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

TORONTO, August 16, 2017 – TerrAscend Corp. (CSE: TER) (“TerrAscend” or the “Company”), is pleased to announce that the Company has closed the second and final tranche of its non-brokered private placement. On July 18, 2017, TerrAscend announced its intention to raise up to $4 million through the issuance of Units (as defined below).

In this second tranche, the Company has raised gross proceeds of $976,049 through the issuance of 929,570 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 second tranche of the private placement, the Company has paid a finder’s fee in the amount of $8,523.

The Company has raised a total of $4,165,923 in its private placement, with the intention to use the proceeds from this financing 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.