/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES/

TORONTO, November 15, 2017 – TerrAscend Corp. (CSE: TER) (“TerrAscend” or the “Company”) is pleased to announce that it has entered into subscription agreements with funds advised by JW Asset Management LLC (“JW Funds”), Canopy Growth Corporation (“Canopy Growth”) and Canopy Rivers Corporation (“Canopy Rivers”) pursuant to which the investors will acquire from TerrAscend, on a non-brokered private placement basis, 47,727,273 units of the Company at a price per unit of $1.10 for aggregate gross proceeds of approximately $52,500,000. Each unit sold in the private placement will consist of one common share of the Company and one common share purchase warrant of the Company, with each warrant entitling the holder to purchase an additional common share for a period of 36 months at an exercise price of $1.10.

The Company is also pleased to announce that following the closing of the private placement, Jason Wild of JW Asset Management will be appointed to the Company’s Board of Directors as its Chairman.

“We are thrilled to align ourselves with strategic partners in JW Asset Management, Canopy Rivers and Canopy Growth. The size and scope of this transaction will provide TerrAscend the necessary capital to achieve our goal of becoming a leader in the cannabis space,” noted TerrAscend’s President & CEO, Basem Hanna. “The cannabis industry is quickly evolving and we felt that it was the right time for TerrAscend to partner with companies that have the experience, capital and access to global cannabis and pharmaceutical markets to allow the company to flourish. We are also very pleased to invite Jason Wild to our Board of Directors. Jason is extremely accomplished at working with startups and has a strong track record of accelerating their growth trajectories. We expect to benefit significantly from his advice and involvement with TerrAscend. Additionally, we feel the industry knowledge and operational experience of Canopy Growth and Canopy Rivers will add a great deal to the success of our company moving forward”.

Jason Wild, President of JW Asset Management commented, “Basem and the current team have done a tremendous job building the franchise to this point and we believe that the management team, along with the newly formed investor group, represents the very best and brightest in the Cannabis industry today. JW Asset Management will leverage its significant resources to assist TerrAscend as it continues to grow and evolve. Our goal for TerrAscend is nothing short of a leadership position in the fast growing worldwide legal Cannabis markets”.

“I have had a working relationship with Jason Wild for over three years and have come to respect his diligence, pharmaceutical expertise and ethics in all his business activities,” said Canopy Growth’s Chairman & CEO, Bruce Linton. “Canopy is excited to be partnering with a team that has an exceptional track record both as investors and executives in the pharmaceutical industry”.

The closing of the private placement is subject to the satisfaction of customary closing conditions including, but not limited to, the receipt of all necessary approvals and the Company entering into an agreement with Canopy Growth on mutually acceptable terms to join Canopy Growth’s CraftGrow program, as well as the closing of the privately negotiated transaction described below.

In connection with the private placement, the directors and officers of the Company have entered into lock-up agreements restricting their ability to transfer their common shares and other securities convertible, exercisable or exchangeable into common shares of the Company until the date that is 120 days following the closing date of the private placement, subject to certain exceptions.

Upon closing of the private placement it is expected that, when aggregated with common shares that the investors expect to acquire from a major institutional investor in the Company pursuant to a privately negotiated transaction, JW Funds will own 34,721,529 common shares (without giving effect to the exercise of the warrants) or 36.8% of the Company, Canopy Growth will own 11,285,456 common shares (without giving effect to the exercise of the warrants) or 12% of the Company and Canopy Rivers will own 11,285,456 common shares (without giving effect to the exercise of the warrants) or 12% of the Company.

The Company intends to use the proceeds from the proposed investment for expansion of its existing facility, the pursuit of a variety of strategic pharmaceutical assets, and for working capital and general corporate purposes.

The securities to be issued pursuant to the private placement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.