Gold Flora Corporation — Proxy Solicitation & Information Statement 2023

Mar 20, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A

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TPCO HOLDING CORP.

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THE PARENT COMPANY GOLD KLORA

INVESTOR PRESENTATION MARCH 2023

LEGAL DISCLAIMERS

Forward Looking Statements

Forward Looking Statements This presentation contains statements that constitute "loward-looking statements" within the meaning of the sale harbor presentation of the language hives acceliate in the main statements of cl

THE PARENT COMPANY × GOLD FLORA

al Information and Where to Find It

In connection with the Business Combination, TPCO will file a preliminary and a definitive management information circular and proxy statement onSchedule 14A (the "Circular") with the U.S. Securities and Euchange Commissi

Investors and security holders of TPCO will be able to obtain a free copy of the Circular, as well as other relevant filings containing information aboutTPCO and the Business Combination, without charge, at the SEC's webs

Dartisipante in the Collected

TPCO and Gold Flora and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation ofTPCO process in respect of the Business Combination. Information regar

abis Disclair U.S. Ca

The United States feederal government regulates certain drugs through the Controlled Substances Act (the "CSA") and through the Food, Drug & Cosmetic 0.3 percent THC), based on their approved medical use and potential for

1. TWO EQUALS WITH COMPLEMENTARY ASSETS

A CALIFORNIA LEADER THAT CAN EFFECTIVELY COMPETE IN THE LARGEST CANNABIS MARKET IN THE WORLD

2. EFFICIENT VERTICAL-INTEGRATION IS KEY TO MARGIN EXPANSION

CAPTURING MARGINS AND ENHANCING PROFITABILITY ACROSS ALL VERTICALS

З. STRONG CULTIVATION AND PRODUCTION CAPABILITIES TO FUEL BRANDS

A FULL PORTFOLIO OF PRODUCTS TO RETAILERS THAT TARGET CRITICAL CUSTOMER NEEDS

4. CAPITAL RESOURCES TO "GO ON OFFENSE" COMBINED COMPANY'S STRONG BALANCE SHEET PROVIDES CONSOLIDATION OPTIONALITY

5. SCALE IS THE WAY TO PROFITABILITY

COMBINED COMPANY EXPECTED TO HAVE SUFFICIENT SCALE TO OFFSET FIXED EXPENSE AND ACHIEVE PROFITABILITY GOALS

THE CALIFORNIA CANNABIS MARKET:INDUSTRY HEADWINDS CREATING OPPORTUNITY FOR SCALED OPERATORS

• The pathway to Federal regulatory reform remains uncertain.
  • Despite bipartisan support, SAFE banking legislation is stalled.
  • Investor sentiment and access to capital has broadly shifted after years of strong support, now favoring efficient, large-scale operators with positive operating cash flow.
• California wholesale cannabis pricing has been volatile due to oversupply, recently pricing has shown signs of improvement as license holders actively leave the market due to lack of sufficient access to capital.

700

• More demand for wholesale cannabis and the resulting price increases has led to higher costs on wholesale purchasing for CPG products, lowering profitability.

TACKLING THE CHALLENGE HEAD ON: BUILDING A SOLID FOUNDATION FOR GROWTH

The Parent Company has streamlined its operations and divested low value assets to focus on core capabilities:

• Rationalized brand portfolio to strengthensales and marketing efforts $\mathbf{1}$ .
• More than tripled statewide omni-channelretail footprint $2.$
• $3.$ Divested non-core business units to shift to higher margin revenue mix
• Renegotiated strategic agreement withRoc Nation and SC Branding LLC, $4.$ reducing ongoing capital commitments
• $5.$ Operations optimization initiatives expected to realize approximately $13.6million in annual expense savings

As reported by The Parent Company via press release with its third quarter 2022.financial results on November 14, 2022

Despite our progress, opportunities remain:

• 1. Reducing cash burn
• $2.$ Accelerating market share growth
• Improving gross margin profile 3.
• Generating sustained free cash flow 4.

THE PARENT COMPANY X GOLD FLORA SYNERGIES:COMING TOGETHER TO ADDRESS MARKET CHALLENGES & REALIZE OPPORTUNITIES

• The complementary business combination of our two $\bullet$ The complementary business complitation of our twocompanies will provide scale; critically necessary in order toremain a leader in California and effectively compete in the largest cannabis market in the world
• Bringing Gold Flora's vertically-integrated platform to TPCO $\bullet$ will create one of the largest indoor cultivator and retail operators in California
• Capture margins and enhance profitability across all verticals
• $\ddot{\phantom{a}}$ Alleviate costs and maintain control of our own destiny by not relying on third-party providers
• Leverage strong brand portfolio with goal of being best-in-class and placing in the top 10 in shelf-space; offering a full $\alpha$ portfolio of products to retailers that target critical customer needs
• Become the leading cannabis company in California with the $\bullet$ strongest financial profile (Revenue, EBITDA) and balance sheet

CREATING A CALIFORNIA POWERHOUSE: COMPLEMENTARY CORE CAPABILITIES DRIVING VALUE FOR OUR STAKEHOLDERS

GOLD FLORA

Cultivation

Manufacturing

Distribution

Brands

THE PARENT COMPANY Retail

IVA

Operation: RetailStorefronts: (12) Caliva,Deli by Caliva, Varda, and Caima

Operation: BrandProduct Categories: Flower,Pre-Rolls, Vape Cartridges,Topicals, Merchandise andAccessoriesIn-House Brands: 6

Retail Locations Sold At: 600+

Brands

*Options to expand

Operation: CultivationLocation: Desert HotSprings, CACanopy Square Feet:72,000*Licenses: (1) Type 3ACultivation Licenses, (5)Type 2A Cultivation Licenses

Operation: DistributionLocations: San Jose, CostaMesa, and Desert HotSprings, CALlenses: (5) Type 11Distribution LicensesOurrent # of Brands inOuterty Hubs: 3 Operation: ManufacturingLocation: Desert Hot Springs,CALicenses: (1) Type 6A Non-Volatile Manufacturing *Available capacity toexpand – food service qualitykitchen in place.

Operation: RetailStorefronts1: (8) AirfieldSupply Company, HigherLevel and King's Crew

Operation: BrandProduct Categories: Flower,Pre-Rolls, Disposable Vapes,Merchandise and AccessoriesIn-House Brands: 6

Retail Locations Sold At: 300+

Operation: DeliveryLocations: Santa ClaraCountyDelivery Hubs: 1

Delivery

THE PARENT COMPANY $\times$ $G$ O L, D $\cdot$ F L O R A $\cdot$ (1) Four stores currently operational; Four additional stores anticipated to be operational by end of 2023.

VERTICAL INTEGRATION:THE KEY TO CAPTURING FULL MARGINS

INDOOR CULTIVATION	MANUFACTURING	DISTRIBUTION	RETAIL	BRANDS
- Large-scale indoor cultivationcritical to controlling supplychain and inventoryConsistent, high-quality flowertogether with proprietarygenetics necessary to buildstrong brandsEliminates dependence onunreliable, third-party flowerpurchased in cashSupport our own brands withflexibility to use flower forvarious SKUs by utilizing GF'sindoor cultivation capacity	- Utilize our trim to producedistillate and terpenesHave 'banked' oil to produce allproducts in 2023Co-packing onsite with nothird-party outsourcingR&D onsite for new productswith strong QC for all products	- No third-party distributioncontract - provides morecontrolIn-house sales reps will pushour brands out to storesCombined strength of bothcompanies for larger successin sales volumeBuild and deliver 1 st partybranded products to ownedretail stores	Streamlining retail across thestate to improve marginsObtain lowest prices frombrands and vendorsMigrate IT systems to thesame platforms together witha single website/brand for allstores	Optimize and consolidatecurrent brand portfolioAdd additional form factors tocover more market shareUtilize retail platform to launchnew productsTarget placing in the top 10brands with shelf space inCalifornia

Gold Flora's Desert Hot Springs campus allows for efficiencies, helps ensure quality, and prevents leakage - highly secure.

GOLD FLORA CANNABIS CAMPUS: PREMIER INDOOR GROWN FLOWER TO DELIVER HIGHER QUALITY PRODUCTS

1. California Cultivation Licenses*

Indoor - 5.03% (180 Total)

• Outdoor 66% (1,945 Total)
• Mixed Light 22.66% (811 Total)
• Other 17.94% (642 Total)
• Medium Cultivation Licenses –1 6. 2023: Other Cultivation I Iner As of M

THE PARENT COMPANY × GOLD FLORA

ses include nurseries, proces

BLACK LION FARMS*

Location: Desert Hot Springs, CA Fully Entitled Cannabis Campus Poised For Rapid Growth:

• Purpose-driven Infrastructure: Gold Flora built an indoor cultivation facility that produces highquality flower at a lower cost compared to adaptive re-use cultivation facilities.
• 30+ years cannabis breeding experience: Deep heirloom and modern genetics collection
• 2023-72,000 Sq. Ft. Canopy

2. Gold Flora Cannabis Campus

• Positioned to be one of the largest indoor operators in California
• Some of the lowest tax and Agricultural utilityrates in the State
• Ample water supply Sitting on large aquifer
• Affordable labor pool in Desert Hot Springs

3. Gold Flora Genetics

• Proven strains providing excellent quality and reliable cultivations
• Unique and proprietary genetics sourced fromaround the world
• Grow, evaluate and select from over 10,000unique phenotypes annually

IN-HOUSE MANUFACTURING EXPERTISE:EXTENSIVE PRODUCTION CAPABILITIES

SERVICES

• White Labeling
• · Formulations
• Bulk Full Spectrum
• Bulk Distillate
• · Bulk Cannabis Terpene Sales
• $\overline{\mathcal{O}}$ Packaging

$-$ R&D

$\frac{B}{B}$ 問

End-to-end new product development thatidentifies market needs with focus on quality control and assurance through every step of the supply chain.

THE PARENT COMPANY × GOLD FLORA

• . Vapes . Tinctures
• · Edibles
• · Infused Pre-Rolls
• Live Rosin
• Live Resin

$\mathscr{J}$

$30$

· Water Hash

PROPRIETARY EXTRACTION PROCESS

Highly refined 100% pure CO2 full-spectrumcannabis oil using Black Lion Labs trim from itscultivation facility; a cost-saving by-product.Water extraction technology and rosin pressesare also currently being added.

ma

CO-PACKING & PRIVATE LABELING

Full-scale manufacturing of Gold Flora andTPCO's suite of products, along with other private white-labeled brands.

FDA STANDARDS

Black Lion Labs is designed to meet the FDA'smost rigorous manufacturing standards;providing opportunities in the high-margin healthscience and nutraceutical markets.

$10$

COMPREHENSIVE SUITE OF 12 IN-HOUSE BRANDS: EXTENSIVE PRODUCT OPTIONS AND RELIABLE SUPPLY

SIGNIFICANT CROSS-SELLING OPPORTUNITIES INTO DIVERSE CUSTOMER BASES TO DRIVE ORGANIC GROWTH

THE PARENT COMPANY x GOLD FLORA: STRONG PLATFORM FOR TOPLINE GROWTH AND COST SAVINGS

FINANCIAL SUMMARY

($ IN MILLIONS)NINE-MONTHS - ENDED SEPTEMBER 30, 2022

	Gold Flora	TPCO	Total
Revenue	$52.7	$63.7	$116.4
COGs	$33.8	$44.3	$78.1
Gross Profit	$18.9	$19.4	$38.2
Gross Margin	36%	30%	33%

• Targeted annualized cost savings between $20 and $25 million.
• Pro forma revenue of $116.4 million for the nine-months ended September 30, 2022, with 33% gross margin.
• Create a stronger balance sheet with liquidity that cannot be replicated in the current capital markets.
• Optimizing cost structure to maintain control of the Combined company's expenses and reduce reliance onthird-party providers.
• . Vertically-integrated platform to achieve financial and operational efficiency.
• Financial audits of each company have been completed.

THE PARENT COMPANY x GOLD FLORA:TOGETHER A PUBLICLY LISTED LEADER BY REVENUE

ACTUAL 2022 REPORTED REVENUES

THE PARENT COMPANY × GOLD FLORA

(1) Represents the pro forms unsultted reverus of each of The Parent Company and Gold Flors for the nine-month period shold September 30, 2022. The Parent Company believes the pro formsresults presented provide relevant a

$14$

A MERGER OF EQUALS: CREATING A LEADING VERTICALLY INTEGRATED OPERATOR IN CALIFORNIA

INCREASED SIZE AND SCALE TO BECOME A LEADING OPERATOR IN THE WORLD'S LARGEST CANNABIS MARKET

20 RETAIL STORES1, 12 HOUSE BRANDS, 3 DISTRIBUTION CENTERS, AND 1 MANUFACTURING FACILITY AND 6 CULTIVATION FACILITIES.

SIGNIFICANT SYNERGIES TO DRIVE MARGIN IMPROVEMENT AND ENHANCE PROFITABILITY ACROSS ALL VERTICALS.

ANTICIPATED ANNUALIZED COST SAVINGS OF $20 - $25 MILLION, FURTHER IMPROVING GROSS MARGIN AND PROFITABILITY WHILE DELIVERING VALUE FOR SHAREHOLDERS.

COMBINED ENTITY EXPECTED TO BE WELL-POSITIONED AS A TOP 10 BRAND PORTFOLIO BY REVENUE.

COMPLEMENTARY CUSTOMER PRODUCT OFFERING, A DIVERSE VARIETY OF FORM FACTORS AND BRANDS, AND ONLY 13% OVERLAP IN CURRENT COMPANY RETAIL STORE FOOTPRINTS.

ESTABLISHING A VERTICALLY-INTEGRATED PLATFORM TO DRIVE FINANCIAL AND OPERATIONAL EFFICIENCY

ONE OF THE LARGEST INDOOR CULTIVATORS AND RETAIL OPERATORS IN CALIFORNIA.

REDUCTION IN THIRD-PARTY COSTS THROUGH SUPPLY-CHAIN OPTIMIZATION.

STRATEGICALLY AND COST EFFECTIVELY ELIMINATE THIRD PARTY EXPENSES WHERE APPROPRIATE BY UTILIZING INTERNAL CAPABILITIES TO CONTROL THE VALUE CHAIN.

ENHANCED FINANCIAL PROFILE WITH LOW DEBT AND STRONG BALANCE SHEET.

WITH PRO FORMA REVENUE OF $116.4 MILLION AND GROSS MARGIN OF 33%2, THE COMBINED COMPANY WILL BE WELL-POSITIONED TO CAPITALIZE ON MARKET OPPORTUNITIES AS A LEADER IN CALIFORNIA.

(1) Forecast by end of year 2023(2) Represents the proforma unaudited revenue and gross margin of each of The Parent Company and Gold Flora for the nine-month period ended September 30, 2022. The Parent Company believes t

THE PARENT COMPANY x GOLD FLORA:OVERVIEW & NEXT STEPS

PROPOSEDTRANSACTION	٠	The Business Combination will be completed, subject to the Business Combination Agreement, by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and amerger under the laws of the State of California, whereby a newly formed company, Gold Flora Corporation, will, directly or indirectly, acquire all of the issued and outstanding common shares of The ParentCompany ("TPCO Shares") and all of the issued membership units in the capital of Gold Flora (the "Gold Flora Units") pursuant to an amalgamation and concurrent merger transaction. In connection with suchtransactions, Gold Flora Corporation will then domesticate in the United States as a Delaware corporation pursuant to Section 388 of the Delaware General Corporation Law.Following completion of the Business Combination, current holders of TPCO Shares will hold approximately 49% of Gold Flora Corporation and current holders of Gold Flora Units will hold approximately 51% ofGold Flora Corporation.
CONSIDERATIONTOSHAREHOLDERS		Under the terms of the Business Combination, holders of TPCO Shares will receive one share of common stock in the capital of Gold Flora Corporation for each TPCO Share held pursuant to the MergerAgreement and holders of Gold Flora Units will receive 1.5233 Gold Flora Corporation Shares for each Gold Flora Unit held pursuant to the Merger Agreement, resulting in the issuance of an aggregate ofapproximately 312,138,271 Gold Flora Corporation Shares. The Business Combination values Gold Flora at $1.50 per Gold Flora Unit and The Parent Company at $0.9847 per TPCO Share.
KEY APPROVALS& CONDITIONS	٠	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 specialmeeting 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 whichcase the Meeting is likely to be held in early in the third quarter of this year) to approve the Business Combination.
DEALPROTECTION	٠٠	TPCO 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.Reciprocal termination fee of $4 million if the transaction is terminated under certain circumstances
ANTICIPATEDTIMING	٠	Anticipated closing in third quarter of 2023, subject to satisfaction of closing conditions and receipt of regulatory approvals

THE PARENT COMPANY × GOLD FLORA

This overview is not intended to summarize all material information relating to the proposed transaction. Please see Slide 2 (Legal Disclaimens) for additional information and where to find it.

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THE PARENT COMPANY GOLD KLORA

INVESTOR PRESENTATION MARCH 2023