TerrAscend Corp. ($TSND)

Good afternoon, and welcome to the 2026 Annual Meeting of the Common Shareholders of TerrAscend Corp. My name is Jason Wild, and I'm the Executive Chairman as well as a Director of the corporation. Given that we wish to engage with as many of our shareholders as possible regardless of their physical location, this meeting is being held again this year as a completely virtual meeting. This virtual meeting will be conducted in the same manner as our 2025 Annual Meeting. Our goal is to replicate the experience you would have if today's meeting were being held in-person. If any shareholder or proxy holder has any technical issues with voting or submitting a question during this meeting, please use the URL link posted on the moderator Board or assistance. In order for us to run the meeting efficiently, we encourage shareholders and their valid proxy holders who have specific questions related to one of the formal items of business to submit their comments through the platform now, clearly identifying the applicable item of formal business. We will do our best to address questions related to the formal items of business as they are addressed during this meeting. Shareholders and their valid proxy holders can submit questions by clicking on the question icon and submitting their questions. Guests will not be able to submit questions. We have 4 matters of business to consider at this meeting, namely: One, the election of the directors of the corporation; two, ratification of the appointment and remuneration of the corporation's auditor and independent registered public accounting firm for the coming year; three, an ordinary resolution to approve all unallocated stock options issuable under the corporation stock option plan as more particularly described in the circular, which resolution is here and after referred to as the stock option plan resolution; and four, an ordinary resolution to approve all unallocated share units issuable under the corporation's share unit plan, as more particularly described in the circular, which resolution is here and after referred to as the [indiscernible] plan resolution. The meeting is now called to order. In accordance with the bylaws of the corporation, I will preside as Chair of this meeting, and Lynn Gefen will act as Secretary of this meeting. [indiscernible] of Odyssey Trust Company will act as scrutineer for this meeting. The notice calling this meeting together with the corporation's management information circular describing the business of the meeting have been properly provided to holders of common shares of the corporation as of April 13, 2026, the record date for the meeting. The corporation relied upon notice and access procedures to deliver the meeting materials in accordance with applicable security laws. Copies of the 2025 audited annual financial statements of the corporation and the auditor's report thereon as well as the related management discussion and analysis are available under the corporation's profile SEDAR+ and are filed with the United States Securities and Exchange Commission through EDGAR. Accordingly, unless there is an objection, I will dispense with the reading of the notice of meeting. Prior to the start of this meeting, the scrutineer filed a preliminary report on attendance and the secretary has confirmed to me that there is a quorum of shareholders present at this meeting. Accordingly, this meeting is duly and properly constituted for the transaction of business. I direct that the confirmation of mailing of the notice of meeting and scrutineers' report on attendance to the meeting -- be attached to the minutes of the meeting. Given that this is a virtual meeting, voting will be conducted by online ballot. If you're a registered shareholder who used your control number to log into the meeting, or a duly appointed proxy holder using the user name provided by Odyssey to log into the meeting and you accept the applicable terms and conditions, you will have the opportunity to vote today by online pallet. If you have already submitted your vote by proxy and do not wish to change your vote, you will not need to vote now, and your shares will be voted as previously instructed. If you intend to vote again through the online ballot during today's meeting, your online vote will be revoked -- will revoke your previously submitted proxy. If you have already voted by proxy and do not wish to revoke your previously submitted proxy, do not vote again at this meeting. The poll will be open for all items of business to be voted on at the same time. This will allow you to vote on each item immediately. The items of business to be voted on and available voting options will be visible on the voting panel on your screen. To submit a vote, please click on your desired voting choice displayed on your screen. After you vote, a message confirming your vote has been received will appear. You vote can be changed by simply clicking the other available option. If you wish to cancel your vote, please press cancel. Once all items of business have been presented, we will provide a few additional moments to enter your votes. I will then declare voting closed on all matters of business. The preliminary results of the votes on each matter will be announced prior to the closing of the meeting. A simple majority of the votes cast by TerrAscend shareholders present virtually or represented by proxy and entitled to vote at the meeting must be voted on favorable resolutions to be considered today. I now declare the online voting polls to open on all items of business. We will now proceed with the presentation of the corporation's audited consolidated financial statements for the year ended December 31, 2025, and the auditors report thereon, which are available under the corporation's profile on SEDAR+ and on EDGAR. No vote is required with respect to this matter. Given that there's no comments or questions, we will move on with the next item of business. The first item of business to be voted on at this meeting is the election of the directors of the corporation. The numbers of directors to be elected at this meeting has been set by the corporation's Board of Directors at 5. The management information circular contains the names and backgrounds of the individuals who have been nominated by the corporation for election until the close of the next Annual Meeting of Shareholders of the corporation. I now declare the meeting open for nominations. In the interest of expediency, I will ask Michelle Nelson, a proxy holder and Senior Counsel at the corporation to make the nominations on behalf of management of the Corporation.

I nominate each of the persons specified in Management Information Circular delivered with the Notice of Meeting, namely: Mr. Craig Collard, Ms. Kara DioGuardi, Ms. Ira Duarte, Mr. Ed Schutter and Mr. Jason Wild, to serve as directors of the corporation and to hold office until the close of the next Annual Meeting of Shareholders of the corporation or any postponement or adjournment thereof unless their offices are vacant earlier or their successors are duly elected or appointed in accordance with the articles and bylaws of the corporation.

As the corporation did not previously receive timely notice of any further nominations of persons for election as directors of the corporation as required by the advanced notice provisions of the corporation's bylaws, I declare the nominations closed. In order that a vote may be held on this matter, I request a motion that the 5 persons nominated as directors of the corporation be so elected.

I so move.

I second the motion.

Before I call the vote on the motion, I will now pause for a moment to confirm whether any questions on this matter have been submitted.

I confirm that we have not received any questions related to this motion.

Thank you. Registered shareholders or their duly appointed proxy holders can vote by online ballot by selecting the applicable voting options on the voting panel displayed on their screens. As a reminder, if you have previously submitted a completed proxy and you do not wish to change your vote, it is not necessary to vote again on this matter. As all polls will remain open, we will continue with the meeting. We will now proceed with the ratification of the appointment of the auditor and the independent registered public accounting firm of the corporation and authorization of the Board of Directors of the corporation to fix their remuneration. In order that a vote may be held on this matter, I request a motion for the ratification of the appointment of MNP LLP, Chartered Professional Accountants, licensed public accountants, as the auditor and independent registered public accounting firm of the corporation and that the Board of Directors of the corporation be authorized to fix the remuneration.

I so move.

I second the motion.

Before I call for a vote on the motion, I will now pause for a moment to confirm whether any questions on this matter have been submitted.

I confirm we have not received any questions related to this motion.

Thank you. Registered shareholders or their duly appointed proxy holders can vote by online ballot by selecting the applicable voting options on the voting panel displayed on their screens. As a reminder, and if you have previously submitted a completed proxy, you do not wish to change your vote, it is not necessary to vote again on this matter. As all polls will remain open, we will continue with the meeting. The third item of business to be voted on at this meeting is the approval of the stock options plan resolution. The stock option plan resolution seeks to approve all unallocated stock options issuable under the corporation stock option plan as described in more detail in the management information circular. The stock option plan resolution is being submitted for approval in accordance with the rules of the TSX, which provide that all unallocated options, rights and other entitlements under a listed issuers security-based compensation agreements, which do not have a fixed maximum aggregate number of securities issuable might be approved by the majority of the issuers, directors and by the issuers, security holders every 3 years. The full text of the ordinary resolution to be considered at this meeting is set forth in the management information circular and unless otherwise requested, I will dispense with the reading of such resolution. In order their vote may be held on this matter, I request a motion that the stock option plan resolution is set out in the corporation's management information circular dated April 16, 2026, be so approved.

I so move.

I second the motion.

Before I call for a vote on the motion, I will now pause for a moment to confirm whether any questions on this matter have been submitted.

I confirm we have not received any questions related to this motion.

Thank you. Registered shareholders or their duly appointed proxy holders can vote by online ballot by selecting the applicable voting options on the voting panel displayed on their screens. As a reminder, if you have previously submitted a completed proxy, you do not wish to change your vote, it is not necessary to vote again on this matter. As all polls were made open, we'll continue with the meeting. The fourth item of business to be voted on at this meeting is the approval of the RSU plan resolution. The RSU plan resolution seeks to approve all unallocated share units issuable under the corporation share unit plan as described in more detail in the management information circular. The RSU plan resolution is being submitted for approval in accordance with the rules of the TSX, which provide that all unallocated options, rights or other entitlements under listed issuers, security-based compensation arrangements, which do not have a fix back some aggregate number of securities issuable must be approved by a majority of the issuers, directors and by issuers, security holders every 3 years. The text -- the full text of the ordinary resolution to be considered at the meeting is set forth in the management information circular, and unless otherwise requested, I will dispense with the reading of such resolution. In order to vote may be held on this matter, I request a motion that the RSU plan resolution is out in the corporation's management information circulated April 16, 2026 be so approved.

I so move.

I second the motion.

Before I call on a vote on the motion, I will now pause for a moment to confirm whether any questions on this matter have been submitted.

I confirm that we have not received any questions related to this motion.

Thank you. Registered shareholders or their duly appointed proxy holders can vote by online ballot now. As a reminder, if you have previously submitted a completed proxy and you do not wish to change your vote, it is not necessary to vote again on this matter. We will now briefly pause to allow shareholders time to complete voting on the items of business of the meeting. [Voting]

I confirm the polls are now closed, and we will provide the scrutineer an opportunity to tabulate the results. The scrutineer has tabulated the results, and I am pleased to confirm that the scrutineer has reported to me that all matters put to a vote today have been passed with the requisite shareholder approval. Accordingly, I hereby declare the nominated directors elected, the ratification of the appointment of the auditor and independent registered public accounting firm and authorization of the Board of Directors to fix their remuneration ratified and the stock option plan resolution and the RSU plan resolution approved. I'd ask the secretary to file a copy of the scrutineers or report of today's voting results with the minutes of this meeting. A press release and Form 8-K will be issued following this meeting to announce voting results. This concludes the formal business of today's meeting. As there is no further business that may be properly considered, I declare the meeting to be terminated. On behalf of the Board and the management of the corporation, I would like to thank everyone for attending today.