The Parent Company and Gold Flora to Merge

Transformational merger of equals will focus on operational efficiency to drive gross margin improvements through enhanced scale and supply chain optimization

The combined company is expected to achieve between $20 and $25 million annualized cost savings

Strongly positioned as a top 10 brand portfolio by revenue in California, with 20 retail stores by year end, 12 house brands and broad state-wide coverage

Comprehensive vertical infrastructure and retail scale enables efficient operational model with significant cross-selling opportunity for complementary house brands into expansive retail store networks

Upon completion the transaction, Troy Datcher will be named Chairman of the Board and Laurie Holcomb will be named Chief Executive Officer

Unanimously recommended by The Parent Company Board of Directors, and the special independent committee of the Board

The Parent Company and Gold Flora to host a joint conference call and webcast today at 8:30 a.m. Eastern Time to discuss the proposed business combination

Unless otherwise noted, all dollar figures refer to U.S. dollars.

SAN JOSE, Calif., Feb. 22, 2023 /CNW/ – TPCO Holding Corp. (“The Parent Company” or the “Company”) (NEO: GRAM) (OTCQX: GRAMF), a leading consumer-focused California cannabis company, and Gold Flora, a leading vertically-integrated California cannabis company, today announced that they have entered into a definitive business combination agreement (the “Merger Agreement”) to combine the companies in an all-stock merger (the “Business Combination”). Under the terms of the Merger Agreement, The Parent Company 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.

Key Transaction Benefits & Strategic Rationale 

• Increased size and scale to become a leading operator in the world’s largest cannabis market. The combined company is expected to operate a footprint of 20 retail stores, 12 house brands, 3 distribution centers, and 1 manufacturing facility and 6 cultivation facilities, providing the size and scale to position the combined company as a leader in California.
  
• Establishing a strongly positioned vertically-integrated platform to achieve financial and operational efficiency, as one of the largest indoor cultivators and retail operators in California. The combined company will have an indoor cultivation canopy of approximately 72,000 square feet, with the opportunity to expand to a further approximately 240,000 square feet, critical to controlling its supply chain and inventory levels while providing consistent high-quality flower, as well as flower-driven products that leverage an exceptional proprietary genetics library to deliver exclusive offerings that align with consumer demands.
  
• Significant synergies expected to drive margin improvement and enhance profitability across all verticals. Through the streamlining of retail operations, utilizing scale to access bulk purchasing power, and eliminating third-party contracts, the combined company is expected to achieve annualized cost savings of between $20 and $25 million, to further improve gross margin and profitability while delivering value for shareholders.
  
• Reduction in third-party costs through supply-chain optimization. The combined company will reduce third-party contracts when strategically and cost effectively appropriate by utilizing the capabilities of Gold Flora and controlling its value chain.
  
• Combined entity will be well-positioned as a top 10 brand portfolio by revenue. As two of the premier operators in the state, the Business Combination will result in a diversified and highly complementary customer product offering, with a variety of form factors and brands for differentiated consumer profiles. Additionally, with only 13% overlap in current company retail store footprints, there is a significant opportunity for cross-selling brands into diverse customer bases to drive organic growth.
  
• Enhanced financial profile with strong balance sheet. The combined company would have pro forma revenue of $116.4 million for the nine-month period ended September 30, 2022, with a gross margin of 33%¹. Providing a robust foundation to accelerate growth, the combined company will be well-positioned to capitalize on the market opportunities ahead as a leading public cannabis company in California.

Management Commentary

“This merger of equals with the Gold Flora Corporation represents the next stage in our evolution, leveraging our complementary assets and core capabilities to deliver the most value for our customers and shareholders,” said Troy Datcher, Chief Executive Officer, and Chairman of The Parent Company. “Together, we will have the strategic platform comprised of scale, cultivation capabilities, and brand portfolio to execute on our mission to create unique and culturally relevant products. This vertical integration will fuel both the development of more consumer brands and broader consumer reach while enabling us to improve our gross margin and profitability to establish our business as a true leader in California to take advantage of the incredible growth opportunities ahead of us.”

Mr. Datcher concluded, “This is a monumental moment, and I want to sincerely thank the team at The Parent Company that has executed on the significant improvements we have made over the last year to prepare our company for today and the potential strategic partnership opportunities. I’d also like to take a moment to share how excited we are to begin our work with the team at Gold Flora, we can’t wait to get started on all we will achieve together.”

“We are thrilled to embark on this groundbreaking effort to create a true vertical leader in the most exciting cannabis market in the world,” said Laurie Holcomb, Chief Executive Officer of Gold Flora. “By combining our proven approach to lean, effective infrastructure and vertically integrated operations from cultivation through distribution and The Parent Company’s brand building expertise and retail and delivery footprint, we expect to achieve market defining performance at every level of the business. Our team has done a phenomenal job of optimizing our indoor cultivation capabilities, building our portfolio of proprietary genetics, and advancing our high-quality manufacturing and distribution operations, and we look forward to leveraging these strengths as we begin our work to combine our two companies.”

Ms. Holcomb added, “The team at The Parent Company shares many of our values for authentic customer connections and delivering superior product experiences. We are aligned on the mission to become a profitable, world-class brand builder and are ready for this next phase of growth.”Proposed Transaction Summary

The Business Combination will be completed, subject to the Merger Agreement, by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia), whereby a newly formed British Columbia corporation (“New Parent”), created to manage and hold the combined business of The Parent Company and Gold Flora, will, directly and indirectly, acquire all of the issued and outstanding common shares of The Parent Company (“TPCO Shares”) and all of the issued and outstanding membership units in the capital of Gold Flora (“Gold Flora Units”). New Parent will then domesticate in the United States as a Delaware corporation pursuant to Section 388 of the Delaware General Corporation Law.

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.

Following completion of the Business Combination, current holders of TPCO Shares will hold approximately 49% of New Parent and current holders of Gold Flora Units will hold approximately 51% of New Parent.

In connection with the Business Combination, The Parent Company has agreed to make available to Gold Flora a line of credit of up to $5,000,000, which shall bear interest at a rate of 10% per annum, and shall be secured by certain assets of Gold Flora. The outstanding balance of the line of credit will become due and payable if the Merger Agreement is terminated, subject to certain conditions. It is anticipated that the line of credit shall be forgiven following completion of the Business Combination.

The New Parent 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.

The Parent Company has entered into voting and support agreements with each of its directors and officers and certain shareholders holding an aggregate of approximately 11% of the issued and outstanding TPCO Shares, pursuant to which these parties have agreed, subject to certain rights of withdrawal, to vote in favor of the Business Combination and not to dispose of their TPCO Shares.

Gold Flora has entered into voting and support agreements with each manager and the majority holder of its membership interests holding an aggregate of 75.9% of the issued and outstanding Gold Flora Units, pursuant to which these parties have agreed, subject to certain rights of withdrawal, to vote in favor of the Business Combination and not to dispose of their Gold Flora Units.

The Business Combination contains certain customary provisions, including covenants in respect of non-solicitation of alternative business combination proposals for The Parent Company and Gold Flora and a reciprocal termination fee of $4,000,000, payable to either The Parent Company or Gold Flora in certain circumstances.

In connection with the Business Combination, The Parent Company anticipates filing a proxy statement and management information circular (the “Circular”) in connection with an annual general and special meeting of holders of TPCO Shares (the “Meeting”) expected to be held in the second quarter of this year (unless the U.S. Securities and Exchange Commission elects to review the preliminary Circular, in which case the Meeting is likely to be held in early in the third quarter of this year) to approve the Business Combination.Directors and Officers of the Resulting Issuer

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.Recommendation of The Parent Company Board

The Board of Directors of The Parent Company (“The Parent Company Board”) has unanimously determined, with interested directors abstaining and after receiving financial and legal advice and following the receipt of a unanimous recommendation of a special committee of independent directors (the “Special Committee”), that the Merger Agreement is in the best interest of The Parent Company, and that, on the basis of the fairness opinions received, that the consideration to be received by The Parent Company shareholders pursuant to the Merger Agreement is fair, from a financial point of view, to The Parent Company shareholders.

Each of The Parent Company Board and the Special Committee received a fairness opinion from Hyperion Capital Inc. (“Hyperion”) to the effect that, as of the date of such opinion, and based upon and subject to the assumptions, limitations, and qualifications set forth therein, that the consideration to be received by The Parent Company shareholders pursuant to the Merger Agreement is fair, from a financial point of view, to The Parent Company shareholders. Each of the Parent Company Board and the Special Committee received an independent fairness opinion from INFOR Financial Inc. (“INFOR Financial”) to the effect that, as of the date of such opinion, and based upon and subject to the assumptions, limitations, and qualifications set forth therein, that the consideration to be received by The Parent Company shareholders pursuant to the Merger Agreement is fair, from a financial point of view, to The Parent Company shareholders.

The manager of Gold Flora received a fairness opinion from Clarus Securities Inc. (“Clarus”) to the effect that, as of the date of such opinion, and based upon and subject to the assumptions, limitations, and qualifications set forth therein, the consideration to be received by Gold Flora pursuant to the Merger Agreement is fair, from a financial point of view, to the Gold Flora membership unitholders and convertible debenture holders.Approvals

The Business Combination is expected to close before the end of the third quarter of 2023, following the satisfaction or waiver of closing conditions including, among others, approval by two-thirds of the votes cast by the shareholders of The Parent Company at the Meeting, the approval of the Supreme Court of British Columbia, and the approval of the NEO Exchange.Advisors

Dentons Canada LLP and Paul Hastings LLP are serving as legal counsel to The Parent Company. Hyperion is serving as financial advisor to The Parent Company and provided a fairness opinion to The Parent Company Board. INFOR Financial provided an independent fairness opinion to the Parent Company Board and the Special Committee. Dorsey & Whitney LLP, 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.Conference Call

A joint conference call and webcast will be held Wednesday, February 22 at 8:30 a.m. (Eastern Time) to discuss the strategic rationale and benefits of the proposed combination for analysts and investors. A question-and-answer session will follow management’s prepared remarks.

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.