TERRASCEND CORP. SUBSCRIPTION AGREEMENT FOR CONVERTIBLE DEBENTURES
SUBSCRIPTION AGREEMENT FOR CONVERTIBLE DEBENTURES
TO: TERRASCEND CORP.
The Subscriber (as hereinafter defined) hereby irrevocably subscribes for and agrees to purchase from TerrAscend Corp. (the “Corporation”) that number of secured convertible debentures of the Corporation (the “Convertible Debentures”) set out below at a price of US$1,000 per Convertible Debenture (the “Subscription Price”). The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Convertible Debentures” including without limitation the terms, representations, warranties and covenants set forth in the applicable schedules attached thereto. The Subscriber further agrees, without limitation, that the Corporation may rely upon the Subscriber’s representations, warranties and covenants contained in such documents.
SUBSCRIPTION AND SUBSCRIBER INFORMATION
Please print all information (other than signatures), as applicable, in the space provided below
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Number of Convertible Debentures: x US$1,000 |
(Name of Subscriber) |
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Account Reference (if applicable): |
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By: |
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Aggregate Subscription Cost: (the “Subscription Amount”) |
Authorized Signature |
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(Official Capacity or Title – if the Subscriber is not an individual)
(Name of individual whose signature appears above if different than the name of the subscriber printed above.)
(Subscriber’s Residential Address, including Province and Postal Code)
(Subscriber’s Telephone Number) (Email Address) |
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Please complete if purchasing as agent or trustee for a principal (beneficial purchaser) (a “Disclosed Principal”) and not purchasing as trustee or agent for accounts fully managed by it.
(Name of Disclosed Principal)
(Address of Disclosed Principal)
(Account Reference, if applicable) |
The Subscriber hereby provides the following registration and delivery instructions in connection with the Convertible Debentures being purchased hereunder.
Account Registration Information:
(Name)
(Account Reference, if applicable)
(Address, including Postal Code)
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Delivery Instructions as set forth below:
(Name)
(Account Reference, if applicable)
(Address)
(Contact Name) (Telephone Number) |
Number and kind of securities of the Corporation held, directly or indirectly, if any: ____________________________________________ ____________________________________________
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State whether Subscriber is an Insider (as defined herein) of the Corporation:
Yes FORMCHECKBOX No FORMCHECKBOX
State whether Subscriber is a Registrant (as defined herein) of the Corporation:
Yes FORMCHECKBOX No FORMCHECKBOX
State whether Subscriber is a member of a Pro Group:
Yes FORMCHECKBOX No FORMCHECKBOX
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Return by:
June 17, 2026
Return as directed by the Corporation
TERMS AND CONDITIONS OF SUBSCRIPTION FOR
CONVERTIBLE DEBENTURES
Whenever used in this Subscription Agreement, unless there is something in the subject matter or context inconsistent therewith, the following words and phrases shall have the respective meanings ascribed to them as follows:
“Business Day” means any day, other than (a) a Saturday or Sunday, (b) any other day on which the principal chartered banks located in Toronto, Ontario are not open for business, or (c) any other day on which banks are not required or authorized to close in New York, New York.
“Closing” shall have the meaning ascribed to such term in Section 4.1.
“Closing Date” shall have the meaning ascribed to such term in Section 4.1.
“Closing Time” shall have the meaning ascribed to such term in Section 4.1.
“Common Shares” means common shares in the capital of the Corporation.
“Convertible Debentures” shall have the meaning ascribed to such term on the face page of this Subscription Agreement.
“Corporation” means TerrAscend Corp. and includes any successor corporation to or of the Corporation.
“Disclosed Principal” shall have the meaning ascribed to such term on the face page of this Subscription Agreement.
“Governmental Body” means any domestic or foreign federal, provincial, territorial, regional, state, municipal, regional, local or other government, governmental department, quasi-governmental authority, arbitration tribunal, agency, authority or body (whether administrative, legislative, executive or otherwise), court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory authority, including the Securities Regulators and stock exchanges.
“Insider” shall have the meaning ascribed to such term in subsection 1(1) of the Securities Act (Ontario).
“Interest Shares” means the Common Shares issuable in payment of interest on the Convertible Debentures as described in the Term Sheet and in accordance with the terms of the Convertible Debentures.
“International Jurisdiction” shall have the meaning ascribed to such term in Section 6.1.
“Maturity Date” means the date that is 60 months following the Closing Date.
“NI 45-106” means National Instrument 45-106 - Prospectus Exemptions.
“Offering” means the offering of approximately US$25,000,000 aggregate principal amount of Convertible Debentures to be issued and sold by the Corporation pursuant to the Subscription Agreements.
“person” means any individual, corporation, partnership, trust, fund, association, syndicate, organization or other organized group of persons, whether incorporated or not, and an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative.
“Public Disclosure Documents” shall have the meaning ascribed to such term in Section 5.1.
“Registrant” means a dealer, adviser, investment fund manager, an ultimate designated person or chief compliance officer as those terms are used pursuant to the Securities Laws, or a person (as that term is defined herein) registered or otherwise required to be registered under the Securities Laws.
“SEC” means the United States Securities and Exchange Commission.
“Securities Laws” means as applicable, the securities laws, regulations, rules, blanket rulings, policies, notices, interpretation notes, orders and multilateral or national instruments adopted by the Securities Regulators and the rules and policies of the TSX.
“Securities Regulators” means the securities commission or other securities regulatory authorities of all of the Selling Jurisdictions or the relevant Selling Jurisdictions as the context so requires.
“Selling Jurisdictions” means the provinces and territories of Canada, the United States and such other jurisdictions in Canada and outside of Canada which are agreed to by the Corporation.
“Subscriber” means the subscriber for the Convertible Debentures as set out on the face page of this Subscription Agreement and includes, as applicable, each Disclosed Principal for whom it is acting.
“Subscription Agreement” means this subscription agreement (including any schedules hereto) and any instrument amending this Subscription Agreement; “herein”, “hereof”, “hereto”, “hereunder”, and similar expressions mean and refer to this Subscription Agreement and not to a particular Article or Section; and the expression “Article” or “Section” followed by a number means and refers to the specified Article or Section of this Subscription Agreement.
“Subscription Amount” shall have the meaning ascribed to such term on the face page of this Subscription Agreement.
“Subscription Price” shall have the meaning ascribed to such term on the face page of this Subscription Agreement.
“Term Sheet” means the term sheet attached hereto as Schedule “A”.
“TSX” means the Toronto Stock Exchange.
“Underlying Shares” means the Common Shares issuable on conversion of the Convertible Debentures.
“United States” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.
“U.S. Securities Act” means the United States Securities Act of 1933, as amended.
Words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine gender and words importing persons shall include firms and corporations and vice versa.
Unless otherwise specified, all dollar amounts in this Subscription Agreement, including the symbol “$”, are expressed in Canadian dollars.
The division of this Subscription Agreement into Articles, Sections, Schedules and other subdivisions and the inclusion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Subscription Agreement. The headings in this Subscription Agreement are not intended to be full or precise descriptions of the text to which they refer. Unless something in the subject matter or context is inconsistent therewith, references herein to an Article, Section, Subsection, paragraph, clause or Schedule are to the applicable article, section, subsection, paragraph, clause or schedule of this Subscription Agreement.
The following are the Schedules attached to and incorporated in this Subscription Agreement by reference and deemed to be a part hereof:
Schedule “A” - Term Sheet
Schedule “B” - Canadian Accredited Investor Status Certificate
Schedule “C” - Employee, Executive Officer, Director and Consultant Status
Certificate
Schedule “D” - Offshore Purchaser Certificate
Schedule “E” - Accredited Investor Certificate
Schedule “F” - Contact Information For Canadian Securities Commissions
Schedule “G” - Wire Instructions
Schedule “H” - Election to Apply Existing Debenture Proceeds
The Subscriber hereby confirms its irrevocable subscription for the number of Convertible Debentures as set out on the face page hereof from the Corporation, on and subject to the terms and conditions set out in this Subscription Agreement, for the Subscription Amount which is payable as described in Article 4 hereto.
The Convertible Debentures shall be in such form and shall contain such terms and conditions as agreed to by the Corporation. A summary of certain terms of the Convertible Debentures are set forth in the Term Sheet attached hereto as Schedule “A”, however, reference should be made to the definitive terms of the Convertible Debentures. In the event of a conflict or inconsistency between the Term Sheet and the terms of the Convertible Debentures, the terms of the Convertible Debentures shall be paramount and shall govern.
The Subscriber acknowledges that the outstanding principal under each Convertible Debenture shall bear interest at a rate of 8.00% per annum payable quarterly in arrears on each of March 31, June 30, September 30 and December 31 in each year that such Convertible Debenture is outstanding. Notwithstanding the foregoing, the Corporation may, in its sole discretion, elect to pay all or any portion of the interest accrued on the principal outstanding under the Convertible Debentures during any interest period in kind (and not in cash) by capitalizing such interest as additional principal, which interest shall constitute “PIK Interest” under the Convertible Debentures. If any interest is capitalized in accordance with the Convertible Debentures, then the amount of PIK Interest to be added to the outstanding principal for such interest period shall be calculated based on an interest rate equal to 9.00% per annum, provided that if the Corporation elects to pay all or any portion of the interest accrued on the outstanding principal by way of PIK Interest for more than 4 interest periods, then for each additional interest period where PIK Interest is paid, the PIK Interest for each such additional interest period shall be calculated based on an interest rate equal to 10.00% per annum.
The Subscriber acknowledges and agrees that the Corporation reserves the right, in its absolute discretion, to reject this subscription for Convertible Debentures, in whole or in part, at any time prior to the Closing Time. If this subscription is rejected in whole, any cheques or other forms of payment delivered to the Corporation or to counsel to the Corporation representing the Subscription Amount will be promptly returned to the Subscriber without interest or deduction. If this subscription is accepted only in part, a cheque representing any refund of the Subscription Amount for that portion of the subscription for the Convertible Debentures which is not accepted, will be promptly delivered to the Subscriber without interest or deduction.
Delivery and sale of the Convertible Debentures and payment of the Subscription Amount will be completed (the “Closing”) electronically at 12:01 a.m. (Toronto time) (the “Closing Time”) on June 23, 2026 or such other place, date or time as the Corporation may determine (the “Closing Date”), provided such date is not later than a day mandated by the TSX. At Closing, settlement of the Convertible Debentures will be completed in certificated form. If on or prior to the Closing Time, the terms and conditions contained in this Subscription Agreement have been complied with, this completed Subscription Agreement has been delivered to the Corporation and the Subscription Amount for the Convertible Debentures subscribed for under this Subscription Agreement has been paid in accordance with Section 4.2(a), ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP is irrevocably directed to release the Subscription Amount to the Corporation and to issue the Convertible Debentures subscribed for hereunder. The Subscriber will take up, purchase and pay for the Convertible Debentures purchased hereunder at the Closing upon the satisfaction of the conditions set out herein. The Subscriber agrees to indemnify and hold harmless ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP for any losses, costs, damages or other liability that ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP may suffer or incur in connection with any act or omission by ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP taken or made pursuant to this Section 4.1.
The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement and the Corporation is relying on the truth of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time:
The Subscriber irrevocably authorizes the Corporation, in its discretion, to act as the Subscriber’s representative in connection with the Offering and at the Closing, and hereby appoints the Corporation, with full power of substitution, as its true and lawful attorney with full power and authority in the Subscriber’s place and stead:
This power of attorney is irrevocable, is coupled with an interest and has been given for valuable consideration, the receipt and adequacy of which is acknowledged. This power of attorney and other rights and privileges granted under this section will survive any legal or mental incapacity, dissolution, bankruptcy or death of the Subscriber. This power of attorney extends to the heirs, executors, administrators, other legal representatives and successors, transferees and assigns of the Subscriber. Any person dealing with the Corporation may conclusively presume and rely upon the fact that any document, instrument or agreement executed by the Corporation pursuant to this power of attorney is authorized and binding on the Subscriber, without further inquiry. The Subscriber agrees to be bound by any representations or actions made or taken by the Corporation pursuant to this power of attorney, and waives any and all defences that may be available to contest, negate or disaffirm any action of the Corporation taken in good faith under this power of attorney.
THE CORPORATION
The Corporation hereby represents and warrants to and covenants and agrees with the Subscriber, as of the date hereof and as of the Closing Date, that:
The Subscriber, on its own behalf and, if applicable, on behalf of each beneficial purchaser, including any Disclosed Principal, for whom it is acting hereunder, hereby acknowledges, represents and warrants to, and covenants with, the Corporation as follows and acknowledges that the Corporation is relying on such acknowledgments, representations, warranties and covenants in connection with the transactions contemplated herein:
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE COMMON SHARES, IF ANY, ISSUABLE UPON CONVERSION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AND ANY COMMON SHARES ISSUABLE AS INTEREST THEREON, HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”
if the Subscriber is an “affiliate” of the issuer for purposes of Rule 144 under the U.S. Securities Act:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). ANY AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE CORPORATION THAT ACQUIRES THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR ANY COMMON SHARES ISSUED UPON CONVERSION OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE (OR ANY INTEREST IN ANY OF THE FOREGOING) MAY NOT RESELL SUCH SECURITIES OR SHARES (OR INTEREST THEREIN), AS APPLICABLE, UNLESS IN A TRANSACTION THAT IS REGISTERED UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IN A TRANSACTION IMMEDIATELY FOLLOWING WHICH SUCH RESOLD SECURITY OR SHARE (OR INTEREST THEREIN), AS APPLICABLE, IS NOT A “RESTRICTED SECURITY” (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT).
“UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE COMMON SHARES, IF ANY, ISSUABLE UPON CONVERSION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AND ANY COMMON SHARES ISSUABLE AS INTEREST THEREON, MUST NOT TRADE ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR COMMON SHARES ISSUABLE UPON CONVERSION THEREOF, AND ANY COMMON SHARES ISSUABLE AS INTEREST THEREON, BEFORE [INSERT DATE THAT IS FOUR (4) MONTHS AND ONE (1) DAY AFTER THE CLOSING DATE].”
The Subscriber, on its own behalf and, if applicable, on behalf of each beneficial purchaser, including any Disclosed Principal, for whom it is acting hereunder, hereby acknowledges, covenants and agrees as follows:
The Subscriber acknowledges and agrees that the representations, warranties, covenants and acknowledgements made by the Subscriber in this Subscription Agreement are made with the intention that they may be relied upon by the Corporation and its legal counsel in determining the Subscriber's eligibility (and, if applicable, the eligibility of the Disclosed Principal) to purchase the Convertible Debentures. The Subscriber further agrees that by accepting the Convertible Debentures, the Subscriber shall be representing and warranting that such representations, warranties, acknowledgements and covenants are true as at the Closing Time with the same force and effect as if they had been made by the Subscriber at the Closing Time. The Subscriber undertakes to immediately notify the Corporation of any change in any statement or other information relating to the Subscriber set forth herein (including in any applicable Schedule attached hereto) which takes place prior to the Closing Time.
The representations, warranties and covenants of the Corporation contained in this Subscription Agreement shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Subscriber with respect thereto, shall continue in full force and effect for the benefit of the Subscriber for a period of one year following the Closing.
The representations, warranties and covenants of the Subscriber contained in this Subscription Agreement shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Corporation with respect thereto and notwithstanding any subsequent disposition by the Subscriber of any of the Convertible Debentures, Underlying Shares or Interest Shares, shall continue in full force and effect for the benefit of the Corporation for a period of two years following the Closing.
ARTICLE 8 – MISCELLANEOUS
8.1 Further Assurances
Each of the parties hereto upon the request of each of the other parties hereto, whether before or after the Closing Time, shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, deeds, documents, assignments, transfers, conveyances, powers of attorney and assurances as may reasonably be necessary or desirable to complete the transactions contemplated herein.
8.2 Notices
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Attention: ▇▇▇▇ ▇▇▇▇▇, Chief People and Legal Officer, Corporate Secretary
Email: [***]
with a copy to (which shall not constitute notice):
▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP
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Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Email: [***]
8.3 Time of the Essence
Time shall be of the essence of this Subscription Agreement and every part hereof.
8.4 Costs and Expenses
All costs and expenses (including, without limitation, the fees and disbursements of legal counsel) incurred in connection with this Subscription Agreement and the transactions herein contemplated shall be paid and borne by the party incurring such costs and expenses.
8.5 Applicable Law
This Subscription Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the Province of Ontario and the laws of Canada applicable therein. Any and all disputes arising under this Subscription Agreement, whether as to interpretation, performance or otherwise, shall be subject to the non-exclusive jurisdiction of the courts of the Province of Ontario and each of the parties hereto hereby irrevocably attorns to the jurisdiction of the courts of such jurisdiction.
8.6 Entire Agreement
This Subscription Agreement, including the Schedules attached hereto, constitutes the entire agreement between the parties hereto with respect to the transactions contemplated herein and cancels and supersedes any prior understandings, agreements, negotiations and discussions between the parties hereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements or understandings, express or implied, between the parties hereto other than those expressly set forth in this Subscription Agreement or in any such agreement, certificate, affidavit, statutory declaration or other document as aforesaid. This Subscription Agreement may not be amended or modified in any respect except by written instrument executed by each of the parties hereto.
8.7 Counterparts
This Subscription Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same Subscription Agreement. Counterparts may be delivered either in original or emailed PDF or electronic form and the parties adopt any signature received by email as original signatures of the parties. If less than a complete copy of this Subscription Agreement is delivered to the Corporation, the Corporation, and its advisors are entitled to assume that the Subscriber accepts and agrees to all the terms and conditions of the pages not delivered, unaltered.
8.8 Assignment
This Subscription Agreement may not be assigned by either party except with the prior written consent of the other parties hereto.
8.9 Enurement
This Subscription Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, successors (including any successor by reason of the amalgamation or merger of any party), administrators and permitted assigns.
8.10 Language
It is the express wish of the Subscriber that the Subscription Agreement and any related documentation be drawn up in English. Il est de la volonté expresse du souscripteur que la présente convention de souscription ainsi que tout document connexe soient rédigés en langue anglaise.
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The Corporation hereby accepts the subscription for Convertible Debentures as set forth on the face page of this Subscription Agreement on the terms and conditions contained in this Subscription Agreement (including all applicable Schedules attached hereto) this ____ day of June, 2026.
Per:
Authorized Signing Officer
SCHEDULE “A”
TERM SHEET
(See attached.)
TerrAscend 2026 Debenture Offering:
Overview of Key Terms
SCHEDULE “B”
Canadian Accredited Investor Status CERTIFICATE
The categories listed herein contain certain specifically defined terms. If you are unsure as to the meanings of those terms, or are unsure as to the applicability of any category below, please contact your broker and/or legal advisor before completing this certificate. This Schedule “B” is to be completed if the Subscriber is, or, if applicable, the beneficial purchaser for whom the Subscriber is contracting hereunder is, a resident of, or otherwise subject to the Securities Laws of, a province or territory of Canada.
Terms not otherwise defined herein have the meanings attributed to them in the Subscription Agreement and in National Instrument 45-106 – Prospectus Exemptions ("NI 45-106") promulgated under applicable Securities Laws. All monetary references are in Canadian dollars.
TO: TerrAscend Corp. (the “Corporation”)
In connection with the purchase by the undersigned Subscriber of the Convertible Debentures, the Subscriber, on its own behalf and on behalf of each Disclosed Principal for whom the Subscriber is acting (collectively, the “Subscriber”), hereby represents, warrants, covenants and certifies to the Corporation (and acknowledges that the Corporation and its counsel are relying thereon) that:
(PLEASE CHECK THE BOX OF THE APPLICABLE CATEGORY OF ACCREDITED INVESTOR)
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(a) except in Ontario, a Canadian financial institution, or a Schedule III bank;
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(a.1) in Ontario, a financial institution that is (i) a bank listed in Schedule I, II or III of the Bank Act (Canada); (ii) an association to which the Cooperative Credit Associations Act (Canada) applies or a central cooperative credit society for which an order has been made under subsection 473(1) of the Securities Act (Ontario); or (iii) a loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative or credit union league or federation that is authorized by a statute of Canada or Ontario to carry on business in Canada or Ontario, as the case may be;
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(b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);
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(c) a subsidiary of any person or company referred to in paragraphs (a), (a.1) or (b), if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;
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(d) a person or company registered under the securities legislation of a jurisdiction (province or territory) of Canada as an adviser or dealer (or in Ontario, except as otherwise prescribed by the regulations under the Securities Act (Ontario));
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(e) an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d);
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(e.1) an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador); |
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(f) the Government of Canada or a jurisdiction (province or territory) of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction (province or territory) of Canada;
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(g) a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;
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(h) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;
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(i) a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction (province or territory) of Canada;
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(j) an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that, before taxes, but net of any related liabilities, exceeds $1,000,000;
[Note: If you have initialed besides this subsection (j), you must complete Exhibit “A” to this Schedule “B”.] |
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(j.1) an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5,000,000;
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(k) an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;
[Note: If you have initialed besides this subsection (k), you must complete Exhibit “A” to this Schedule “B”.]
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(l) an individual who, either alone or with a spouse, has net assets of at least $5,000,000;
[Note: If you have initialed besides this subsection (l), you must complete Exhibit “A” to this Schedule “B”.]
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(m) a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements;
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(n) an investment fund that distributes or has distributed its securities only to (i) a person that is or was an accredited investor at the time of the distribution, (ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment] or 2.19 [Additional investment in investment funds] of NI 45-106, or (iii) a person described in sub-paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment] of NI 45-106;
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(o) an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt;
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(p) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be;
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(q) a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;
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(r) a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded;
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(s) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function;
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(t) a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors;
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(u) an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser;
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(v) a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor; or
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(w) a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse. |
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(x) in Ontario, such other persons or companies as may be prescribed by the regulations under the Securities Act (Ontario). ***If checking this category (x), please provide a description of how this requirement is met. |
For the purposes hereof, the following definitions are included for convenience:
(i) a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed, and
(ii) in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not
(i) an individual,
(ii) a corporation,
(iii) a partnership, trust, fund and an association, syndicate, organization or other organized group of persons whether incorporated or not, and
(iv) an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative.
In NI 45-106 a person or company is an affiliate of another person or company if one of them is a subsidiary of the other, or if each of them is controlled by the same person.
In NI 45-106 and except in Part 2 Division 4 (Employee, Executive Officer, Director and Consultant Exemption) of NI 45-106, a person (first person) is considered to control another person (second person) if (a) the first person beneficially owns or directly or indirectly exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation, (b) the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership, or (c) the second person is a limited partnership and the general partner of the limited partnership is the first person.
The foregoing representations, warranties and certifications contained in this certificate are true and accurate as of the date of this certificate and will be true and accurate as of the Closing Time (as defined in the Subscription Agreement to which this Schedule “B” is attached) and the Subscriber acknowledges that this accredited investor status certificate is incorporated into and forms a part of the Subscription Agreement to which it is attached. If any such representations, warranties and certifications shall not be true and accurate prior to the Closing Time, the undersigned shall give immediate written notice of such fact to the Corporation prior to the Closing Time.
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Signed: |
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__________________________________________ Print the name of Subscriber |
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__________________________________________ If Subscriber is a corporation, |
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EXHIBIT “A” TO SCHEDULE “B”
FORM FOR INDIVIDUAL ACCREDITED INVESTORS
This investment is risky. Don't invest unless you can afford to lose all the money you pay for this investment. |
SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER |
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1. About your investment |
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Type of securities: Convertible Debentures |
Issuer: TerrAscend Corp. |
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Purchased from: TerrAscend Corp. |
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SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER |
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2. Risk acknowledgement |
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Your |
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Risk of loss - You could lose your entire investment of $ _____________ . [Instruction: Insert the total dollar amount of the investment.] |
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Liquidity risk - You may not be able to sell your investment quickly - or at all. |
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Lack of information - You may receive little or no information about your investment. |
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Lack of advice - You will not receive advice from the salesperson about whether this investment is suitable for you unless the salesperson is registered. The salesperson is the person who meets with, or provides information to, you about making this investment. To check whether the salesperson is registered, go to ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇. |
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3. Accredited investor status |
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You must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies to you. (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring that you meet the definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have questions about whether you meet these criteria. |
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• Your net income before taxes was more than $200,000 in each of the 2 most recent calendar years, and you expect it to be more than $200,000 in the current calendar year. (You can find your net income before taxes on your personal income tax return.) |
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• Your net income before taxes combined with your spouse's was more than $300,000 in each of the 2 most recent calendar years, and you expect your combined net income before taxes to be more than $300,000 in the current calendar year. |
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• Either alone or with your spouse, you own more than $1 million in cash and securities, after subtracting any debt related to the cash and securities. |
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• Either alone or with your spouse, you have net assets worth more than $5 million. (Your net assets are your total assets (including real estate) minus your total debt.) |
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4. Your name and signature |
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By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form. |
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First and last name (please print):
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Signature: |
Date: |
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SECTION 5 TO BE COMPLETED BY THE SALESPERSON |
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5. Salesperson information |
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[Instruction: The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment. That could include a representative of the issuer or selling security holder, a registrant or a person who is exempt from the registration requirement.] |
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First and last name of salesperson (please print):
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Telephone:
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Email: |
Name of firm (if registered):
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SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER |
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6. For more information about this investment |
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▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, Chief People and Legal Officer, Corporate Secretary Phone: [***] Email: [***] Website: ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ For more information about prospectus exemptions, contact your local securities regulator. You can find contact information at ▇▇▇.▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇.
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SCHEDULE “C”
EMPLOYEE, EXECUTIVE OFFICER, DIRECTOR AND CONSULTANT
STATUS CERTIFICATE
This Schedule “C” is to be completed if the Subscriber is, or, if applicable, the beneficial purchaser for whom the Subscriber is contracting hereunder is, relying on the Employee, Executive Officer, Director and Consultant Exemption of NI 45-106.
TO: TerrAscend Corp. (the “Corporation”)
In connection with the purchase by the undersigned Subscriber of the Convertible Debentures, the Subscriber, on its own behalf and on behalf of each Disclosed Principal for whom the Subscriber is acting (collectively, the “Subscriber”) hereby represents, warrants, covenants and certifies to the Corporation (and acknowledges that the Corporation and its counsel are relying thereon) that:
The foregoing representations contained in this certificate are true and accurate as of the date of this certificate and will be true and accurate as of the Closing Time (as defined in the Subscription Agreement to which this Schedule “C” is attached) and the Subscriber acknowledges that this Employee, Executive Officer, Director and Consultant Status Certificate is incorporated into and forms a part of the Subscription Agreement to which it is attached. If any such representations shall not be true and accurate prior to the Closing Time, the undersigned shall give immediate written notice of such fact to the Corporation prior to the Closing Time.
Dated: |
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Signed: _______ |
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Print the name of Subscriber |
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If Subscriber is a corporation, |
SCHEDULE “D”
offshore purchaser CERTIFICATE
(For investors outside of Canada and the United States)
TO: TerrAscend Corp. (the “Corporation”)
Reference is made to the subscription agreement between the Corporation and the undersigned (referred to herein as the “Subscriber”) dated as of the date hereof (the “Subscription Agreement”). Upon execution of this Subscriber Certificate by the Subscriber, this Subscriber Certificate (including all appendices thereto) shall be incorporated into and form a part of the Subscription Agreement.
Capitalized terms not specifically defined in this Schedule “D” have the meanings ascribed to them in the Subscription Agreement to which this Schedule “D” is attached.
In connection with the purchase by the undersigned Subscriber of the Convertible Debentures, the Subscriber, on its own behalf and on behalf of each Disclosed Principal for whom the Subscriber is acting (collectively, the “Subscriber”) hereby represents, warrants, covenants and certifies to the Corporation (and acknowledges that the Corporation and its counsel are relying thereon) that:
The foregoing representations contained in this certificate are true and accurate as of the date of this certificate and will be true and accurate as of the Closing Time (as defined in the Subscription Agreement to which this Schedule “D” is attached) and the Subscriber acknowledges that this Offshore Purchaser Certificate is incorporated into and forms a part of the Subscription Agreement to which it is attached. If any such representations shall not be true and accurate prior to the Closing Time, the undersigned shall give immediate written notice of such fact to the Corporation prior to the Closing Time.
Dated: |
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Signed: _______ |
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Print the name of Subscriber |
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If Subscriber is a corporation, |
SCHEDULE “E”
Accredited Investor CERTIFICATE
The categories listed herein contain certain specifically defined terms. If you are unsure as to the meanings of those terms, or are unsure as to the applicability of any category below, please contact your broker and/or legal advisor before completing this certificate.
TO: TerrAscend Corp. (the “Corporation”)
The undersigned, on its own behalf and, if applicable, on behalf of each beneficial purchaser, including each Disclosed Principal, for whom it is acting, hereby represents and warrants to and covenants and agrees with the Corporation that as of the date of the Subscription Agreement to which this Schedule “E” is annexed and as of the Closing (as defined in such Subscription Agreement) that:
Initial if True
Initial if True
Initial if True
Initial if True
Initial if True
Initial if True
Initial if True
Initial if True
______ Category l. |
A bank as defined in Section 3(a)(2) of the U.S. Securities Act whether acting in its individual or fiduciary capacity; or |
______ Category 2. |
A savings and loan association or other institution as defined in Section 3(a)(5)(A) of the U.S. Securities Act, whether acting in its individual or fiduciary capacity; or |
______ Category 3. |
A broker or dealer registered pursuant to Section 15 of the United States Securities Exchange of 1934, as amended; or |
______ Category 4. |
An insurance company as defined in Section 2(a)(13) of the U.S. Securities Act; or |
______ Category 5. |
An investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; or |
______ Category 6. |
An investment adviser relying on the exemption from registering with the SEC under section 203(l) or (m) of the Investment Advisers Act of 1940; or |
______ Category 7. |
An investment company registered under the United States Investment Company Act of 1940, as amended; or |
______ Category 8. |
A business development company as defined in Section 2(a)(48) of the United States Investment Company Act of 1940, as amended; or |
______ Category 9. |
A small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the United States Small Business Investment Act of 1958, as amended; or |
______ Category 10. |
A Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; or |
______ Category 11. |
A plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, with total assets in excess of U.S.$5,000,000; or |
______ Category 12. |
An employee benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974, as amended, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment advisor, or an employee benefit plan |
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with total assets in excess of U.S.$5,000,000 or, if a self-directed plan, the investment decisions are made solely by persons who are Accredited Investors; or |
______ Category 13. |
A private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940, as amended; or |
______ Category 14. |
An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust, a partnership or a limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of U.S.$5,000,000; or |
______ Category 15. |
A director, executive officer or general partner of the Corporation; or |
______ Category 16. |
A natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, at the time of that person’s purchase exceeds U.S.$ 1,000,000 (excluding the net value of the primary residence of the natural person, with such value being net of any mortgage or other indebtedness secured by the natural person’s primary residence); or |
______ Category 17. |
A natural person who had an individual income in excess of U.S.$200,000 in each of the two most recent years or joint income with that person’s spouse or spousal equivalent in excess of U.S.$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or |
______ Category 18. |
A trust, with total assets in excess of U.S.$5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described under the Rule 506(b)(2)(ii) of Regulation D under the U.S. Securities Act; or |
______ Category 19. |
An entity in which all of the equity owners are accredited investors; or |
______ Category 20. |
An entity, of a type not listed in Categories 1-15, 19 or 20, not formed for the specific purpose of acquiring the securities offered, owning investments (as determined in accordance with Rule 2a51-1(b) under the Investment Company Act of 1940) in excess of U.S. $5,000,000; or |
______ Category 21. |
Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the U.S. Securities and Exchange Commission has designated, by order, as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this Category 22, the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual’s comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable; The undersigned shall identify for the Corporation the certification, designation or credential on which the undersigned is relying for purposes of this Category 21, including the issuing organization or accredited educational institution, any applicable CRD, license or other identifying number, and any other information reasonably requested by the Corporation to verify the undersigned’s accredited investor status; or |
______ Category 22. |
Any natural person who is a “knowledgeable employee,” as defined in rule 3c–5(a)(4) under the Investment Company Act of 1940, as amended, of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; or |
______ Category 23. |
Any “family office,” as defined in rule 202(a)(11)(G)–1 under the Investment Advisers Act of 1940, as amended: (i) With assets under management in excess of $5,000,000, |
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(ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; or |
______ Category 24. |
Any “family client,” as defined in rule 202(a)(11)(G)–1 under the Investment Advisers Act of 1940, as amended, of a family office meeting the requirements in Category 24 and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (iii) of Category 24. |
The representations, warranties, statements and certification made in this Certificate are true and accurate as of the date of this Certificate and will be true and accurate as of the Closing Time. If any such representation, warranty, statement or certification becomes untrue or inaccurate prior to the Closing Time, the undersigned shall give the Corporation immediate written notice thereof.
The undersigned agrees that the Subscription Agreement and this Certificate may not be cancelled, terminated, or revoked by the undersigned.
The undersigned acknowledges that the Corporation will be relying on this Certificate in connection with the Subscription Agreement.
Capitalized terms used in this Certificate but not defined have the meanings given to them in the Subscription Agreement.
[Signature page follows]
EXECUTED by the Subscriber this day of , 2026.
If a corporation, partnership or other entity:
Signature of Authorized Signatory
Name and Title of Signatory
Name of Purchasing Entity
Jurisdiction of Incorporation/Formation |
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If an individual:
Signature
Print Name
Jurisdiction of Residence
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SCHEDULE “F”
CONTACT INFORMATION FOR CANADIAN SECURITIES COMMISSIONS
Alberta Securities Commission Suite ▇▇▇, ▇▇▇ – ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Toll free in Canada: 1-877-355-0585 Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ British Columbia Securities Commission P.O. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇: (604) 899-6854 Toll free in Canada: 1-800-373-6393 Facsimile: (604) 899-6581 Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇.▇▇ The Manitoba Securities Commission 500 – ▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇: (204) 945-2548 Toll free in Manitoba 1-800-655-5244 Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Financial and Consumer Services Commission (New Brunswick) ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇: (506) 658-3060 Toll free in Canada: 1-866-933-2222 Facsimile: (506) 658-3059 Email: ▇▇▇▇@▇▇▇▇.▇▇ Government of Newfoundland and Labrador Financial Services Regulation Division P.O. Box 8700 Confederation Building 2nd Floor, West Block Prince ▇▇▇▇▇▇ Drive St. John's, Newfoundland and Labrador A1B 4J6 Attention: Director of Securities Telephone: (709) 729-4189 Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Government of the Northwest Territories Office of the Superintendent of Securities P.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇: Deputy Superintendent, Legal & Enforcement Telephone: (867) 920-8984 Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Nova Scotia Securities Commission Suite ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇: (902) 424-7768 Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ |
Government of Nunavut Department of Justice Legal Registries Division P.O. Box 1000, Station 570 1st Floor, Brown Building Iqaluit, Nunavut X0A 0H0 Telephone: (867) 975-6590 Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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Ontario Securities Commission 20 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇: (416) 593- 8314 Toll free in Canada: 1-877-785-1555 Facsimile: (416) 593-8122 Email: exemptmarketfilings@osc.gov.on.ca Public official contact regarding indirect collection of information: Inquiries Officer
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▇▇▇▇▇▇ ▇▇▇▇▇▇ Island Securities ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇: (902) 368-4569 Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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Autorité des marchés ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇, ▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇: (▇▇▇) ▇▇▇-▇▇▇▇ or 1-877-525-0337 Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ (For filing purposes only) Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ (For privacy requests only) Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇.▇▇ (For corporate finance issuers); ▇▇▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇.▇▇ (For investment fund issuers)
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Financial and Consumer Affairs Authority of Saskatchewan Suite ▇▇▇ - ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇: (306) 787-5879 Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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Government of Yukon Department of Community Services Law Centre, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇: (867) 667-5314 Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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SCHEDULE “G”
WIRE INSTRUCTIONS – US DOLLARS
[***]
SCHEDULE “H”
ELECTION TO APPLY EXISTING DEBENTURE PROCEEDS
Capitalized terms used but not defined in this Schedule “H” have the respective meanings ascribed to them in the Subscription Agreement to which this Schedule “H” is attached. For the purposes of this Schedule “H, “Existing Debentures” means the 9.9% senior unsecured convertible debentures of the Corporation due June 23, 2026.
1. Application of Existing Debenture Proceeds as Consideration
____ all (check if applicable)
____ a portion (check if applicable)
of the aggregate outstanding principal amount and accrued and unpaid interest owing to the Subscriber under the Existing Debentures (the “Applied Amount”), shall, immediately prior to the Closing Time and without any further act or formality required on the part of any person, be applied toward and credited against the Subscription Amount payable by the Subscriber under the Subscription Agreement in lieu of a cash payment in respect of such amount. The Subscriber acknowledges and agrees that the application of the Applied Amount shall constitute valid and sufficient consideration for the issuance by the Corporation to the Subscriber of Convertible Debentures in an aggregate principal amount equal to the Applied Amount.
2. Satisfaction, Discharge and Release
1 Amount provided herein must be equal to or less than the Subscription Amount.
Upon execution of this Schedule “H” by the Subscriber, this Schedule “H” shall be incorporated into and form a part of the Subscription Agreement to which this Schedule “H” is attached.
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Signed: _______ |
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Print the name of Subscriber |
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If Subscriber is a corporation, |