/NOT FOR DISSEMINATION IN THE UNITED STATES OR TO UNITED STATES NEWSWIRE SERVICES/

TORONTO, July 31, 2017 – TerrAscend Corp. (CSE: TER) (“TerrAscend” or the “Company”), is pleased to announce that the Company has closed the first tranche of its nonbrokered private placement first announced on July 18, 2017. The Company has raised gross proceeds of $3,189,875 through the issuance of 3,037,976 Units for $1.05 per Unit, with each Unit consisting of one common share and one half of one common share purchase warrant (each a “Unit”). Each whole warrant entitles the holder to purchase an additional common share for a period of two years at an exercise price of $1.75. In connection with the closing of the first tranche of the private placement, the Company has paid a finder’s fee in the amount of $33,443.

TerrAscend intends to close a second tranche of its previously announced private placement in mid-August in order to accommodate continuing investor interest. The Company may pay finders’ fees in the amount of 7% based on the sale of the Units purchased by subscribers introduced to the Company by such finders.

The Company intends to use the proceeds from this private placement to build out additional space in its existing facility, commence construction of its drug preparation premises, further develop its subsidiary Terra Health Network, and for other working capital needs.

Securities issued pursuant to the private placement will be subject to a four-month hold period from the distribution date and subject to all necessary regulatory approvals, including the approval of the Canadian Securities Exchange.