Gold Flora, LLC entered into a letter of intent to acquire TPCO Holding Corp. (OTCPK:GRAM.F) from GRHP Investments LLC and others for $34.8 million in a merger of equals reverse merger transaction on December 2, 2022. Gold Flora, LLC entered into a definitive business combination agreement to acquire TPCO Holding Corp. from GRHP Investments LLC and others in a merger of equals reverse merger transaction on February 21, 2023. Under the terms of the Merger Agreement, holders of TPCO Shares will receive one share of common stock in the capital of New Parent ("New Parent Shares") for each TPCO Share held pursuant to the Merger Agreement and holders of Gold Flora Units will receive 1.5233 New Parent Shares for each Gold Flora Unit held pursuant to the Merger Agreement, resulting in the issuance of an aggregate of approximately 312,138,271 New Parent Shares. The Business Combination values Gold Flora at $1.50 per Gold Flora Unit and The Parent Company at $0.9847 per TPCO Share. Under the terms of the Merger Agreement, TPCO shareholders will own approximately 49%, and Gold Flora holders will own approximately 51%, of the outstanding common equity of the combined company on a pro forma basis upon consummation of the Business Combination. In connection with the Business Combination, TPCO has agreed to make available to Gold Flora a line of credit of up to $5 million. TPCO will operate as Gold Flora Corporation and is anticipated to remain a reporting issuer in Canada on the Neo Exchange Inc. (the "NEO Exchange") and on the OTC Markets Group Inc, subject to receipt of all applicable stock exchange approvals. Upon completion of the Business Combination, it is anticipated that Troy Datcher will be named Chairman of the Board and that Laurie Holcomb will be named Chief Executive Officer of New Parent. The board of directors of New Parent will be comprised of three nominees of TPCO, including Troy Datcher as chair, and four nominees of Gold Flora, including Laurie Holcomb. TPCO shall pay a termination fee of $4 million and Gold Flora shall pay a termination fee of $4 million as well. The Board of Directors of TPCO has unanimously approved the deal. The transaction is subject to the approval by two-thirds of the votes cast by the shareholders of TPCO at the Meeting, the approval of the Business Combination at a meeting of holders of Gold Flora Units holding at least a majority of the votes cast by each class of membership units on the resolution approving the Business Combination, the approval of the listing of the Newco Shares on the Neo Exchange Inc., the expiration, waiver or termination of any applicable waiting periods and any extensions thereof under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, the approval of the Supreme Court of British Columbia, and the approval of the NEO Exchange. The shareholders meeting of TPCO is scheduled on June 15, 2023. The shareholders of TPCO Holding Corp. (OTCPK:GRAM.F) has approved the merger with Gold Flora, LLC. As of June 26, 2023, TPCO Holding Corp. received the final order from the Supreme Court of British Columbia approving the previously announced proposed business combination. Conditional approval has also been received from the NEO Exchange in connection with the Business Combination. The Business Combination is expected to close before the end of the third quarter of 2023. As of June 15, 2023, the deal is expected to close in early July 2023, following the satisfaction or waiver of closing conditions including, among others, the approval of the Supreme Court of British Columbia, and the approval of the NEO Exchange. As of July 7, 2023, the transaction is expected to close on July 7, 2023 and trading in the shares of common stock of the Resulting Issuer is expected to commence on the NEO Exchange on or about July 10, 2023 under the ticker symbol "GRAM".


Eric Foster and Alex Farcas of Dentons Canada LLP and Paul Hastings LLP are serving as legal counsel to TPCO. Hyperion is serving as financial advisor to TPCO and provided a fairness opinion to TPCO Board. Hyperion is entitled to receive a fixed fee of CAD 175,000 ($129,683) for rendering the Hyperion Fairness Opinion. INFOR Financial acted as financial advisor and provided an independent fairness opinion to TPCO Board and the Special Committee. INFOR Financial is entitled to receive a fixed fee of CAD 175,000 ($129,683) for rendering the INFOR Financial Fairness Opinion. Kimberley R. Anderson of Dorsey & Whitney LLP, Abbas Ali Khan of Bennett Jones LLP, and Stuart Kane LLP are serving as legal counsel to Gold Flora Company. Clarus provided an independent fairness opinion to Gold Flora. Odyssey Trust Company is the transfer agent and registrar to TPCO. Kingsdale Advisors acted as information agent with a service fee of $45,000 to TPCO. TPCO Shareholders also approved the re-appointment of Marcum LLP as the Company's auditor and independent registered public accounting firm and the authorization of the Company's board of directors to fix Marcum LLP's remuneration and terms of engagement.

Gold Flora, LLC completed the acquisition of TPCO Holding Corp. (OTCPK:GRAM.F) from GRHP Investments LLC and others in a merger of equals reverse merger transaction on July 7, 2023. The merged entity, which now operates as Gold Flora Corporation. Shares will continue to trade on the NEO Exchange under the ticker symbol "GRAM". Trading of the shares of the Company is expected to resume on the NEO Exchange on July 10, 2023. Shares of the Company will not trade on the OTCQX until an application is filed with and approved by OTC Markets.