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.