Investor Group Expresses Concern to The Parent Company Regarding Proposed Gold Flora Transaction

TORONTO, July 7, 2023 /CNW/ - A group of investors (the "Investor Group") in Gold Flora, LLC ("Gold Flora") announced today that it has written a letter to TPCO Holding Corp. ("TPCO") (NEO: GRAM) (OTCQX: GRAMF) to express concern regarding the treatment of certain debentures in Gold Flora as part of the planned business combination between the two companies (the "Business Combination").   

The Investor Group consists of prominent Canadian investors who, either directly or through affiliated entities, are shareholders of GF Invesco 2, a holding company for Gold Flora debentures.  The Investor Group is represented by Soheil Karkhanechi of SMK Law P.C., a Canadian investor rights law firm.

As part of the Business Combination, a wholly-owned subsidiary of TPCO, and Gold Flora, have entered into a purported financing transaction (the "Concurrent Financing").  As further described in the TPCO proxy statement relating to the Business Combination;

"...the primary purpose of the Concurrent Financing is to ensure that certain convertible debentures of Gold Flora (the "Gold Flora Debentures") will convert into Gold Flora Membership Units at a price per Gold Flora Membership Unit of US$1.50 in accordance with the terms and conditions of the agreements and instruments governing such Gold Flora Debentures."

In the letter, the Investor Group outlined its concern that TPCO is knowingly entering into a transaction whose stated purpose is to thwart the rights of certain Gold Flora debenture holders and invited TPCO to engage in good faith negotiations to ensure that the rights of the Investor Group are protected in the Business Combination.

SMK Law P.C. is a Canadian investor rights law firm representing institutional and individual investors. The firm is led by Soheil Karkhanechi with decades of experience in the securities and asset management industries in Canada and the US.  For more information about the firm, please visit www.smklawyers.ca. 

SOURCE SMK Law