PARENT COMPANY ANNOUNCES VOLUNTARY EXTENSION OF BOARD OF DIRECTORS AND EXECUTIVE TEAM CONSERVATION AGREEMENTS

~35% of the company’s ordinary shares will be voluntarily blocked for an additional twelve months

SAN JOSE, CA, January 28, 2022 /PRNewswire/ – TPCO Holding Corp. (“The parent company” or the “Company”) (NEO: GRAM.U) (OTCQX: GRAMF), a vertically integrated leader California cannabis company, today announced that certain insiders (the “Insiders”) have individually voluntarily entered into a twelve-month extension of lock-up agreements with the Company (the “Lock-Up Agreements”) involving a total of more than $34 million common shares (“blocked shares”), representing approximately 35% of the total issued and outstanding common shares of the Company as at January 28, 2022.

Parent company logo (CNW Group/TPCO Holding Corp.)

Pursuant to the lock-up agreements, insiders have agreed to lock-up Common Shares that they directly own or over which they exercise control or direction through January 28, 2023. Insiders are made up of the entire Board of Directors, Michael Auerbach, Carol Bartz, Al Foreman, Leland Hensch, Daniel Neukomm, jeffry allen, and Desiree Perez, and the parent company’s management team, including Trojan Datcher, Chief executive officer, mike batesole, CFO, and other members of the senior team.

“This voluntary extension demonstrates the confidence of our Board of Directors and our management team in the long-term potential of our business,” said Trojan Datcher, Chief Executive Officer of the Parent Company. “Last year, we worked to expand our reach to over 80% of the adult population of California, triple our in-store presence and offer new innovative products to our customers. These initiatives support our goal to significantly expand our direct-to-consumer presence in California and providing customers with easy access to high-quality products by meeting them where they are and how they like to shop. »

Mr. Datcher concluded, “With our well-known and robust portfolio of branded products, our extensive statewide coverage and our strong balance sheet, we believe this extended lockdown reflects the confidence we have in our ability to seize the opportunities to come in 2022. to generate long-term shareholder value.”

Pursuant to the Lock-Up Agreements, the Insiders have agreed, among other things, not to sell, pledge, assign, transfer, mortgage or otherwise dispose of any of the Locked-Up Shares, or to enter into any exchange, hedge or engage in any short selling of the Blocking Shares, without the prior written consent of the Company. In addition to the usual lock-up exceptions, the lock-up agreements will not apply to insiders to the extent that (i) any company with cannabis operations in the United States (particularly operations that deal with tetrahydrocannabinol) is permitted to be listed on any senior U.S. stock exchange, including the NYSE or Nasdaq, (ii) the trading price of the parent company’s common stock on the NEO Exchange Inc., or any other applicable stock exchange, exceeds $10.00 at the close of any trading day or (iii) if he ceases to be a director, officer or employee of the Company.

About the parent company

Formed in January 2021, The parent company is a vertically integrated leader California cannabis company. The company’s three manufacturing facilities provide access to high-quality cannabis, while its extensive wholesale distribution network of more than 450 California dispensaries, a direct-to-consumer omnichannel platform, six consumer delivery centers and eleven omnichannel retail outlets, currently serve approximately 80% of the country’s largest legal cannabis market. The company’s curated product portfolio includes eight valuable and evolving brands, including Monogram, Caliva, Deli, Fun Uncle and Mirayo, which set the tone for the parent company’s leadership in the industry. California and beyond.

In addition to its manufacturing infrastructure, consumer reach and cultural influence, the parent company is committed to using its resources and status to play an important role in creating a more equitable cannabis industry. Its Social Equity Initiative, created by visionary director Shawn “JAY-Z” Carter, was created to break down the systemic barriers faced by Black entrepreneurs and other minorities as they strive to secure a significant participation, growth and leadership in the multi-billion dollar legal framework. the cannabis industry.

The common shares of the parent company are traded on the NEO Exchange under the symbol “GRAM.U” and on the OTCQX under the symbol “GRAMF”.

Caution Regarding Cannabis Operations in United States

Investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in United States. Cannabis remains a Schedule I drug under the US Controlled Substances Act, making it illegal under federal law in United States for, among other things, cultivating, distributing or possessing cannabis in United States. Financial transactions involving proceeds generated by, or intended to promote, commercial activities related to cannabis in United States may form the basis of prosecution under applicable US federal money laundering laws.

Although the federal government’s approach to enforcing these laws in United States tends not to enforce laws against individuals and businesses that comply with medical or adult-use cannabis programs in states where such programs are legal, strict compliance with state cannabis laws does not exempt the parent company from liability under US federal law, nor will it provide a defense to any federal proceeding that may be brought against the Company. The application of federal laws in United States constitutes a significant risk to the operations of the parent company and any proceedings brought against the company under it could have an adverse effect on the activities and financial performance of the company.

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SOURCETPCO Holding Corp.

Barbara M. Stokes