The Parent Company Establishes Revised Strategic Agreement with Roc Nation, SC Branding and affiliates

New structure to generate expected savings of $33.5 Million in future payments

Signs 8-year exclusive Monogram distribution agreement in California

Roc Nation, SC Branding, LLC and affiliates and The Parent Company to partner together on future social equity initiatives to address inequality in the cannabis industry

 Arrangement to help preserve shareholder value through return of 7.1 million previously issued common shares

SAN JOSE, Calif., Jan. 5, 2023 /PRNewswire/ - TPCO Holding Corp. ("The Parent Company" or the "Company") (NEO: GRAM.U) (OTCQX: GRAMF), a leading consumer-focused California cannabis company, today announced that it has entered into modification agreements (the "Agreements") to restructure the relationship between Roc Nation LLC ("ROC"), SC Branding, LLC ("SC Branding") and The Parent Company. As part of the restructured arrangement, Shawn 'JAY-Z' Carter and affiliates and Roc Nation will return approximately 7.1 million common shares of The Parent Company and enable the organization to save approximately $33.5 million in top-line costs over an eight-year period. As to preserve shareholder value, Roc Nation has agreed to forgo future The Parent Company equity payments pursuant to the original partnership and SC Branding has agreed to forego future cash and/or equity payments. The mutually-agreed upon terms allow for Roc Nation and JAY-Z affiliates, who are expected to remain substantial shareholders, to continue work with The Parent Company across innovation, brand strategy and social justice fair equity opportunities.

Desiree Perez, CEO of Roc Nation and Dania Diaz, Managing Director of Philanthropy at Roc Nation will remain in their roles with the Company's social equity ventures investment advisory committee as both entities work collaboratively on initiatives to help repair the harms created by the prohibition of cannabis. The parties are united in their drive to empower entrepreneurs in underserved communities by providing a platform for those who have been historically marginalized and disenfranchised by the unequal application of legislation.

Under the terms of the Agreements, ownership of the brand "Monogram" will transfer to an entity designated by SC Branding and its affiliate, Shawn 'JAY-Z' Carter. The Parent Company will have an exclusive and royalty-free eight-year license to commercialize Monogram in California (the "License"). In addition to all current Monogram products, form factors and SKUs, the Company will also have the right to sell any other future Monogram form factor or SKU as is approved by the ROC Entities. ROC will continue to introduce and, subject to its client obligations, support The Parent Company in potential relationships with various partners and artists. 

"Collectively, we have agreed to restructure our partnership in order to afford The Parent Company the best opportunity to execute a longstanding and successful strategy," said Shawn "JAY-Z" Carter. "We are excited for the continued growth of The Parent Company and our future together in the cannabis industry."

"I want to sincerely thank JAY-Z, Desiree Perez and the entire ROC team for their significant creative contributions. I look forward to continuing our exciting work together to create products and brands that address the needs of consumers in the world largest cannabis market," said Troy Datcher, Chief Executive Officer, and Chairman of The Parent Company. "Importantly, this arrangement significantly reduces our ongoing financial commitments and protects shareholders from future dilution while transforming our business into a platform for future brand collaborations. We will continue to leverage our position as a world-class brand builder by working with authentic leaders and innovators in the industry. As we prepare our Company for potential national exposure, I'm thrilled with the innovative brand developments we expect to roll-out in the coming months."

Desiree Perez, Chief Executive Officer of Roc Nation, LLC, added, "We're eager to work alongside The Parent Company in this progressive capacity. The cannabis industry necessitates adaptability and critical thinking, and this collaborative approach puts us in a more versatile position to address social equity issues and create better opportunities for multicultural business leaders. Our hope is that we'll be collectively poised to create comprehensive and longstanding change across the cannabis industry for decades to come."

The Parent Company is a leading consumer-focused, vertically integrated cannabis company with twelve retail locations, one delivery hub and a curated product portfolio including Monogram by Shawn "JAY-Z" Carter, Caliva, Mirayo by Santana, Fun Uncle and Deli.

The Parent Company is committed to leveraging its status to help build a more equitable cannabis industry. Its social equity venture fund aims to eliminate systematic barriers to entry and provide minority entrepreneurs with meaningful participation, growth, and leadership opportunities in the multibillion-dollar legal cannabis industry.

Shares of The Parent Company common stock are traded on NEO Exchange under the ticker symbol "GRAM.U" and on the OTCQX under the ticker symbol "GRAMF."

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References to information included on websites do not constitute incorporation by reference of the information contained at or available through such websites, and you should not consider such information to be part of this press release.

This press release contains forward-looking information within the meaning of applicable securities legislation which reflects The Parent Company's current expectations regarding future events. The words "will", "expects", "intends", "believes" and similar expressions are often intended to identify forward looking information, although not all forward-looking information contains these identifying words.

Specific forward-looking information contained in this press release includes, but is not limited to, statements concerning the revised strategic agreement between the Company and the ROC, SC Branding and affiliated entities, future brand developments, potential future relationships with ROC artists or partners, Monogram, anticipated future Roc Nation and JAY-Z shareholdings in The Parent Company and social equity initiatives. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond The Parent Company's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward looking information. Such risks and uncertainties include, but are not limited to: changes in general economic conditions including the impact of increasing inflation, the continued significant price compression in flower and distillate oil in the California market, competition in both our wholesale and omni-channel retail channels, business and political conditions, changes in applicable laws, the U.S. and Canadian regulatory landscapes and enforcement related to cannabis, changes in public opinion and perception of the cannabis industry, reliance on the expertise and judgment of senior management, as well as the factors discussed under the heading "Risk Factors" in The Parent Company's Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 31, 2022 and in the Company's periodic reports subsequently filed with the SEC and in the Company's filings on SEDAR at www.sedar.com. The Parent Company undertakes no obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

Investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States. Cannabis remains a Schedule I drug under the U.S. Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute, or possess cannabis in the United States. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable U.S. federal money laundering legislation.

While the approach to enforcement of such laws by the federal government in the United States has trended toward non-enforcement against individuals and businesses that comply with medical or adult-use cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve The Parent Company of liability under U.S. federal law, nor will it provide a defense to any federal proceeding which may be brought against the Company. The enforcement of federal laws in the United States is a significant risk to the business of The Parent Company and any proceedings brought against the Company thereunder may adversely affect the Company's operations and financial performance.

SOURCE The Parent Company