TPCO Holding Corp.

1550 Leigh Avenue

San Jose, CA 95125

June 14, 2024: The Notice of Annual GeneralMeeting, this Proxy Statement, our Annual Report on Form 10-K for the year ended December 31, 2023, and Special Meeting of Shareholders

The 2022the proxy card, are available at www.proxyvote.com.

TABLE OF CONTENTS

GENERAL INFORMATION ABOUT THE ANNUAL GENERAL AND SPECIAL MEETING AND VOTING

Proxy Materials

Why am I receiving these materials?

Our Board is using this proxy statement to solicit proxies for use at the Meeting to be held viain a virtual meeting format only. We have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication. For example, the virtual format allows stockholders to communicate with us in advance of, and during, the Annual Meeting so they can ask questions of our Board of Directors or management, as time permits.

What information is contained in this proxy statement?

The information in this proxy statement relatescard previously mailed or made available to the proposalsstockholders entitled to be voted onvote at the Meeting, the voting process, our Board and board committees, corporate governance, the compensationAnnual Meeting.

In an uncontested election of directors, as is the case with the election of directors at the Meeting, any nominee for election as a director who does not receive a greater number of votes “for” his or her election than votes “withheld” from such election (a “Majority Withhold Vote”) shall tender his or her resignation, as a director of the Company, to the Chair of the Board immediately following the meeting at which the director was elected, which resignation will become effective upon acceptance by the Board. Following each uncontested election of directors at which a Majority Withhold Vote occurs, the Company shall forthwith issue a news release disclosing the detailed voting results for the election of each director, and shall forthwith provide a copy of the news release to the Neo Exchange Inc. (the “Neo Exchange”) if there is a Majority Withhold Vote.

The Nomination and Corporate Governance Committee (the “NGC”) shall promptly consider any resignation offer from a director who has received a Majority Withhold Vote and recommend to the Board the action to be taken with respect to such tendered resignation. Such recommendation of the NGC may be to accept or reject the resignation on such basis as the NGC determines appropriate, provided that, in the absence of exceptional circumstances that would support rejection of the resignation, the NGC shall recommend acceptance of the resignation.

In considering a tendered resignation, and whether exceptional circumstances exist, the NGC will consider all factors deemed relevant to the best interests of the Company, including those set forth in the Majority Voting Policy.

Any individual who tenders his or her resignation pursuant to this policy and who is a member of the NGC shall not participate in any meeting of the NGC held to consider the resignation.

The Board shall consider and determine whether to accept or reject the NGC’s recommendation within 90 days following the applicable election of directors. In considering the NGC’s recommendation, the Board will consider the factors considered by the NGC and such additional information and factors that the Board considers to be relevant. Any individual who tenders his or her resignation pursuant to this policy shall not participate in any meeting of the Board held to consider the resignation. The Board shall accept the resignation except in situations where exceptional circumstances would warrant the applicable director continuing to serve on the Board. Following the Board’s decision, the Board shall promptly disclose, via news release, its decision whether to accept the director’s resignation offer and shall provide a copy of such news release to the Neo Exchange. If the Board rejects the resignation offer, the news release shall fully state the reasons for the rejection. If the resignation offer is accepted, the Board may, in accordance with the provisions of applicable law and the nomination rights, if any, of Shareholders, (i) leave the resultant vacancy in the Board unfilled until the next annual meeting of Shareholders of the Company, (ii) appoint a new director to fill the vacancy created by such resignation, (iii) reduce the size of the Board, or (iv) call a special meeting of Shareholders at which there will be presented a new candidate to fill the vacant position(s). The complete Majority Voting Policy is available on TPCO’s website at: https://ir.theparent.co/governance/governance-documents/default.aspx.

What are broker “non-votes”?

A “broker non-vote” occurs when a broker who holds its customer’s Shares in the name of a brokerage submits proxies for such Shares but indicates that it does not have authority toone vote on a particular matter. Generally, this occurs when brokers have not received any voting instructions from their customers. Without specific instructions, Canadian brokers are prohibited from voting their customers’ Shares.

Without specific instructions, U.S. brokers, as the holders of record, are permitted to vote their customers’ Shares on “routine” matters only, but not on other matters. The only proposal that constitutes a “routine”each matter on which U.S. brokers will have discretion to vote is the Auditor Appointment Proposal.

What effect on the outcome of the voting on the proposals will and broker “non-votes,” abstentions and “withhold votes” have?

Broker “non-votes” and abstentions will not be counted as votes cast and, therefore, will have no effect on the outcome of the voting on any of the proposals. If a shareholder selects “Withhold” with respect to the election of a nominee, their vote will not be counted as a vote cast for the purposes of electing such nominee but will be considered in the application of the Majority Vote Policy. A “Withhold” vote will have no effect on the votes cast with respect to the Auditor Appointment Proposal.

What happens if additional items are presented at the Meeting?

As of the date of this proxy statement, management of the Company knows of no such amendments, variations or other matters to come before theAnnual Meeting. However, if other matters properly come before the Meeting, the persons named as proxy holders, Troy Datcher and Mike Batesole, or either of them, or such other person as you appoint, will have discretion to vote the proxies held by them on those matters in accordance with their best judgment.

Where can I find theCumulative voting results?

We expect to announce preliminary voting results at the Meeting and to publish final results in a current report on Form 8-K that we will file with the SEC and in a press release that we will disseminate and file in Canada on SEDAR promptly following the Meeting. Both the Form 8-K and press release will also be available on the “SEC Filings” tab in the “Financials” section of our website at www.theparent.co.

How You Can Vote

What Shares can I vote?

You are entitled to vote all Shares owned by you on the Record Date, including (i) shares held directly in your name as the registered Shareholder and (ii) shares held for you as the beneficial owner through a bank, broker or other nominee. On the Record Date, there were 1,204 registered Shareholders holding 46,336,178 outstanding Shares, and there were 100,759,427 total Shares were issued and outstanding.

directors is not permitted.

Why a virtual Meeting?

We are excited to embrace virtual meeting technology, which we believe provides expanded access, improved communications and cost and time savings for our Shareholders and the Company. A virtual meeting enables increased Shareholder attendance and participation from locations around the world. We believe the cost and time savings afforded by a virtual meeting encourages more Shareholders to attend the Meeting. In addition, given the potential uncertainties in connection with the current COVID-19 pandemic, including risks related to travel and attending large gatherings, we believe that a virtual-only meeting is the most appropriate format for our Shareholders and other Meeting attendees.

What are the procedures with respect to submitting questions or comments for the Meeting?

We expect to hold, to the extent feasible and practical, a live question and answer session in connection with the Meeting. Registered Shareholders, duly appointed proxyholders and non-registered Shareholders will be able to submit questions for the question and answer session. Questions can be submitted only during the Meeting in writing through the live webcast at www.virtualshareholdermeeting.com/GRAMF2022 after logging-in and typing your question into the “Ask a Question” field, and clicking “Submit”.

We intend to answer properly submitted questions that are pertinent to the Company and Meeting matters, as time permits. Questions sent will be moderated before being sent to the Chair of the Meeting. The Company reserves the right to edit profanity or other inappropriate language, or to exclude questions that are not pertinent to Meeting matters or that are otherwise inappropriate.

How will my Shares be voted by my proxy if I am a registered shareholder?

If you appoint the members of Company management listed on the proxy card as your proxy, they will vote your Shares in accordance with your instructions. However, ifinstructed on the card. If you sign yourthe proxy card but do not give instructions,specify how you want your shares voted, they will vote your Sharesbe voted in accordance with our Board of Directors’ recommendations as noted below.

How do I revoke my proxy if I am a registered Shareholder?

If you wantoffered to revoke your proxy after you have delivered it, you can do so at any time before the proxy cut-off. You may do this by an instrument in writing that is sent to the registered office of the Company at any time up tostockholders owning shares through certain banks and including the last business day before the day set for the holding of the Meeting at which the proxy is to be used, or any adjournment thereof, or in any other manner permitted by law. You may also revoke your proxy by making a request in writing to the Chair of the Meeting by email to investor@theparent.co during the Meeting or any adjournment or postponement thereof before any vote in respect of which the proxy has been given or taken. The written request can be from you or your authorized attorney.

If you revoke your proxy and do not replace it with another that is deposited with the Company before the deadline, you can still vote your Shares, but to do so you must attend the Meeting.

If I am a Non-registered Shareholder, how will my Intermediary vote my Shares and how can I change my vote?

The information set forth in this section is of significant importance to Non-registered Shareholders.brokers. If your Sharesshares are not registered in your own name they will be held in the name of an Intermediary, usually a bank, trust company, securities dealer or other financial institution and as such, your Intermediary will be the entity legally entitledyou plan to vote your Shares and must seek your instructions as to how to vote your Shares.

Intermediaries are required to seek voting instructions from Non-registered Shareholdersshares in advance of Shareholder meetings. Every Intermediary has its own mailing procedures and provides its own return voting instructions, which should be carefully followed by Non-registered Shareholders to ensure that their Shares are votedperson at the Meeting. Often, the form of voting instruction form supplied to a Non-registered Shareholder by its Intermediary is identical to the form of proxy provided by the Company to the Intermediaries. However, its purpose is limited to instructing the Intermediary on how to vote on behalf of the Non-registered Shareholder. The majority of Intermediaries now delegate responsibility for obtaining instructions on how to vote from clients to Broadridge Investor Communications Corporation (“Broadridge”). Broadridge typically mails the voting instruction form to the Non-registered Shareholders and asks the Non-registered Shareholders to return the voting instruction form to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting. A Non-registered Shareholder receiving a voting instruction form from Broadridge cannot use that voting instruction form to vote Shares directly at the Meeting. The voting instruction form must be returned to Broadridge or the Intermediary well in advance of the Meeting to have the Shares voted. TPCO (though Broadridge) is sending proxy materials and a voting instruction form directly to non-objecting beneficial owners and objecting beneficial owners.

Ifannual meeting, you are a beneficial owner of shares registered in the name of an Intermediary, you may generally change your vote by (1) submitting new voting instructions to your Intermediary or (2) by attending the Meeting and voting in person. However, please consultshould contact your broker or other Intermediary for any specific rulesagent to obtain a legal proxy or broker’s proxy card and bring it may have regarding your ability to change your voting instructions.

When is the deadline to vote?

If you hold Shares as the Shareholder of record, your vote by proxy must be received before 11:59 p.m. (New York City time) on June 21, 2022 or, if the Meeting is adjourned or postponed, at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of British Columbia) before the beginning of any adjourned or postponed meeting.

If you are a Non-registered Shareholder (i.e., you are a beneficial owner), please follow the voting instructions provided by your bank, broker or other nominee.

Who will count the votes at the Meeting?

A representative of Broadridge will act as scrutineer at the Meeting and will count the votes.

Shareholder Proposals and Director Nominations

What is the deadline to submit Shareholder proposals to be included in the proxy materials for next year’s annual general meeting?

The Company is subject to the rules of both the SEC under the Exchange Act, and provisions of the Business Corporations Act (British Columbia) (“BCBCA”) with respect to Shareholder proposals. As clearly indicated under the BCBCA and SEC rules under the Exchange Act, simply submitting a Shareholder proposal does not guarantee its inclusion in the proxy materials.

Shareholder proposals submitted pursuant to SEC rules under the Exchange Act for inclusion in the Company’s proxy materials for next year’s annual general meeting must be received by our Corporate Secretary no later than the close of business (Pacific Time) on January 6, 2023, and must be submitted to our Corporate Secretary at TPCO Holding Corp., 1550 Leigh Avenue, San Jose, CA 95125. Such proposals must also comply with all applicable provisions of Rule 14a-8 under the Exchange Act. In the event that we hold our 2023 annual general meeting of Shareholders more than 30 days before or after the one-year anniversary date of the Meeting, we will disclose the new deadline by which Shareholders’ proposals must be received by any means reasonably calculated to inform Shareholders.

The BCBCA also sets out the requirements for a valid proposal and provides for the rights and obligations of the Company and the submitter upon a valid proposal being made. Proposals submitted under the applicable provisions of the BCBCA that a Shareholder intends to present at next year’s annual general meeting and wishes to be considered for inclusion in the Company’s proxy statement and form of proxy relating to next year’s annual meeting must be received at least three (3) months before the anniversary of the Company’s last annual general meeting (March 22, 2023). Such proposals must also comply with all applicable provisions of the BCBCA and the regulations thereunder.

Proposals that are not timely submitted or are submitted to the incorrect address or other than to the attention of our Corporate Secretary may, at our discretion, be excluded from our proxy materials.

See below under the heading “How may I nominate director candidates or present other business for consideration at a meeting?” for a description of the procedures through which Shareholders may nominate director candidates for consideration.

How may I nominate director candidates for consideration at a meeting?

Shareholders who wish to submit director nominees for consideration at next year’s annual meeting must give written notice of their intention to do so, in accordance with the deadlines described below, to our Corporate Secretary at the address set forth below under the heading “How do I obtain additional copies of this proxy statement or voting materials?” Any such notice also must include the information required by our Articles (“Articles”) (which may be obtained as provided below under the heading “How may I obtain financial and other information about TPCO Holding Corp.?”) and must be updated and supplemented as provided in the articles.

Written notice of director nominees must be received, in the case of an annual meeting, not later than 5:00 p.m. (Vancouver time) on the thirtieth (30^th) day before the date of the annual meeting of Shareholders; provided, however, that if the annual meeting of Shareholders isin order to be held on a date that is less than fifty (50) days after the date on which the initial public announcement of the date of the annual meeting of Shareholders was made, notice by the nominating Shareholder may be made not later than the close of business on the fifteenth (15th) day following such public announcement; and further provided, that if vote.

PROPOSAL 1—DIRECTOR ELECTION PROPOSAL

ABSTAIN. Abstentions will have no effect on the results of this vote. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of the directors. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote. If a nominee for director who is not an incumbent director does not receive a majority of the votes cast, the nominee will not be elected. The Nomination and Governance Committee has established procedures under which a director standing for reelection in an uncontested election must tender a resignation conditioned on the incumbent director’s failure to receive a majority of the votes cast. If an incumbent director who is standing for reelection does not receive a majority of the votes cast, the Nomination and Governance Committee will make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will act on the committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. The director who fails to receive a majority vote will not participate in the committee’s recommendation or the Board of Directors’ decision.

During the three-year period following the closing of the Qualifying Transaction and prior to a CEO Event, the members of the Board shall be nominated as follows: (i) three directors nominated by GRHP, (ii) two directors nominated by Sponsor and (iii) two directors nominated mutually by GRHP and Sponsor.

After a CEO Event, the members of the Board shall be nominated as follows: (i) four (4) directors nominated by GRHP, (ii) two (2) directors nominated by Sponsor, (iii) two (2) directors nominated mutually by GRHP and Sponsor and (iv) the new CEO, nominated mutually by GRHP and the Sponsor. GRHP and the Sponsor shall be entitled to have a proportionate number of directors, as applicable, serve on each committee of the Board.

The appointment of Mr. Datcher as the Company’s Chief Executive Officer was a CEO Event. However, the parties to the Nomination Rights Agreement have agreed to maintain the size of the Board at seven, and the following persons are being nominated pursuant to the Nomination Rights Agreement:

Any directors nominated in accordance with the Nomination Rights Agreement shall serve until the first meeting of Shareholders of the Company at which directors are to be elected, or their death, resignation, removal or disqualification, and the Board shall take all steps necessary to fill such seat as soon as reasonably practicable with the individual designated by the party with the right to designate such seat. Each director nominated pursuant to the Nomination Rights Agreement shall be entitled to indemnification protection and liability insurance coverage on the same terms as all other members of the Board. Each director nominated pursuant to the Nomination Rights Agreement who is not otherwise an employee of the Company or one of its subsidiaries shall be entitled to compensation comparable to other members of the Board who are not employees of the Company or its subsidiaries.

Home Depot. In addition, in accordance2017, Home Depot entrusted Sears with the Nomination Rights Agreement, one observer appointed by eachideation, creation, and implementation of the SponsorHome Depot Design Center, the first retail execution for high-end appliances, decorative plumbing, and GRHPbespoke cabinetry outside the "Orange Store" footprint.

InVirtual Growth Incorporated, and he began his capacitycareer as a private diplomat, since November 2012, Mr. Auerbach has served as a senior vice president at Albright Stonebridge Group, a part of Denton Global Advisors, a global consulting firm founded by former Secretary of State Madeleine Albright.

Prior to joining Albright Stonebridge Group, Michael founded and then sold a risk consulting firm to Control Risks – a leading global risk consulting firm. Michael started his career during the dot-com boom of the late 1990s running Panopticon Inc., a VC incubator concentrating on Internet and mobile technology. Michael was the Executive Producer of Pseudo Programs – the first Internet Television network.

Mr. Auerbach has also held senior positions at the Center for American Progress and The Century Foundation,Management Associate in Citigroup’s Private Bank, where he concentratedco-founded Citibank’s Professional Sports Group. Al is currently on issues related to U.S. Foreign Policy, National Security, and Conflict Resolution. His work has been published in a variety of national and international publications, and he served as a Visiting Professor at the New School for Social Research. He has also taught at the University of Cape Town and Cyprus College.

Mr. Auerbach serves as a member of the board of directors and the lead independent director of Atai Life Sciences N.V.Willow Biosciences Inc., a Nasdaq-listed, clinical-stage biopharmaceutical company, since June 2021. HeCanadian publicly traded biotechnology company. Al has also serves as a board member of Tuscan Holdings Corp. II, a Nasdaq-listed blank check company, since June 2019. Mr. Auerbach served on the board of directors of Tilray Brands Inc.Tuatara Capital Acquisition Corp., the firsta Nasdaq-listed global cannabisspecial purpose acquisition company, from February 20182021 to May 20212022. Mr. AuerbachForeman also sat on the board of directors of Privateer Holdings, Inc from June 2013 to December 2019. Privateer Holdings was the leading cannabis private equity firm that founded Tilray.

Mr. Auerbach presently sits on the boards of directors of various private companies, including Teewinot Life Sciences Corp., a private biotechnology company and including GDL. Inc., a private cannabis company. Mr. Foreman earned a B.S. in Finance from the Theodore C. Sorensen Center for International PeaceUniversity of Connecticut where he was a United Technologies Finance Scholar and Justice,a two-time Scholar Athlete Award Winner. He also holds a J.D. from the KiDSSandra Day O’Connor College of Law at Arizona State University, and an MBA from Arizona State University’s W.P. Carey School of Business. Mr. Foreman serves on the Board of NYU’s Hassenfeld Children’s Hospital, NextDirectors for Autism, which produces Nightthe University of Too Many Stars, FindingConnecticut Foundation, and he is a Cure for Epilepsy (FACES),member of the University’s Investment Committee and Sophie Gerson Healthy Youth Foundation.

Athletic Steering Committee.

Mark Castaneda.Mr.Castaneda served as Chief Financial Officer and Treasurer (Secretary during 2018) of Tilray Brands, Inc., a leading global cannabis-lifestyle and consumer packaged goods company, where he helped lead its initial public offering in July 2018, from March 2018 until his resignation on March 2, 2020, at which point he assumed a business development role for Tilray Brands, Inc. through his retirement in September 2020. Mr. Castaneda previously served as the Chief Financial Officer and Assistant Treasurer of Primo Water Corporation, a publicly traded water marketing and distribution company, where he helped lead its initial public offering in October 2010, from March 2008 to January 2018. From October 2007 to March 2008, Mr. Castaneda served as the Chief Financial Officer for Tecta America, Inc., a private national roofing contractor, and from October 2004 to August 2006, he served as Chief Financial Officer for Pike Electric Corporation, a publicly traded energy solutions provider, where he helped lead its initial public offering in July 2005. Mr. Castaneda also served as the Chief Financial Officer of Blue Rhino Corporation, a provider of propane tank exchange and complementary propane and non-propane products to consumers, from NovemberOctober 1997 to October 2004 and as a member of the board of directors of Blue Rhino from September 1998 to April 2004. Mr. Castaneda helped lead Blue Rhino’s initial public offering in May 1998. Mr. Castaneda began his career with Deloitte & Touche in 1988 and is a certified public accountant. Mr. Castaneda has served on the Audit Committee of Ranir Global Holdings, LLC from August 2016 to June 2019. Mr. Castaneda holds a BS in Accountancy and a Masters, Taxation from DePaul University.

PROPOSAL 2—THE EQUITY INCENTIVE PLAN PROPOSAL

Overview

TPCO is asking its shareholders to approve the Amended and Restated TPCO Holding Corp. Equity Incentive Plan (the “Plan”). The Board adopted the TPCO Holding Corp. Equity Incentive Plan (the “Current Plan”) in connection with the Qualifying Transaction in January 2021. However, the Current Plan was not approved by Shareholders. In consultation with Semler Brossy Consulting Group, the Compensation Committee recommended to the Board, and the Board has, subject to approval by Shareholders, amended and restated the Current Plan to increase maximum number of Shares issuable from 10% of the total issued and outstanding SharesEthics from time to time and making recommendations for any necessary or appropriate changes to 15%the Company Board. The NGC assists the Board with the monitoring of compliance with the Code of Ethics, and the Company Board is responsible for considering any waivers of the total issuedCode of Ethics.

PROPOSAL 3—QUORUM INCREASE PROPOSAL

Shareholders are being asked to consider and, if deemed appropriate, approve a special resolution (the “Quorum Increase Resolution”), subject to such amendments, variations or additions as may be approved at the Meeting, approving an amendment to the Company’s Articles with respect to the quorum requirement for meetings of Shareholders.

The current Articles define the quorum necessary for the transaction of business at a meeting of Shareholders as two or more persons who are or who represent by proxy, Shareholders who, in the aggregate, hold at least 25% of the issued shares entitled to be voted at the meeting. The proposed amendments to the Articles would increase the quorum requirement applicable to meetings of Shareholders, to two persons person holding, or representing by proxy, at least 33 1/3% of the issued shares entitled to be voted at the meeting.

In preparation of potentially being permitted to list the Shares and the Warrants on the NYSE or Nasdaq when and if regulatory conditions allow, the proposed amendments to the Articles would bring the Company into compliance with the corporate governance requirements of the NYSE and Nasdaq with respect to the quorum requirement for Shareholder meetings.

Resolution to be Approved by Shareholders

At the Meeting, Shareholders will be asked to approve the Quorum Increase Resolution in the form set forth in Appendix B to this proxy statement to approve the Quorum Increase Proposal. In order to be adopted, the Quorum Increase Resolution must be passed by a majority of at least two-thirds of the votes cast by Shareholders in person or by proxy, at the Meeting.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE QUORUM INCREASE PROPOSAL.

PROPOSAL 4—AUDITOR APPOINTMENT PROPOSAL

The Audit Committee of the Board (the “Audit Committee”) has recommended to the Board that MNP LLP (“MNP”) be nominated for re-appointment by the Shareholders to serve as the Company’s auditor and independent registered public accounting firm for the fiscal year ended December 31, 2022, including to audit the consolidated financial statements of the Company as at and for the fiscal year ending December 31, 2022. MNP has served as the Company’s auditor since November 2, 2020 and has audited the Company’s consolidated financial statements as at and for the years ended December 31, 2021 and December 31, 2020. Deloitte LLP (“Deloitte”) Deloitte served as the Company’s auditor for the period from June 17, 2019 to December 31, 2019 and as of November 2, 2020.

The Audit Committee is responsible for recommending to the Board the selection of the external auditor, considering independence and effectiveness, and review the fees and other compensation to be paid to the external auditor

At the Meeting, Shareholders will be asked to approve a resolution appointing MNP to serve as the Company’s auditors and independent registered public accounting firm for the fiscal year ending December 31, 2022 and to authorize the Board to fix MNP’s remuneration. If the Shareholders do not appoint MNP, MNP will continue to hold office until a successor auditor is appointed.

A representative of MNP is expected to be present at the Meeting and will be given an opportunity to make a statement if he or she so desires and will be available to respond to any appropriate questions.

The members of the Audit Committee believe the re-appointment of MNP, as our auditor and independent registered public accounting firm, is in the best interests of the Company and our Shareholders.

Principal Independent Accountant Fees and Services

The following table presents fees billed to the Company for the fiscal years ended December 31, 2021 and 2020 for professional services rendered by each of MNP and Deloitte:

Audit fees. Audit fees consist of fees billed for professional services rendered for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q or services that are normally provided by our auditors in connection with statutory and regulatory filings or engagements.

Audit-related fees. Audit-related fees consist of fees for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrant’s financial statements and are not reported under “Audit Fees”.

Tax fees. Tax fees consists of fees for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.

All other fees. All other fees consist of the aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in the aforementioned categories.

Pre-approval Policies and Procedures

The Audit Committee Charter states that the Audit Committee should pre-approve all non-audit services (or delegate such pre-approval as the Audit Committee may determine and as permitted by applicable Canadian securities laws) to be provided by the external auditor. The Chair of the Audit Committee pre-approves all audit and non-audit services provided by the Company’s independent registered public accounting firm.

Changes in Certifying Accountant

The auditor of the Company is MNP LLP, Chartered Professional Accountants, Licensed Public Accountants, having an address at 111 Richmond Street West, Suite 300, Toronto, ON M5H 2G4. MNP was first appointed as auditor of the Company on November 2, 2020 (the “Engagement Date”). MNP is independent of the Company within the meaning of Rule 3520 of the Public Corporation Accounting Oversight Board (United States) (PCAOB) and within the meaning of the U.S. federal securities laws administered by the Securities and Exchange Commission. The Company’s former principal accountant, Deloitte, resigned on November 2, 2020 (the “Resignation Date”). The resignation of Deloitte and the appointment of MNP was considered and, upon recommendation of the Audit Committee via signed resolutions dated October 26, 2020, approved by the Board.

Deloitte was the auditor of the Company for the period from June 17, 2019 to December 31, 2019 and as of November 2, 2020 and throughout the period covered by the financial statements of the Company on which they reported, Deloitte was independent within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario. Deloitte’s independence was assessed under the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario and not under SEC/PCAOB requirements. Deloitte issued a report under Canadian auditing standards (“CAS”) on the Company’s financial statements prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board for the fiscal year ended December 31, 2019, which is not included in this filing, but did not issue a report on our audited financial statements for the fiscal year ended December 31, 2020.

During the two most recent fiscal years and any subsequent interim period preceding the Resignation Date, there were no disagreements, in the context of an audit performed under CAS, with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Deloitte’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report. During the two most recent fiscal years, and any subsequent interim period preceding the Resignation Date, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the instructions thereto).

In connection with the filing of the Company’s registration statement on Form 10, initially filed with the SEC on August 9, 2021 (the “Form 10”), the Company provided Deloitte with a copy of the foregoing disclosures and requested that Deloitte furnish a letter addressed to the U.S. Securities and Exchange Commission stating whether or not it agrees with the foregoing disclosures. A copy of Deloitte letter, dated August 6, 2021 is filed as Exhibit 16.1 to the Form 10 , and attached hereto as Appendix D.

During the two most recent fiscal years or any subsequent periods preceding the Engagement Date, MNP was not consulted (i) on any matter relating to accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and no written report or oral advice was provided to us by MNP that MNP concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) and the related instructions to Item 304 of Regulation S-K).

OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE AUDITOR APPOINTMENT PROPOSAL.

DIRECTORS AND EXECUTIVE OFFICERS

Board of Directors

The following table and the notes thereto set out the name and age of each current director, their positions on the Board and the period during which he/she has been a director of the Company. Mr. Allen and Ms. Bartz are not standing for re-election at the Meeting. As previously reported, Ms. Desiree Perez resigned from the Board effective April 27, 2022.

A brief biography of each director that is a Nominee is included above under “Proposal No. 1 – Director Election Proposal.”

Executive Officers

The following table sets forth the name, age and positions of our executive officers.

Biographical Information Relating to our Executive Officers and Senior Advisors

The business background and certain other information about our executive officers and senior advisors is set forth below:

Executive Officers

Troy Datcher. Please refer to Mr. Datcher’s biography under “Proposal No. 1 – Director Election Proposal.” above.

Mike Batesole. Mr. Batesole is the Chief Financial Officer of the Company. Mr. Batesole joined the Company on February 15, 2021 and brings over three decades of finance experience to his role. He most recently served as Chief Financial Officer of California Operations for Origin House, a cannabis brands and distribution company, beginning in 2019 through the company’s acquisition by Cresco Labs in January 2020. Prior to Origin House, Mr. Batesole spent 12 years at Shaklee Corporation, a manufacturer and distributor of consumer products, as Controller and Chief Financial Officer where he was responsible for all accounting, finance, operations and supply chain, and IT. Earlier in his career, he held various finance roles at VA Software Corporation and Bentley Systems. Mr. Batesole earned a Bachelor of Science from the University of California, Berkeley.

Senior Advisors

Shawn C. Carter p/k/a JAY-Z. As Chief Visionary Officer, JAY-Z oversees the development and promotion of brands that leverage the vision, influence, and social impact mission of the Company. Mr. Carter is not considered an executive officer of the Company for the purposes of applicable securities law.

Desiree Perez. Ms. Perez, a former member of the Board, is our Chief Social Equity Officer advising the Company with respect to investments made by its new social equity fund focused on investing in Black and other people-of-color cannabis entrepreneurs. Additionally, Ms. Perez has served as a member of the Board since May 2021 after previously serving as a Board observer. Since 2009, Ms. Perez, Roc Nation’s CEO, has been, other than Shawn “JAY-Z” Carter himself, the person most responsible for realizing his ultimate vision of creating a business empire that spreads far beyond its origins. In her time at the company, Roc Nation has grown beyond a record label, music publishing, and artist & sports management agency, to become a company that both engages and employs its community. In addition to her involvement in all aspects of Mr. Carter’s music career, from platinum records to sold-out tours, Perez has had her hand in every significant deal the company has made in the past decade, all while overseeing Roc Nation’s day-to-day operations. In 2015, Perez negotiated the deal to purchase the streaming service TIDAL and subsequently selling a stake in the company to Sprint. In 2017, she negotiated the worldwide touring deal between JAY-Z and Live Nation, a decade after the two parties had inked a multi-million dollar 360-degree deal that included management, publishing, licensing and other outside investments. In addition, her work led to a worldwide partnership with Universal Music Group in 2013, under which Roc Nation joined the Universal family, while still operating as a standalone label. She also negotiated that partnership’s multi-million dollar renewal in 2018. She continued to further help to expand JAY-Z’s portfolio with the product launches of successful luxury liquor brands D’Usse cognac and Ace of Spades champagne. Perez worked with Meek Mill’s legal team to petition the courts to secure the rapper’s release from prison. In 2019, she was named Billboard’s 2019 Women in Music Executive of the Year. Ms. Perez is not considered an executive officer of the Company for the purposes of applicable securities law.

Requirements under the Business Corporations Act (British Columbia)

Pursuant to the BCBCA, directors and officers are required to act honestly and in good faith with a view to the best interests of the Company. Under the BCBCA, subject to certain limited exceptions, a director who holds a disclosable interest in a material contract or transaction into which we have entered or propose to enter shall not vote on any directors’ resolution to approve the contract or transaction. A director or officer has a disclosable interest in a material contract or transaction if the director or officer:

Generally, as a matter of practice, directors or officers who have disclosed a material interest in any contract or transaction that the Board is considering will not take part in any Board discussion respecting that contract or transaction. If such directors were to participate in the discussions, they would abstain from voting on any matters relating to matters in which they have disclosed a disclosable interest.

Interests of Management of the Company and Others in Material Transactions

Other than as described elsewhere in this proxy statement, none of our directors or executive officers, any shareholder that beneficially owns, or controls or directs (directly or indirectly), more than 10% of any class or series of our outstanding voting securities, or any associate or affiliate of any of the foregoing persons, has or has had any material interests, direct or indirect, of any in any transaction or proposed transaction since the commencement of the financial year ended December 31, 2021 that has materially affected or is reasonably expected to materially affect the Company or its subsidiaries.

VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS