TPCO Holding Corp. GRAMF GRAM and gold flora have occurred Definitive Business Combination Agreement to summarize the companies an all-share merger. Under the terms of the merger agreement, upon the closing of the business combination, shareholders in the parent company will own approximately 49% and holders of Gold Flora will own approximately 51% of the combined company’s outstanding common stock on a pro forma basis.

“We are extremely excited to be embarking on this groundbreaking effort to create a true vertical leader in the world’s most exciting cannabis market,” he said Laurie Holcomb, CEO of Goldflora. “By combining our proven approach to lean, effective infrastructure and vertically integrated operations from cultivation to distribution and the parent company’s branding expertise, retail and delivery presence, we expect to deliver market-defining performance at all levels of the business. Our team has done a phenomenal job of optimizing our indoor growing 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 continue our work to merge of our two companies begin.”

Summary of Proposed Transaction

Under the terms of the Merger Agreement, holders of TPCO stock will receive one common share in the new parent company’s capital 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 , which will be held pursuant to the merger agreement, resulting in the issuance of a total of approximately 312.1 million shares of the new parent company. The business combination values ​​Gold Flora at $1.50 per Gold Flora unit and the parent company at $0.9847 per TPCO share.

Upon completion of the business combination, current holders of TPCO shares will own approximately 49% of the new parent company and current holders of Gold Flora units will own approximately 51% of the new parent company.