TPCO HOLDING CORP. : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Business Combination Agreement

On February 21, 2023, TPCO Holding Corp., a British Columbia corporation (the
“Company” or “TPCO”), Gold Flora, LLC, a California limited liability company
(“Gold Flora”), Stately Capital Corporation, a British Columbia corporation and
a principal unitholder of Gold Flora (“Stately”), Gold Flora Corporation, a
British Columbia corporation (“Newco”) and Golden Grizzly Bear LLC, a California
limited liability company (“Merger Sub”) entered into a business combination
agreement (the “Business Combination Agreement”), pursuant to which Gold Flora
and TPCO will combine by way of a plan of arrangement (the “Plan of
Arrangement”) under the Business Corporations Act(British Columbia) and a plan
of merger (the “Plan of Merger”) pursuant to the provisions of the California
Revised Uniform Limited Liability Company Act, as amended (the “Business
Combination”). Following the Business Combination, Newco will manage and hold
the combined business of TPCO and Gold Flora and will, directly and indirectly,
own all of the issued and outstanding common shares of TPCO (the “TPCO Shares”)
and all of the issued and outstanding membership units in the capital of Gold
Flora (the “Gold Flora Units”).

In connection with the Business Combination, Newco will redomicile to the United
Stated as a Delaware corporation pursuant to Section 388 of the Delaware General
Corporation Law and will operate as Gold Flora Corporation. Newco will remain a
reporting issuer in Canada and the United States and, subject to receipt of all
requisite stock exchange approvals, it is expected that the shares of common
stock of Newco (“Newco Shares”) will continue to be listed on the Neo Exchange
Inc.
and on the OTCQX Best Market tier of the electronic over-the-counter
marketplace operated by OTC Markets Group Inc..



Consideration


Subject to the terms and conditions set forth in the Business Combination
Agreement, the Plan of Arrangement and the Plan of Merger, holders of TPCO
Shares will receive one Newco Share for each TPCO Share held (the “TPCO Exchange
Ratio”) and holders of Gold Flora Units will receive 1.5233 Newco Shares for
each Gold Flora Unit held (the “Gold Flora Exchange Ratio”). The Business
Combination values Gold Flora at $1.50 per Gold Flora Unit and TPCO as $0.9847
per TPCO Share. Following the completion of the Business Combination, current
holders of TPCO Shares will hold approximately 49% of Newco and current holders
of Gold Flora Units will hold approximately 51% of Newco.

Upon the Business Combination, all TPCO equity awards granted under TPCO’s
equity incentive plan or otherwise that are outstanding immediately prior to the
Business Combination will be exchanged for replacement equity awards in Newco
such that, upon exercise (with respect to TPCO options and warrants) or vesting
(with respect to TPCO performance share units or restricted share units), as
applicable, the holder of such award will be entitled to receive Newco Shares,
with the number of shares underlying such award and, in the case of TPCO options
and warrants, the exercise price of such award adjusted based on the TCPO
Exchange Ratio.

Each of the warrants to acquire Gold Flora Units that are outstanding
immediately prior to the Business Combination will be exercisable, in accordance
with the terms of such warrants, for the number of Newco Shares that the holder
of such warrants would have been entitled to receive as a result of the
transactions contemplated by the Business Combination if, immediately prior to
the Business Combination, such holder had been the registered holder of the
number of Gold Flora Units to which such holder would have been entitled if such
holder had exercised such holder’s warrants immediately prior to the completion
of the Business Combination. Additionally, immediately prior to the Business
Combination, certain debentures issued by Gold Flora that are outstanding
immediately prior to the Business Combination will be converted, in accordance
with the terms of such debentures, into Gold Flora Units and exchanged for Newco
Shares in connection with the Business Combination. Separately, other debentures
issued by Gold Flora that are outstanding immediately prior to the Business
Combination will be amended such that, among other things, such debentures will
not be converted into Gold Flora Units upon completion of the Business
Combination and will continue as an obligation of Newco following the Business
Combination and be convertible into Newco Shares in accordance with its terms.




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Conditions to the Business Combination

The Business Combination Agreement contains a number of conditions to the
completion of the Business Combination, including: (i) the approval of the
Business Combination at an annual and special meeting to be held to approve the
Business Combination (the “TPCO Meeting”) by holders of TPCO Shares (the “TPCO
Shareholders”) holding at least 662/3% of the votes cast on the resolution
approving the Business Combination (voting as a single class present in person
or represented by proxy and entitled to vote at the TPCO Meeting); (ii) the
approval of the Business Combination at a meeting of holders of Gold Flora Units
holding at least a majority of the votes cast by each class of membership units
on the resolution approving the Business Combination; and (iii) the approval of
the Business Combination at a special meeting to be held to approve the Business
Combination (the “Stately Meeting”) by holders of the common shares (“Stately
Shares”) of Stately (the “Stately Shareholders”) holding at least 662/3% of the
votes cast on the resolution approving the Business Combination (voting as a
single class present in person or represented by proxy and entitled to vote at
the Stately Meeting).

It is a condition to closing in favor of Gold Flora that no more than holders of
6% of the outstanding TPCO Shares shall have exercised dissent rights with
respect to the Business Combination (unless such dissent rights have been
subsequently withdrawn prior to the effective date of the Business Combination
(the “Effective Date”). Similarly, it is a condition to closing in favor of TPCO
that holders of (i) no more than 6% of the outstanding Gold Flora Units, and
(ii) no more than 6% of the Stately Shares shall have exercised dissent rights
with respect to the Business Combination that have not been withdrawn as of the
Effective Date.

In addition, the Business Combination is subject to the approval of the Supreme
Court of British Columbia
at a hearing of the terms and conditions of the
Business Combination, the approval of the listing of the Newco Shares on the Neo
Exchange Inc.
and the expiration, waiver or termination of any applicable
waiting periods and any extensions thereof under the United States
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Certain Other Terms of the Business Combination Agreement

The Business Combination Agreement includes customary representations and
warranties of TPCO, Gold Flora, Stately, Newco and Merger Sub and each party has
agreed to customary covenants, including, among others, covenants relating to
the conduct of each party’s business during the interim period between the date
of the Business Combination Agreement and consummation of the Business
Combination.

The Business Combination Agreement provides for customary non-solicitation
covenants, subject to the right of the board of directors of TPCO (the “Company
Board”) to consider an acquisition proposal and a right to change their
recommendation and accept a superior proposal and the right of Gold Flora to
match any such proposal within five business days. The Business Combination
Agreement may be terminated by the mutual written agreement of TPCO and Gold
Flora and by either party in certain circumstances as more particularly set
forth in the Business Combination Agreement.

The Business Combination Agreement also provides for the payment by Gold Flora
to TPCO of a termination fee in the amount of $4,000,000 if the Business
Combination Agreement is terminated in certain specified circumstances,
including, among other things, in the event the Business Combination Agreement
is terminated (i) for breach by Gold Flora of its non-solicitation obligations
if (x) prior to the date of termination, an acquisition proposal meeting certain
requirements has been publicly announced or otherwise communicated to Gold
Flora, and (y) within 12 months of the date of such termination, the acquisition
proposal transaction is completed by Gold Flora, and (ii) for failure of Gold
Flora to secure approval of the requisite majority of the holders of the Gold
Flora Units on or before 15 days following receipt of the interim order of the
Supreme Court of British Columbia. Similarly, the Business Combination Agreement
also provides for the payment by TPCO to Gold Flora of a termination fee in the
amount of $4,000,000 if the Business Combination Agreement is terminated in
certain specified circumstances, including, among other things, in the event the
Business Combination Agreement is terminated (i) for either a breach by TPCO of
its non-solicitation obligations, failure by TPCO to secure the approval of the
requisite majority of the TPCO Shareholders, or the outside date for completion
of the Business Combination having passed if, in each case, (x) prior to the
date of termination, an acquisition proposal meeting certain requirements has
been publicly announced or otherwise communicated to TPCO, and (y) within 12
months of the date of such termination, the acquisition proposal transaction is
. . .

Item 7.01 Regulation FD Disclosure

On February 22, 2023, the Company issued a press release (the “Press Release”)
to announce, among other things, the Business Combination Agreement, the
Shareholder Support Agreements and certain related matters. A copy of the Press
Release is attached hereto as Exhibit 99.1 and is incorporated by reference
herein.




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Item 9.01 Financial Statements and Exhibits.



(d) Exhibits



Exhibit No.   Description

  2.1           Business Combination Agreement, dated February 21, 2023, by and
              among TPCO Holding Corp., Gold Flora, LLC, Stately Capital
              Corporation, Gold Flora Corporation and Golden Grizzly Bear LLC +
  10.1          Form of TPCO Support Agreement +
  10.2          Form of Gold Flora Support Agreement +
  10.3          Form of Stately Support Agreement +
  99.1          Press Release, dated February 22, 2023 (incorporated by reference
              to registrant's Schedule 14A filed with the SEC on February 22, 2023
              at 16:27:01)
104           Cover page Interactive Data File (embedded within the Inline XBRL
              document)



+ Certain identified information has been omitted pursuant to Item 601(b)(2) or
Item 601(b)(10) of Regulation S-K because such information is both (i) not
material and (ii) information that the registrant treats as private or
confidential. The registrant hereby undertakes to furnish supplemental copies of
the unredacted exhibit upon request by the SEC.





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