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TerrAscend and Canopy Rivers Amend Terms of Loan to Comply with TSX Policies – New Cannabis Ventures

February 05, 2020

TORONTO,Feb. 5, 2020/CNW/ – TerrAscend Corp. (CSE: TER; OTCQX: TRSSF) (“TerrAscend” or the “Company”), the first global cannabis company licensed for sales in the U.S.,Canada, and the EU, announced today that the terms of its previously announcedUS$10 millionloan (the “Loan”) from Canopy Rivers Corporation (“Canopy Rivers”), a wholly-owned subsidiary of Canopy Rivers Inc. (TSX:RIV, OTC: CNPOF), to TerrAscend Canada Inc. (“TerrAscend Canada”), a wholly-owned subsidiary of TerrAscend, have been amended.

The original terms of the Loan were announced onOctober 2, 2019and included the purchase of 13,243 units, with each unit consisting of (i) one unsecured convertible debenture of TerrAscend Canada with a principal amount ofC$1,000(the “Debentures”), and (ii) 25.2 common share purchase warrants of TerrAscend (the “Original Warrants”) with an exercise price ofC$6.49.

After theOctober 2, 2019announcement of the Loan and subsequent discussions with the Toronto Stock Exchange (the “TSX”), TerrAscend, TerrAscend Canada, and Canopy Rivers mutually agreed to amend certain terms of the Loan.

Pursuant to the amended terms, the Debentures have been converted into aC$13,243,000loan agreement (the “Loan Agreement”) entered into between Canopy Rivers and TerrAscend Canada. Pursuant to the Loan Agreement, interest on the principal amount outstanding will accrue at a rate of 6% per annum, and all interest payments are payable in cash by TerrAscend Canada. The principal amount under the Loan Agreement matures onOctober 2, 2024or such earlier date in accordance with the terms of the Loan Agreement.

TerrAscend has also issued Canopy Rivers 2,225,714 common share purchase warrants of TerrAscend (the “Warrants”), exercisable upon the occurrence of certain events (each such event, a “Triggering Event”), including (i) the federal laws inthe United Statesare amended to permit the general cultivation, distribution and possession of marijuana or to remove the regulation of such activities from the federal laws ofthe United States, and (ii) the stock exchange(s) on which securities of Canopy Rivers or its affiliates are listed permit the investment by Canopy Rivers in an entity that participates in the cultivation, distribution and possession of marijuana inthe United States. The exercise price for the Warrants isC$5.95per share and the Warrants expire onOctober 2, 2024. The Warrants are subject to certain forced exercise rights that may be exercised by TerrAscend if the five-day VWAP of TerrAscend’s common shares equals or exceeds$10.82, subject to the occurrence of certain other conditions, all as more particularly set out in the certificate evidencing the Warrants. The Original Warrants remain issued and outstanding.

TerrAscend Canada intends to use the proceeds for general corporate purposes and the proceeds will not be used, directly or indirectly, in connection with any cannabis or cannabis-related operations inthe United States, unless and until such operations comply with all applicable laws ofthe 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.

About TerrAscend

TerrAscend provides quality products, brands, and services to the global cannabinoid market. As the first North American Operator (NAO), with scale operations in bothCanadaand the US, the Company participates in the medical and legal adult use market acrossCanadaand in several US states where cannabis has been legalized for therapeutic or adult use. TerrAscend is the first and only cannabis company with sales in the US,Canada, andEurope. TerrAscend operates a number of synergistic businesses, including The Apothecarium, an award-winning cannabis dispensary with several retail locations inCalifornia; Arise Bioscience Inc., a manufacturer and distributor of hemp-derived products; Ilera Healthcare,Pennsylvania’spremier medical marijuana cultivator, processor and dispenser; Ascendant Laboratories Inc., a biotechnology and licensing company committed to the continuous improvement of cannabinoid expressing plants; Solace RX Inc., a proposed Drug Preparation Premises (DPP) focused on the development of novel formulations and delivery forms; and Valhalla Confections, a manufacturer of premium cannabis-infused edibles.TerrAscend holds a cultivation permit in theState of New Jerseyand is pending approval for a vertically integrated medical cannabis operation with the ability to operate up to 3 Alternative Treatment Centers. Additionally, TerrAscend holds a Medical Cannabis Processor License in theState of Utah. For more information,

Original press release