Exhibit 24.1
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Colin Brown, Judith Schvimmer, Emily Jennings, Ryan Block, and
Jessie Peng (each, an "Attorney- in-fact" and collectively, the "Attorneys-in-
fact") as the undersigned's true and lawful Attorney-in-fact and agent to:
(1) execute for and on behalf of the undersigned, an officer, director
and/or holder of 10% or more of a registered class of securities of
TPCO Holding Corp., a corporation formed under the laws of British
Columbia, Canada (the "Company"), Forms 3, 4 and 5 in accordance with
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules promulgated thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such
Form 3, 4 and 5, complete and execute any amendment or amendments
thereto, and timely file such forms or amendments with the United
States Securities and Exchange Commission and any stock exchange or
similar authority, as required; and
(3) take any other action of any nature whatsoever in connection with the
foregoing which, in the opinion of such Attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by
such Attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such terms
and conditions as such Attorney-in-fact may approve in such Attorney-
in-fact's discretion.
The undersigned hereby grants to such Attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such Attorney-in-fact, or such Attorney
-in- fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing Attorney-in-fact, in serving in such
capacity at the request of the undersigned, is not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Exchange Act.
This Power of Attorney shall remain in full force and effect with
respect to the undersigned until the earliest to occur of (a) such date that the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
or (b) the revocation by the undersigned in a signed writing delivered to the
Company and the foregoing Attorneys-in-fact. This Power of Attorney shall
terminate with respect to each Attorney-in-fact at such time as such Attorney-in
-fact is no longer employed by the Company or any of its subsidiaries.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 29th day of June, 2022.
/s/ Morgan Callagy
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Signature
Name: Morgan Callagy
