| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | GRAMF | Common Shares | -Disposed to Issuer | -49,350 | -100% | 0 | Jul 7, 2023 | Direct | F1 | ||
| transaction | GRAMF | Common Shares | +Grant/Award | $36,405 | +165,479 | +169.72% | $0.22 | 262,982 | Jul 7, 2023 | See Footnote | F2, F3, F4 |
| transaction | GRAMF | Common Shares | -Disposed to Issuer | -262,982 | -100% | 0 | Jul 7, 2023 | See Footnote | F4, F5 |
| 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 | -67,000 | -100% | $0.00 | 0 | Jul 7, 2023 | Common Shares | 67,000 | Direct | F6 |
Morgan Callagy is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 payment of Common Shares to Seastrike LLC triggered by the Business Combination pursuant to an earn-out agreement dated November 24, 2020 (the "Earnout Agreement"). |
| F3 | In Canadian Dollars. The price represents the deemed price of the Common Shares pursuant to the Earnout Agreement. |
| F4 | Mr. Callagy has sole voting and dispositive power over the securities held directly by Seastrike LLC, and disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| F5 | Represents the disposition of Common Shares held by Seastrike LLC in connection with the Business Combination. |
| F6 | RSUs convert into Common Shares on a one-for-one basis.Represents RSUs that were forfeited in connection with the Business Combination. |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).