THE PARENT COMPANY ANNOUNCES VOLUNTARY EXTENSION OF BOARD OF DIRECTOR AND LEADERSHIP TEAM LOCK-UP AGREEMENTS

~35% of the Company's Common Shares to Be Voluntarily Locked-Up for An Additional Twelve Months

SAN JOSE, Calif, Jan. 28, 2022 /CNW/ - TPCO Holding Corp. ("The Parent Company" or the "Company") (NEO: GRAM.U) (OTCQX: GRAMF), a leading vertically-integrated California cannabis company, announced today that certain insiders (the "Insiders") have individually voluntarily entered into a twelve-month extension of lock-up agreements with the Company (the "Lock-Up Agreements") with respect to an aggregate of over 34 million shares of common stock ("Lock-up Shares"), or approximately 35% of the total issued and outstanding shares of common stock of the Company as of January 28, 2022.

Pursuant to the Lock-Up Agreements, the Insiders have agreed to lock up the common shares that they directly own or over which they exercise control or direction through January 28, 2023. The Insiders are comprised of the entire Board of Directors, Michael Auerbach, Carol Bartz, Al Foreman, Leland Hensch, Daniel Neukomm, Jeffry Allen, and Desiree Perez, and The Parent Company's leadership team, including Troy Datcher, Chief Executive Officer, Mike Batesole, Chief Financial Officer, as well as additional senior team members.

"This voluntary extension demonstrates our Board of Directors' and leadership team's confidence in the long-term potential of our business," said Troy Datcher, Chief Executive Officer of The Parent Company. "In the last year we have worked to expand our reach to over 80% of the adult population in California, triple our storefront presence, and deliver innovative new products for our customers. These initiatives support our goal to significantly expand our direct-to-consumer presence in California and provide customers with ease of access to high-quality products by meeting them where they are and how they like to shop."

Mr. Datcher concluded, "With our well-known and robust branded products portfolio, expanded state-wide coverage and strong balance sheet, we believe this extended lock-up conveys the confidence we have in our ability to execute on the opportunities ahead in 2022 to generate long-term shareholder value."

Under the terms of the Lock-Up Agreements, the Insiders have agreed, among other things, to not sell, pledge, assign, transfer, hypothecate or otherwise dispose of any of the Lock-up Shares, or enter into any swap, hedge or engage in any short-selling of the Lock-up Shares, without Company' prior written consent. In addition to customary lock-up exceptions, the Lock-Up Agreements shall not apply to Insiders to the extent (i) any company with US cannabis operations (specifically operations that handle Tetrahydrocannabinol) is permitted to be listed on any senior US exchange, including the NYSE or Nasdaq, (ii) the trading price of The Parent Company's common shares on the NEO Exchange Inc., or any other applicable stock exchange, exceeds US$10.00 at the close of any trading day or (iii) they cease to be a director, officer or employee of the Company.

About The Parent Company

Formed in January 2021, The Parent Company is a leading vertically integrated California cannabis company. The Company's three manufacturing facilities provide access to high-quality cannabis, while its vast wholesale distribution network of more than 450 California dispensaries, a direct-to-consumer omnichannel platform, six consumer delivery hubs and eleven omni-channel retail locations, currently service approximately 80% of the largest legal cannabis market in the country.  The Company's curated product portfolio includes eight valuable and scalable brands, including Monogram, Caliva, Deli, Fun Uncle, and Mirayo, which set the tone for The Parent Company's industry leadership in California and beyond.

In addition to its manufacturing infrastructure, consumer reach and cultural influence, The Parent Company is committed to using its resources and status to play a significant role in molding a more equitable cannabis industry.  Its social equity ventures initiative, established by Chief Visionary Officer Shawn "JAY-Z" Carter, was created to break down the systematic barriers Black and other minority entrepreneurs face as they endeavor to secure meaningful participation, growth and leadership in the multibillion-dollar legal cannabis industry.

Shares of The Parent Company common stock are traded on NEO Exchange under the ticker symbol "GRAM.U" and on the OTCQX under the ticker symbol "GRAMF".

 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 U.S. 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 U.S. 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 Parent 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 Parent Company and any proceedings brought against the Company thereunder may adversely affect the Company's operations and financial performance.

SOURCE TPCO Holding Corp.

Investor Contact: Rob Kelly, MATTIO Communications, [email protected]; Media Contact: Berk Communications, [email protected]