TerrAscend Corp. has signed an option agreement to acquire Aunt Mary’s Dispensary in New Jersey for a total purchase price of $9 million. The transaction is expected to be immediately accretive on an EBITDA and free cash flow basis, further extending TerrAscend’s leadership position in the state. The closing of the transaction is subject to standard conditions including regulatory approval.

Aunt Mary’s Dispensary LLC, located in Hunterdon County, generates over $10 million in annualized revenue. Established in February 2023, the dispensary is situated in a high-traffic retail corridor in Flemington, New Jersey, and includes 5,200 square feet of retail space with limited nearby competition.

Jason Wild, Executive Chairman of TerrAscend, highlighted the strategic value of the acquisition. "Aunt Mary's is a strong performer, generating over $10 million in annualized revenue," said Wild. "We see a clear opportunity to enhance margins through vertical integration and the introduction of our premium brand portfolio, including Kind Tree, Legend, Valhalla and Cookies."

Transaction Structure

The total purchase price of $9 million is structured in two parts. TerrAscend will pay $3 million through a five-year unsecured convertible promissory note bearing interest at 6.0% for an option to purchase 35% of Aunt Mary’s. The remaining $6 million is payable in cash upon the exercise of the Option.

The transaction conforms to New Jersey’s regulatory framework, which facilitates investment opportunities for diversely owned businesses. TerrAscend operates The Apothecarium and other dispensary retail locations as well as scaled cultivation, processing, and manufacturing facilities in its core markets across North America.

TerrAscend Corp. filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (SEC) and on SEDAR+ for a Special Meeting of Shareholders on August 24, 2026. The meeting seeks approval for a share consolidation to facilitate an uplisting to a major U.S. exchange. The record date for the Special Meeting is June 30, 2026.

Share Consolidation Proposal

Shareholders will vote on a proposal to consolidate the Company’s issued and outstanding common shares, exchangeable shares, and preferred shares. The Board of Directors will determine the consolidation ratio within a range of one post-consolidation share for every five to twenty outstanding pre-consolidation shares. The exact ratio and timing will be set at the Board’s discretion within 12 months of shareholder approval.

Strategic Rationale

The share consolidation is intended to position TerrAscend to meet applicable minimum share price requirements established by major U.S. stock exchanges. Jason Wild, Executive Chairman, stated that uplisting to a major U.S. exchange is a question of when, not if, and emphasized the Company's preparations since becoming an SEC filer in 2022.

Key Meeting Details

The Company’s financial statements are prepared in accordance with U.S. GAAP, and its shares are registered with the SEC and quoted on the OTCQX. The Preliminary Proxy Statement is available at ir.terrascend.com and on SEDAR+.