Albert Foreman - Jul 7, 2023 Form 4 Insider Report for TPCO Holding Corp. (GRAMF)

Role: Director
Signature: /s/ Emily Jennings, Attorney-in-fact
Stock symbol: GRAMF
Transactions as of: Jul 7, 2023
Transactions value $: $0
Form type: 4
Date filed: 7/10/2023, 09:40 AM
Previous filing: Jul 5, 2023
Next filing: Aug 3, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GRAMF	Common Shares	Disposed to Issuer		-34K	-100%		0	Jul 7, 2023	Direct	F1
transaction	GRAMF	Common Shares	Disposed to Issuer		-4.09M	-100%		0	Jul 7, 2023	See Footnote	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	GRAMF	Restricted Stock Units	Disposed to Issuer	$0	-72.6K	-100%	$0.00^*	0	Jul 7, 2023	Common Shares	72.6K		Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Albert Foreman is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Represents the disposition of Common Shares in connection with the business combination (the "Business Combination") involving the Issuer, Gold Flora, LLC ("Gold Flora"), Stately Capital Corporation ("Stately"), Gold Flora Corporation ("Newco") and Golden Grizzly Bear LLC ("US Merger Sub") in accordance with the terms and conditions of a business combination agreement entered into among TPCO, Gold Flora, Stately, Newco and US Merger Sub dated February 21, 2023 and an agreement and plan of merger entered into by Newco, US Merger Sub and Gold Flora dated February 21, 2023. As part of the Business Combination, the Issuer, Stately and Newco amalgamated to form a new corporation (the "Resulting Issuer"), the Common Shares of the Issuer were exchanged on a one-for-one basis for common shares of the Resulting Issuer, and the Resulting Issuer continued from British Columbia into the State of Delaware under the name "Gold Flora Corporation".
F2	Represents the disposition of Common Shares held by affiliates of Tuatara Capital LP ("Tuatara") in connection with the Business Combination. Mr. Foreman is a Managing Partner and the Chief Investment Officer of Tuatara and shares voting and dispositive power of these Common Shares with two other persons. Mr. Foreman disclaims beneficial ownership over these shares, except to the extent of his pecuniary interest.
F3	Represents the disposition of Restricted Stock Units ("RSUs") held by the reporting person in connection with the Business Combination. RSUs convert into Common Shares on a one-for-one basis. In connection with the Business Combination, these RSUs will be exchanged for on a one-for-one basis for restricted stock units of the Resulting Issuer.

Remarks:

Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).