Gold Flora Corp.: M&A transaction — Gold Flora Corp completes business combination with TPCO Holding Corp; goes public via reverse merger

Upon completion of the Business Combination, in accordance with the Business Combination Agreement, the GFC Board of Directors initially consists of seven directors, four of whom were nominated by Gold Flora, being Laurie Holcomb, Michael W. Lau, Heather Molloy and Jeffrey Sears, and three of whom were nominated by TPCO, being Troy Datcher (Chairman), Al Foreman and Mark Castaneda.

Upon completion of the Business Combination, in accordance with the Business Combination Agreement, the GFC Board of Directors initially consists of seven directors, four of whom were nominated by Gold Flora, being Laurie Holcomb, Michael W. Lau, Heather Molloy and Jeffrey Sears, and three of whom were nominated by TPCO, being Troy Datcher (Chairman), Al Foreman and Mark Castaneda.

Upon completion of the Business Combination, in accordance with the Business Combination Agreement, the GFC Board of Directors initially consists of seven directors, four of whom were nominated by Gold Flora, being Laurie Holcomb, Michael W. Lau, Heather Molloy and Jeffrey Sears, and three of whom were nominated by TPCO, being Troy Datcher (Chairman), Al Foreman and Mark Castaneda.

Upon completion of the Business Combination, in accordance with the Business Combination Agreement, the GFC Board of Directors initially consists of seven directors, four of whom were nominated by Gold Flora, being Laurie Holcomb, Michael W. Lau, Heather Molloy and Jeffrey Sears, and three of whom were nominated by TPCO, being Troy Datcher (Chairman), Al Foreman and Mark Castaneda.

The executive officers of GFC are Laurie Holcomb, as the Chief Executive Officer and Marshall Minor, as the Chief Financial Officer.

Upon completion of the Business Combination, in accordance with the Business Combination Agreement, the GFC Board of Directors initially consists of seven directors, four of whom were nominated by Gold Flora, being Laurie Holcomb, Michael W. Lau, Heather Molloy and Jeffrey Sears, and three of whom were nominated by TPCO, being Troy Datcher (Chairman), Al Foreman and Mark Castaneda.

The executive officers of GFC are Laurie Holcomb, as the Chief Executive Officer and Marshall Minor, as the Chief Financial Officer.

Upon completion of the Business Combination, in accordance with the Business Combination Agreement, the GFC Board of Directors initially consists of seven directors, four of whom were nominated by Gold Flora, being Laurie Holcomb, Michael W. Lau, Heather Molloy and Jeffrey Sears, and three of whom were nominated by TPCO, being Troy Datcher (Chairman), Al Foreman and Mark Castaneda.

Upon completion of the Business Combination, in accordance with the Business Combination Agreement, the GFC Board of Directors initially consists of seven directors, four of whom were nominated by Gold Flora, being Laurie Holcomb, Michael W. Lau, Heather Molloy and Jeffrey Sears, and three of whom were nominated by TPCO, being Troy Datcher (Chairman), Al Foreman and Mark Castaneda.

On the Effective Date, in connection with and effective upon completion of the Business Combination, the rights of shareholders of GFC will be governed by its certificate of incorporation and bylaws.

On July 7, 2023, TPCO and Gold Flora, LLC, a California limited liability company (“Gold Flora”), completed a previously announced business combination pursuant to the Business Combination Agreement.

Gold Flora Corporation, a Delaware corporation (“GFC” or “Gold Flora Corporation”), entered into a Supplemental Warrant Indenture (the “Supplemental Warrant Indenture”) with Odyssey Trust Company, a trust company continued under the laws of Canada with an office in the City of Calgary in the Province of Alberta (the “Warrant Agent”).