TerrAscend Announces Amendment of Pennsylvania Credit Agreement

TORONTO, Dec. 21, 2022 – PRESS RELEASE
– TerrAscend Corp., a leading North
American cannabis operator, announced that its subsidiary, WDB Holding PA Inc.,
has completed an amendment (the “amendment”) to its existing $115 million senior
secured term loan in Pennsylvania (the
“loan”).

“TerrAscend has taken significant
measures recently to reduce its outstanding debt and interest expense, further
strengthening our path to positive sustainable cash flow from operations,”
TerrAscend Executive Chairman Jason Wild said.
“The company has access to multiple additional sources of funds, many of
which are nondilutive and noninterest bearing in nature, and we intend to
explore all options for continued debt reduction and balance sheet optimization.”

The amendment will reduce company debt by $35 million and
annual interest expense by $5
million. Combined with recently announced debt retirement of $125 million,
company debt will be reduced by a cumulative $160 million and will result
in total annual interest savings of $15 million. TerrAscend
will make the $35
million payment on March 15, 2023, at the
original prepayment price of 103.22% to par. The loan matures in December 2024 and
originally could not be prepaid without penalty until June 2023. 

Under the terms of the amendment, TerrAscend
will adjust collateral to balance its debt more appropriately with its assets.
Included in this rebalancing will be the company’s Maplewood and Lodi, N.J.,
dispensary assets as added collateral for the Pennsylvania loan, upon satisfaction
of certain conditions. Additionally, the amendment now affords the company
flexibility to enter into a sale-leaseback transaction or mortgage, at its
discretion, on its cultivation facility in Pennsylvania, which has an
estimated value of $50
million.