The Parent Company Shareholders Approve Proposed Business Combination with Gold Flora

SAN JOSE, Calif., June 15, 2023 /CNW/ - TPCO Holding Corp. ("The Parent Company" or the "Company") (NEO: GRAM) (OTCQX: GRAMF), a leading consumer-focused California cannabis company, announced today that holders ("TPCO Shareholders") of common shares ("TPCO Shares") of the Company voted in in favor of a special resolution to approve the previously announced proposed business combination (the "Business Combination") with Gold Flora LLC (“Gold Flora”), at the Company's annual general and special meeting (the "Meeting") held on Thursday, June 15, 2023. The special resolution required approval by at least two-thirds of the votes cast at the Meeting by TPCO Shareholders.

The Business Combination 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.

Voting Results

At the Meeting, TPCO Shareholders voted on the following matters, the full details of which are set out in the Company's proxy statement and information circular dated May 12, 2023 (as supplemented by a supplement to the proxy statement dated June 5, 2023, the "Proxy Statement"), issued in connection with the Meeting, which is available under the Company's profile on SEDAR at www.sedar.com and the US Securities and Exchange Commission's (the "SEC's") website at www.sec.gov.

TPCO Shareholders approved a special resolution, as described in the Proxy Statement approving the proposed business combination involving the Company, Gold Flora LLC, Stately Capital Corporation, Gold Flora Corporation, and Golden Grizzly Bear LLC as follows:

Votes For	% Votes For	Votes Against	% Votes Against	Votes Withheld	% Votes Withheld
48,732,195	84.22 %	9,032,241	15.61 %	97,140	0.17 %

TPCO Shareholders also approved a special resolution, as set forth in the Proxy Statement, authorizing the combined company to continue out of the Province of British Columbia and into the State of Delaware under the name "Gold Flora Corporation", as follows:

Votes For	% Votes For	Votes Against	% Votes Against	Votes Withheld	% Votes Withheld
49,141,044	84.93 %	8,620,124	14.90 %	100,408	0.17 %

The following seven individuals nominated to serve on the Company's board of directors, were elected by TPCO Shareholders as follows:

Nominee	Votes For	% Votes For	Votes Withheld	% Votes Withheld
Troy Datcher	47,118,922	81.43 %	10,742,654	18.57 %
Michael Auerbach	47,069,330	81.35 %	10,792,246	18.65 %
Morgan Callagy	47,893,310	82.77 %	9,968,266	17.23 %
Mark Castaneda	50,233,016	86.82 %	7,628,560	13.18 %
Al Foreman	49,606,748	85.73 %	8,254,828	14.27 %
Leland Hensch	47,646,241	82.35 %	10,215,335	17.65 %
Daniel Neukomm	49,040,624	84.76 %	8,820,952	15.24 %

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, as follows:

Votes For	% Votes For	Votes Withheld	% Votes Withheld
64,734,578	91.19 %	6,255,358	8.81 %

A full report of voting results from the Meeting will be available under the Company's profile on SEDAR at www.sedar.com and will be filed with the SEC in a Current Report on Form 8-K within four business days of the Meeting.

About The Parent Company

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.

Forward Looking Statement
This press release contains forward-looking information within the meaning of applicable securities legislation which reflects the Company's current expectations regarding future events. The words "will", "expects", "intends", "believes" and similar expressions are often intended to identify forward looking information, although not all forward-looking information contains these identifying words.

Specific forward-looking information contained in this press release includes, but is not limited to the Company's statements relating to the expected closing of the proposed Business Combination. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward looking information. Such risks and uncertainties include, but are not limited to: changes in general economic conditions including the impact of increasing inflation, the continued significant price compression in flower and distillate oil in the California market, competition in both our wholesale and omni-channel retail channels, business and political conditions, changes in applicable laws, the U.S. and Canadian regulatory landscapes and enforcement related to cannabis, changes in public opinion and perception of the cannabis industry, reliance on the expertise and judgment of senior management, as well as the factors discussed under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 29, 2023, the factors discussed under the heading "Risk Factors Relating to the Transaction" in the Proxy Statement and the factors in the Company's periodic reports subsequently filed with the SEC and in the Company's filings on SEDAR at www.sedar.com. The Parent Company undertakes no obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

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 The Parent Company

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