CBD and alternative cannabinoids from hemp represent one of the largest global opportunities Massive $3.7T global wellness opportunity *Acquisition pending regulatory approval P R I VA T E & C O N F I D E N T I A L www.terrascend.com A P R I L 2 019 p.5

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. Strong capabilities in a thriving cannabis market Providing quality, pharmaceutical-grade products to 25 million consumers in Canada 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)* *Beginning summer 2019 P R I VA T E & C O N F I D E N T I A L www.terrascend.com A P R I L 2 019 p.6

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. 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 *https://www.architecturaldigest.com/gallery/best-designed-marijuana-shops-across-america (April 18, 2017) P R I VA T E & C O N F I D E N T I A L www.terrascend.com A P R I L 2 019 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. Vertically integrated presence in New Jersey, a limited license market The New Jersey market today 16-acre site with up to 80,000 sq. ft of cultivation and 40,000 sq. • 43,000 patient population ft of processing in initial phase 1 • 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) One of only six new entities — out of 146 applicants — awarded the rights to a vertically integrated license in NJ Retail will be located in Philipsburg, NJ; sales expected to begin Q4 2019 1 1 Under construction P R I VA T E & C O N F I D E N T I A L www.terrascend.com A P R I L 2 019 p.8

POTENTIAL Cannabis can’t cross state or country borders — EXISTING but brands and formulations can Future brands to Brands and formulations follow Rest Other Canadian Distribution points dispensaries market of world 4 locations in CA and NV, (e.g. NJ, NV, and CA) Distribution to thousands of Berkeley, with others to follow third-party retail outlets 1 Bringing our best brands and formulations into thousands of retail channels will create tremendous value for TerrAscend's portfolio 1 For hemp-derived CBD products p.9

Executive leadership team DR. MICHAEL NASHAT MATTHEW J. JOHNSON ADAM KOZAK CEO & Co-founder & Board Director President Chief Financial Offjcer 1 2+ years of experience in patient care, 25+ years of experience in the 20+ years of experience in fjnance, quality assurance, medical and regulatory pharmaceutical industry spanning strategy, accounting, operations, and affairs, and pharmaceutical R&D. operations, business transformation and merger integration. change management, alliances and acquisitions, and project management. STACEY SCHULTE HEATHER MOLLOY JOANNA HALLIGAN BRIAN FELDMAN Executive VP, Communications Executive VP, VP, Human Resources General Counsel & Brand Strategy Business Development 20+ years of experience in 20+ years of experience 13+ years of experience 20+ years of experience marketing, communications, in strategic management in human resources, serving in investment brand strategy, M&A consulting, fjnance, operational execution, and transactional advisory, integration, operations, and structured credit solutions, strategic leadership within securities regulation, and change management. capital markets sales, and retail and manufacturing compliance. debt and equity investing for sectors. the legal cannabis market. P R I VA T E & C O N F I D E N T I A L www.terrascend.com A P R I L 2 019 p.10