Canopy USA Converts CAD$125.5 Million in TerrAscend Debt to Exchangeable Shares at CAD$5.10 per Share

Transaction increases Canopy USA's conditional ownership in TerrAscend from 12.0% to 18.2% with the ability to own 23.4% upon the exercise of newly issued warrants

Significant deleveraging event for TerrAscend as it has now retired USD$120 million ( CAD$160 million ) of debt in recent weeks, reducing annual cash interest expense by USD$10 million ( CAD$13.5 million )

TerrAscend Corp. (" TerrAscend ") (CSE:TER) (OTCQX: TRSSF), a leading North American cannabis operator, today announced it has entered into an arrangement dated December 9 2022 with Canopy USA LLC ("Canopy USA ") and certain of its subsidiaries to convert CAD$125.5 million in aggregate loans plus accrued interest in exchange for 24,601,467 exchangeable shares in the capital of TerrAscend (the "Exchangeable Shares") at a notional price of CAD$5.10 per Exchangeable Share and 22,474,130 new common share purchase warrants (the "New Warrants" and together with the Exchangeable Shares, the "New Securities") to acquire common shares in the capital of TerrAscend (the "Common Shares") at a weighted average exercise price of CAD$6.07 per common share.

Jason Wild , Executive Chairman of TerrAscend, stated, "Canopy USA continues to be a trusted investor and partner. We thank them for their continued support as they increase their conditional ownership in the Company. This transaction, combined with the recent USD$30 million pay down of our Michigan loan, materially improves our balance sheet and reduces annual interest expense by approximately USD$10 million ."

TerrAscend, TerrAscend Canada Inc. and Arise Bioscience, Inc. (collectively, "TerrAscend Entities") and Canopy USA , Canopy USA I Limited Partnership ("Canopy USA LP I") and Canopy USA III Limited Partnership ("Canopy USA LP III") entered into a Debt Settlement Agreement pursuant to which the TerrAscend Entities shall deliver to Canopy USA LP I and Canopy USA LP III an aggregate of 24,601,467 Exchangeable Shares and New Warrants with exercise prices ranging from CAD$3.74 to CAD$17.19 as consideration for extinguishing the debt obligations, including all principal and interest on the amounts outstanding thereunder. All of the New Warrants expire on December 31, 2032 . Additionally, all of the existing warrants held by Canopy USA LP I and Canopy USA LP III consisting of 22,474,130 warrants (the "Prior Warrants") originally issued to Canopy Growth Corporation and RIV Capital Corporation (previously Canopy Rivers Corporation) between 2019 and 2020 have been canceled.

Following the issuance of the New Securities, Canopy USA holds 63,492,037 Exchangeable Shares and 22,474,130 New Warrants and is deemed to own 1,072,450 Common Shares that are subject to an option for an aggregate exercise price of $1.00 (the "Option"). The Exchangeable Shares can be converted to common shares at Canopy USA LP I and Canopy USA LP III's option, subject to the federal legalization of marijuana in the United States and compliance with applicable exchange listing rules. With the addition of the Exchangeable Shares, Canopy USA's conditional ownership in TerrAscend increased from 12.0% to 18.2%. Assuming the exercise of the 22,474,130 New Warrants and the Option to acquire 1,072,450 Common Shares, Canopy would hold approximately 23.4% of TerrAscend on a partially-diluted basis.

The Canadian Securities Exchange ("CSE") has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

About TerrAscend

TerrAscend is a leading North American cannabis operator with vertically integrated operations in Pennsylvania, New Jersey, Michigan and California , licensed cultivation and processing operations in Maryland and licensed production in Canada. TerrAscend operates The Apothecarium and Gage dispensary retail locations as well as scaled cultivation, processing, and manufacturing facilities in its core markets. TerrAscend's cultivation and manufacturing practices yield consistent, high-quality cannabis, providing industry-leading product selection to both the medical and legal adult-use markets. The Company owns several synergistic businesses and brands, including Gage Cannabis, The Apothecarium, Ilera Healthcare, Kind Tree, Prism, State Flower, Valhalla Confections, and Arise Bioscience Inc. For more information, visit www.terrascend.com .

Canadian Early Warning Reporting Requirements for Canopy USA

Canopy USA's beneficial ownership (as defined under Canadian securities laws) interest is by virtue of its control of Canopy USA LP I, Canopy USA II Limited Partnership (" Canopy USA LP II ") and Canopy USA LP III (collectively, the " Canopy USA LPs "). 5,349,020 Exchangeable Shares were issued to Canopy USA LP I and 19,252,447 Exchangeable Shares were issued to Canopy USA LP III. The New Warrants were issued as follows: 473,601 New Warrants to Canopy USA LP I with an exercise price of CAD$3.74 (the " LP I A Warrants "); 1,679,132 New Warrants to Canopy USA LP III with an exercise price of CAD$3.74 (the " LP III A Warrants "); 3,444,373 New Warrants to Canopy USA LP I with an exercise price of CAD$5.14 (the " LP I B Warrants "); 12,211,869 New Warrants to Canopy USA LP III with an exercise price of CAD$5.14 (the " LP III B Warrants "); 489,657 New Warrants to Canopy USA LP I with an exercise price of CAD$5.95 (the " LP I C Warrants "); 1,736,057 New Warrants to Canopy USA LP III with an exercise price of CAD$5.95 (the " LP III C Warrants "); 73,419 New Warrants to Canopy USA LP I with an exercise price of CAD$6.49 (the " LP I D Warrants "); 260,304 New Warrants to Canopy USA LP III with an exercise price of CAD$6.49 (the " LP III D Warrants "); 423,936 New Warrants to Canopy USA LP I with an exercise price of CAD$15.28 (the " LP I E Warrants "); 1,503,047 New Warrants to Canopy USA LP III with an exercise price of CAD$15.28 (the " LP III E Warrants "); 39,322 New Warrants to Canopy USA LP I with an exercise price of CAD$17.19 (the " LP I F Warrants "); and 139,413 New Warrants to Canopy USA LP III with an exercise price of CAD$17.19 (the " LP III F Warrants "). Accordingly, following the issuance of the New Securities: (i) Canopy USA LP I is the registered owner of 5,349,020 Exchangeable Shares and the LP I A Warrants, the LP I B Warrants, the LP I C Warrants, the LP I D Warrants, the LP I E Warrants and the LP I F Warrants (collectively the " LP I Warrants "); (ii) Canopy USA LP II is the registered owner of the 38,890,570 Exchangeable Shares and the Option to acquire 1,072,450 Common Shares; and (iii) Canopy USA LP III is the registered owner of the 19,252,447 Exchangeable Shares and the LP III A Warrants, the LP III B Warrants, the LP III C Warrants, the LP III D Warrants, the LP III E Warrants and the LP III F Warrants (collectively the " LP I Warrants ").

Following the issuance of the New Securities, Canopy USA beneficially owns (as defined under Canadian securities laws), and exercises control or direction over, 63,492,037 Exchangeable Shares and 22,474,130 Warrants and is deemed to own 1,072,450 Common Shares that are subject to the Option, representing 100% of the issued and outstanding Exchangeable Shares on a non-diluted basis and approximately 25.3% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the conversion of 63,492,037 Exchangeable Shares into Common Shares and the exercise of the 22,474,130 Warrants and the Option to acquire 1,072,450 Common Shares. Canopy USA LP I beneficially owns (as defined under Canadian securities laws), and exercises control or direction over, 5,349,020 Exchangeable Shares and 4,944,308 New Warrants, representing approximately 8.4% of the issued and outstanding Exchangeable Shares and approximately 3.8% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the conversion of the Exchangeable Shares held by Canopy USA LP I into Common Shares and the exercise of the LP I Warrants. Canopy USA LP II beneficially owns (as defined under Canadian securities laws), and exercises control or direction over, 38,890,570 Exchangeable Shares and is deemed to own 1,072,450 Common Shares that are subject to the Option, representing approximately 61.3% of the issued and outstanding Exchangeable Shares and approximately 13.4% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the conversion of the Exchangeable Shares held by Canopy USA LP II into Common Shares and the exercise of the Option to acquire 1,072,450 Common Shares. Canopy USA LP III beneficially owns (as defined under Canadian securities laws), and exercises control or direction over, 19,252,447 Exchangeable Shares and 17,529,822 New Warrants, representing approximately 30.3% of the issued and outstanding Exchangeable Shares and approximately 12.5% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the conversion of the Exchangeable Shares held by Canopy USA LP III into Common Shares and the exercise of the LP III Warrants.

The issuance of the New Securities resulted in the issuance of an aggregate of 24,601,467 Exchangeable Shares and 22,474,130 New Warrants and the cancellation of 22,474,130 Prior Warrants beneficially owned by Canopy USA , representing an increase in Canopy USA's interest in the Common Shares of approximately 5.7% on a partially-diluted basis. The issuance of the New Securities resulted in the issuance of an aggregate of 5,349,020 Exchangeable Shares and 4,944,308 New Warrants to Canopy USA LP I and the cancellation of 2,105,718 Prior Warrants held by Canopy USA LP I, representing an increase in Canopy USA LP I's interest in the Exchangeable Shares (as Canopy USA LP I did not previously own Exchangeable Shares) and in the Common Shares of approximately 3.0% on a partially-diluted basis. The issuance of the New Securities did not result in a change of Canopy USA LP II's ownership interest in TerrAscend but resulted in a decrease in Canopy USA LP III's interest in the Exchangeable Shares of approximately 38.7% and no change to Canopy USA LP III's interest in the Common Shares on a partially-diluted basis. The issuance of the New Securities resulted in the issuance of an aggregate of 19,252,447 Exchangeable Shares and 17,529,822 New Warrants to Canopy USA LP III and the cancellation of 20,368,412 Prior Warrants held by Canopy USA LP III, representing an increase in Canopy USA LP III's interest in the Exchangeable Shares (as Canopy USA LP III did not previously own Exchangeable Shares) and in the Common Shares of approximately 6.1% on a partially-diluted basis.

Immediately prior to the issuance of the New Securities, Canopy USA beneficially owned (as defined under Canadian securities laws), and exercised control or direction over, 38,890,570 Exchangeable Shares and 22,474,130 Prior Warrants and was deemed to own 1,072,450 Common Shares that are subject to the Option, representing 100% of the issued and outstanding Exchangeable Shares and approximately 19.5% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the conversion of 38,890,570 Exchangeable Shares into Common Shares and the exercise of the 22,474,130 Prior Warrants and the Option to acquire 1,072,450 Common Shares. Canopy USA LP I beneficially owned (as defined under Canadian securities laws), and exercised control or direction over, 2,105,718 Prior Warrants, representing approximately 0.8% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the conversion of 2,105,718 Prior Warrants. Canopy USA LP II beneficially owned (as defined under Canadian securities laws), and exercised control or direction over, 38,890,570 Exchangeable Shares and was deemed to own 1,072,450 Common Shares that are subject to the Option, representing 100% of the issued and outstanding Exchangeable Shares and approximately 13.4% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the conversion of 38,890,570 Exchangeable Shares into Common Shares and the exercise of the Option. Canopy USA LP III beneficially owned (as defined under Canadian securities laws), and exercised control or direction over, 20,368,412 Prior Warrants, representing approximately 7.3% of the issued and outstanding Common Shares on a partially-diluted basis.

Canopy USA beneficially holds the Exchangeable Shares and New Warrants for investment purposes. While Canopy USA and/or the Canopy USA LPs currently have no immediate plans or intentions with respect to the securities of TerrAscend, depending on market conditions, general economic and industry conditions, trading prices, TerrAscend's business, financial condition and prospects and/or other relevant factors, Canopy USA and/or the Canopy USA LPs may develop such plans or intentions in the future and, at such time, may from time to time acquire additional securities, dispose of some or all of the existing or additional securities or may continue to hold the securities of TerrAscend.

A copy of the early warning report filed by Canopy USA will be available under TerrAscend's profile on SEDAR at www.sedar.com or by contacting Canopy USA at (415) 882-0117.

TerrAscend's head office is located at P.O. Box 43125, Mississauga, Ontario L5B 4A7. Canopy USA's head office is located at 35715 Hwy 40, Ste D102, Evergreen, Colorado , 80439.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This news release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information contained in this press release may be identified by the use of words such as, "may", "would", "could", "will", "likely", "expect", "anticipate", "believe, "intend", "plan", "forecast", "project", "estimate", "outlook" and other similar expressions. Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management in light of management's experience and perception of trends, current conditions and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment, and the availability of licenses, approvals and permits.

Forward-looking statements in this news release include, but are not limited to: statements with respect to the effects and potential benefits of the conversion of the loan with Canopy USA , including expectations with respect to the impact of the improvements to TerrAscend's balance sheet and other financial results; and the management's ability to achieve its goals and deliver value for TerrAscend's shareholders. Actual results and developments may differ materially from those contemplated by these statements. Such forward-looking statements are based on certain assumptions regarding expected growth, results of operations, performance, industry trends and growth opportunities. While TerrAscend considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements.

Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to, TerrAscend's estimates of expenses and profitability; the success of TerrAscend's partnerships; current and future market conditions; risks related to federal, state, provincial, territorial, local and foreign government laws, rules and regulations, including federal and state laws in the United States relating to cannabis operations in the United States ; unfavorable conditions in the global economy, including financial and credit market fluctuations and uncertainty, rising inflation and interest rates; and the risk factors set out in TerrAscend's management information circular dated October 4, 2021, and TerrAscend's most recently filed MD&A, both filed with the Canadian securities regulators and available under TerrAscend's profile on SEDAR at www.sedar.com , and in the section titled "Risk Factors" in TerrAscend's Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission on March 17, 2022 and as amended on March 24, 2022 .

The statements in this press release are made as of the date of this release. TerrAscend disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

Caution Regarding Cannabis Operations in the United States

Investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States . Cannabis remains a Schedule I drug under the US Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute or possess cannabis in the United States . Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable US federal money laundering legislation.

While the approach to enforcement of such laws by the federal government in the United States has trended toward non-enforcement against individuals and businesses that comply with medical or adult-use cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve TerrAscend of liability under U.S. federal law, nor will it provide a defense to any federal proceeding which may be brought against TerrAscend. The enforcement of federal laws in the United States is a significant risk to the business of TerrAscend and any proceedings brought against TerrAscend thereunder may adversely affect TerrAscend's operations and financial performance.

SOURCE TerrAscend

View original content: https://www.newswire.ca/en/releases/archive/December2022/09/c5811.html

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TER:CNX,TRSSF

TerrAscend to Participate in the 7th Annual Canaccord Genuity Global Cannabis Conference on May 18th in NYC

TerrAscend Corp. ("TerrAscend" or the "Company") (CSE: TER) (OTCQX: TRSSF), a leading North American cannabis operator, today announced that its executive management team will participate in the Canaccord Genuity 7th Annual Global Cannabis Conference being held on May 18, 2023 in New York City .

Jason Wild , Chairman of the Board, will participate in a fireside chat with Matt Bottomley , Managing Director, Equity Research at Canaccord Genuity, on Thursday, May 18, 2023 , at 2:00 PM ET . Management, including Ziad Ghanem , Chief Executive Officer and Keith Stauffer , Chief Financial Officer, will host one-on-one meetings throughout the conference.

For more information, please click here .

About TerrAscend

TerrAscend is a leading North American cannabis operator with vertically integrated operations in Pennsylvania , New Jersey , Maryland , Michigan and California and retail operations in Canada . TerrAscend operates The Apothecarium and Gage dispensary retail locations as well as scaled cultivation, processing, and manufacturing facilities in its core markets. TerrAscend's cultivation and manufacturing practices yield consistent, high-quality cannabis, providing industry-leading product selection to both the medical and legal adult-use markets. The Company owns several synergistic businesses and brands including Gage Cannabis, The Apothecarium, Ilera Healthcare, Kind Tree, Legend, State Flower, and Valhalla Confections. For more information visit www.terrascend.com .

SOURCE TerrAscend

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TerrAscend Celebrates the Opening of its Fifth Cookies Dispensary in Michigan

TerrAscend Corp. ("TerrAscend" or the "Company") (CSE: TER) (OTCQX: TRSSF), a leading North American cannabis operator, today announced that its subsidiary, Gage Cannabis Co. ("Gage") recently launched sales at its new flagship cannabis provisioning center in Oxford, Michigan . Located at 450 South Glaspie St., Cookies Oxford is operated by Gage through a partnership with Cookies, the leading lifestyle and cannabis brand in North America . This is TerrAscend's fifth licensed Cookies dispensary in Michigan joining locations in Detroit Ann Arbor Kalamazoo and Jackson .

Cookies, a globally recognized cannabis company, offers a collection of over 70 proprietary cannabis cultivars and more than 2,000 products. Based in the Bay Area , Cookies' Co-Founder and CEO Berner is a prolific rapper and entrepreneur along with his partner, Jai, a highly respected cannabis cultivator and breeder. Cookies values the power of the plant and focuses on creating game-changing genetics.

Cookies Oxford carries the entire family of Cookies products, including but not limited to Cookies and Lemonnade. The store also sells a full suite of Gage products, including Gage pre-packaged and bulk flower, GAGE distillate carts and concentrates.

"We're very excited by the following and the demand that's growing for our brand in one of the biggest and most renowned cannabis markets," said Berner, Co-Founder and CEO of Cookies. "Cookies is proud to expand our partnership with TerrAscend and Gage in bringing our celebrated menu of California flavors to the devoted customers in Michigan ."

"TerrAscend is excited to expand our partnership with Cookies in Michigan and open an additional store in the Metro Detroit region," said TerrAscend's Executive Chairman Jason Wild . "Consumers across the Midwest have demanded Cookies' highly sought menu of exclusive products. We're looking forward to future expansions with top-quality brands in Michigan and elsewhere."

Iconic Detroit rapper Trick Trick commenced the ribbon cutting and grand opening celebration at Cookies Oxford on Saturday, May 13 ^th . To celebrate its grand opening, Cookies Oxford hosted on-site activations, including a live DJ, food trucks, vendors and special giveaways. Cookies Oxford is open Monday - Saturday 10:00 am - 9:00 pm and 10:00 am - 7:00 pm on Sunday .

In addition to the new Cookies provisioning center, the Company has dedicated significant shelf space to the display and sale of Cookies and GAGE products at Gage locations in Adrian , Burton , Battle Creek , Center Line , Detroit , Ferndale , Grand Rapids , Jackson , Kalamazoo , Lansing , and Traverse City .

More information can be found at www.cookiesmichigan.com or on Instagram @cookies.michigan.

About TerrAscend

TerrAscend is a leading North American cannabis operator with vertically integrated operations in Pennsylvania , New Jersey , Maryland , Michigan and California and retail operations in Canada . TerrAscend operates The Apothecarium and Gage dispensary retail locations as well as scaled cultivation, processing, and manufacturing facilities in its core markets. TerrAscend yields consistent, high-quality cannabis, providing industry-leading product selection to both the medical and legal adult-use markets. The Company owns several synergistic businesses including Gage Cannabis, The Apothecarium, Ilera Healthcare, Kind Tree, Legend, State Flower, and Valhalla Confections. For more information visit www.terrascend.com .

ABOUT COOKIES

Cookies is the most globally recognized cannabis company; founded in 2010 by Billboard-charting rapper and entrepreneur Berner and Bay Area breeder and cultivator Jai. The company creates game-changing genetics and offers a collection of over 70 proprietary cannabis cultivars and more than 2,000 products. Headquartered in San Francisco , the company is actively involved in advocacy and social impact initiatives to enrich communities disproportionately impacted by the War on Drugs. Cookies opened its first retail store in 2018 in Los Angeles , has since expanded to 59 retail locations in 23 markets across 6 countries, and was recently named one of America's Hottest Brands of 2021 by AdAge; the first cannabis brand to ever receive this accolade. To learn more about Cookies, visit cookies.co , and to learn more about Cookies CBD, visit shop.cookies.co .

Instagram: @cookiesenterprises
Twitter: @cookiesglobal
Facebook: @cookiesenterprises

ABOUT GAGE

Gage is a premier provider of the high-quality cannabis experience that consumers crave. We bring internationally renowned brands and high end products to the cannabis space. Throughout our journey to becoming the market's choice cannabis provider, we have leaned into creativity and innovation to successfully build our various licensed cultivation, processing and retail operations. We strive to continue our passion of providing the cannabis consumer with the world-class premium cannabis products they want and deserve. To learn more about Gage's mission for the everyday canna-connoisseur, visit www.gagecannabis.com .

Instagram: @gagecannabis
Twitter: @gagecannabisco

Caution Regarding Cannabis Operations in the United States

Investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States . Cannabis remains a Schedule I drug under the US Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute or possess cannabis in the United States . Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable US federal money laundering legislation.

While the approach to enforcement of such laws by the federal government in the United States has trended toward non-enforcement against individuals and businesses that comply with medical or adult-use cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve TerrAscend of liability under U.S. federal law, nor will it provide a defense to any federal proceeding which may be brought against TerrAscend. The enforcement of federal laws in the United States is a significant risk to the business of TerrAscend and any proceedings brought against TerrAscend thereunder may adversely affect TerrAscend's operations and financial performance.

Forward Looking Information

This news release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information contained in this press release may be identified by the use of words such as, "may", "would", "could", "will", "likely", "expect", "anticipate", "believe, "intend", "plan", "forecast", "project", "estimate", "outlook" and other similar expressions. Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management in light of management's experience and perception of trends, current conditions and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment, and the availability of licenses, approvals and permits.

Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to, current and future market conditions; risks related to federal, state, provincial, territorial, local and foreign government laws, rules and regulations, including federal and state laws in the United States relating to cannabis operations in the United States ; and the risk factors set out in the Company's most recently filed MD&A, filed with the Canadian securities regulators and available under the Company's profile on SEDAR at www.sedar.com and in the section titled "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission on March 17, 2022 and as amended on March 24, 2022 .

The statements in this press release are made as of the date of this release. TerrAscend disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

SOURCE TerrAscend

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Cannabis leaf on road marked with "2025," with sunlight in the background.

New Cannabis Consumption Trends, Regulatory Shifts Seen Driving Market in 2025

Understanding trends in the cannabis industry is paramount for investors eyeing a market with steady growth potential, but the landscape is complex as products and regulations continue to evolve.

Consumption habits are changing as edibles, vaping and THC beverages gain traction, especially among younger users, and cannabis companies are adapting their offerings to meet shifting demand.

Meanwhile, regulatory uncertainty, particularly surrounding the future of the US Farm Bill and state-level restrictions on hemp-derived cannabinoids, continues to challenge the market.

Despite these headwinds, production data and long-term growth forecasts suggest the cannabis industry remains on a promising — albeit turbulent — path. Read on for more on key trends to watch in 2025.

Consumption methods evolving post-legalization

Shifts in consumer behavior are reshaping markets across the board, and the cannabis industry is no exception.

While smoking remains the dominant method of cannabis consumption, a recent report from the Centers for Disease Control and Prevention highlights the growing popularity of edibles, vaping and dabbing.

The report notes that vaping and dabbing are particularly pronounced among younger adults.

A separate study published by the American Medical Association and funded in part by the Canadian Institutes of Health Research also points to how product preferences have changed among Canadian users since legalization in 2018.

The study indicates that while the use of flower, cannabis concentrates, oil, tinctures and topicals has decreased during that time, the use of vape cartridges, edibles and beverages has increased.

Edibles and beverages were legalized in Canada in late 2019, and Truss Beverage was one of the first players to introduce cannabis-infused drinks. Truss was a joint venture formed by Molson Coors Canada (TSX:TPX.A,TSX:TPX.B) and HEXO, a cannabis company that has since been acquired by Tilray Brands (TSX:TLRY,NASDAQ:TLRY).

In early 2020, Tilray launched a lineup of confectionery, wellness products and beverages through its subsidiary, High Park; Canopy Growth (TSX:WEED,NASDAQ:CGC) made a similar move. These companies gradually brought their products to the US as more states legalized cannabis for medical and/or recreational use.

Today, established cannabis brands typically offer edibles and beverages alongside their other products. Organigram Global (TSX:OGI,NASDAQ:OGI) is one of the newest US entrants, with its April acquisition of Collective Project providing immediate access to the US hemp-derived THC beverage market.

Growing awareness of health and wellness, potentially amplified by the pandemic-led adoption of health trackers, appears to be making an impact on the alcoholic beverage market.

A 2023 Gallup poll reveals a two decade decline in alcohol consumption, particularly among younger adults, suggesting a shift towards more health-conscious lifestyles within this demographic.

Craft beer production declined by 4 percent year-on-year in 2024, according to data collected by the Brewers Association. This marked the largest drop in the industry's history, excluding the pandemic. For small, independent craft breweries, 2024 marked the third consecutive year of declining production. A drop in the number of operating small breweries last year provides further evidence of this trend, with 501 closures in 2024 versus 434 openings.

Challenges in the alcohol market extend beyond the brewing industry, with the New York Times recently reporting the closure of a handful of nightclubs facing decreased alcohol sales alongside rising insurance and rent costs.

Meanwhile, cannabis lounges have been popping up across the US for the last several years. As of early 2025, several states had legalized or were in the process of implementing regulations for cannabis consumption lounges.

Hemp market growth despite regulatory uncertainty

The burgeoning hemp industry is another segment of the expanding cannabis market.

The legalization of industrial hemp — defined as cannabis with a THC concentration of 0.3 percent or less — through the 2018 Farm Bill led to initial investment and optimistic projections for CBD wellness products and various industrial applications. The sector’s rapid evolution also brought the rise of hemp-derived intoxicating cannabinoids, creating a market that presented both opportunities and complexities for participants.

However, after an initial boom, a lack of infrastructure and clearly defined regulations for CBD, as well as state-level variations and market oversupply, ultimately contributed to a quick retraction.

2024 was a pivotal year for the US hemp industry, as the hemp-related provisions of the 2018 Farm Bill — originally set to expire in September 2023, but extended to December 31, 2024 — created an urgent need to address critical issues like THC limits and the regulation of novel hemp-derived cannabinoids. A major point of contention was the proposed shift from defining hemp based on Delta-9 THC concentration (0.3 percent or less) to “total THC,” which includes THCA.

This change had the potential to significantly impact farmers and processors, as many hemp varieties that are compliant under the Delta-9 THC rule could exceed the 0.3 percent limit when THCA is included.

Various bills and amendments were proposed in 2024 as part of the Farm Bill discussions, each with different approaches to regulating hemp. Separate regulatory frameworks for industrial hemp and hemp grown for cannabinoids were suggested, and many states took their own action, leading to a patchwork of regulations and even outright bans.

Despite challenges, data from the US Department of Agriculture suggests signs of recovery.

The department's annual National Hemp Report from 2024 points to an 18 percent increase in industrial hemp production value between 2022 and 2023, with output growth seen in specific sectors like floral (18 percent), fiber (133 percent) and seed hemp (414 percent). The 2025 report from the Department of Agriculture indicates further expansion, with notable increases observed in both acreage (up 64 percent from 2023) and value (46 percent).

The 2024 Farm Bill ultimately did not pass, and right now the hemp industry is operating under a temporary extension of the 2018 Farm Bill under the American Relief Act of 2025, signed into law on December 21, 2024.

The 2018 Farm Bill is now set to expire on September 30, 2025.

While analysts for Markets and Markets project that the North American hemp industry will grow at a CAGR of 22.4 percent and ultimately reach a valuation of US$30.24 billion by 2029, the future of the industry will be heavily influenced by the outcome of the ongoing Farm Bill discussions.

US cannabis legalization remains stalled

Although there is clear demand for cannabis products, the now-defunct rescheduling process in the US is likely to continue casting a shadow of uncertainty over the industry's long-term trajectory.

Legal and procedural delays, including allegations of improper conduct and bias within the US Drug Enforcement Administration (DEA), led to hearing cancellations, and the new administration of US President Donald Trump has brought leadership changes to key agencies like the DEA and the Department of Justice.

Terry Cole, who Trump nominated to be DEA administrator on February 11, has a history of opposing cannabis legalization in the country. Similarly, Pam Bondi, Trump’s pick to lead the justice department, staunchly opposed a movement to legalize medical cannabis during her tenure as Florida’s attorney general.

While there have been bipartisan efforts in Congress to end federal cannabis prohibition and establish regulations for eventual legalization, the DEA’s actions and statements indicate a potential stall or reversal of progress.

In addition to that, new research is adding complexity to the debate.

A study published in the American Journal of Psychiatry this past March highlights an association between the use of high-potency cannabis strains and increased risks of psychosis, a factor that may not have been fully considered by the Department of Health and Human Services. As stronger cannabis strains become more widely available, a reassessment of their potential health risks may be required.

Investor takeaway

While the cannabis industry holds promise for growth and innovation, investors must remain acutely aware of the regulatory uncertainties and market volatility that will undoubtedly shape its trajectory in the years to come.

Don’t forget to follow us @INN_Cannabis for real-time news updates!

Securities Disclosure: I, Meagen Seatter, hold no direct investment interest in any company mentioned in this article.

Cronos Group Inc. to Hold 2024 Fourth Quarter and Full-Year Earnings Conference Call on February 27, 2025

Cronos Group Inc. (NASDAQ: CRON) (TSX: CRON) ("Cronos" or the "Company") will hold its 2024 fourth-quarter and full-year earnings conference call on Thursday, February 27, 2025 at 8:30 a.m. ET. Cronos' senior management team will discuss the Company's financial results and will be available for questions from the investment community after prepared remarks.

To attend the conference call or webcast, participants should register online at https://ir.thecronosgroup.com/events-presentations . To avoid delays, we encourage participants to dial into the conference call fifteen minutes ahead of the scheduled start time. The webcast of the call will be archived for replay on the Company's website.

News Provided by GlobeNewswire via QuoteMedia

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(in millions of U.S. Dollars)	Q1 2023	Q4 2022	Q1 2022
Revenue, net	69.4	69.0	48.6
Quarter-over-Quarter increase (decrease)	0.6 %	4.2 %	5.9 %
Year-over-Year increase	42.8 %	50.3 %	-2.2 %

Gross profit	33.9	30.8	15.6
Gross profit margin	48.8 %	44.6 %	32.1 %

Adjusted Gross Profit1	34.0	31.3	19.6
Adjusted Gross Profit Margin %	49.0 %	45.3 %	40.3 %

General & Administrative expense	27.7	35.2	21.5
Share-based compensation expense (included in G&A expense above)	1.7	1.6	3.4
G&A as a % of revenue, net	39.9 %	51.0 %	44.2 %

Net (loss) income from continuing operations	(19.2)	(2.0)	(13.8)

EBITDA from continuing operations1	6.1	30.0	1.1
Adjusted EBITDA from continuing operations1	12.2	12.2	4.9
Adjusted EBITDA Margin from continuing operations	17.6 %	17.7 %	10.1 %

Cash (used in) provided by operations	8.4	7.3	(18.8)

CONFERENCE CALL DETAILS

Date:	Thursday, May 11, 2023
Time:	5:00 p.m. Eastern Time
RapidConnect URL:	https://emportal.ink/40NjnQ4
Webcast:	Click Here
Dial-in Number:	1-888-664-6392
Conference ID:	90703912
Replay:	416-764-8677 or 1-888-390-0541 Available until 12:00 midnight Eastern Time Thursday, May 25, 2023 Replay Entry Code: 703912#

	At		At
	March 31, 2023		December 31, 2022
Assets
Current Assets
Cash and cash equivalents	$	32,931	$	26,158
Restricted cash		606		605
Accounts receivable, net		8,993		22,443
Investments		2,026		3,595
Inventory		50,810		46,335
Assets held for sale		14,266		17,349
Prepaid expenses and other current assets		3,627		4,937
Current assets from discontinued operations		525		571
		113,784		121,993
Non-Current Assets
Property and equipment, net		214,035		215,812
Deposits		740		837
Operating lease right of use assets		29,951		29,451
Intangible assets, net		243,759		239,704
Goodwill		95,713		90,328
Other non-current assets		3,594		3,462
		587,792		579,594
Total Assets	$	701,576	$	701,587

Liabilities and Shareholders' Equity
Current Liabilities
Accounts payable and accrued liabilities	$	50,784		44,286
Deferred revenue		2,740		2,935
Loans payable, current		51,397		48,335
Contingent consideration payable, current		4,434		5,184
Operating lease liability, current		2,314		1,857
Lease obligations under finance leases, current		535		521
Corporate income tax payable		34,737		23,077
Other current liabilities		1,663		2,599
Current liabilities from discontinued operations		7,468		9,111
		156,072		137,905
Non-Current Liabilities
Loans payable, non-current		146,168		145,852
Operating lease liability, non-current		31,836		31,545
Lease obligations under finance leases, non-current		6,614		6,713
Warrant liability		267		711
Deferred income tax liability		34,498		30,700
Financing obligations		10,979		11,198
Other long term liabilities		15,841		15,792
		246,203		242,511
Total Liabilities		402,275		380,416
Commitments and Contingencies
Shareholders' Equity
Share Capital
Series A, convertible preferred stock, no par value, unlimited shares authorized; 12,350 and 12,608 shares outstanding as of March 31, 2023 and December 31, 2022, respectively		—		—
Series B, convertible preferred stock, no par value, unlimited shares authorized; 600 and 600 shares outstanding as of March 31, 2023 and December 31, 2022, respectively		—		—
Series C, convertible preferred stock, no par value, unlimited shares authorized; nil and nil shares outstanding as of March 31, 2023 and December 31, 2022, respectively		—		—
Series D, convertible preferred stock, no par value, unlimited shares authorized; nil and nil shares outstanding as of March 31, 2023 and December 31, 2022, respectively		—		—
Proportionate voting shares, no par value, unlimited shares authorized; nil and nil shares outstanding as of March 31, 2023 and December 31, 2022, respectively		—		—
Exchangeable shares, no par value, unlimited shares authorized; 63,492,038 and 76,996,538 shares outstanding as of March 31, 2023 and December 31, 2022, respectively		—		—
Common stock, no par value, unlimited shares authorized; 274,653,743 and 259,624,531 shares outstanding as of March 31, 2023 and December 31, 2022, respectively		—		—
Additional paid in capital		936,404		934,972
Accumulated other comprehensive income		1,738		2,085
Accumulated deficit		(641,517)		(618,260)
Non-controlling interest		2,676		2,374
Total Shareholders' Equity		299,301		321,171
Total Liabilities and Shareholders' Equity	$	701,576	$	701,587

	For the Three Months Ended
		March 31, 2023		March 31, 2022
Revenue		$	69,720	$	49,060
Excise and cultivation tax			(322)		(475)
Revenue, net			69,398		48,585

Cost of Sales			35,498		32,961

Gross profit			33,900		15,624

Operating expenses:
General and administrative			27,730		21,424
Amortization and depreciation			2,029		2,175
Impairment of property and equipment			335		—
Total operating expenses			30,094		23,599

Income (loss) from operations			3,806		(7,975)
Other (income) expense
Loss from revaluation of contingent consideration			—		119
Gain on fair value of warrants and purchase option derivative asset			(438)		(5,713)
Finance and other expenses			10,087		6,655
Transaction and restructuring costs			3		615
Unrealized and realized foreign exchange (gain) loss			(31)		356
Unrealized and realized loss on investments			699		—
Loss from continuing operations before provision from income taxes			(6,514)		(10,007)
Provision for income taxes			12,664		3,743
Net loss from continuing operations		$	(19,178)	$	(13,750)

Discontinued operations:
Loss from discontinued operations, net of tax			(3,591)		(2,256)
Net loss		$	(22,769)	$	(16,006)

Foreign currency translation			347		3,607
Comprehensive loss		$	(23,116)	$	(19,613)

Net (loss) income from continuing operations attributable to:
Common and proportionate Shareholders of the Company		$	(21,364)	$	(14,101)
Non-controlling interests			2,186		351

Comprehensive (loss) income from continuing operations attributable to:
Common and proportionate Shareholders of the Company		$	(25,302)	$	(19,964)
Non-controlling interests			2,186	$	351

Net loss per share
Net loss per share - basic:
Continuing operations		$	(0.08)	$	(0.07)
Discontinued operations		$	(0.01)	$	(0.01)
Net loss per share - basic		$	(0.09)	$	(0.08)
Weighted average number of outstanding common and proportionate voting shares			267,211,093		211,126,932

Net loss per share - diluted:
Continuing operations		$	(0.08)	$	(0.07)
Discontinued operations		$	(0.01)	$	(0.01)
Net loss per share - diluted		$	(0.09)	$	(0.08)
Weighted average number of outstanding common and proportionate voting shares, assuming dilution			267,211,093		211,126,932

	For the Three Months Ended
		March 31, 2023		March 31, 2022
Operating activities
Net loss from continuing operations		$	(19,178)	$	(13,750)
Adjustments to reconcile net loss to net cash used in operating activities
Non-cash write downs of inventory			797		1,073
Accretion expense			4,763		(1,337)
Depreciation of property and equipment and amortization of intangible assets			4,771		4,642
Amortization of operating right-of-use assets			454		487
Share-based compensation			1,713		3,356
Deferred income tax expense			1,446		(1,134)
Gain on fair value of warrants and purchase option derivative			(438)		(5,713)
Gain on disposal of fixed assets			307		—
Revaluation of contingent consideration			—		119
Loss on derecognition of right of use assets			205		—
Release of indemnification asset			—		(25)
Unrealized and realized foreign exchange (gain) loss			(31)		356
Unrealized and realized loss on investments			699		—
Changes in operating assets and liabilities
Receivables			773		(2,656)
Inventory			(4,969)		3,755
Prepaid expense and other current assets			1,203		985
Deposits			97		(593)
Other assets			(131)		571
Accounts payable and accrued liabilities and other payables			6,882		(11,151)
Operating lease liability			(473)		(271)
Other liability			(14)		(437)
Contingent consideration payable			—		(324)
Corporate income tax payable			11,773		4,869
Deferred revenue			(195)		395
Net cash (used in) / provided by operating activities- continuing operations			10,454		(16,783)
Net cash (used in) operating activities- discontinued operations			(2,020)		(2,064)
Net cash (used in) / provided by operating activities			8,434		(18,847)

Investing activities
Investment in property and equipment			(2,497)		(3,812)
Investment in intangible assets			(14)		(106)
Principal payments received on lease receivable			111		156
Receipt of convertible debenture payment			738		-
Deposits for property and equipment			—		(6,058)
Deposits for business acquisition			—		(602)
Payments made for land contracts			(308)		—
Cash portion of consideration paid in acquisitions, net of cash of acquired			(9,611)		24,716
Net cash (used in) / provided by investing activities- continuing operations			(11,581)		14,294
Net cash (used in) /provided by investing activities- discontinued operations			—		(381)
Net cash (used in) / provided by investing activities			(11,581)		13,913

Financing activities
Transfer of Employee Retention Credit			12,677		—
Proceeds from options and warrants exercised			81		23,925
Loan principal paid			(1,204)		—
Capital contributions paid to non-controlling interests			(1,884)		(227)
Payments of contingent consideration			—		(6,630)
Payments made for financing obligations			(157)		—
Net cash provided by financing activities- continuing operations			9,513		17,068
Net cash provided by financing activities- discontinued operations			(115)		—
Net cash (used in) /provided by financing activities			9,398		17,068

Net increase in cash and cash equivalents and restricted cash during the period			6,251		12,134
Net effects of foreign exchange			523		(3,369)
Cash and cash equivalents and restricted cash, beginning of the period			26,763		79,642
Cash and cash equivalents and restricted cash, end of the period		$	33,537	$	88,407

Supplemental disclosure with respect to cash flows
Income taxes (refund received) paid		$	(551)	$	8
Interest paid		$	2,456	$	8,271
Lease termination fee paid			—	$	3,300
Non-cash transactions
Equity and warrant liability issued as consideration for acquisition		$	750	$	294,800
Shares issued for liability settlement		$	593	$	22
Accrued capital purchases		$	555	$	56

	For the Three Months Ended
(in thousands of U.S. Dollars)	March 31, 2023	December 31, 2022	March 31, 2022
Revenue, net	69,398	69,041	48,585

Gross profit	33,900	30,798	15,624
Add the impact of:
Relief of fair value of inventory upon acquisition	—	—	1,806
Non-cash write downs of inventory	—	—	1,894
Other one time adjustments to gross profit	94	453	238
Adjusted Gross Profit	33,994	31,251	19,562
Adjusted Gross Profit Margin %	49.0 %	45.3 %	40.3 %

Canopy USA Converts CAD$125.5 Million in TerrAscend Debt to Exchangeable Shares at CAD$5.10 per Share

In this article

Guide to cannabis in Australia: New South Wales

Guide to cannabis in Australia: Victoria

Guide to cannabis in Australia: Queensland

Guide to cannabis in Australia: South Australia

Guide to cannabis in Australia: Western Australia

Guide to cannabis in Australia: Tasmania

Guide to cannabis in Australia: Northern Territory

Guide to cannabis in Australia: Australian Capital Territory

Consumption methods evolving post-legalization

Hemp market growth despite regulatory uncertainty

US cannabis legalization remains stalled

Investor takeaway

1. Botanix Pharmaceuticals (ASX:BOT)

2. Vitura Health (ASX:VIT)

3. IDT Australia (ASX:IDT)

4. Little Green Pharma (ASX:LGP)

5. Neurotech (ASX:NTI)

6. ECS Botanics (ASX:ECS)

7. Cann Group (ASX:CAN)

8. Althea (ASX:AGH)

9. Ecofibre (ASX:EOF)

10. Argent Biopharma (ASX:RGT)

Road to cannabis rescheduling hits another speed bump

Pennsylvania governor proposes legal cannabis market in state budget

Senate committee re-examines the SAFER Banking Act

Aurora, Canopy Growth report earnings

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