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TerrAscend Announces Results of Special Meeting of Shareholders

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TerrAscend (OTCQX: TSNDF) reported the results of its special meeting of shareholders held on August 24, 2026. Common shareholders approved a special resolution to amend the company’s articles to enable a share consolidation, referred to as the Share Consolidation Resolution.

The resolution received strong support, with 143,095,552 votes (99.25%) cast in favor and 141,435 votes (0.10%) withheld. The company said this approval completes a key step in its preparation to list on a major U.S. stock exchange.

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Positive

  • Share consolidation resolution approved with 143,095,552 votes (99.25%) in favor
  • Shareholder support strengthens preparation for potential major U.S. exchange listing

Negative

  • None.

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TORONTO, Aug. 24, 2026 (GLOBE NEWSWIRE) -- TerrAscend Corp. ("TerrAscend" or the "Company") (TSX: TSND) (OTCQX: TSNDF), a leading North American cannabis operator, today announced the results of its special meeting of shareholders held on August 24, 2026 (the “Special Meeting”). Common shareholders at the Special Meeting affirmatively approved the following resolutions:

  • The adoption of a special resolution approving the amendment to the articles of the Corporation, as amended (the “Share Consolidation Resolution”), the voting result of which are as follows;

Number of Shares
For:Withheld:
143,095,552 (99.25%)141,435 (0.10%)


“Today's shareholder vote is an important milestone for TerrAscend and marks the completion of a key step in our preparation to list on a major U.S. stock exchange," said Jason Wild, Executive Chairman of TerrAscend. "We appreciate the support of our shareholders and their confidence in our strategy."

About TerrAscend Corp.
TerrAscend Corp. is a leading TSX-listed cannabis company with interests across the North American cannabis sector, including operations in Pennsylvania, New Jersey, Maryland, Ohio, and California through TerrAscend Growth Corp. and retail operations in Canada. TerrAscend operates The Apothecarium and other 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 or licenses several synergistic businesses and brands including The Apothecarium, Cookies, Kind Tree, Legend, State Flower, Wana, Cuue, One and Valhalla. For more information visit www.terrascend.com.

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. On April 23, 2026, the U.S. Department of Justice issued a final rule rescheduling marijuana contained in United States Food and Drug Administration (“FDA”)-approved drug products and marijuana subject to a state medical marijuana license from Schedule I to Schedule III of the Controlled Substances Act (“CSA”), which became effective on April 28, 2026. However, any form of marijuana other than in an FDA-approved drug product or marijuana subject to a state medical marijuana license remains a Schedule I controlled substance under the CSA, and those who handle such material remain subject to the regulatory controls and administrative, civil, and criminal sanctions applicable to Schedule I controlled substances. 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 the Company of liability under U.S. federal law, nor will it provide a defense to any federal proceeding which may be brought against the Company. The enforcement of federal laws in the United States is a significant risk to the business of the Company and any proceedings brought against the Company thereunder may adversely affect the Company’s operations and financial performance.

Forward-Looking Information and Forward-Looking Statements
This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements and forward-looking information are intended to be covered by the safe harbor provisions for forward-looking statements contained in those sections and the Private Securities Litigation Reform Act of 1995. 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, and include, but are not limited to, the anticipated impact of cannabis-related regulatory developments, including the possibility that such regulatory developments may, over time, expand access to institutional capital and provide public multi-state operators like TerrAscend with a pathway toward a potential listing on the NASDAQ or NYSE; and the Company's expectations regarding the status and timing of its listing applications with major U.S. stock exchanges. Forward-looking information and forward-looking statements are not a guarantee of future performance and are 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 and forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking information and forward-looking statements 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 and forward-looking statements are 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 and forward-looking statements. Such risks and uncertainties include, but are not limited to, the anticipated impact of cannabis-related regulatory developments, including the possibility that such regulatory developments may, over time, enable TerrAscend to list on the NASDAQ or NYSE, and if so desired by the Company, its expectations regarding the status and timing of its listing applications with major U.S. stock exchanges; and such 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.sedarplus.ca and in the section titled “Risk Factors” in the Company’s Annual Report for the year ended December 31, 2025 filed with the Securities and Exchange Commission on March 12, 2026, as updated by its Quarterly Reports on Form 10-Q.

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

For more information regarding the Company:
Eric Jackson
Chief Financial Officer
IR@terrascend.com
689-345-4114

Investor Relations Contact:
KCSA Strategic Communications
Valter Pinto, Managing Director
TerrAscend@KCSA.com
212-896-1254


FAQ

What did TerrAscend (TSNDF) shareholders approve at the August 24, 2026 special meeting?

TerrAscend shareholders approved a special resolution to amend the company’s articles to enable a share consolidation. According to TerrAscend, this Share Consolidation Resolution passed with 143,095,552 votes (99.25%) in favor and 141,435 votes (0.10%) withheld.

How many TerrAscend (TSNDF) votes supported the share consolidation resolution in August 2026?

According to TerrAscend, 143,095,552 common shares, representing 99.25% of votes cast, supported the Share Consolidation Resolution. Only 141,435 shares, or 0.10%, were withheld, indicating very strong shareholder backing for the share consolidation amendment.

Why is TerrAscend’s August 24, 2026 share consolidation approval important for TSNDF investors?

The approval is described by TerrAscend as an important milestone and a key step in preparing to list on a major U.S. stock exchange. For TSNDF investors, this signals shareholder alignment with the company’s capital and listing strategy.

Does the TerrAscend (TSNDF) share consolidation vote relate to a potential U.S. stock exchange listing?

Yes. According to TerrAscend, completion of the shareholder vote on the Share Consolidation Resolution marks a key step in its preparation to list on a major U.S. stock exchange, aligning corporate structure with potential listing requirements.

What percentage of TerrAscend (TSNDF) votes were withheld on the share consolidation resolution?

TerrAscend reported that 141,435 votes, or 0.10% of the votes cast, were withheld on the Share Consolidation Resolution. This small withheld percentage contrasts with the 99.25% approval level, showing limited opposition among participating shareholders.

Who commented on the TerrAscend (TSNDF) special meeting results and what did they say?

Executive Chairman Jason Wild commented that the shareholder vote is an important milestone and completes a key step toward preparation for a major U.S. stock exchange listing. According to TerrAscend, he also thanked shareholders for their support and confidence.