Item 8.01 Other Events.





  SUPPLEMENT TO DEFINITIVE PROXY STATEMENT AND MANAGEMENT INFORMATION CIRCULAR

This supplemental information should be read in conjunction with the definitive proxy statement and management information circular dated May 12, 2023 (the "Circular") filed by TPCO Holding Corp. (the "Company") with the Securities and Exchange Commission (the "SEC") on Schedule 14A on May 15, 2023 (the "SEC-Filed Circular"), which should be read in its entirety. Capitalized terms used but not defined in the below disclosures have the meanings assigned to them in the Circular.

Due to slight differences in the pagination of the SEC-Filed Circular and the printed Circular that was mailed to the Company's shareholders (the "Printed Circular"), the supplemental disclosures below include references to where such disclosures appear in both the SEC-Filed Circular and the Printed Circular.

Without admitting in any way that the disclosures below are material or otherwise required by law, the Company makes the following amended and supplemental disclosures. To the extent that the supplemental disclosures below differ from or update information contained in the Circular, the supplemental disclosures contained in this Form 8-K shall supersede the information in the Circular. Except as set forth in this supplement, the disclosures in the Circular remain unchanged.

All references to "$" or "US$" in this supplement are to United States dollars, and all references to "C$" refer to Canadian dollars.

The disclosure in the section titled "Question and Answers About the Transaction and the Meeting" beginning on page 2 of the SEC-Filed Circular (page 2 of the Printed Circular) is hereby amended and supplemented as follows:

By adding the underlined language below in the first paragraph under the question "Who Pays the Cost of Soliciting Proxies for the Meeting" on page 6 of the SEC-Filed Circular (page 5 of the Printed Circular).

We will bear the cost of solicitation. This solicitation of proxies is being made to shareholders by mail. Our directors, officers and employees may also solicit proxies in person or by other means. These directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses incurred in doing so. We have retained Kingsdale Advisors ("Kingsdale") to assist us in soliciting proxies. We will pay Kingsdale approximately $30,000 for proxy solicitation, information and other advisory services, and a success fee of $15,000 upon successful completion of the Transaction, plus reasonable expenses for its services. We have also agreed to indemnify Kingsdale against certain liabilities in connection with the provision of its services.

The disclosure in the section titled "Proposal 1 - The Business Combination Resolution-Background of the Transaction" beginning on page 33 of the SEC-Filed Circular (page 30 of the Printed Circular) is hereby amended and supplemented as follows:

By adding the underlined language and deleting the struck-through language below in the 9th paragraph on page 36 of the SEC-Filed Circular (the 11th full paragraph on page 32 of the Printed Circular).

On January 9, 2023, management of TPCO received an unsolicited letter of intent from a third party publicly traded cannabis company (the "January Offeror") with respect to a proposed business combination. The letter of intent specified that the January Offeror was willing to offer a specified number of its shares for each TPCO Share at a purported value of $0.40 per TPCO Share. Alternatively, the January Offeror stated that it was prepared to deliver all or a portion of the per share consideration of $0.40 in cash at the election of TPCO Shareholders. This letter of intent was forwarded to the TPCO Board and Hyperion for consideration. In response to the unsolicited letter, the TPCO Special Committee met with TPCO management, Hyperion and Dentons. The TPCO Special Committee discussed at length the unsolicited letter of intent and, after due discussion and careful consideration of various quantitative and qualitative considerations, the TPCO Special Committee: (i) determined that it was not in the best interest of shareholders to explore such proposal further at this that time; and (bii) authorized management to allow for the exclusivity under the LOI to extend to January 20, 2023.






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By adding the underlined language and deleting the struck-through language below in the 6th paragraph on page 37 of the SEC-Filed Circular (the 8th paragraph beginning on page 33 of the Printed Circular).

Following the meeting of the TPCO Special Committee, a meeting of the TPCO Board was convened. Mr. Datcher declared his conflict of interest with respect to the acceleration of certain employment benefits in connection with the completion of the Transaction. The TPCO Board received the recommendation of the TPCO Special Committee. INFOR Financial then reconfirmed the verbal INFOR Financial Fairness Opinion to the TPCO Board which stated that, as of the date thereof, based upon and subject to the assumptions made, matters considered and limitations and qualifications to be set forth in the INFOR Financial Fairness Opinion, and such other factors as INFOR Financial considered relevant, the Consideration to be received by the TPCO Shareholders pursuant to the Transaction is fair, from a financial point of view, to the TPCO Shareholders. As all of the members of the TPCO Board had also attended the relevant portion of the TPCO Special Committee Mmeeting, the TPCO Board also took under advisement the Hyperion Fairness Opinion. During an in camera session, the TPCO Board considered the Transaction at length. After careful deliberations, the TPCO Board meeting was adjourned to a later date in order to enable resolution with respect to who was going to serve as Chairman of the Resulting Issuer Board. Ultimately, the parties agreed that Troy Datcher would serve as Chairman of the Resulting Issuer Board.

By inserting the language below as the 4th paragraph on page 38 of the SEC-Filed Circular (the 4th full paragraph on page 34 of the Printed Circular).

On March 31, 2023, TPCO management received an unsolicited, non-binding letter of intent from a third party financial buyer (the "March Offeror"). Subject to, among other things, due diligence and negotiation of definitive agreements, the March Offeror expressed an intent to purchase 100% of the equity interests of TPCO for $24.7 million in cash. In response to the unsolicited letter from March Offeror, the TPCO Board met with TPCO management, Hyperion and Dentons. The TPCO Board discussed at length the unsolicited letter of intent and, after due discussion and careful consideration of various quantitative and qualitative considerations, the TPCO Board (with input from the TPCO Special Committee) determined that the March Offeror's proposal could not reasonably be expected to constitute a TPCO Superior Proposal and, accordingly, it was not in the best interest of TPCO to explore such proposal further at that time.

By inserting the language below as the 7th paragraph (after taking into account the insertion of the paragraph above relating to the March Offeror) on page 38 of the SEC-Filed Circular (the 7th full paragraph (after taking into account the insertion of the paragraph above relating to the March Offeror) on page 34 of the Printed Circular).

On May 7, 2023, TPCO management received an unsolicited, non-binding letter of intent from a third party private company with a business unrelated to cannabis (the "May Offeror") with respect to a proposed business combination. The letter of intent specified that, subject to, among other things, due diligence and negotiation of definitive agreements, TPCO would acquire the May Offeror by exchanging TPCO Shares valued at $1.30 for $175.0 million of the May Offeror's equity, and that TPCO would pay $25 million in cash for the remaining $25 million of the May Offeror's equity value. As a result of the transaction, the May Offeror's shareholders would own 52% of TPCO, and pre-transaction TPCO Shareholders would own 48% of TPCO on a pro forma basis. The letter of intent also provided, among other things, that TPCO was to earmark $40 million of cash to support the organic and inorganic growth of the May Offeror's non-cannabis business over the two years following the transaction. Pursuant to the terms of the Business Combination Agreement, TPCO immediately notified Gold Flora of the letter of intent received from the May Offeror. On May 16, 2023, TPCO entered into a non-disclosure agreement with May Offeror, which included a one-year, waivable standstill provision. In response to the unsolicited letter from the May Offeror, the TPCO Board met with TPCO management and representatives of Hyperion on May 31, 2023. The TPCO Board discussed at length the unsolicited letter of intent and, after due discussion, determined to seek additional information from the May Offeror. When TPCO management inquired about the additional information sought by the TPCO Board, the May Offeror advised TPCO that it was no longer interested in pursuing a business combination with TPCO.






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The disclosure in the section titled "Proposal 1 - The Business Combination Resolution - Hyperion Fairness Opinion" beginning on page 40 of the SEC-Filed Circular (page 36 of the Printed Circular) is hereby amended and supplemented as follows:

By adding the underlined language below in the paragraph immediately following the heading "Hyperion Fairness Opinion" on page 40 of the SEC-Filed Circular (page 36 of the Printed Circular).

In July of 2022, TPCO engaged Hyperion to act as its financial advisor to review potential strategic transactions in the United States. Hyperion and TPCO confirmed the terms of such engagement pursuant to a letter agreement dated July 14, 2022, as amended by an amending agreement dated January 18, 2023, and as further amended by a memorandum of understanding dated June 5, 2023 (the "Hyperion Engagement Letter"). Pursuant to the Hyperion Engagement Letter, Hyperion agreed to provide TPCO with various advisory services in connection with the Transaction, including the preparation of an opinion as to the fairness, from a financial point of view, to TPCO Shareholders of the TPCO Consideration to be received by TPCO Shareholders pursuant to the Transaction.

By adding the underlined language and deleting the struck-through language below in the 2nd paragraph on page 41 of the SEC-Filed Circular (the paragraph that begins on the bottom of page 36 of the Printed Circular).

Pursuant to Hyperion Engagement Letter, Hyperion is entitled to receive a fixed fee of C$175,000 (C$25,000 of which was due upon provision of the Hyperion Fairness Opinionexecution of, and C$150,000 of which was due upon the delivery of, the Hyperion Fairness Opinion) for rendering the Hyperion Fairness Opinion, which is not contingent upon completion of the Transaction or any other transaction. TPCO also agreed to pay Hyperion an additional fee upon completion of the Transaction of $2.0 million, in cash, payable on the closing date of the Transactionor, subject to certain conditions, any other transaction involving a direct or indirect sale or disposition of all or a substantial amount of the shares or assets of TPCO entered into during the term of Hyperion's engagement or for a period of six months after termination of its engagement. Pursuant to the terms of the Hyperion Engagement Letter, Hyperion is also entitled to (i) a fixed fee of US$500,000, in cash payable on the closing date of the Transaction for non-exclusive investment banking advisory services to be provided to the Resulting Issuer, including any successor thereto or assignee thereof, for the 12-month period following the date of Closing (the "Stand-By Period") and (ii) in certain circumstances, be paid an additional and separate transaction success fee in connection with the consummation of an acquisition, disposition and/or strategic transaction(s) entered into by the Resulting Issuer or any of its subsidiaries or affiliates, during the Stand-By Period, on market terms for investment banking and M&A financial advisory services, such transaction success fee to be mutually agreed upon by Hyperion and the Resulting Issuer, acting reasonably and in good faith, prior to closing of such transaction. In addition, TPCO has agreed to reimburse Hyperion for its reasonable out-of-pocket expenses incurred in connection with Hyperion's engagement and to indemnify, among others, Hyperion, in certain circumstances against specified liabilities that may arise directly or indirectly from services performed by Hyperion in connection with its engagement by TPCO.

By adding the underlined language below in the paragraph immediately following the heading "Consideration Analysis" on page 42 of the SEC-Filed Circular (the paragraph immediately under the heading "Consideration Analysis" on page 38 of the Printed Circular).

Hyperion applied certain analysis methodologies, including precedent transaction analysis and comparable companies trading analysis, to Gold Flora in order to analyze the value of the Resulting Issuer Shares comprising the TPCO Consideration under the Business Combination Agreement. Hyperion relied on management projections and Hyperion's analysis with respect to, among other things, the forecasted revenue, EBITDA and Adjusted EBITDA of TPCO and Gold Flora. Hyperion then reviewed public market trading statistics of multi-state operator and single state operator cannabis companies comparable to Gold Flora, which consisted of the same companies identified below under the heading "-Comparable Companies Trading Analysis". Estimated financial data for the selected comparable companies was based on publicly available research, analysts' estimates and public disclosure by the selected companies.






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The disclosure in the section titled "Proposal 1 - The Business Combination Resolution" beginning on page 33 of the SEC-Filed Circular (page 29 of the Printed Circular) is hereby amended and restated as follows:

By inserting the below section immediately above the section titled "Recommendation of the TPCO Special Committee" on page 49 of the SEC-Filed Circular (on page 44 of the Printed Circular).





Certain Financial Forecasts

TPCO does not as a matter of course make public long-term projections as to future revenues, earnings or other results given, among other reasons, the . . .

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description

   99.1         Press Release dated June 6, 2023

    104       Cover page Interactive Data File (embedded within the Inline XBRL
              document)





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