The Parent Company Provides Update on Closing of the Business Combination with Gold Flora
SAN JOSE, Calif., July 7, 2023 /CNW/ - TPCO Holding Corp. ("The Parent Company" or the "Company") (NEO: GRAM) (OTCQX: GRAMF), a leading consumer-focused California cannabis company, today announced that it intends to close the previously announced business combination (the "Business Combination") with Gold Flora, LLC ("Gold Flora"), a leading vertically-integrated California cannabis company, on July 7, 2023, subject to satisfaction or waiver of all remaining closing conditions.
Upon completion of the Business Combination, The Parent Company, Stately Capital Corporation and Gold Flora Corporation will have amalgamated pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and the amalgamated corporation will have continued from British Columbia into the State of Delaware as the continued corporation (the "Resulting Issuer"), and the Resulting Issuer will have acquired all of the issued and outstanding membership units of Gold Flora by way of a merger pursuant to the terms and conditions of an agreement and plan of merger.
Following the close of markets on July 5, 2023, the trading of The Parent Company's common shares was halted on the NEO Exchange Inc. (the "NEO Exchange"). 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".
For further information relating to the Business Combination, please see the news releases previously issued by The Parent Company, along with The Parent Company's proxy statement and management information circular dated May 12, 2023 (as supplemented on June 6, 2023 by way of a Form 8-K Report filed with the United States Securities and Exchange Commission ("SEC")) (collectively, the "Proxy Statement"), a copy of which is available under the Company's profile on SEDAR (www.sedar.com) and on the SEC's website at http://www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities of the parties, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Certain of the securities to be issued in the Business Combination have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or securities laws of any state or other jurisdiction, and may not be resold absent registration under, or exemption from registration under, the Securities Act.
The Parent Company is a leading consumer-focused, vertically integrated cannabis company with twelve retail locations, one delivery hub and a curated product portfolio, including Monogram, Caliva, Mirayo by Santana and Cruisers.
The Parent Company is committed to leveraging its status to help build a more equitable cannabis industry. Its social equity venture fund aims to eliminate systematic barriers to entry and provide minority entrepreneurs with meaningful participation, growth, and leadership opportunities in the multibillion-dollar legal cannabis industry.
The Parent Company common shares are traded on NEO Exchange under the ticker symbol "GRAM" and on the OTCQX under the ticker symbol "GRAMF".
For the latest news, activities, and media coverage, please visit www.theparent.co or connect with us on Instagram, LinkedIn, and Twitter.
References to information included on, or accessible through, websites and social media platforms do not constitute incorporation by reference of the information contained at or available through such websites or social media platforms, and you should not consider such information to be part of this press release.
This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation and that constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to the Company's expectations, intentions, expectations, estimates, and beliefs and include, but are not limited to, statements regarding the timing of completion of the Business Combination and the expected commencement of trading of the Resulting Issuer's common stock on the NEO Exchange. Words such as "expects", "continue", "will", "anticipates" and "intends" or similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward–looking statements are based on The Parent Company's current projections and expectations about future events and financial trends that it believes might affect its financial condition, results of operations, prospects, business strategy and financial needs, and on certain assumptions and analysis made by it in light of the experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate. Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements to be materially different from future events, results, performance, and achievements expressed or implied by forward looking information and statements herein, including, without limitation, the risks discussed under the heading "Risk Factors Relating to the Transaction" in the Proxy Statement, the risks discussed under the heading "Risk Factors" in The Parent Company's Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 29, 2023, as updated by the information under the heading "Risk Factors" in The Parent Company's subsequently filed Form 10-Qs and other documents filed by The Parent Company with Canadian and U.S. securities regulatory authorities on SEDAR and EDGAR, respectively. Although The Parent Company believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. Any forward-looking information and statements herein are made as of the date hereof and, except as required by applicable laws, The Parent Company does not assume any obligation to update or revise any forward-looking information or statements contained herein or to update the reasons that actual events or results could or do differ from those projected in any forward-looking information and statements herein, whether as a result of new information, future events or results, or otherwise.
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 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.
SOURCE The Parent Company
Investor Contact: Rob Kelly, MATTIO Communications, [email protected]
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