10-Q

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number:

000-56348

TPCO Holding Corp.

(Exact name of registrant as specified in its charter)


Canada		98-1566338
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1550 Leigh Avenue San Jose, California		95125
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (669)

279-5390

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
NONE	NONE	NONE

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of

Regulation S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in

Rule 12b-2

of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in

Rule 12b-2

of the Exchange Act). Yes ☐ No ☒

As of August 15, 2022, there were 103,125,910 common shares of the registrant issued and outstanding.

Table of Contents


	Page
PART I-FINANCIAL INFORMATION
Item 1. Financial Statements
Interim condensed consolidated statements of operations and comprehensive income (loss)		F-4
Interim condensed consolidated statements of changes in shareholders’ (deficit) equity		F-5
TPCO Holding Corp. Interim condensed consolidated statements of cash flows		F-7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		27
Item 3. Quantitative and Qualitative Disclosures About Market Risk.		52
Item 4. Controls and Procedures.		52

PART II-OTHER INFORMATION		53
Item 1. Legal Proceedings.		53
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		53
Item 3. Defaults Upon Senior Securities.		53
Item 4. Mine Safety Disclosures.		53
Item 5. Other Information.		53
Item 6. Exhibits.		54
Signatures		56

Unless otherwise noted or the context indicates otherwise, in this

Form 10-Q

(the “Quarterly Report”), the “Company”, “The Parent Company”, “we”, “us” and “our” refer to TPCO Holding Corp. and its subsidiaries and joint ventures to which it is a party. References in this Quarterly Report Statement to “cannabis” mean all parts of the plant

cannabis sativa L.

containing more than 0.3 percent

tetrahydrocannabinol

(“THC”), including all compounds, manufactures, salts, derivatives, mixtures, or preparations.

References in this Quarterly Report to the Company’s websites, social media pages or mobile application or third party websites or applications does not constitute incorporation by reference of the information contained at or available through the Company’s websites, social media pages or mobile application or third party websites or applications, and you should not consider such information to be a part of this Quarterly Report.

This Quarterly Report contains references to our trademarks and trade names and to trademarks and trade names belonging to other entities. Solely for convenience, trademarks and trade names referred to in this report may appear without the

™

symbols, but such references are not intended to indicate, in any way, that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend our use or display of other companies’ trademarks or trade names to imply a relationship with, or endorsement or sponsorship of us or our business by, any other companies.

Table of Contents

PART I-FINANCIAL INFORMATION

Item 1. Financial Statements

Interim condensed consolidated financial statements

TPCO Holding Corp.

For the three and six months ended June 30, 2022 and 2021

(Unaudited)

Table of Contents

Contents


	Page

Interim condensed consolidated balance sheets		F-3

Interim condensed consolidated statements of operations and comprehensive (loss) income		F-4

Interim condensed consolidated statements of changes in shareholders’ (deficit) equity		F-5

Interim condensed consolidated statements of cash flows		F-7

Notes to the interim condensed consolidated financial statements		F-8

Table of Contents

TPCO Holding Corp.

Interim condensed consolidated balance sheets

(Unaudited, in United States dollars)


As at	Note	June 30, 2022			December 31, 2021
Assets
Current Cash		$	125,993,248		$	165,310,609
Restricted cash and restricted cash equivalents			6,718,009			9,581,689
Accounts receivable, net	27		2,828,732			4,705,563
Income tax receivable			—			1,322,340
Inventory	5		19,167,525			27,239,651
Notes and other receivables, net	6		1,212,052			4,732,617
Prepaid expenses and other current assets	4		11,214,069			11,940,043
Assets held for sale	13		1,204,167			—

Total current asset			168,337,802			224,832,512

Investments	7		2,656,973			2,500,069
Security deposits			1,231,629			1,119,754
Prepaid expenses and other assets			843,937			756,968
Property and equipment	8		16,461,662			23,047,265
Right-of-use assets – operating	12		25,757,575			28,364,286
Right-of-use assets – finance	12		23,853,881			24,639,605
Intangibles	9		209,104,066			222,142,885
Goodwill	9		44,051,645			44,051,645

Total assets		$	492,299,170		$	571,454,989

Liabilities
Current
Accounts payable and accrued liabilities	11	$	25,867,633		$	41,625,317
Consideration payable – current portion			7,363,802			7,496,240
Operating lease liability – current portion	12		1,644,812			3,441,710
Finance lease liability – current portion	12		47,656			13,712
Cash settled share-based payments	16		4,143,938			5,166,666
Other current liabilities	15		4,696,938			—
Note payable	12		931,103			—
Contingent consideration	27		5,522			943,131
Liabilities held for sale	13		353,196			—

Total current liabilities			45,054,600			58,686,776

Operating lease liabilities	12		26,663,397			27,786,545
Finance lease liabilities	12		36,730,575			36,774,714
Consideration payable			827,252			1,827,515
Deferred tax liabilitie s	21		41,875,991			43,847,866

Total liabilities			151,151,815			168,923,416


Mezzanine equity
Redeemable non-controlling interest	15		36,555,184			41,456,387

Total mezzanine equity			36,555,184			41,456,387


Shareholders’ equity
Common shares, no par value, unlimited Common shares authorized, 100,884,163 issued and outstanding at June 30, 2022 and 97,065,092 at December 31, 2021	17		—			—
Additional paid in capital			961,434,796			954,102,859
Accumulated deficit			(656,842,625	)		(593,027,673	)

Total shareholders’ equity			304,592,171			361,075,186

Total liabilities, mezzanine equity and shareholders’ equity		$	492,299,170		$	571,454,989

Commitments and contingencies (Note 26)

Subsequent events (Note 32)

See accompanying notes to the interim condensed consolidated financial statements

F-3

Table of Contents

TPCO Holding Corp.

Interim condensed consolidated statements of operations and comprehensive (loss) income

(Unaudited, in United States dollars)


		Three months ended						Six months ended
	Note	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021
Sales, net of discounts	14	$	27,378,430		$	54,203,157		$	60,609,621		$	94,120,545
Cost of sales			20,828,391			49,422,133			45,875,200			82,296,401

Gross profit			6,550,039			4,781,024			14,734,421			11,824,144

Impairment loss	13		2,429,530			16,868,720			2,429,530			74,899,107
Operating expenses	22		34,119,119			43,016,086			74,734,562			105,987,920

Loss from operations			(29,998,610	)		(55,103,782	)		(62,429,671	)		(169,062,883	)
Other income (expense)
Interest expense			(1,260,262	)		(1,421,363	)		(2,510,830	)		(2,595,235	)
Gain on debt forgiveness			—			3,358,686			—			3,358,686
Loss on disposal of asset s			(63,314	)		(3,519,665	)		(317,787	)		(3,519,665	)
Change in fair value of investments at fair value through profit loss	28		(330,960	)		349,212			(33,096	)		349,212
Change in fair value of contingent consideratio n	27		249,973			51,724,912			638,595			182,818,766
Other income			789,209			2,783,425			1,097,165			2,673,176

			(615,354	)		53,275,207			(1,125,953	)		183,084,940

(Loss) income before income taxes			(30,613,964	)		(1,828,575	)		(63,555,624	)		14,022,057
Income tax recovery (expense)	21		131,279			7,653,074			(463,593	)		10,863,696

Net (loss) income and comprehensive (loss) income		$	(30,482,685	)	$	5,824,499		$	(64,019,217	)	$	24,885,753

(Loss) income and comprehensive (loss) income attributable to shareholders of the company		$	(30,123,075	)	$	5,824,499		$	(63,814,952	)	$	24,885,753
Loss and comprehensive loss attributable to redeemable non- controlling interest	15		(359,610	)		—			(204,265	)		—

(Loss) income and comprehensive (loss) income		$	(30,482,685	)	$	5,824,499		$	(64,019,217	)	$	24,885,753

Earnings (loss) income per share
Basic	20	$	(0.30	)	$	0.06		$	(0.64	)	$	0.27
Diluted	20	$	(0.30	)	$	0.06		$	(0.64	)	$	0.27
Weighted average number of common shares
Basic	20		101,102,391			98,416,198			99,967,824			91,453,735
Diluted	20		101,102,391			99,735,129			99,967,824			92,723,089

See accompanying notes to the interim condensed consolidated financial statements

F-4

TPCO Holding Corp.

Interim condensed consolidated statements of changes in shareholders’ (deficit) equity

(Unaudited, in United States dollars)


			Number of
	Note		Common Shares		Warrants		Class B Shares		Common Shares to be Issued			Additional Paid in Capital			Accumulated Deficit			Total
Balance December 31, 2021				97,065,092		35,837,500		—		743,768		$	954,102,859		$	(593,027,673	)	$	361,075,186
Shares issued for long-term strategic contract		16		1,348,921		—		—		—			1,875,000			—			1,875,000
Shares issued to settle contingent consideration		17		569,939		—		—		(305,325	)		299,014			—			299,014
Shares issued for RSUs vested		17, 19		201,380		—		—		—			—			—			—
Tax settlements associated with RSUs				—		—		—		—			(204,802	)		—			(204,802	)
Share-based compensation		19		—		—		—		—			2,242,077			—			2,242,077
Net loss				—		—		—		—			—			(33,691,877	)		(33,691,877	)

Balance March 31, 2022				99,185,332		35,837,500		—		438,443		$	958,314,148		$	(626,719,550	)	$	331,594,598
Shares issued for long-term strategic contract		16		1,441,093		—		—		—			1,875,000			—			1,875,000
Shares issued for RSUs vested		17, 19		257,738		—		—		—			—			—			—
Tax settlements associated with RSUs				—		—		—		—			(215,445	)		—			(215,445	)
Share-based compensation		19		—		—		—		—			1,461,093			—			1,461,093
Net loss				—		—		—		—			—			(30,123,075	)		(30,123,075	)

Balance June 30, 2022				100,884,163		35,837,500		—		438,443		$	961,434,796		$	(656,842,625	)	$	304,592,171

F-5

TPCO Holding Corp.

Interim condensed consolidated statements of changes in shareholders’ (deficit) equity

(continued)

(Unaudited, in United States dollars)


			Number of
	Note		Common Shares		Warrants		Class B Shares			Common Shares to be Issued			Additional Paid in Capital			Accumulated Deficit			Total
Balance December 31, 2020				—		35,837,500		15,218,750			—		$	(21,886,268	)	$	(6,463,606	)	$	(28,349,874	)
Conversion to Class B shares				14,655,547		—		(14,655,547	)		—			—			—			—
Founders’ shares forfeited				—		—		(563,203	)		—			(496,057	)		496,057			—
Shares issued in a private placement				6,313,500		—		—			—			63,135,000			—			63,135,000
Conversion of Class A restricted voting shares				31,407,336		—		—			—			318,303,338			—			318,303,338
Shares issued for long-term strategic contracts		16		2,376,425		—		—			—			25,000,000			—			25,000,000
Shares issued in a business acquisition				41,808,021		—		—			1,355,258			546,447,112			—			546,447,112
Shares issued to extinguish liabilities in a business acquisition				336,856		—		—			—			4,264,597			—			4,264,597
Contingent shares to be issued in a business acquisition				—		—		—			187,380			2,372,231			—			2,372,231
Replacement options issued in a business acquisition				—		—		—			—			4,199,788			—			4,199,788
Share-based compensation		19		—		—		—			—			5,305,408			—			5,305,408
Net income				—		—		—			—			—			19,061,254			19,061,254

Balance March 31, 2021				96,897,685		35,837,500		—			1,542,638		$	946,645,149		$	13,093,705		$	959,738,854
Release of shares to be issued				1,080,853		—		—			(1,080,853	)		—			—			—
Shares to be issued reclassified from contingent consideration				—		—		—			333,868			1,957,045			—			1,957,045
Shares issued for options exercised				3,313		—		—			—			12,972			—			12,972
Share-based compensation		19		—		—		—			—			2,695,165						2,695,165
Net income				—		—		—			—			—			5,824,499			5,824,499

Balance June 30, 2021				97,981,851		35,837,500		—			795,653		$	951,310,331		$	18,918,204		$	970,228,535

See accompanying notes to the interim condensed consolidated financial statements

F-6

TPCO Holding Corp.

Interim condensed consolidated statements of cash flows

(Unaudited, in United States dollars)


		Six months ended
	Note	June 30, 2022			June 30, 2021
Cash provided by (used in)
Operating activities
Net (loss) income		$	(64,019,217	)	$	24,885,753
Adjustments for items not involving cash
Impairment loss	13		2,429,530			74,899,107
Interest expense			2,510,830			2,595,235
Interest income			(48,417	)		—
Loss on disposal of assets			317,787			3,519,665
Loss on lease termination	12		41,074			—
Allowance for accounts receivable and notes receivable			2,478,142			119,193
Gain on debt forgiveness			—			(3,358,686	)
Fair value change of investments	7		33,096			(349,212	)
Depreciation and amortization	22		13,138,200			15,505,304
Shares issued for long-term strategic contracts			—			25,000,000
Share-based compensation expense, net of withholding tax settlement			3,282,923			13,838,164
Non-cash marketing expense	16		2,727,272			2,439,394
Non-cash operating lease expense	12		3,838,973			2,188,250
Fair value change of contingent consideration	27		(638,595	)		(182,818,766	)
Deferred income tax recovery	21		(1,971,875	)		(14,445,626	)
Repayment of operating lease liabilities			(4,611,772	)		(2,638,885	)
Net changes in non-cash working capital items	23		(3,978,891	)		(43,371,911	)

Total operating activities			(44,470,940	)		(81,993,021	)

Financing activities
Receipt of payments on notes receivable			1,572,712			—
Repayment of consideration payable			(766,666	)		(872,021	)
Repayment of finance lease liabilities			(2,228,507	)		(1,288,164	)
Proceeds from private placement			—			51,635,000
Redemption of Class A restricted voting shares			—			(264,318,686	)
Proceeds from exercise of options			—			12,972
Repayment of line of credit			—			(1,000,000	)

Total financing			(1,422,461	)		(215,830,899	)

Investing activities
Net cash paid in the Qualifying Transaction			—			(28,143,886	)
Purchases of property and equipment	8		(2,314,113	)		(1,278,834	)
Advances for note receivable			—			(5,650,000	)
Acquisition of investments	7		(150,000	)		(900,000	)
Proceeds from sale of property and equipment, net of selling costs			6,176,473			10,818,537

Total investing activities			3,712,360			(25,154,183	)

Net change in cash during the period			(42,181,041	)		(322,978,103	)
Cash, restricted cash and restricted cash equivalents
Beginning of period		$	174,892,298		$	582,622,025

End of period		$	132,711,257		$	259,643,922

Cash			125,993,248			257,538,572
Restricted cash and restricted cash equivalents			6,718,009			2,105,350

Cash, restricted cash and restricted cash equivalents		$	132,711,257		$	259,643,922

Supplemental cash-flow information (Note 23)

See accompanying notes to the interim condensed consolidated financial statements

F-

TPCO Holding Corp.

Notes to the interim condensed consolidated financial statements

(Unaudited, in United States dollars)

For the three and six months ended June 30, 2022 and 2021

1.	Nature of operations

TPCO Holding Corp. (“TPCO” or the “Company”) was a special purpose acquisition corporation incorporated on June 17, 2019 under the laws of the Province of British Columbia for the purpose of effecting, directly or indirectly, an acquisition of one or more businesses or assets, by way of merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combinations involving the Company (a “Qualifying Transaction”). As more fully described in the Company’s Annual Report on Form

10-K

for the year ended December 31, 2021 (the

“10-K”),

the Company completed the Qualifying Transaction on January 15, 2021 and at which time the Company changed its name to TPCO Holding Corp.

The Company’s registered office is located at 595 Burrard Street, Suite 2600, P.O. Box 49314, Vancouver, BC, V7X 1L3, Canada, and the Company’s head office is located at 1550 Leigh Avenue, San Jose, California, 95125, United States of America. Commencing on the date of the Qualifying Transaction, the Company became integrated as a cultivator, retailer, manufacturer and distributor of medical and adult use cannabis products through the sale to omni-channel retail and wholesale customers under the “Medical Marijuana Programs Act” and the proposition 64 “The Adult Use of Marijuana Act”.

The common shares of the Company are listed on the Aequitas NEO Exchange (“NEO”) and the OTCQX Best Market tier of the electronic

over-the-counter

marketplace operated by OTC Markets Groups Inc. (“OTCQX”) under the trading symbols “GRAM.U” and “GRAMF”, respectively. The warrants of the Company are listed on the NEO under the trading symbol “GRAM.WT.U”.

2.	Basis of presentation

These accompanying interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”).

These interim condensed consolidated financial statements are presented in U.S. dollars, which is also the Company’s and its subsidiaries’ functional currency.

These interim condensed consolidated financial statements are unaudited and reflect adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods in accordance with GAAP. The results reported in these interim condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for an entire fiscal year.

These interim condensed consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due.

Certain information and footnote disclosures normally included in the audited annual consolidated financial statements prepared in accordance with GAAP have been omitted or condensed. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s

10-K

and have been prepared on a basis consistent with the accounting policies as described in the

10-K.

i)	Basis of consolidation

These interim condensed consolidated financial statements include the accounts of the Company and all subsidiaries. Subsidiaries are entities in which the Company has a controlling voting interest or is the primary beneficiary of a variable interest entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are

de-consolidated

from the date control ceases. All intercompany accounts and transactions have been eliminated on consolidation. The interim condensed consolidated financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiaries after eliminating intercompany balances and transactions.

ii)	Use of estimates

The preparation of these interim condensed consolidated financial statements and accompanying notes in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ from those estimates.

F-

TPCO Holding Corp.

Notes to the interim condensed consolidated financial statements

(Unaudited, in United States dollars)

For the three and six months ended June 30, 2022 and 2021

2.	Basis of presentation (continued)

iii)	Emerging growth company

The Company is an “Emerging Growth Company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it has taken advantage of certain exemptions from various reporting requirements that are not applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a Company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

3.	Significant accounting policies

(i)	Sale lease back

From time to time, the Company may enter into sale-leaseback transactions pursuant to which the Company sells a property to a third party and agrees to lease the property back for a certain period of time. To determine whether the transfer of the property should be accounted for as a sale, the Company evaluates whether it has transferred control to the third party in accordance with the revenue recognition guidance set forth in ASC 606—

Revenue

If the transfer of the asset is deemed to be a sale at market terms, the Company recognizes the transaction price for the sale based on the proceeds, derecognizes the carrying amount of the underlying asset and recognizes a gain or loss in the consolidated statements of operations and comprehensive loss for any difference between the carrying value of the asset and the transaction price. The Company then accounts for the leaseback in accordance with its lease accounting policy.

If the transfer of the asset is determined not to be a sale at market terms, the Company accounts for the transaction as a financing arrangement, and accordingly no sale is recognized. The Company retains the historical costs of the property and the related accumulated depreciation on its books and continues to depreciate the property over the lesser of its remaining useful life or its initial lease term. The asset is presented within property and equipment, net on the consolidated balance sheets. All proceeds from these transactions are accounted for as finance obligations and presented as

non-current

obligation on the consolidated balance sheets. A portion of the lease payments is recognized as a reduction of the financing obligation and a portion is recognized as interest expense based on an imputed interest rate.

(ii)	Account ing standards adopted

Debt with conversion options and other options

In August 2020, the FASB issued ASU

2020-06,

Debt – Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU

2020-06”),

which is intended to address issues identified as a result of the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. The Company adopted ASU

2020-06

effective January 1, 2022, and such adoption did not have a material effect on its interim condensed consolidated financial statements.

F-

TPCO Holding Corp.

Notes to the interim condensed consolidated financial statements

(Unaudited, in United States dollars)

For the three and six months ended June 30, 2022 and 2021

3. Significant accounting policies

(continued)

Government Assistance

In November 2021, the FASB issued ASU

2021-10,

Government Assistance (Topic 832) (“ASU

2021-10”).

This ASU requires business entities to disclose information about government assistance they receive if the transactions were accounted for by analogy to either a grant or a contribution accounting model. The disclosure requirements include the nature of the transaction and the related accounting policy used, the line items on the balance sheets and statements of operations that are affected and the amounts applicable to each financial statement line item and the significant terms and conditions of the transactions. The Company adopted ASU

2021-10

effective January 1, 2022, and as the Company did not have any government assistance outstanding, such adoption did not have an effect on its interim condensed consolidated financial statements.

4. Prepaid expenses and other

current

assets


	June 30, 2022		December 31, 2021
Prepaid expenses	$	62,399	$	109.929
Prepaid insurance		1,572,924		1.560.840
Prepaid inventory		—		2.188.881
Prepaid rent		541,667		650.000
Other prepaid assets		2,992,924		1.386.238
Indemnification assets		6,044,155		6.044.155

	$	11,214,069	$	11.940.043

5. Inventory


	June 30, 2022		December 31, 2021
Packaging supplies	$	3,757,097	$	2,784,846
Biological assets		435,123		1,371,749
Raw materials		1,441,270		2,284,344
Work in progress		1,841,221		3,445,426
Finished goods		11,692,814		17,353,286

	$	19,167,525	$	27,239,651

During the three and six months ended June 30, 2022, the Company recorded write-downs of $2,305,687 on inventory which is included in cost of sales.

6. Notes and other receivables, net


	June 30, 2022			December 31, 2021
Upfront payment	$	5,650,000		$	5,650,000
Promissory note receivable		569,082			543,560
Other receivable		—			1,200,000

Total notes receivable		6,219,082			7,393,560
Less allowance for credit losse s		(5,007,030	)		(2,660,943	)

Note receivable	$	1,212,052		$	4,732,617

7. Investments


	Marketable securities			Non- marketable securities		Available for sale securities		Other		Total
Balance, December 31, 2021	$	860,496		$	591,545	$	1,048,028	$	—	$	2,500,069
Acquired in the period		—			—		—		150,000		150,000
Interest income		—			—		40,000		—		40,000
Change in fair value		(33,096	)		—		—		—		(33,096	)

Balance, June 30, 2022	$	827,400		$	591,545	$	1,088,028	$	150,000	$	2,656,973

F-

TPCO Holding Corp.

Notes to the interim condensed consolidated financial statements

(Unaudited, in United States dollars)

For the three and six months ended June 30, 2022 and 2021

8. Property and equipment


	Leasehold improvements		Production equipment			Furniture and fixtures			Vehicles		Office equipment			Building			Total
Gross carrying amount
Balance, December 31, 2021	$	13,861,757	$	3,522,913		$	858,859		$	689,180	$	1,065,000		$	6,549,489		$	26,547,198
Additions		2,275,360		38,753			—			—		—			—			2,314,113
Disposals		—		(618,397	)		(44,228	)		—		(23,161	)		(6,549,489	)		(7,235,275	)

Balance, June 30, 2022	$	16,137,117	$	2,943,269		$	814,631		$	689,180	$	1,041,839		$	—		$	21,626,036

Depreciation
Balance, December 31, 2021	$	1,740,847	$	1,150,370		$	197,477		$	115,919	$	213,454		$	81,866		$	3,499,933
Additions		1,163,611		465,291			91,497			77,139		163,809			54,294			2,015,641
Disposals		—		(185,739	)		(11,656	)		—		(17,645	)		(136,160	)		(351,200	)

Balance, June 30, 202 2	$	2,904,458	$	1,429,922		$	277,318		$	193,058	$	359,618		$	—		$	5,164,374

Carrying amount December 31, 2021	$	12,120,910	$	2,372,543		$	661,382		$	573,261	$	851,546		$	6,467,623		$	23,047,265

Carrying amount June 30, 2022	$	13,232,659	$	1,513,347		$	537,313		$	496,122	$	682,221		$	—		$	16,461,662

Depreciation expense for the three and six months ended June 30, 2022 was $957,611 and $2,015,641, respectively (three and six months ended June 30, 2021 - $879,948 and $1,634,349, respectively).

As at June 30, 2022, the Company has leasehold improvements of $3,240,551 (December 31, 2021 - $966,192) in progress which are not available for use and therefore not depreciated.

Refer to Note 12 for additional information on the building disposal.

F-1

TPCO Holding Corp.

Notes to the interim condensed consolidated financial statements

(Unaudited, in United States dollars)

For the three and six months ended June 30, 2022 and 2021

9. Goodwill and intangibles



			Intangible assets
	Goodwill		License			Cultivation Network		Brand			Customer Relationship		Total
Gross carrying amount
Balance, December 31, 2021	$	44,051,645	$	124,710,293		$	1,505,000	$	116,700,360		$	2,920,000	$	245,835,653
Additions		—		—			—		—			—
Impairment prior to transfer to assets held for sale		—		(1,138,939	)		—		—			—		(1,138,939	)
Transfer to assets held for sale		—		(2,213,061	)		—		(250,000	)		—		(2,463,061	)

Balance, June 30, 2022	$	44,051,645	$	121,358,293		$	1,505,000	$	116,450,360		$	2,920,000	$	242,233,653

Amortization
Balance, December 31, 2021			$	17,572,144		$	547,594	$	5,264,606		$	308,424	$	23,692,768
Additions				7,761,183			79,234		3,038,928			162,222		11,041,567
Transfer to assets held for sale				(1,566,705	)		—		(38,043	)		—		(1,604,748	)

Balance, June 30, 2022			$	23,766,622		$	626,828	$	8,265,491		$	470,646	$	33,129,587

Carrying amount December 31, 2021	$	44,051,645	$	107,138,149		$	957,406	$	111,435,754		$	2,611,576	$	222,142,885

Carrying amount June 30, 2022	$	44,051,645	$	97,591,671		$	878,172	$	108,184,869		$	2,449,354	$	209,104,066

Amortization expense for the three and six months ended June

2022

, was $

5,667,055

and $

11,041,567

, respectively (three and six months ended June

2021

- $

879,948

and $

1,634,349

, respectively).

The following table outlines the estimated future annual amortization expense related to intangible assets as of June 30, 2022:


	Estimated Amortization
Remainder of 2022	$	10,519,736
2023		17,198,871
2024		14,662,412
2025		14,567,371
2026		14,509,871
Thereafter		137,645,805

	$	209,104,066

F-1

TPCO Holding Corp.

Notes to the interim condensed consolidated financial statements

(Unaudited, in United States dollars)

For the three and six months ended June 30, 2022 and 2021

10. Business combinations

(i) Coastal

On October 1, 2021, the Company executed a Unit Purchase Agreement (the “Purchase Agreement”) to acquire 100% equity interest in Coastal Holding Company, LLC (“Coastal Holding”). The closing of the transaction is subject to multiple conditions, including the receipt of municipal approval to transfer licenses at seven (7) locations.

At the same time, the Company advanced $20,700,000 of cash to Coastal Holding, as well as entered into Management Service Agreements (“MSA’s”) with Coastal Holding and certain of its subsidiaries (collectively “Coastal”). As part of the arrangement, the Company received 9.5% direct interest in Varda Inc., an operating dispensary, as well as an agreement to acquire the remaining 90.5% for $4,500,000 when approval for the transfer of that entity’s license is received.

The Purchase Agreement and the MSA’s grant the Company the power to manage and make decisions that affect the operations of Coastal and Varda Inc., including the management and development of dispensary operations. Pursuant to the Purchase Agreement and MSA’s with Coastal, the Company is entitled to a management fee equal to 100% of the revenues generated and is responsible for 100% of the costs and expenses of Coastal. With respect to Varda Inc., the Company is entitled to 100% of the revenues generated and is responsible for 100% of the costs and expenses, while the

non-controlling

interest (“NCI”) holder is entitled to 45.25% of any profit distributions.

As a result, the Company has determined that Coastal and Varda Inc. are VIEs and the Company is the primary beneficiary by reference to the power and benefits criterion under ASC 810,

Consolidation

. The transaction has been accounted for as a business combination under ASC 805 with 100% of the equity interest in Coastal and 90.5% of the equity interest in Varda Inc., being presented as redeemable NCI. During the period ended June 30, 2022, approval for the transfer of the Varda Inc. license was received and the associated redeemable NCI was reclassified to a liability. Refer to Note 15.

Upon closing of the transaction, the funds advanced to Coastal Holding will be forgiven and the NCI will be redeemed by issuing shares of the Company’s subsidiary, Coast L Acquisition Corp, which are exchangeable into shares of the Company on a

one-for-one

basis. The number of shares to be issued is based on an initial value of $39,880,000, with adjustments for various holdbacks and claw-backs. The claw-backs relate to certain liabilities of Coastal Holding that are to be extinguished by the current equity owners with the $20,700,000 of cash advanced by the Company.

The number of shares to be issued becomes fixed at various points during the closing period as milestones, which are primarily receipt of approval for licenses to transfer, are met. During the

six-months

period ended June 30, 2022, approval was received for the transfer of the licenses required in order for the transaction to close, although the Company is waiting for Coastal shareholders to perform certain obligations in order to facilitate a closing of the transaction. Although the NCI is not redeemable in cash, it has been presented as mezzanine equity as there is no limit in the arrangement on the number of shares to be issued.

(ii) Calma Weho, LLC (“Calma”)

On October 1, 2021, the Company acquired 85% of the equity interest of Calma, an operating dispensary located in West Hollywood, California.

Total consideration comprised $8,500,000 in cash and $1,468,474 in equity of the Company. In addition, the Company is committed to acquiring the remaining 15% when local regulations permit, for $1,500,000 in common shares of the Company. In accordance with the agreement, the Company transferred $1,500,000 in cash into escrow, which will be released to the Company when the remaining 15% is acquired and the Company issues the related common shares to the seller.

Because the acquisition of the remaining 15% interest is contingent upon local regulations permitting, and the obligation is to be settled in shares and not in cash or other assets, the Company has presented the 15% as redeemable

non-controlling

interest in the interim condensed consolidated balance sheet.

As it relates to the business combinations described above, the Company is still in the process of assessing the fair value of the net assets acquired, liabilities assumed and measurement of consideration, and, as a result, the fair value of the net assets acquired may be subject to adjustments pending completion of final valuations and post-closing adjustments. Management will finalize the accounting for the acquisitions no later than one year from the date of the respective acquisition date and will reflect these adjustments in the reporting period in which the adjustments are determined. Differences between these provisional estimates and the final acquisition accounting may occur and these differences could have a material impact on the Company’s future financial position and results of operations.

F-1

TPCO Holding Corp.

Notes to the interim condensed consolidated financial statements

(Unaudited, in United States dollars)

For the three and six months ended June 30, 2022 and 2021

10. Business combinations

(continued)

(iii)

Kase’s Journey

On August 2, 2021, the Company, through its wholly owned subsidiary Caliva CARECE1 LLC, acquired all of the issued and outstanding equity interests of Kase’s Journey Inc., an operating retail dispensary located in Ceres, California, from the existing shareholders for $1,300,000 cash, subject to adjustments, and $1,221,902 of consideration payable. During the six months ended June 30, 2022, the Company finalized the purchase price allocation to the individual assets acquired and liabilities assumed using the acquisition method.

(iv)	Martian Delivery

On August 16, 2021, the Company, through its wholly owned subsidiary TPCO US Holding LLC, acquired all of the issued and outstanding membership interests of Martian Delivery LLC, an operating retail dispensary located in the City of Sacramento, California, from the existing shareholders for $237,500 cash and $237,500 in promissory notes payable. During the six months ended June 30, 2022, the Company finalized the purchase price allocation to the individual assets acquired and liabilities assumed using the acquisition method.

11. Accounts payable and accrued liabilities


	June 30, 2022		December 31, 2021
Trade payables	$	6,230,481	$	8,390,991
Other accrued expenses		5,439,242		7,288,466
Accrued payroll expenses		2,941,753		1,326,493
Accrued severance expenses		910,788		1,331,365
Accrued income and other taxes		8,685,972		19,062,306
Goods received but not yet invoiced		1,659,397		4,225,696

	$	25,867,633	$	41,625,317

12. Leases

The Company leases real estate used for dispensaries, production plants, and corporate offices. Lease terms for real estate generally range from 1 to 16.5 years. Most leases include options to renew for varying terms at the Company’s sole discretion. Certain leases include escalation clauses or payment of executory costs such as property taxes, utilities, or insurance and maintenance. Rent expense for leases with escalation clauses is accounted for on a straight-line basis over the lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The following table provides the components of lease cost:


	Three months ended				Six months ended
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Operating lease costs	$	2,014,895	$	1,070,432	$	3,838,973	$	2,188,520
Short term lease expense		189,430		79,249		263,179		130,148

Lease expense		2,204,325		1,149,681		4,102,152		2,318,668

Finance lease cost:
Amortization of lease assets		392,190		603,148		785,724		1,059,711
Interest on lease liabilities		1,116,715		1,333,974		2,221,316		2,265,053

Finance lease cost		1,508,905		1,937,122		3,007,040		3,324,764

Total lease costs	$	3,713,230	$	3,086,803	$	7,109,192	$	5,643,432

F-1

TPCO Holding Corp.

Notes to the interim condensed consolidated financial statements

(Unaudited, in United States dollars)

For the three and six months ended June 30, 2022 and 2021

12. Leases

(continued)

The maturity of the contractual undiscounted lease liabilities as of June 30, 2022:


	Operating Lease		Finance Lease
Remainder of 2022	$	2,510,807	$	2,261,935
2023		5,541,232		4,625,156
2024		5,189,434		4,763,910
2025		4,980,290		4,906,828
2026		4,768,404		5,054,033
Thereafter		24,012,148		64,884,896

Total undiscounted lease liabilities		47,002,315		86,496,758
Interest on lease liabilities		18,694,106		49,718,527

Total present value of minimum lease payments		28,308,209		36,778,231
Lease liability – current portion		1,644,812		47,656

Lease liability	$	26,663,397	$	36,730,575

Additional information on the

right-of-use

assets is as follows:


	Operating lease			Finance lease
Gross carrying amount
Balance, December 31, 2021	$	30,980,801		$	26,258,698
Additions (i)		2,163,935			—
Impairment (Note 13)		(1,290,591	)		—
Transfer to assets held for sale (Note 13)		(345,854	)		—
Lease termination (ii)		(1,010,934	)		—

Balance, June 30, 2022	$	30,497,357		$	26,258,698

Depreciation
Balance, December 31, 2021	$	2,616,515		$	1,619,093
Additions		2,123,267			785,724

Balance, June 30, 2022	$	4,739,782		$	2,404,817

Carrying amount December 31, 2021	$	28,364,286		$	24,639,605

Carrying amount June 30, 2022	$	25,757,575		$	23,853,881

The Company capitalized $352,367 and $704,732 of depreciation to inventory for the three and six months ended June 30, 2022, respectively (three and six months ended June 30, 2021—$553,821 and $770,857, respectively).

(i) During the three months ended March 31, 2022 and

the

six month period ended June 30, 2022, the Company entered into a sale-leaseback arrangement

whereby it sold its building for $6,500,000 less closing costs and entered into a lease with the buyer for a

non-cancellable

period of five years with the option to extend the lease for three additional five year periods. The Company received $6,000,000 upfront and received a promissory note for $500,000 which is payable over five years. The fair value of the promissory note on initial recognition was $389,816. The Company recorded a loss on sale which was calculated as follows:


Sale price	$	6,389,816
Selling costs		(230,960	)
Carrying value of buildin g		(6,413,329	)

Loss on disposal of asset	$	(254,473	)

(ii) During the three month period ended June 30, 2022, the Company terminated one of its leases early by agreeing to pay the lessor $200,000 upon termination and issuing a promissory note for $950,000 due January 2, 2023. The fair value of the promissory note on initial recognition was $931,103. The Company recorded a loss on termination of $41,074 which is included in operating expenses on the interim condensed consolidated statement of operations and comprehensive (loss) income.

F-1

TPCO Holding Corp.

Notes to the interim condensed consolidated financial statements

(Unaudited, in United States dollars)

For the three and six months ended June 30, 2022 and 2021

13. Impairment and assets held for sale


	Three months ended				Six months ended
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Right-of-use assets (i)	$	1,290,591	$	748,087	$	1,290,591	$	748,087
Assets held for sale (ii)		1,138,939		16,120,633		1,138,939		16,120,633
Non-THC business (iii)		—		—		—		58,030,387

	$	2,429,530	$	16,868,720	$	2,429,530	$	74,899,107

(i) During the six months ended June 30, 2022, the Company recorded impairment of $1,290,591 related to two of its properties which are no longer being used by the Company and have been subleased or listed for sublease at an amount less than current rental payments.

(ii) In June 2022, the Company became committed to a plan to sell two licenses and transfer the related right of use asset and lease liability. Prior to reclassification to assets held for sale, the assets were tested for impairment. As a result, the cost bases of the asset groups were written down to $850,971, resulting in an impairment loss of $1,138,939 on intangible assets.

The carrying amounts of assets in the disposal group are as follows:


	June 30, 2022
Intangible assets	$	858,313
Right-of-use assets		345,854

	$	1,204,167

The carrying amounts of liabilities in the disposal group are as follows:


		June 30, 2022

Lease liabilities	$	353,196

	$	353,196

The fair value of the disposal group of $850,971 is management’s best estimate.

(iii) In February 2021, the Company became committed to a plan to sell its

non-THC

business, which was acquired as part of the Caliva and OGE and LCV acquisitions on January 15, 2021. As a result of the decision to sell, the assets were tested

for i

mpairment and an impairment loss of $58,030,387 was recognized.

14. Revenue

The following table represents the Company’s disaggregated revenue by sales channel:


	Three months ended				Six months ended
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Omni-channel retail	$	18,951,671	$	11,880,358	$	38,039,008	$	21,578,471
Wholesale		8,426,759		42,322,799		22,570,613		72,542,074

	$	27,378,430	$	54,203,157	$	60,609,621	$	94,120,545

F-1

TPCO Holding Corp.

Notes to the interim condensed consolidated financial statements

(Unaudited, in United States dollars)

For the three and six months ended June 30, 2022 and 2021

15. Redeemable

non-controlling

interest

The following table summarizes the redeemable NCI as at June 30, 2022:


	Coastal Holding (a)			Varda Inc. (b)			Calma (c)		Total
Balance, December 31, 2021	$	35,307,459		$	4,648,928		$	1,500,000	$	41,456,387
Net (loss) income attributable to redeemable non-controlling interest		(252,275	)		48,010			—		(204,265	)
Reclassification to liability		—			(4,696,938	)		—		(4,696,938	)

Balance, June 30, 2022	$	35,055,184		$	—		$	1,500,000	$	36,555,184

a)	The Company is obligated to acquire 100% of the equity in Coastal Holding when the transaction closes, which is contingent upon various conditions. As at June 30, 2022, the number of shares that would be required to redeem the NCI is approximately 23,400,000. Refer to Note 10.

b)	The Company is obligated to acquire the remaining 90.5% of Varda Inc. when regulatory approval is received for the license to transfer. On June 20, 2022, regulatory approval was received and as a result the associated redeemable NCI has been reclassified to a liability. Refer to Note 10.

The Company is obligated to acquire the Class A shares of Calma when regulatory approval is received for the license to transfer. The Calma NCI will be redeemed for a variable number of shares to the value of $

1,500,000

. The number of shares that would be required to redeem the Calma NCI as at June 30, 2022 is approximately 2,200,000. Refer to Note 10.

16. Long term strategic contracts

Marketing Agreement (“MA”)

The Company has engaged a third-party for strategic and promotional services. During the three months ended March 31, 2021 and the six months ended June 30, 2021, the Company issued

2,376,425

common shares in settlement of the initial $

25,000,000

. As the shares vested immediately, the full amount of the $

25,000,000

has been recognized as an expense in operating expenses during the the three months ended March 31, 2021 and six months ended June 30, 2021.

The Company is obligated to issue shares to the value of $1,875,000 quarterly over the second and third year of the contract. During the six months ended June 30, 2022, the Company issued 2,790,014 common shares to settle the first and second quarterly payments.

The Company recognized an expense of $1,363,635 and $2,727,272 during the three and six months ended June 30, 2022, respectively (three and six months ended June 30, 2021—$1,363,636 and $2,727,273) in operating expenses as a sales and marketing expense. As at June 30, 2022, the cash-settled liability is $4,143,938 (December 31, 2021—$5,166,666).

The arrangement can be terminated by the counterparty in certain circumstances, one of which is any change of control of the Company. In that case, the Company is required to settle the agreement in a lump sum payment that consists of all unpaid amounts. As at June 30, 2022, the amount that the Company would be liable for if the contract is terminated is $11,250,000.

Brand Strategy Agreement (“BSA”)

The Company is party to the BSA, whereby the Company receives the services of Shawn C. Carter p/k/a

JAY-Z’s

related promotion and advertising for the remaining

non-cancellable

period of 5 years. The Company is committed to settle $21,500,000 in either cash or common shares at the option of the counterparty over the remaining

non-cancellable

period.

The Company is recognizing the cost associated with the arrangement over the same period it is receiving services.

During the three and six months ended June 30, 2022, the Company recognized an expense of $1,104,167 and $2,208,333, respectively (three and six months ended June 30, 2021—$1,104,167 and $2,208,333, respectively) in operating expenses related to this arrangement and $1,391,898 accounts payable and accrued liabilities as at June 30, 2022 (December 31, 2021—$2,183,565). During the six months ended June 30, 2022, the Company made a cash payment of $3,000,000 (June 30, 2022—$2,000,000).

The agreement can be terminated by the counterparty in certain circumstances, including a change in control of the Company or an involuntary

de-listing.

In these circumstances, the Company will be obligated to pay damages equal to $18,500,000 less the amount already paid under the arrangement. As at June 30, 2022, the amount of damages that the Company would be liable for if the contract is terminated was $13,500,000.

F-1

TPCO Holding Corp.

Notes to the interim condensed consolidated financial statements

(Unaudited, in United States dollars)

For the three and six months ended June 30, 2022 and 2021

17. Shareholders’ equity

Common shares

a)	Authorized

The Company is authorized to issue an unlimited number of common shares with no par value.

b )	Common shares issued


	Number of common shares
Balance, December 31, 2021		97,065,092
(i) Shares issued to settle contingent consideration		305,325
(ii) Shares issued to settle contingent consideration		264,614
Shares issued for Marketing Arrangement (Note 16)		2,790,014
Shares issued for vested RSUs and PSUs (Note 19)		459,118

Balance, June 30, 2022		100,884,163

(i)	During the three months ended March 31, 2022 and the si x months ended J une 3 0 , 2022, the Company issued 305,325 common shares related to contingent consideration in the acquisition of Caliva. The common shares were included in shares to be issued as at December 31, 2021.

(ii)	During the three months ended March 31, 2022 and the six months ended J une 3 0 , 2022, the Company issued 264,614 common shares related to contingent consideration in the acquisition of LCV. The common shares were issued as the related contingency was resolved.

On January 28, 2022, the Company announced a voluntary extension of the

lock-up

agreements with certain members of the Company’s leadership team and the entire board of directors, covering over approximately 34,000,000 issued and outstanding common shares. Pursuant to the

lock-up

agreements, each counterparty has agreed that, subject to certain exceptions, they will not, without the written consent of the Company, among other things, assign or dispose of any of their

locked-up

shares until January 28, 2023.

18. Warrants

The following table reflects the continuity of warrants:


	Number of Warrants		Weighted Average Exercise Price
Balance, December 31, 2021 and June 30, 2022		35,837,500	$	11.50

The warrants expire on January 14, 2026. The Company has the right to accelerate expiry of the warrants (excluding the warrants held by the Subversive Capital Sponsor LLC in certain circumstances), if for any 20 trading days in a

30-day

trading period the closing price of the share is $18.00 or greater.

19. Share-based compensation

Effective January 2021, the Company established the Equity Incentive Plan (the “Plan”), which provides for the granting of incentive share options, nonqualified share options, share appreciation rights (“SARs”), restricted share units (“RSUs”), deferred share units (“DSUs”) and performance share units (“PSUs”), herein collectively referred to as “Awards”.

(a) Share options

The Company grants options to purchase its common shares, generally at fair value as at the date of grant. The maximum number of common shares that may be issued under the Plan is fixed by the Board to be 10% of the common shares outstanding, from time to time, subject to adjustments in accordance with the plan.

Options generally vest over a four-year period, specifically at a rate of 25% upon the first anniversary of the issuance date and 1/36th per month thereafter and expire after 10 years from the date of grant.

The Company’s options outstanding relate to replacement options issued in a business combination that occurred in 2021.

F-1

TPCO Holding Corp.

Notes to the interim condensed consolidated financial statements

(Unaudited, in United States dollars)

For the three and six months ended June 30, 2022 and 2021

19. Share-based compensation

(continued)

The following table reflects the continuity of the share options during the six months ended June 30, 2022:


	June 30, 2022
	Number of options			Weighted average exercise price $		Weighted average remaining contractual term		Aggregate intrinsic value
Outstanding, beginning of period		756,703			7.85
Expired		(92,883	)		8.26
Forfeited		(100,205	)		7.98

Outstanding, end of period		563,615			7.76		5.76		—

Vested and expected to vest in the future		549,448			7.74		5.57		—

Exercisable		427,787			7.76		4.89		—

As at June 30, 2022, there was $446,427 of total unrecognized compensation cost related to

non-vested

replacement options. That cost is expected to be recognized over a weighted average period of 2.13 years.

(b) Equity-settled RSUs and PSUs

The following table reflects the continuity of RSUs and PSUs granted during the six months ended June 30, 2022:


	June 30, 2022
	Number of RSUs			Weighted average grant date fair value $		Number of PSUs			Weighted average grant date fair value $
Outstanding, beginning of period		3,160,020			7.21		150,000			7.01
Granted		2,355,250			1.00		2,410,000			1.03
Vested		(800,045	)		7.71		(75,000	)		7.01
Forfeited		(496,330	)		7.57		(125,000	)		1.04

Outstanding, end of period		4,218,895			3.61		2,360,000			1.22

As at June 30, 2022, there was $5,902,643 of total unrecognized compensation cost related to

non-vested

RSUs and $2,504,262 of total unrecognized compensation cost related to

non-vested

PSUs. That cost is expected to be recognized over a weighted average period of 2.28 years and 1.22 years respectively. The total fair value of RSUs and PSUs vested during the six months ended June 30, 2022, was $1,002,055 and $29,888, respectively.

Of the 875,045 RSUs and PSUs that vested, 459,118 were settled in shares

378,014 were settled in cash to cover withholding taxes on behalf of the

employees and 37,913 were not yet settled.

The range of grant date fair values related to RSUs and PSUs granted during the six months ended June 30, 2022 was $0.65—$1.41.

The Company estimates forfeitures based on historical forfeiture trends. If actual forfeiture rates are not consistent with the Company’s estimates, the Company may be required to increase or decrease compensation expenses in future periods.

During the three and six months ended June 30, 2022 and 2021, the Company recognized the following total compensation expense, net of estimated forfeitures:


	Three months ended				Six months ended
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Replacement options	$	48,013	$	620,000	$	279,507	$	1,296,607
Equity-settled RSUs and PSUs		1,413,080		1,127,721		3,423,663		1,910,496
Cash-settled RSUs		—		3,015,220		—		5,837,591
Rights to contingent consideration		—		947,444		—		4,793,470

	$	1,461,093	$	5,710,385	$	3,703,170	$	13,838,164

F-1

TPCO Holding Corp.

Notes to the interim condensed consolidated financial statements

(Unaudited, in United States dollars)

For the three and six months ended June 30, 2022 and 2021

20. (Loss) earnings per share


	Three months ended					Six months ended
	June 30, 2022			June 30, 2021		June 30, 2022			June 30, 2021
(Loss) income available to common shareholders	$	(30,123,075	)	$	5,824,499	$	(63,814,952	)	$	24,885,753
Consequential effect on profit or loss from the assumed conversion of cash-settled share-based payments		—			—		—			—

(Loss) income available to common shareholders adjusted for the effect of dilution	$	(30,123,075	)	$	5,824,499	$	(63,814,952	)	$	24,885,753

Weighted average number of shares, basic		101,102,391			98,416,198		99,967,824			91,453,735
Dilutive securities – RSUs		—			65,625		—			44,844
Dilutive securities – Other share-based payments		—			1,253,306		—			1,224,510

Weighted average number of shares, diluted		101,102,391			99,735,129		99,967,824			92,723,089
Basic (loss) earnings per share	$	(0.30	)	$	0.06	$	(0.64	)	$	0.27
Diluted (loss) earnings per share	$	(0.30	)	$	0.06	$	(0.64	)	$	0.27

Approximately 74,340,455 of potentially dilutive securities as at June 30, 2022 were excluded in the calculation of diluted loss per share as their impact would have been anti-dilutive.

21. Income taxes

The following table summarizes the Company’s income tax expense and effective tax rates for the three and six months ended June 30, 2022 and 2021:


	Three months ended						Six months ended
	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021
(Loss) income before income taxes	$	(30,613,964	)	$	(1,828,575	)	$	(63,555,624	)	$	14,022,057
Income tax recovery (expense)	$	131,279		$	7,653,074		$	(463,593	)	$	10,863,696

The Company has computed its provision for income taxes under the discrete method which treats the

year-to-date

period as if it were the annual period and determines the income tax expense or benefit on that basis. The discrete method is applied when application of the estimated annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate. The Company believes that, at this time, the use of this discrete method is more appropriate than the annual effective tax rate method as the estimated annual effective tax rate method is not reliable due to the high degree of uncertainty in estimating annual

pre-tax

income due to the industry within which the Company operates.

Due to its cannabis operations, the Company is subject to the limitations of Internal Revenue Code (“IRC”) Section 280E under which the Company is only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed

non-allowable

under IRC Section 280E.

The effective tax rate for the six months ended June 30, 2022 varies widely from the six months ended June 30, 2021, primarily due to the reduction in

non-deductible

expenses as a proportion of total expenses in the current year. The Company incurs expenses that are not deductible due to IRC Section 280E limitations which results in significant income tax expense.

The Company operates in a number of tax jurisdictions and are subject to examination of its income tax returns by tax authorities in those jurisdictions who may challenge any item on those returns. Significant judgment is required in evaluating the Company’s uncertain tax positions and determining the provision for income taxes.

The Company’s unrecognized deferred tax assets were

$49,206,546 and $42,459,208 as at June 30, 2022 and December 31, 2021, respectively.

The federal statute of limitation remains open for the 2019 tax year to the present. The state income tax returns generally remain open for the 2018 tax year through the present. Net operating losses arising prior to these years are also open to examination if and when utilized.

F-

TPCO Holding Corp.

Notes to the interim condensed consolidated financial statements

(Unaudited, in United States dollars)

For the three and six months ended June 30, 2022 and 2021

22. Operating expenses


	Three months ended					Six months ended
	June 30, 2022		June 30, 2021			June 30, 2022		June 30, 2021
General and administrative	$	9,113,932	$	11,144,063		$	22,744,814	$	20,504,895
Allowance for accounts receivable and notes receivable		411,440		(87,494	)		2,661,146		86,617
Sales and marketing		3,725,562		6,517,245			7,141,299		35,512,990
Salaries and benefits		10,538,278		10,404,165			21,243,781		18,221,282
Share-based compensation (Note 19)		1,461,093		5,710,385			3,703,170		13,838,164
Lease expense (Note 12)		2,204,325		1,149,681			4,102,152		2,318,668
Depreciation of property and equipment and amortization of right-of-use assets		997,434		929,281			2,096,633		1,923,202
Amortization of intangible assets (Note 9)		5,667,055		7,248,760			11,041,567		13,582,102

	$	34,119,119	$	43,016,086		$	74,734,562	$	105,987,920

23. Supplemental cash flow information


	Six months ended
	June 30, 2022			June 30, 2021
Change in working capital
Accounts receivable	$	1,744,776		$	(1,628,639	)
Income tax receivable		1,322,340			—
Notes and other receivables, net		—			(1,700,000	)
Inventory		8,776,858			(12,785,213	)
Prepaid expenses and other current assets		725,974			(3,555,324	)
Security deposits		(111,875	)		(16,900	)
Prepaid expenses and other assets		(86,969	)		81,333
Accounts payable and accrued liabilities		(16,349,995	)		(23,767,168	)

	$	(3,978,891	)	$	(43,371,911	)


	Six months ended
	June 30, 2022			June 30, 2021
Non-cash transactions
Income taxes paid	$	4,300,000		$	—

F-2

TPCO Holding Corp.

Notes to the interim condensed consolidated financial statements

(Unaudited, in United States dollars)

For the three and six months ended June 30, 2022 and 2021

24. Related party transactions and balances

The following table outlines the amounts paid to a related party:


	Three months ended				Six months ended
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Lease payments – interest and principal (i)	$	1,347,198	$	1,356,286	$	2,693,195	$	2,213,325
Administrative fees and other costs		—		—		—		5,000

	$	1,347,198	$	1,356,286	$	2,693,195	$	2,218,325

(i)

A director of the Company is a close family member to an owner of R&C Brown Associates, LP (“R&C”). The Company has 2 operating leases and 1 finance lease with R&C. Included in lease liabilities and

right-of-use

assets as at June 30, 2022 is $40,829,710 (December 31, 2021 - $41,053,363) and $25,772,639 (December 31, 2021 - $28,035,112), respectively, with respect to leases with R&C.

In addition to the items described above, the Company entered into the following transaction with a related party:

(i)

The counterparty to the Marketing Agreement described in Note 16 (the “Counterparty”) became a related party in May 2021, when its Chief Executive Officer joined the Company’s Board of Directors. On April 27, 2022, the individual resigned from the Company’s Board of Directors and at that time the Counterparty ceased to be a related party. During the three and six months ended June 30, 2022, the Company expensed $409,090 and $1,772,725, respectively related to the Marketing Agreement up to April 27, 2022.

25. Segmented information

The Company’s operations comprise a single operating segment engaged in the cultivation, manufacturing, distribution and sale of cannabis within the State of California. All revenues were generated in the State of California for the three and six months ended June 30, 2022 and 2021 and all property and equipment,

right-of-use

assets and intangible assets were located in the State of California.

26. Commitments and contingencies

a)	California operating licenses

The Company’s primary activity is engaging in state-legal commercial cannabis business, including the cultivation, manufacture, distribution, and sale of cannabis and cannabis products pursuant to California law. However, this activity is not in compliance with the United States Controlled Substances Act (the CSA). The Company’s assets are potentially subject to seizure or confiscation by Federal governmental agencies, and the Company could face criminal and civil penalties for noncompliance with the CSA, although such events would be without relevant precedent. Management of the Company believes the Company is in compliance with all California and local jurisdiction laws and monitor the regulatory environment on an ongoing basis along with counsel to ensure the continued compliance with all applicable laws and licensing agreements.

The Company’s operation is sanctioned by the State of California and local jurisdictions. There have been no instances of federal interference with those who adhere to those guidelines. Due to the uncertainty surrounding the Company’s noncompliance with the CSA, the potential liability from any noncompliance cannot be reasonably estimated and the Company may be subject to regulatory fines, penalties or restrictions in the future.

Effective January 1, 2018, the State of California allowed for adult use cannabis sales. Beginning on January 1, 2018, the State began issuing temporary licenses that expired 120 days after issuance for retail, distribution, manufacturing and cultivation permits. Temporary licenses could be extended in

90-day

increments by the State upon submission of an annual license application. All temporary licenses had been granted extensions by the State during 2018.

F-2

TPCO Holding Corp.

Notes to the interim condensed consolidated financial statements

(Unaudited, in United States dollars)

For the three and six months ended June 30, 2022 and 2021

26. Commitments and contingencies

(continued)

Licensees issued a provisional license are expected to be diligently working toward completing all annual license requirements in order to maintain a provisional license. The Company obtained its provisional licenses in 2019 and continues to work with the State to obtain annual licensing.

The Company’s prior licenses obtained from the local jurisdictions it operated in have been continued by such jurisdictions and are necessary to obtain State licensing.

The Company has received annual licenses from each local jurisdiction in which it actively operates. Although the Company believes it will continue to receive the necessary licenses from the State and applicable local jurisdictions to conduct its business in a timely fashion, there is no guarantee its clients will be able to do so and any failure to do so may have a negative effect on its business and results of operations.

b)	Other legal matters

From time to time in the normal course of business, the Company may be subject to legal matters such as threatened or pending claims or proceedings. The Company is not currently a party to any material legal proceedings or claims, nor are we aware of any pending or threatened litigation or claims that could have a material adverse effect on our business, operating results, cash flows or financial condition should such litigation or claim be resolved unfavorably.

c) Social equity fund

The Company formed Social Equity Ventures LLC (“SEV”) in 2021 as its social equity investment vehicle. The Company intends to fund SEV with $10,000,000 and contribute 2% of its net income to allow SEV to make further social equity investments. During the six months ended June 30, 2022, SEV made one social equity investments totalling $150,000 (December 31, 2021 - $1,000,000). Refer to Note 7 for further details.

27. Financial instruments

Contingent consideration

Financial instruments recorded at fair value in the interim condensed consolidated balance sheet are classified using a fair value hierarchy that reflects the observability of significant inputs used in making the measurements. The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified based on the lowest level of the hierarchy for which a significant input has been considered in measuring fair value.

All contingent consideration is classified as level 3 in the fair value hierarchy as volatility is a key input into the valuation models and volatility is an unobservable input.

The following provides a breakdown of contingent consideration as at June 30, 2022 and 2021:


	Contingent consideration
	Trading price consideration (i)			Other (ii)			Total
Balance, December 31, 2020	$	—		$	—		$	—
Additions		232,719,246			—			232,719,246
Change in fair value		(184,775,811	)		1,957,045			(182,818,766	)
Transferred to equity					(1,957,045	)		(1,957,045	)

Balance June 30, 2021	$	47,943,435			—			47,943,435

Balance, December 31, 2021	$	574,687		$	368,444		$	943,131
Change in fair value		(569,165	)		(69,430	)		(638,595	)
Transferred to equity		—			(299,014	)		(299,014	)

Balance, June 30, 2022	$	5,522		$	—		$	5,522

(i) Trading price consideration –

As part of the acquisition of Caliva and OGE and LCV during the three months ended March 31, 2021, the former shareholders received a contingent right for up to 18,356,299 and 3,856,955 additional common shares, respectively, in the event the

20-day

volume weighted average trading price (“VWAP”) of the common shares reaches $13.00, $17.00 and $21.00 within three years of closing, with

one-third

issuable upon the achievement of each price threshold, respectively.

F-2

TPCO Holding Corp.

Notes to the interim condensed consolidated financial statements

(Unaudited, in United States dollars)

For the three and six months ended June 30, 2022 and 2021

27. Financial instruments

(continued)

The fair value of the trading price consideration was determined using a Monte Carlo simulation methodology that included simulating the share price using a risk-neutral Geometric Brownian Motion-based pricing model over 500,000 iterations.

The methodology recorded the likelihood of the share price achieving the price hurdle associated with the payout and calculated the discounted value of the payout based on the share price on the date the price hurdle was met and the corresponding

20-day

volume-weighted average price.


Key Inputs	June 30, 2022			December 31, 2021			June 30, 2021
Key unobservable inputs
Expected volatility		65	%		65	%		63	%
Key observable inputs
Share price	$	0.65		$	1.39		$	5.58
Risk-free interest rate		2.87	%		0.79	%		0.36	%
Dividend yield		0	%		0	%		0	%
Number of shares		21,969,238			21,850,404			21,793,363

A 15% change in the volatility assumption will have the following impact on the fair value of the contingent consideration:


Change in volatility	June 30, 2022			December 31, 2021			June 30, 2021
+15%	$	57,701		$	1,597,743			17,527,095
-15%	$	(5,521	)	$	(528,968	)		(20,712,326	)

(ii) Other

– As part of the acquisition of LCV that occurred on January 15, 2021, the Company could be required to issue shares to former shareholders based on certain liabilities, the final settlement of which is contingent on the outcome of certain events. During the three months ended March 31, 2022, the remaining contingency was resolved and as a result, the number of shares to be issued related to that portion became fixed. The contingent consideration was remeasured to $299,014 based on the fixed number of shares to be issued to the former LCV shareholders and reclassified as equity. The remeasurement is included in the change in fair value of contingent consideration in the interim condensed consolidated statement of operations and comprehensive (loss) income.

Interest risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is subject to minimal interest rate risk.

Credit risk

Credit risk arises from deposits with banks, security deposits, trade receivables, notes receivable and other receivables.


	Gross		Allowance			Net
Cash	$	125,993,248	$	—		$	125,993,248
Restricted cash and restricted cash equivalents		6,718,009		—			6,718,009
Accounts receivable (i)		4,976,978		(2,148,246	)		2,828,732
Security deposits		1,231,629		—			1,231,629
Notes receivables (ii)		6,219,082		(5,007,030	)		1,212,052

	$	145,138,946	$	(7,155,276	)	$	137,983,670

(i) For trade receivables, the Company does not hold any collateral as security but mitigates this risk by dealing with counterparts that management has determined to be financially sound and, accordingly, does not anticipate significant loss due to

non-performance.

The Company determines the allowance for doubtful accounts by firstly allowing for specific receivables that are

at-risk

non-collection,

and then applying a standard percentage by bucket of aging to the remainder. The gross accounts receivable by aging are laid out below:

F-2

TPCO Holding Corp.

Notes to the interim condensed consolidated financial statements

(Unaudited, in United States dollars)

For the three and six months ended June 30, 2022 and 2021

27. Financial instruments

(continued)

As at June 30, 2022 the Company’s aging of receivables was as follows:


	June 30, 2022
0 - 30 days	$	1,706,018
31 - 60 days		336,242
61 - 90 days		359,852
91 – 120 days		126,192
Over 120 days		2,448,674

Gross receivables		4,976,978
Less allowance for doubtful accounts		(2,148,246	)

	$	2,828,732

(ii) For notes and other receivables, the Company determines the allowance for doubtful accounts by considering, for each debtor, if there has been any indication that a loss has been incurred. In making that determination, the Company considers the credit rating of the debtor as well as any collateral that underlies the receivable. Refer to Note 6 for additional information.

28. Fair value measurement

The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as at June 30, 2022 and the associated gains (losses) for the six months ended June 30, 2022:


	Carrying amount		Fair value		Level 1		Level 3		Gains (losses)
Equity securities	$	827,400	$	827,400	$	827,400	$	—	$	(33,096	)
Debt securities		1,088,028		1,088,028		—		1,088,028		—

Total investments	$	1,915,428	$	1,915,428	$	827,400	$	1,088,028	$	(33,096	)

Contingent consideration – trading price consideration	$	5,522	$	5,522	$	—	$	5,522	$	569,165
Contingent consideration—other		—		—		—		—		69,430

Total contingent consideration (Note 27)	$	5,522	$	5,522	$	—	$	5,522	$	638,595

F-2

TPCO Holding Corp.

Notes to the interim condensed consolidated financial statements

(Unaudited, in United States dollars)

For the three and six months ended June 30, 2022 and 2021

29. VIE arrangements

As discussed in Note 10, the Company has determined it is the primary beneficiary of VIEs and as such, the Company has consolidated the financial position, results of operations and cash flows of these VIEs. All intercompany balances and transactions between the Company and these VIEs are eliminated in the interim condensed consolidated financial statements.

The aggregate carrying values of the VIEs’ assets and liabilities, after elimination of any intercompany transactions and balances, in the interim condensed consolidated balance sheets were as follows:


	June 30, 2022		December 31, 2021
Assets
Current assets
Cash	$	2,713,347	$	1,754,929
Restricted cash		3,578,513		6,443,076
Accounts receivable, net		104,449		91,004
Income tax receivable		—		162,073
Inventory		1,726,370		1,199,662
Prepaid expenses and other current assets		1,409,604		1,401,117

Total current assets		9,532,283		11,051,861
Property and equipment, net		5,780,597		5,110,894
Goodwill		36,253,294		36,253,294
Intangible assets		23,450,833		25,471,611
Right-of-use assets—operating		11,584,278		12,199,466

Total assets	$	86,601,285	$	90,087,126

Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	6,026,640	$	6,724,680
Consideration payable – current portion		1,679,072		1,331,724
Operating lease liability- current portion		532,418		935,346

Total current liabilities		8,238,130		8,991,750
Operating lease liabilities		11,590,421		11,681,587
Deferred tax liabilities		6,569,724		7,563,419
Consideration payable		827,251		1,827,515

Total liabilities	$	27,225,526	$	30,064,271

The assets and liabilities in the table above include the carrying value of the goodwill, intangible assets and fair value adjustments recognized as a result of the business combination. Included in restricted cash is $3,578,513 (December 31, 2021 - $6,443,076) that is only available to settle certain VIE obligations, and the creditors of $5,202,555 (December 31, 2021 - $7,953,367) of the liabilities have no recourse against the Company.

30. Comparative figures

Certain comparative figures have been restated where necessary to conform with current period presentation.

F-2

TPCO Holding Corp.

Notes to the interim condensed consolidated financial statements

(Unaudited, in United States dollars)

For the three and six months ended June 30, 2022 and 2021

31.

COVID-19

In March 2020, the World Health Organization categorized coronavirus disease 2019

(“COVID-19”)

as a pandemic.

COVID-19

continues to impact the U.S. and other countries across the world, and the duration and severity of its effects remain unknown. The Company continues to implement and evaluate actions to maintain its financial position and support the continuity of its business and operations in the face of this pandemic and other events.

The Company’s priorities during the

COVID-19

pandemic continue to be protecting the health and safety of its employees and its customers, following the recommended actions of government and health authorities. In the future, the pandemic may cause reduced demand for the Company’s products and services if, for example, the pandemic results in a recessionary economic environment or potential new restrictions on business operations or the movement of individuals.

The

COVID-19

outbreak in the United States has caused business disruption both to the Company and throughout its customer base and supply chain through mandated and voluntary closings of many businesses. While this disruption is expected to negatively impact The Company’s operating results, the related financial impact and duration cannot be reasonably estimated at this time. The Company has taken and continues to take, important steps to protect its employees, customers and business operations since the beginning of the pandemic.

The Company has incurred incremental costs to implement proactive measures to prevent the spread of

COVID-19.

Additionally, the Company closely monitors its supply chain and third-party product availability in light of the pandemic. To date, the business has not experienced negative consequences due to interruptions in its supply chain. However, the Company continues to undertake preemptive measures to ensure alternate supply sources as needed.

32. Subsequent events

Share issuance

Subsequent to June 30, 2022, the Company issued 86,205

shares for RSUs and PSUs vested.

F-2

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Introduction

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read together with other information, including our unaudited interim condensed consolidated financial statements and the related notes to those statements included in Part I, Item 1 of this Quarterly Report (the “Interim Financial Statements”). Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report contains certain information that may constitute forward-looking information and forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, and under Canadian securities laws (collectively, “Forward-Looking Statements”) which are based upon the Company’s current internal expectations, estimates, projections, assumptions and beliefs. Such statements can be identified by the use of forward-looking terminology such as “expect”, “likely”, “may”, “will”, “should”, “intend”, “anticipate”, “potential”, “proposed”, “estimate” and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions “may” or “will” happen, or by discussions of strategy. Forward-Looking Statements include estimates, plans, expectations, opinions, forecasts, projections, targets, guidance, or other statements that are not statements of fact. Forward-Looking Statements in this Quarterly Report include, but are not limited to, statements with respect to:

•

the performance of the Company’s business and operations;

•

the Company’s expectations regarding revenues, expenses, liquidity and anticipated cash needs, including the Company’s ability to grow revenue and reach long-term profitability;

•

the Company’s ability to reduce its operating expenses and cash burn rate;

•

the Company’s ability to complete future strategic alliances and the expected impact thereof;

•

expected future sources of financing;

•

the expected future business strategy, competitive strengths, goals, expansion and growth of the Company’s business, including operations and plans, new revenue streams and cultivation and licensing assets;

•

the implementation and effectiveness of the Company’s distribution platform, including;

•

the expected impact of the Company’s agreement to transition its wholesale distribution to Nabis;

•

expectations with respect to future production costs;

•

the expected methods to be used by the Company to distribute cannabis;

•

the competitive conditions of the industry;

•

laws and regulations and any amendments thereto applicable to the business and the impact thereof;

•

the competitive advantages and business strategies of the Company;

•

the application for additional licenses and the grant of licenses or renewals of existing licenses that have been applied for;

•

the Company’s future product offerings;

•

the anticipated future gross margins of the Company’s operations;

•

the Company’s ability to source and operate facilities in the United States;

•

the Company’s ability to source select investment opportunities and complete future targeted acquisitions, the ability to finance any such acquisitions, and the expected impact thereof;

•

expansion into additional U.S. and international markets;

•

expectations of market size and growth in the United States and the states in which the Company operates or contemplates future operations;

•

expectations for regulatory and/or competitive factors related to the cannabis industry generally; and

•

general economic trends.

Certain of the Forward-Looking Statements contained herein concerning the cannabis industry and the general expectations of the Company concerning the cannabis industry are based on estimates prepared by the Company using data from publicly available governmental sources as well as from market research and industry analysis and on assumptions based on data and knowledge of the cannabis industry which the Company believes to be reasonable. However, although generally indicative of relative market positions, market shares and performance characteristics, such data is inherently imprecise. While the Company is not aware of any misstatement regarding any industry or government data presented herein or information presented herein which is based on such data, the cannabis industry involves risks and uncertainties that are subject to change based on various factors, which factors are described further below.

Forward-Looking Statements contained in this Quarterly Report reflect management’s current beliefs, expectations and assumptions and are based on information currently available to management, management’s historical experience, perception of trends and current business conditions, expected future developments and other factors which management considers appropriate. With respect to the Forward-Looking Statements contained in this Quarterly Report, the Company has made assumptions regarding, among other things (i) its ability to generate cash flows from operations and obtain any necessary financing on acceptable terms; (ii) general economic, financial market, regulatory and political conditions in which the Company operates; (iii) the output from the Company’s operations; (iv) consumer interest in the Company’s products; (v) competition; (vi) anticipated and unanticipated costs; (vii) government regulation of the Company’s activities and products and in the areas of taxation and environmental protection; (viii) the timely receipt of any required regulatory approvals; (ix) the Company’s ability to obtain qualified staff, equipment and services in a timely and cost efficient manner; (x) the Company’s ability to conduct operations in a safe, efficient and effective manner; (xi) the Company’s ability to meet its future objectives and priorities; (xii) the Company’s access to adequate capital to fund its future projects and plans; (xiii) the Company’s ability to execute on its future projects and plans as anticipated; (xiv) industry growth rates; and (xv) currency exchange and interest rates.

Readers are cautioned that the above list of cautionary statements is not exhaustive. Known and unknown risks, many of which are beyond the control of the Company, could cause actual results to differ materially from the Forward-Looking Statements in this Quarterly Report. Such lists include, without limitation, those discussed under the heading “Risk Factors” in Company’s Annual Report on Form

10-K

for the year ended December 31, 2021 filed with the SEC on March 31, 2022 (our “2021 Form

10-K”)

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 purpose of Forward-Looking Statements is to provide the reader with a description of management’s expectations, and such Forward-Looking Statements may not be appropriate for any other purpose. You should not place undue reliance on Forward-Looking Statements contained in this Quarterly Report. Although the Company believes that the expectations reflected in such Forward-Looking Statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Forward-Looking Statements contained herein are made as of the date of this Quarterly Report and are based on the beliefs, estimates, expectations and opinions of management on the date such Forward-Looking Statements are made. The Company undertakes no obligation to update or revise any Forward-Looking Statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such Forward-Looking Statements, except as required by applicable law. The Forward-Looking Statements contained in this Quarterly Report are expressly qualified in their entirety by this cautionary statement.

Results for First Six Months of 2021 Do Not Reflect Complete Period

Our financial results for the six month period ended June 30, 2021 (“H1 2021”) did not include operating results form January 1, 2021 to January 15, 2021 due to the fact that our qualifying transaction, pursuant to which the Company’s business operations began, closed on January 15, 2021 (the “Qualifying Transaction”). Accordingly, our results of operations are not necessarily comparable between the six months ended June 30, 2022 and the six months ended June 30, 2021.

Part 1—Business Overview

The Company is a consumer-focused cannabis company based in the United States focused on the recreational and wellness markets. The Company’s operations in California are focused on building winning brands supported by its omni-channel ecosystem. The Company’s platform was designed to create one of the most socially responsible and culturally impactful companies in the United States, producing consistent, well-priced products and culturally relevant brands that are distributed to third-party retailers as well as

direct-to-consumer

via the Company’s delivery service and strategically located storefront retail locations across California. A portfolio of products and brands that appeal to a broad range of user groups, need-states and occasions, offered at many price points, and with various brand value propositions, are produced at thigh caliber of quality through integrated cultivation and manufacturing. The Company believes its delivery and storefront retail outlets will allow it to achieve high gross-margins on many of its products, forge

one-on-one

relationships between its brands and consumers and collect proprietary consumer data and insights.

The Company’s operational footprint spans cultivation, manufacturing, brands, retail and delivery. The management team and directors of the Company bring together deep expertise in cannabis, consumer packaged goods, investing and finance from

start-ups

to publicly traded companies. The Company aims to leverage the collective industry experience of its management and directors.

As at June 30, 2022, the Company views its business as having the following two sales channels:

Omni-channel retail (retail, pick up and, delivery): the Company currently operates eleven omni-channel retail locations (three in northern California, three in central California, and five in southern California) and four consumer delivery hubs.

Wholesale: the Company directly sells first party (i.e., produced

in-house)

products into approximately 500 dispensaries across California via its partnership with Nabis, a leading cannabis wholesale platform in California. Additional wholesale revenue comes from sales of sourced bulk flower and oil produced

in-house.

The low margin bulk flower and oil production business is being strategically scaled down to prioritize higher-margin activities, reduce complexity and conserve cash.

Through a combination of (i) professional leadership (ii) omni-channel operations, (iii) technology and data driven practices, (iv) brand and product expertise, and (v) social justice and equity advocacy, the Company intends to set the example globally as a

best-in-class

cannabis operation. The Company is actively evaluating cost reductions and business optimization to reduce its cash burn in the near term.

Beginning in 2022, the Company changed its mergers & acquisitions strategy going forward to be more opportunistic and selective rather than as a core function to achieve rapid growth.

Second Quarter Highlights

Profitability – Gross Margin Improvement & Cost Reduction

The Company’s operations team is focusing its plans on two key activities with the aim of improving the overall profitability and health of the business and reducing cash burn: 1) increasing gross margin and 2) reducing costs.

•

Product / Retail Focus Areas

•

Leveraging vendor relationships to improve speed to consumers and product cost

•

Omni-channel consolidation of stores and delivery in one location – reduces fixed costs and inventory management complexity by eliminating stand-alone delivery depots unless such depots achieve volume metrics necessary to be profitable

•

Logistics Consolidation

•

Distribution center consolidation – reduces fixed costs and inventory management complexity

•

Outsourcing logistics to industry-leading platforms – reduces complexity and increases revenue by leveraging their sales platforms to access more business-to-business customers in the wholesale space as demonstrated by our recent agreement to transition our wholesale distribution activities to Nabis, a leading cannabis wholesale platform in California. This is expected to immediately reduce annual payroll expense with further savings to be realized from the reduction in operational complexity and expense synergies. The wholesale agreement includes the Company’s entire wholesale portfolio and will utilize a multi-channel sales platform to reach its current and prospective customers as well as providing the Company with additional data to better serve its customers.

•

Real Estate Optimization

•

The Company has renegotiated several long-term leases and subleased excess real estate

•

As previously announced, the Company completed the sale and leaseback of its property on Pullman Avenue, San Jose, California. The Company received $6,000,000 in cash promptly upon signing and a $500,000 promissory note receivable over five years. The Company leased back the space for a ten year term with an option to terminate early after five years and with two five-year options to extend the term at a base rent of $552,500

Senior Leadership Changes

On June 6, 2022, the Company announced the appointment of Roz Lipsey as Executive Vice President of Operations & Wholesale. In this newly created role, Ms. Lipsey will focus on implementing operational efficiencies and cost saving initiatives across the Company as well as the continued growth of the Company’s omni-channel retail platform.

New

In-Store

Initiatives

The Company implemented the following

in-store

initiatives during the three months ended June 30, 2022 (“Q2 2022”) to drive omni-channel retail sales growth:

•

New interactive displays improving the retail counter experience; adding shelving to pull live product to the sales floor keeping budtenders engaged with the customer

•

“Smell before you buy” experience by adding bud pod tables to create an interactive customer experience with our flower assortment

•

Added a Blaze Bar experience

where customers can learn how to roll a joint, dab, understand terpenes, or take a cannabis education workshop

•

The Parent Company—Pure Beauty partnership to launch cannabis pre-rolls, with billboard advertising featuring rapper and songwriter, Timbaland

•

Focus on promoting higher margin TPCO first party products sales at all locations with “daily deals”.

Subsequent Events

East Coast Expansion

On July 6, 2022, the Company announced its first out of California state licensing and cultivation production agreement (the “Licensing Agreement”) with Curio Wellness (“Curio”). The agreement will bring the Company’s brands and products to the State of Maryland with anticipated market launch in late 2022.

Initial brands to be introduced under the terms of the Licensing Agreement include Monogram, Caliva, Mirayo by Santana, Deli and other TPCO owned brands, in a variety of product form factors including jarred fresh flower, prerolls, premium vapes, and infused gummies and chocolates. Some of the products will feature signature strains of cannabis cultivated by Curio in collaboration with The Parent Company. The Parent Company brands are expected to initially be available at Curio’s Far & Dotter dispensaries, with broad wholesale distribution to dispensaries across the State of Maryland to follow.

Under the terms the Licensing Agreement, Curio will exclusively manufacture, distribute, market and sell the Company’s branded products in the State of Maryland according to the product specifications and quality standards established by the Parent Company. The Licensing Agreement has an initial term of four years with further renewal terms and anticipates a potential expanded partnership into additional states.

Social Equity

On July 1, 2022, the Company agreed to make a

follow-on

$200,000 investment in its existing Josephine & Billies investment. Women founded and led, Josephine and Billie’s is LA’s first cannabis speakeasy that gives Women of Color a tailored cannabis experience. It’s inclusive, communal and puts the needs of Women of Color at the forefront. The Parent Company is proud to make this

follow-on

investment to provide Josephine & Billies the funds needed to build a sustainable business.

Share Issuance

Subsequent to June 30, 2022, the Company issued 86,205 shares.

Results of Operations

TPCO Holding Corp.

Interim condensed consolidated statements of operations and comprehensive (loss) income


	Three-months ended						Six-months ended
	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021
Sales, net of discounts	$	27,378,430		$	54,203,157		$	60,609,621		$	94,120,545
Cost of sales		20,828,391			49,422,133			45,875,200			82,296,401

Gross profit		6,550,039			4,781,024			14,734,421			11,824,144

Impairment loss		2,429,530			16,868,720			2,429,530			74,899,107
Operating expenses		34,119,119			43,016,086			74,734,562			105,987,920

Loss from operations		(29,998,610	)		(55,103,782	)		(62,429,671	)		(169,062,883	)
Other income (expense)
Interest expense		(1,260,262	)		(1,421,363	)		(2,510,830	)		(2,595,235	)
Gain on debt forgiveness		—			3,358,686			—			3,358,686
Loss on disposal of assets		(63,314	)		(3,519,665	)		(317,787	)		(3,519,665	)
Change in fair value of investments		(330,960	)		349,212			(33,096	)		349,212
Change in fair value of contingent consideration		249,973			51,724,912			638,595			182,818,766
Other income		789,209			2,783,425			1,097,165			2,673,176

		(615,354	)		53,275,207			(1,125,953	)		183,084,940

Loss before income taxes		(30,613,964	)		(1,828,575	)		(63,555,624	)		14,022,057
Income tax expense		131,279			7,653,074			(463,593	)		10,863,696

Loss and comprehensive loss	$	(30,482,685	)	$	5,824,499			(64,019,217	)	$	24,885,753

Loss and comprehensive loss attributable to controlli		(30,123,075	)		5,824,499			(63,814,952	)		24,885,753
Loss and comprehensive loss attributable to non-con		(359,610	)		—			(204,265	)		—

		(30,482,685	)		5,824,499			(64,019,217	)		24,885,753

During Q2 2022 the Company focused on optimizing its operations and leveraging the assets it acquired in 2021 to achieve higher gross margins and reduce cash burn. Our results for the six months ended June 30, 2022 include the various higher margin omni-channel retail growth acquisitions we made during 2021 including: Martian Delivery, LLC (“Martian Delivery”) (during Q3 2021), Kase’s Journey Inc. (“Kase’s Journey”) (during Q3 2021), Calma and Coastal (both during Q4 2021).

During Q2 2022, the Company is focused on its higher margin omni-channel retail business and scaling down its lower gross margin bulk wholesale business which has also experienced price compression. This strategy has shifted the revenue mix significantly between the periods and resulted in a substantial $26,824,727 headline consolidated revenue decline from revenues of $54,203,157 in Q1 2021 to Q2 2022 revenues of $27,378,430. The Company notes that the second quarter 2022 over second quarter 2021 growth in omni-channel retail revenue is $7,071,313 absolute dollar terms or 60% on a percentage basis. The consolidated revenue decline is attributed to the managed shift away from the low margin bulk wholesale business which experienced a $33,896,040 or 80% revenue decline in Q2 2022 as compared to Q2 2021.

Despite the $26,824,727 revenue decline (49.5% on a percentage basis) from Q2 2021 to Q2 2022, the Company was able to increase its gross margin by $1,769,015 or 37% in the same comparative periods given the higher margin nature of its omni-channel retail business.

The Company’s loss from operations for the three and six months ended June 30, 2022 totaled $29,998,610 and $62,429,6741 compared with $55,103,782 and $169,062,883, respectively, for the three and six months ended June 30, 2021, representing a substantial improvement. Q2 2022 operating expenses of $34,119,119 represents a $8,896,967, or 20.7%, decrease over Q2 2021 operating expenses of $43,016,086 as the Company works to implements its target of $30 million of annual operating expense savings by the end of 2022. The Company is focused on reducing further reducing operating expenses and associated operating losses in the coming quarters.

Sales Revenue

Revenue by sales channel for the three and six months ended June 30, 2022 compared to June 30, 2021 was as follows:


	Three months ended				Six months ended
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Omni-channel retail		18,951,671		11,880,358		38,039,008		21,578,471
Wholesale		8,426,759		42,322,799		22,570,613		72,542,074

	27,378,430		54,203,157		60,609,621		94,120,545

Omni-channel retail (Retail, Pick up, Delivery)

As of June 30, 2022, the Company operated eleven retail locations and four consumer delivery hubs. We have four store brands, Caliva, Deli by Caliva, Coastal and Calma.

Revenues earned from omni-channel retail sales in the three and six months ended June 30, 2022 totaled $18,951,671 and $38,039,008 respectively, compared with $11,880,358 and $21,578,471 in the comparative period ended June 30, 2021. The second quarter 2022 over second quarter 2021 growth in omni-channel retail revenue is $7,071,313 absolute dollar terms or 60% on a percentage basis. The Company achieved this very strong omni-channel retail growth as the comparative period did not include the financial results contributed by Kase’s Journey, Martian Delivery, Coastal and Calma all of which were acquired subsequent to June 30, 2021. Further, the Company changed the product mix to increase sales of first party

in-house

branded product revenues at its acquired dispensaries which generates higher gross margins over third party product offerings.

Q2 2022 omni-channel retail revenue of $18,951,671 is materially consistent compared with Q1 2022 omni-channel retail revenues of $19,087,337. The Company is focusing on rationalizing its business for profitability at this time rather than growth.

During Q2 2022, the Company launched several new products including new Caliva strains available only through retail & delivery locations:

•

Indica: GMO, Hibachi

•

Hybrid: Gush Mints, Jawbreaker

•

Sativa: Pineapple Express, Durban Poison, Hawaiian Fanta

The Company also launched a new SKU offering with Deli Greens 14 gram and 28 gram package sizes which have been well received.

The Company’s Coastal Stockton location was voted the best dispensary in San Joaquin by USA Today.

Wholesale

The Company directly sells first party and selected third party products into approximately 500 dispensaries across California, leveraging

in-house

sales teams, as well as the two wholesale distribution centers in San Jose and Costa Mesa, respectively. Our Wholesale segment also includes the bulk business and consists primarily of distillate oil manufacturing, and bulk flower sales. This low margin business is being scaled down.

Revenues earned from the Wholesale sales channel in Q2 2022 totaled $8,426,759 compared with $42,322,799 in Q2 2021, representing a decrease of $33,896,040, or 80%. The decrease is primarily due to the Company dropping very low margin products and scaling down the business due to a significant price compression in flower and distillate oil in the California market. As a result of the strategic review on the Wholesale business, the Company has decided to outsource logistics to industry-leading platforms to reduce complexity and increase revenue by leveraging their sales platforms to access more business-to-business customers in the wholesale space. This is demonstrated by the Company’s recent agreement to transition its wholesale distribution activities to Nabis, a leading cannabis wholesale platform in California. This transition is expected to immediately reduce annual payroll expense by $1.4 million with further savings to be realized from the reduction in operational complexity and expense synergies. The wholesale agreement includes the Company’s entire wholesale portfolio and will utilize a multi-channel sales platform to reach its current and prospective customers as well as providing the Company with additional data to better serve its customers

Gross Profit

Gross Profit reflects our revenue less our cost of sales costs primarily consisting of labor, materials, consumable supplies, overhead, amortization of production equipment, shipping, packaging and other expenses required to produce cannabis products.

The Company’s gross profit for Q2 2022 was $6,550,036 (23.9% as a percentage of revenue), an increase of $1,769,015 or 37% from gross profit of $4,781,024 (8.8% as a percentage of revenue) for Q2 2021. The Company $1,769,015, or 37%, increase in gross profit in Q2 2022 as compared to Q2 2021 was achieved while revenues declined $26,827,272, or 49.5%, in the same periods.

The significant increase in gross profit is a result of the Company scaling down its low margin wholesale business and focusing on higher margin omni-channel retail augmented by margin enhancing initiatives. These initiatives have included:

•

implementing consistent pricing in the acquired Coastal dispensaries to have parity across the Company network of dispensaries;

•

working with brands on clearing aged inventory if product isn’t selling through;

•

creating curated menus based on market driven by customer demand in order to offer an optimal product mix; and

•

working with vendors to seek lower pricing on products which do not achieve the Company’s gross margin targets and/ or raising prices for such products if vendor concessions are not achievable.

Operating Expenses


	Three-months ended					Six-months ended
	June 30, 2022		June 30, 2021			June 30, 2022		June 30, 2021
General and administrative	$	9,113,932	$	11,144,063			22,744,814	$	20,504,895
Allowance for doubtful accounts		411,440		(87,494	)		2,661,146		86,617
Sales and marketing		3,725,562		6,517,245			7,141,299		35,512,990
Salaries and benefits		10,538,278		10,404,165			21,243,781		18,221,282
Stock compensation expense		1,461,093		5,710,385			3,703,170		13,838,164
Lease expense		2,204,325		1,149,681			4,102,152		2,318,668
Depreciation and amortization of ROU		997,434		929,281			2,096,633		1,923,202
Amortization of intangible assets		5,667,055		7,248,760			11,041,567		13,582,102

		$34,119,119	$	43,016,086			74,734,562	$	105,987,920

Operating expenses primarily include salaries and benefits, professional fees, rent and facilities expenses, travel-related expenses, advertising and promotion expenses, licenses, fees and taxes, office supplies and pursuit expenses related to outside services, stock-based compensation and other general and administrative expenses.

For the three and six months ended June 30, 2022, the Company recorded operating expenses of $34,119,119 and $74,734,562 respectively compared with $43,016,086 and $105,987,920 in the three and six months ended June 30, 2021 comparative periods. Q2 2022 operating expenses of $34,119,119 represents a $8,896,967, or 20.7%, decrease over Q2 2021 operating expenses of $43,016,086 as the Company works to reduce its operating expenses.

General and administrative costs decreased to $9,113,932 in Q2 2022 from $11,144,063 in Q2 2021. The decrease in general administrative expenses is due mainly to lower professional fees and savings from cost reduction initiatives.

The allowance for doubtful accounts was $411,440 in Q2 2022 compared with a $87,494 recovery in Q2 2021. The increased allowance reflects management’s estimates for credit losses on various trade receivables.

Salaries and benefits totaled $10,538,278 in Q2 2022 compared to $10,404,165 in Q2 2021. The $134,113 or 1.3% increase is a result of the consolidation of additional head count acquired via the Coastal, Martian, Kase and Calma acquisitions net of restructuring efficiencies.

Lease expense increased to $2,204,325 in the three months ended June 30, 2022 from $1,149,681 in the comparative period reflect the numerous acquisitions made during 2021 which are consolidated in the financial results for the three months ended June 30, 2022 whereby the Company increased the number of lease properties and its California footprint, as well as the Pullman property sale and lease back arrangement.

Share based compensation expense decreased to $1,461,093 in Q2 2022 from $5,710,385 in Q2 2021. Share based compensation is a

non-cash

expense and fluctuates with the number of restricted stock units (“RSUs”) granted in a period and the stock price. The decrease in stock-based compensation expense was primarily attributable to the significant number of RSUs granted in connection with the Qualifying Transaction, as well as the fact that the market price of our common shares was lower in Q2 2022 than it was in Q2 2021.

Depreciation of property, plant & equipment of $997,434 in Q2 2022 is comparable with the $929,281 depreciation expense recorded in Q2 2021.

Amortization of intangible assets decreased to $5,667,055 in Q2 2022 from $7,248,760 in Q2 2021 due to impairment charges recorded in 2021 which reduced our intangible asset balances.

Non-Cash

Impairment

In accordance with Accounting Standard Codification (ASC) Topic 350, the Company is required to assess its goodwill and other indefinite-lived intangible assets for impairment annually or in between tests if events or changes in circumstances indicate the carrying value of its assets may not be recovered. Further, under ASC 360, the Company is required to assess definite lived-intangible assets and long-lived assets whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.

In Q2 2022, the Company did not observe any triggers suggesting impairment and thus an impairment test was not performed. The Company did record $2,429,530 of impairment charges in Q2 2022 related mainly to capitalized

right-of-use

assets associated with real estate leases that were restructured as part of lease

re-negotiations.

In Q2 2021, the Company recorded impairment of $16,868,720 associated with the disposal of its

non-THC

business. The impairment charge is an adjustment that did not affect the Company’s cash position.

Other Items

Interest (expense)

In Q2 2022 the Company recorded interest expense of $1,260,262 compared with $1,421,363 for Q2 2021, the majority of which relates to interest expense on lease accounting for the Company’s

right-of-use

assets.

Contingent consideration

In Q2 2022, the Company recorded a gain on the change in the fair value of contingent consideration of $249,973 compared to $51,724,912 in Q2 2021. The Company agreed to pay certain contingent consideration in connection with its Qualifying Transaction. This contingent consideration will be fair valued at each

quarter-end

and the gain or loss recorded in the statement of operations and comprehensive income (loss) will be inversely related to the movement in the price of the Company’s common shares.

Net Income (loss) and Comprehensive Income (Loss)

In Q2 2022, the Company recorded net loss of $30,482,685 compared with net income of $5,824,499 in Q2 2021. The net income recorded by the Company in Q2 2021 was due primarily to the recognition of a $51,724,912

non-cash

revaluation gain on certain contingent consideration.

Management’s Use of

Non-GAAP

Measures

This MD&A contains certain financial performance measures, including “EBITDA” and “Adjusted EBITDA,” that are not recognized under generally accepted accounting principles in the United States (“GAAP”) and do not have a standardized meaning prescribed by GAAP. As a result, these measures may not be comparable to similar measures presented by other companies. For a reconciliation of these measures to the most directly comparable financial information presented in the Interim Financial Statements in accordance with GAAP, see the section entitled “Reconciliation of

Non-GAAP

Measures” of this MD&A.

EBITDA

We believe EBITDA is a useful measure to assess the performance of the Company as it provides more meaningful operating results by excluding the effects of expenses that are not reflective of our underlying business performance and other

one-time

non-recurring

expenses. We define “EBITDA” as net income (loss) before (i) depreciation and amortization; (ii) income taxes; and (iii) interest expense and debt amortization.

Adjusted EBITDA

We believe Adjusted EBITDA is a useful measure to assess the performance of the Company as it provides more meaningful operating results by excluding the effects of expenses that are not reflective of our underlying business performance and other

one-time

non-recurring

expenses. We define “Adjusted EBITDA” as EBITDA adjusted to exclude extraordinary items,

non-recurring

items and, other

non-cash

items, including, but not limited to (i) stock-based compensation expense, (ii) fair value change in contingent consideration and investments measured at Fair Value Through Profit and Loss

(“FVPL”)(iii) non-recurring

legal and professional fees, human-resources, inventory and collections-related expenses, (iv) intangible and goodwill impairments and loss on disposal of assets, and (v) transaction costs related to merger and acquisition activities

Reconciliation of

Non-GAAP

Measures

A reconciliation of EBITDA and Adjusted EBITDA to the most directly comparable measure determined under GAAP is set out below.


	Three-months ended						Six-months ended
	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021
Net loss and comprehensive loss	$	(30,482,685	)	$	5,824,499		$	(64,019,217	)	$	24,885,753
Income taxes		(131,279	)		(7,653,074	)		463,593			(10,863,696	)
Depreciation and amortization		6,664,489			8,178,041			13,138,200			15,505,304
Interest expense		1,260,262			1,421,363			2,510,830			2,595,235

EBITDA		(22,689,213	)		7,770,829			(47,906,594	)		32,122,596

Adjustments:
Share based compensation expense		1,461,093			5,710,385			3,703,170			13,838,164
Other non-recurring items:
Fair value change of contingent consideration		(249,973	)		(51,724,912	)		(638,595	)		(182,818,766	)
Change in fair value of investments at FVPL		330,960			(349,212	)		33,096			(349,212	)
Loss on disposal of assets		317,787			3,519,665			317,787			3,519,665
Impairment loss		2,429,530			16,868,720			2,429,530			74,899,107
Other taxes		—			2,243,441			—			2,243,441
De-SPAC costs		—			1,003,567			2,178,536			3,621,807
Restructuring costs		—			1,834,166			—			2,378,782
Sales and marketing expense		—			—			—			28,610,675

Adjusted EBITDA	$	(18,399,816	)	$	(13,123,351	)	$	(39,883,070	)	$	(21,933,741	)

EBITDA

The Company’s EBITDA loss for Q2 2022 was $22,689,213, a decrease of $30,460,042 from Q2 2021 when the Company recorded positive EBITDA of $7,770,829 due to the $51,724,912 revaluation gain on contingent consideration recognized in Q2 2021.

Adjusted EBITDA

The Company’s Adjusted EBITDA loss for Q2 2022 was $18,399,816, an increase of $5,276,465 from the $13,123,351 loss for Q2 2021. The increased loss is primarily due the various businesses acquired in 2021 being integrated and the comparative period including $5,080,174 of

one-off

adjustment related to the Qualifying Transaction and restructuring costs and a Canadian one time tax associated with the proceeds repaid to the redeeming shareholders in connection with the Qualifying Transaction. The Company is undertaking several initiatives to improve profitability and reduce cash burn as described in this MD&A.

The Company’s management views Adjusted EBITDA as the best measure of its underlying operating performance.

Liquidity and Capital Resources

We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. As at June 30, 2022, The Parent Company had cash and cash equivalents of $125,993,248 compared with cash and cash equivalents of $165,310,609 as at December 31, 2021.

Cash and cash equivalents are predominately invested in liquid securities issued by the United States government.

In evaluating our capital requirements, including the impact, if any, on our business from the

COVID-19

pandemic, and our ability to fund the execution of our strategy, we believe we have adequate available liquidity to enable us to meet our working capital and other operating requirements, fund growth initiatives and capital expenditures, settle our liabilities and repay scheduled principal and interest payments on debt for at least the next twelve months.

Our objective is to generate sufficient cash to fund our operating requirements and expansion plans. Since the closing of the Qualifying Transaction on January 15, 2021, we have incurred net operating losses. However, management is confident in the Company’s ability to grow revenue and reach long-term profitability. We also expect to have access to public capital markets through our listing on the NEO Exchange, and continue to review and pursue selected external financing sources to ensure adequate financial resources. These potential sources include, but are not limited to (i) obtaining financing from traditional or

non-traditional

investment capital organizations; (ii) obtaining funding from the sale of our common shares or other equity or debt instruments; and (iii) obtaining debt financing with lending terms that more closely match our business model and capital needs. There can be no assurance that we will gain adequate market acceptance for our products or be able to generate sufficient positive cash flow to achieve our business plans, that additional capital or other types of financing will be available when needed, or that these financings will be on terms favorable to the Company or at all.

We expect to continue funding operating losses as we ramp up our operations with our available cash. Therefore, we are subject to risks including, but not limited to, our inability to raise additional funds through debt and/or equity financing to support our continued development, including capital expenditure requirements, operating requirements and to meet our liabilities and commitments as they come due.

Off-Balance

Sheet Arrangements

As of the date hereof the Company does not have any

off-balance

sheet financing arrangements and has not guaranteed any debt or commitments of other entities or entered into any options on

non-financial

assets.

Contractual Obligations

The Company leases real estate used for dispensaries, production plants, and corporate offices. Lease terms for real estate generally range from 1 to 16.5 years. Most leases include options to renew for varying terms at the Company’s sole discretion. Lease terms for these assets generally range from 1 to 2 years. Certain leases include escalation clauses or payment of executory costs such as property taxes, utilities, or insurance and maintenance. Rent expense for leases with escalation clauses is accounted for on a straight-line basis over the lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The following table provides the components of lease cost:


	Three months ended				Six months ended
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Operating lease costs	$	2,014,895	$	1,070,432	$	3,838,973	$	2,188,520
Short term lease expense		189,430		79,249		263,179		130,148

Lease expense		2,204,325		1,149,681		4,102,152		2,318,668

Finance lease cost:
Amortization of lease assets		392,190		603,148		785,724		1,059,711
Interest on lease liabilities		1,116,715		1,333,974		2,221,316		2,265,053

Finance lease cost		1,508,905		1,937,122		3,007,040		3,324,764

Total lease costs	$	3,713,230	$	3,086,803	$	7,109,192	$	5,643,432

The maturity of the contractual undiscounted lease liabilities as of June 30, 2022:


	Operating Lease		Finance Lease
Remainder of 2022	$	2,510,807	$	2,261,935
2023		5,541,232		4,625,156
2024		5,189,434		4,763,910
2025		4,980,290		4,906,828
2026		4,768,404		5,054,033
Thereafter		24,012,148		64,884,896

Total undiscounted lease liabilities		47,002,315		86,496,758
Interest on lease liabilities		18,694,106		49,718,527

Total present value of minimum lease payments		28,308,209		36,778,231
Lease liability – current portion		1,644,812		47,656

Lease liability	$	26,663,397	$	36,730,575

Marketing Agreement (“MA”)

The Company has engaged a third-party for strategic and promotional services. During the six months ended June 30, 2021, the Company issued 2,376,425 common shares in settlement of the initial $25,000,000. As the shares vested immediately, the full amount of the $25,000,000 has been recognized as an expense in operating expenses during the six months ended June 30, 2021.

The Company recognized an expense of $1,363,635 and $2,727,272 during the three and six months ended June 30, 2022, respectively (three and six months ended June 30, 2021 - $1,363,636 and $2,727,273) in operating expenses as a sales and marketing expense. As at June 30, 2022, the cash-settled liability is $4,143,938 (December 31, 2021 - $5,166,666).

Brand Strategy Agreement (“BSA”)

The Company is party to the BSA, whereby the Company receives the services of Shawn C. Carter p/k/a

JAY-Z’s

related promotion and advertising for the remaining

non-cancellable

period of 5 years. The Company is committed to settle $21,500,000 in either cash or common shares at the option of the counterparty over the remaining

non-cancellable

period.

The Company is recognizing the cost associated with the arrangement over the same period it is receiving services.

During the three and six months ended June 30, 2022, the Company recognized an expense of $1,104,167 and $2,208,333, respectively (three and six months ended June 30, 2021 - $1,104,167 and $2,208,333, respectively) in operating expenses related to this arrangement and $1,391,898 accounts payable and accrued liabilities as at June 30, 2022 (December 31, 2021 - $2,183,565). During the six months ended June 30, 2022, the Company made a cash payment of $3,000,000 (June 30, 2022 - $2,000,000).

The agreement can be terminated by the counterparty in certain circumstances, including a change in control of the Company or an involuntary

de-listing.

Mosaic.Ag

On May 16, 2021, the Company entered into a membership interest purchase agreement (the “Membership Interest Purchase Agreement”) to obtain leasehold interests of approximately 10 years duration in each of four

one-acre

parcels of land that are licensed for outdoor cannabis grow (collectively, the “Outdoor Grow Properties”). On May 21, 2021 (the “Effective Date”), the Company entered into series of cultivation and supply agreements with each of the leaseholders of the Outdoor Grow Properties and Mosaic. AG, Inc. (“Mosaic.Ag”), pursuant to which Mosaic.Ag agreed to cultivate cannabis on each of the Outdoor Grow Properties on the Company’s behalf for a period commencing on the Effective Date of and ending at least three years from the closing of the transactions contemplated by the Membership Interest Purchase Agreement, with options to extend for up to five years (the “Cultivation and Supply Agreements”). Under the terms of the Membership Interest Purchase Agreement, as of the Effective Date, the Company and Mosaic.Ag obtained access to the Outdoor Grow Properties and began to commence cannabis cultivation activities under the Cultivation and Supply Agreements. The purchase price under the Membership Interest Purchase Agreement is $6,000,000 in cash, $2,500,000 in common shares of the Company payable on the closing date (with the number of shares issued based on the volume-weighted average price per common share for the ten consecutive trading days prior to the closing date) and up to 1,309,263 common shares of the Company subject to an earnout based on the production value of cannabis grown on the Outdoor Grow Properties over the twenty-four months following the Effective Date. The closing of the transactions contemplated by the Membership Interest Purchase Agreement are dependent on the satisfaction of various closing conditions, multiple of which were not met by the end of the second quarter of 2022 as required by the Membership Interest Purchase Agreement. Further, Mosaic.Ag was unable to produce sufficient quantities of biomass according to Company quality standards and pursuant to the Cultivation Supply Agreements. For the foregoing reasons, TPCO delivered to Mosaic on June 30, 2022, notice of its exercise of its contractual rights to terminate each of the Cultivation and Supply Agreements and the Membership Interest Purchase Agreement effective on such date. Pursuant to the terms of the Membership Interest Purchase Agreement, on the Effective Date, the Company advanced to the seller $5,650,000 secured by a promissory note, which note is now past its maturity date. Pursuant to the terms of the Cultivation and Supply Agreements, the Company made payments for cannabis product in advance based on a projected aggregate yield, with Mosaic owing a refund for any overpayment in the event of the actual yield (as measured at the conclusion of the growing season) being less than the projected yield, which event did transpire, triggering a refund owed to Company of approximately $1,500,000. There can be no assurance the promissory note and/or the overpayment amount will be repaid in full. The Company expects to pursue repayment of such debts through appropriate legal actions.

Cash Flow

The table below highlights our cash flows for the periods indicated:


	Six-months ended
	June 30, 2022			June 30, 2021
Cash provided by (used in)
Operating activities
Net (loss) income	$	(64,019,217	)	$	24,885,753
Adjustments for items not involving cash
Impairment loss		2,429,530			74,899,107
Change in fair value of investments		33,096			(349,212	)
Interest expense		2,510,830			2,595,235
Interest income		(48,417	)		—
Allowance for accounts and notes receivable		2,478,142			119,193
Loss on lease termination		41,074			—
Loss on disposal of assets		317,787			3,519,665
Gain on debt forgiveness		—			(3,358,686	)
Depreciation and amortization		13,138,200			15,505,304
Shares issued for long-term strategic contracts		—			25,000,000
Stock compensation expense		3,282,923			13,838,164
Non-cash marketing expense		2,727,272			2,439,394
Non-cash operating lease expense		3,838,973			2,188,250
Fair value change of contingent consideration		(638,595	)		(182,818,766	)
Deferred taxes		(1,971,875	)		(14,445,626	)
Repayment of lease liabilities		(4,611,772	)		(2,638,885	)
Net changes in non-cash working capital items		(3,978,891	)		(43,371,911	)

Total operating		(44,470,940	)		(81,993,021	)

Financing activities
Proceeds from notes receivable		1,572,712			—
Proceeds from private placement		—			51,635,000
Proceeds from exercise of options		—			12,972
Redemption of Class A shares		—			(264,318,686	)
Repayment of finance lease liabilities		(2,228,507	)		(1,288,164	)
Repayment of consideration payable		(766,666	)		(872,021	)
Repayment of line of credit		—			(1,000,000	)

Total financing		(1,422,461	)	$	(215,830,899	)

Investing activities
Advances for investments		(150,000	)		—
Net cash paid in business combinations		—			(28,143,886	)
Advances for not receivable		—			(5,650,000	)
Advances for investments at FVPL		—			(900,000	)
Proceeds from sale of property and equipment		6,176,473			10,818,537
Purchases of property and equipment		(2,314,113	)		(1,278,834	)

Total investing		3,712,360			(25,154,183	)
Net change in cash during the year		(42,181,041	)		(322,978,103	)
Cash, restricted cash and cash equivalents
Beginning of period	$	174,892,298		$	582,622,025

End of period	$	132,711,257		$	259,643,922

Operating Activities

Cash used in operating activities in the six months ended June 30, 2022 totaled $44,470,940 as compared to cash used in operating activities of $81,993,021 in the comparative six month period ended June 30, 2021. In the six months ended June 30, 2022, the cash used in operating activities represents an average operating cash burn rate of $6,748,675 per month excluding changes in

non-cash

working capital. The Company is evaluating a number of options to improve operating results, including: subleasing excess real estate, combining operations for lower performing locations, closing or disposing of

non-core

assets, and general and administrative cost reductions.

In the comparative six month period ending June 30, 2021, the Company settled significant payables related to its Qualifying Transaction which closed on January 15, 2021, resulting in the much higher use of cash of $81,993,021.

Financing Activities

Cash used in financing activities totaled $1,422,461 in the six months ended June 30, 2022 compared with cash used of $215,830,899 in the comparative six month period ended June 30, 2021. In the six months ended June 30, 2022, the Company settled $2,228,507 lease liabilities associated with its real estate, $766,666 of consideration payable related to its Coastal acquisition offset by $1,572,712 received primarily from a legal settlement and the remainder from the sale of

non-core

assets. The six months end June 30, 2021 includes a payment of $264,318,686 in connection with the redemption of Class A restricted voting shares on closing the Qualifying Transaction.

Investing Activities

Cash provided by investing activities totaled $3,712,360 in the six months ended June 30, 2022 compared with cash used of $25,154,183 in the comparative six month period ended June 30, 2021. In the six months ended June 30, 2022, the Company invested $150,000 in its SEV investment Digistrains, received $6,176,463 of proceeds from the sale of property, plant and equipment primarily associated with the sale and leaseback transaction at its Pullman property invested $2,314,113 of property plant and equipment to support its operations. The comparative six month period ended June 30, 2021 includes $28,143,886 of cash paid as part of the Qualifying Transaction.

Commitments and Contingencies

California Operating Licenses

The Company’s primary activity is the cultivation, manufacturing and sale of adult use cannabis pursuant to California law. However, this activity is not in compliance with the United States Controlled Substances Act (the “CSA”). The Company’s assets are potentially subject to seizure or confiscation by governmental agencies and the Company could face criminal and civil penalties for noncompliance with the CSA. Management of the Company believes the Company is in compliance with all California and local jurisdiction laws and monitor the regulatory environment on an ongoing basis along with counsel to ensure the continued compliance with all applicable laws and licensing agreements.

The Company’s operation is sanctioned by the State of California and local jurisdictions. Due to the uncertainty surrounding the Company’s noncompliance with the CSA, the potential liability from any

non-compliance

cannot be reasonably estimated, and the Company may be subject to regulatory fines, penalties or restrictions in the future.

Effective January 1, 2018, the State of California allowed adult use cannabis sales. Beginning on January 1, 2018, the State began issuing temporary licenses that expired 120 days after issuance for retail, distribution, manufacturing and cultivation permits. Temporary licenses could be extended

in 90- day

increments by the State upon submission of an annual license application. All temporary licenses had been granted extensions by the State during 2018.

In September 2019, Senate Bill 1459 (SB 1459) was enacted which enabled state licensing authorities to issue provisional licenses through 2021. A provisional license could be issued if an applicant submitted a completed annual license application to the California Bureau of Cannabis Control. A completed application for purposes of obtaining a provisional license is not the same as a sufficient application to obtain an annual license. The provisional cannabis license, which is valid for 12 months from the date issued, is said to be in between a temporary license and an annual license and allows a cannabis business to operate as they would under local and state regulations. Licensees issued a provisional license are expected to be diligently working toward completing all annual license requirements in order to maintain a provisional license. The Company obtained its provisional licenses in 2019 and continues to work with the State to obtain annual licensing.

The Company’s prior licenses obtained from the local jurisdictions it operated in have been continued by such jurisdictions and are necessary to obtain state licensing.

The Company has received annual licenses from its local jurisdiction in which it actively operates. Although the Company believes it will continue to receive the necessary licenses from the State of California to conduct its business in a timely fashion, there is no guarantee the Company or its clients will be able to do so and any failure to do so may have a negative effect on the Company’s business and results of operations.

Social Equity Fund

The Company formed a wholly owned subsidiary to serve as its social equity fund during the during 2021 with a planned $10,000,000 investment and a planned annual contribution of at least 2% of net income from the Company. Through June 30, 2022, the Company has invested approximately $1,150,000 in three investments being Stanton Brands (dba Josephine & Billie’s), Peakz LLC and Digistrains. In July 2022, the Company committed an additional $200,000 to Stanton Brands as a

follow-on

investment.

Share Capital and Capital Management

As of June 30, 2022, the Company had 100,884,163 common shares and 35,837,500 common share purchase warrants (the “Warrants”) issued and outstanding. The Warrants are exercisable at an exercise price of $11.50 and will expire on January 15, 2026. The Company may accelerate the expiry date of the outstanding Warrants (excluding the Warrants held by Subversive Capital Sponsor LLC in certain circumstances) by providing 30 days’ notice, if and only if, the closing price of the Company’s common shares equals or exceeds $18.00 per common share (as adjusted for stock splits or combinations, stock dividends, extraordinary dividends, reorganizations and recapitalizations) for any 20 trading days within

a 30-trading

day period.

The Company has an equity incentive plan (the “Equity Incentive Plan”) that permits the grant of stock options, RSUs, deferred share units, performance share units and stock appreciation rights to

non-employee

directors and any employee, officer, consultant, independent contractor or advisor providing services to the Company or any affiliate. As of June 30, 2022, a total of 4,218,896 RSUs and 2,360,000 PSUs were outstanding under the Equity Incentive Plan.

Prior to closing of the Qualifying Transaction, Caliva maintained the CMG Partners, Inc. 2019 Stock Option and Grant Plan (the “Caliva EIP”), which permitted awards of common stock in Caliva. In connection with the Qualifying Transaction, Caliva and the Company agreed that the Company would maintain the Caliva EIP and that outstanding awards thereunder will entitle the holder to receive Common Shares. There are currently 553,840 options to purchase up to 553,840 Common Shares under the Caliva EIP outstanding. No further awards will be granted under the Caliva EIP.

Prior to closing of the Qualifying Transaction, LCV maintained the Amended and Restated 2018 Equity Incentive Plan (the “LCV Equity Plan”) which authorized LCV to grant to its employees, directors and consultants stock options and other equity-based awards. In connection with the Qualifying Transaction, LCV and the Company agreed that the Company would maintain the LCV Equity Plan and that outstanding awards thereunder will entitle the holder to receive Common Shares. There are currently 9,206 options to purchase up to 9,206 Common Shares under the LCV Equity Plan outstanding. No further awards will be granted under the LCV Equity Plan.

The Company manages its capital with the following objectives:

•

To ensure sufficient financial flexibility to achieve the ongoing business objectives including of future growth opportunities, and pursuit of accretive acquisitions; and

•

To maximize shareholder return through enhancing the share value.

The Company considers its capital to be total equity. The Company manages capital through its financial and operational forecasting processes. The Company reviews its working capital and forecasts its future cash flows based on operating expenditures, and other investing and financing activities. Selected information is provided to the Board of Directors of the Company. The Company’s capital management objectives, policies and processes have remained unchanged during the six months ended June 30, 2022 and year ended December 31, 2021. The Company is not subject to any external capital requirements.

Intellectual Property

The Company has a portfolio of industry leading products and brands. As part of the Company’s brand strategy, it strives to protect its proprietary products and brand elements and its brand as California’s premier consumer cannabis product company. Intellectual property (“IP”) protection is pursued both in its ability to sell products and brands through first “Freedom to Operate” searches and subsequently, reviewing proprietary and protectable claims, branding, technology, or design assets. The Company evaluates opportunities for IP protection from cultivation and strain development, in manufacturing and processes, and for its portfolio of finished goods. The Company’s IP protection ranges from trademarks to patents to trade secrets and covers anything from cultivation, genetics, product development, packaging development, claims, operations, information technology, and branding.

Additionally, the Company partners from time to time with other companies and pursues further IP protection through licensing and collaboration with those partners.

The Company seeks to protect its proprietary information, in part, by executing confidentiality agreements with third parties and partners and

non-disclosure

and invention assignment agreements with its employees and consultants. These agreements are designed to protect its proprietary information and ensure ownership of technologies that are developed through its relationship with the respective counterparty. The Company cannot guarantee, however, that these agreements will afford it adequate protection of its intellectual property and proprietary information rights.

Competitive Conditions

As the Company is vertically integrated it competes on multiple fronts, from manufacturing to retail to delivery, and experience competition in each of these areas. From a retail perspective, the Company competes with other licensed retailers and delivery companies in the geographies where retail and delivery services are located. These other retailers range from small local operators to more significant operators with a presence throughout the State of California and other states in the United States. From a product perspective, the Company competes with other manufactures of brands for shelf space in third-party owned dispensaries throughout California. Similar to certain competitors in the retail space, the Company competes with manufacturers ranging in size from small local operators to significant operators with a larger presence. Indirectly, the Company competes with the illicit market, including many illegal dispensaries.

Specialized Knowledge, Skills, Resources & Equipment

Knowledge with respect to cultivating and growing cannabis is important in the medical cannabis industry. The nature of growing cannabis is not substantially different from the nature of growing other agricultural products. Variables such as temperature, humidity, lighting, air flow, watering and feeding cycles are meticulously defined and controlled to produce consistent product and to avoid contamination.

The Company grows or procures the primary component of its finished products, namely cannabis. The Company’s cultivation operations are dependent on a number of key inputs and their related costs including raw materials and supplies related to its growing operations, as well as electricity, water and other utilities.

Staff with suitable horticultural and quality assurance expertise are generally available on the open market. The Company also requires client care staff, which will grow as its business grows. Customer care staff are also generally available on the open market.

Equipment used is specialized but is readily available and not specific to the cultivation of cannabis. Subject to available funding, the Company does not anticipate any difficulty in obtaining equipment.

The Company anticipates an increased demand for skilled manpower, energy resources and equipment in connection with the Company’s expected continued growth.

UNITED STATES REGULATORY ENVIRONMENT

Cannabis Industry Regulation

On February 8, 2018, the Canadian Securities Administrators revised their previously released Staff

Notice 51-352

Issuers with U.S.

Marijuana-Related Activities

(“

Staff Notice

51-352

”), which provides specific disclosure expectations for issuers that currently have, or are in the process of developing, cannabis-related activities in the United States as permitted within a particular state’s regulatory framework. All issuers with U.S. cannabis-related activities are expected to clearly and prominently disclose certain prescribed information in prospectus filings and other required disclosure documents. As a result of the Company’s existing operations in California, the Company is providing the following disclosure pursuant to Staff

Notice 51-352.

The Company derives a substantial portion of its revenues from state legalized: (i) cannabis, and products containing cannabis, used by someone 21 or older that is not a medical cannabis patient (where use may include inhalation, consumption, or application) (“

Adult-Use

Cannabis

”) and (ii) to a lesser extent, cannabis and products containing cannabis used by medical cannabis patients in accordance with applicable state law, but for which no drug approval has been granted by the United States Food and Drug Administration (where use may include inhalation, consumption, or application) (“

Medical-Use

Cannabis

”) ((i) and (ii) collectively “

Regulated Cannabis

”). The Regulated Cannabis industry is illegal under U.S. Federal Law. The Parent Company is directly involved (through its licensed subsidiaries) in both the

Adult-Use

Cannabis and

Medical-Use

Cannabis industry in the State of California which has legalized and regulated such industries.

The United States federal government regulates certain drugs through the Controlled Substances Act (21 U.S.C. §§

801-971)

(the “

CSA

”) and through the Food, Drug & Cosmetic Act (21 U.S.C. §§

301-392)

(the “

FDCA

”). The CSA schedules controlled substances, including “marihuana” (defined as all parts of the plant

cannabis sativa L.

containing more than 0.3 percent THC), based on their approved medical use and potential for abuse. Marihuana (also referred to as cannabis) and THC (“except for tetrahydrocannabinols in hemp”) are each classified as Schedule I controlled substances (21 U.S.C. § 812(c)). The Drug Enforcement Administration (“

DEA

”), an agency of the U.S. Department of Justice (the “

DOJ

”) defines Schedule I drugs, substances or chemicals as “drugs with no currently accepted medical use and a high potential for abuse.” The United States Food and Drug Administration (the “

FDA

”), which implements and enforces the FDCA, regulates, among other things, drugs used for the diagnosis or treatment of diseases. The FDA has not approved cannabis as a safe and effective treatment for any medical condition, and regularly issues

cease-and-desist

letters to manufacturers of CBD products making health claims to consumers in contravention of the FDCA. The FDA has approved drugs containing THC and CBD, individual cannabinoids in the plant

cannabis sativa L.

, for a narrow segment of medical conditions.

State laws that permit and regulate the cultivation, production, distribution, sale and use of

Medical-Use

Cannabis or

Adult-Use

Cannabis are in direct conflict with the CSA, which makes cannabis and THC distribution and possession federally illegal. Although certain states and territories of the U.S. authorize Medical- Use Cannabis or

Adult-Use

Cannabis production and distribution by licensed or registered entities, under U.S. federal law, the possession, cultivation, and/or transfer of cannabis and THC is illegal and any such acts are criminal acts under any and all circumstances under the CSA. Additionally, any cultivation, manufacture, possession, distribution and/or sale of cannabis accessories, in states without laws expressly permitting such activity, are also federally illegal activity under the CSA. Although the Company’s activities are believed to be compliant with applicable California state and local law, strict compliance with state and local laws with respect to cannabis does not absolve the Company of liability under United States federal law, nor does it provide a defense to any federal proceeding which may be brought against the Company.

As of June 30, 2022, 37 U.S. states, and the District of Columbia and the territories of Guam, Puerto Rico, the U.S. Virgin Islands, and the Northern Mariana Islands have legalized the cultivation and sale of

Medical-Use

Cannabis, with at least six of the remaining states expected to pass such legalization measures within the next 12 months. In 18 U.S. states, the sale and possession of both

Medical-Use

Cannabis and

Adult-Use

Cannabis has been legalized, though due to the time period between a state’s legalization of commercial cannabis activities and the completion of its regulatory framework and marketplace launch, the purchase of

Adult-Use

Cannabis is currently possible in 12 states, with the remainder of the currently-legal states to commence sales activities in 2022 or 2023. The District of Columbia has legalized

Adult-Use

Cannabis but has not yet permitted the commercial sale of Adult Use Cannabis, however,

Adult-Use

sales are expected to commence in 2022. Eleven states have also enacted

low-THC

high-CBD

only laws for medical cannabis patients. The sale and possession of both

Medical-Use

Cannabis and

Adult-Use

Cannabis is legal in the State of California, subject to applicable licensing requirements and compliance with applicable conditions. Included in the numbers above are ballot initiatives to legalize

Adult-Use

Cannabis which passed in November 2020, with Arizona commencing

Adult-Use

sales in January 2021, New Jersey and Montana to commence

Adult-Use

sales in 2022, South Dakota to commence

Adult-Use

sales in 2023, and Mississippi enacting

Medical-Use

cannabis legislation in January 2022, following a successful ballot initiative and subsequent invalidation on technical grounds by the Mississippi State Supreme Court.

Under President Barack Obama, the U.S. administration attempted to address the inconsistencies between federal and state regulation of cannabis in a memorandum which then-Deputy Attorney General James Cole sent to all United States Attorneys on August 29, 2013 (the “

2013 Cole Memorandum

”) outlining certain priorities for the DOJ relating to the prosecution of cannabis offenses. The 2013 Cole Memorandum noted that in jurisdictions that have enacted laws legalizing or decriminalizing Regulated Cannabis in some form and that have also implemented strong and effective regulatory and enforcement systems to control the cultivation, processing, distribution, sale and possession of Regulated Cannabis, conduct in compliance with those laws and regulations is less likely to be a priority at the federal level. The DOJ did not provide (and has not provided since) specific guidelines for what regulatory and enforcement systems would be deemed sufficient under the 2013 Cole Memorandum. In light of limited investigative and prosecutorial resources, the 2013 Cole Memorandum concluded that the DOJ should be focused on addressing only the most significant threats related to cannabis, a

non-exhaustive

list of which was enumerated therein.

On January 4, 2018, U.S. Attorney General Jeff Sessions formally issued a new memorandum (the “

Sessions Memorandum

”), which rescinded all “previous nationwide guidance specific to marijuana enforcement,” including the 2013 Cole Memorandum. The Sessions Memorandum stated, in part, that current law reflects “Congress’ determination that Cannabis is a dangerous drug and Cannabis activity is a serious crime”, and Mr. Sessions directed all U.S. Attorneys to enforce the laws enacted by Congress by following well-established principles when pursuing prosecutions related to cannabis activities. There can be no assurance that the federal government will not enforce federal laws relating to cannabis in the future. As a result of the Sessions Memorandum, federal prosecutors are now free to utilize their prosecutorial discretion to decide whether to prosecute cannabis activities despite the existence of State-level laws that may be inconsistent with federal prohibitions. No direction was given to federal prosecutors in the Sessions Memorandum as to the priority they should ascribe to such cannabis activities, and resultantly it is uncertain how active U.S. federal prosecutors will be in relation to such activities.

The Company believes it is still unclear what prosecutorial effects will be created by the rescission of the 2013 Cole Memorandum. The Company believes that the sheer size of the Regulated Cannabis industry, in addition to participation by state and local governments and investors, suggests that a large- scale enforcement operation would more than likely create unwanted political backlash for the DOJ and the Biden administration in certain states that heavily favor decriminalization and/or legalization. Regardless, cannabis and THC remain Schedule I controlled substances at the federal level, and neither the 2013 Cole Memorandum nor its rescission has altered that fact. The federal government of the United States has always reserved the right to enforce federal law in regard to the manufacture, distribution, sale and disbursement of

Medical-Use

Cannabis or

Adult-Use

Cannabis, even if state law permits such cultivation, manufacture, distribution, sale and disbursement. The Company believes, from a purely legal perspective, that the criminal risk today remains similar to the risk on January 3, 2018. It remains unclear whether the risk of enforcement has been altered. Additionally, under United States federal law, it is a violation of federal money laundering statutes for financial institutions to take any proceeds from the sale of Regulated Cannabis or any other Schedule I controlled substance. Canadian banks are likewise hesitant to deal with cannabis companies, due to the uncertain legal and regulatory framework of the industry. Banks and other financial institutions, particularly those that are federally chartered in the United States, could be prosecuted and possibly convicted of money laundering for providing services to Regulated Cannabis businesses. While Congress is considering legislation that may address these issues, there can be no assurance that such legislation passes.

Despite these laws, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“

FinCEN

”) issued a memorandum on February 14, 2014 (the “

FinCEN Memorandum

”) outlining the pathways for financial institutions to bank state-sanctioned Regulated Cannabis businesses in compliance with federal enforcement priorities. The FinCEN Memorandum echoed the enforcement priorities of the 2013 Cole Memorandum and stated that in some circumstances, it is possible for banks to provide services to cannabis-related businesses without risking prosecution for violation of federal money laundering laws. Under these guidelines, financial institutions must submit a Suspicious Activity Report (“

SAR

”) in connection with all cannabis-related banking activities by any client of such financial institution, in accordance with federal money laundering laws. These cannabis-related SARs are divided into three categories-cannabis limited, cannabis priority, and cannabis terminated-based on the financial institution’s belief that the business in question follows state law, is operating outside of compliance with state law, or where the banking relationship has been terminated, respectively. On the same day that the FinCEN Memorandum was published, the DOJ issued a memorandum (the “

2014 Cole Memorandum

”) directing prosecutors to apply the enforcement priorities of the 2013 Cole Memorandum in determining whether to charge individuals or institutions with crimes related to financial transactions involving the proceeds of cannabis-related conduct. The 2014 Cole Memorandum has been rescinded as of January 4, 2018, along with the 2013 Cole Memorandum, removing guidance that enforcement of applicable financial crimes against state-compliant actors was not a DOJ priority.

However, former Attorney General Sessions’ rescission of the 2013 Cole Memorandum and the 2014 Cole Memorandum has not affected the status of the FinCEN Memorandum, nor has the Department of the Treasury given any indication that it intends to rescind the FinCEN Memorandum itself. Though it was originally intended for the 2014 Cole Memorandum and the FinCEN Memorandum to work in tandem, the FinCEN Memorandum is a standalone document which explicitly lists the eight enforcement priorities originally cited in the 2013 Cole Memorandum. As such, the FinCEN Memorandum remains intact, indicating that the Department of the Treasury and FinCEN intend to continue abiding by its guidance. However, FinCEN issued further guidance on December 3, 2019, in which it acknowledged that the Agricultural Improvement Act of 2018 (the “

Farm Bill

”) removed hemp as a Schedule I controlled substance and authorized the United States Department of Agriculture (“

USDA

”) to issue regulations governing, among other things, domestic hemp production. The guidance states that because hemp is no longer a controlled substance under federal law, banks are not required to file SARs on these businesses solely because they are engaged in the growth or cultivation of hemp in accordance with applicable laws and regulations. The guidance further notes that for hemp-related customers, banks are expected to follow standard SAR procedures, and file a SAR if indicia of suspicious activity warrants. FinCEN noted in its December 2019 guidance that the 2014 SAR reporting structure for cannabis remains in place even with the passage of the Farm Bill and this additional guidance related to hemp. FinCEN confirmed this point in guidance issued on June 29, 2020, and clarified that, if proceeds from cannabis-related activities are kept separate, a SAR filing is only required for the cannabis-related part of a business that engages in both cannabis and hemp activity.

Although the 2013 Cole Memorandum has been rescinded, one legislative safeguard for the

Medical-Use

Cannabis industry has historically remained in place: Congress adopted a

so-called

“rider” provision to the fiscal years 2015, 2016, 2017, and 2018, 2019 and 2020 and 2021. Consolidated Appropriations Acts (currently referred to as the “

Rohrabacher/Blumenauer Amendment

”) to prevent the federal government from using congressionally appropriated funds to enforce federal cannabis laws against regulated

Medical-Use

Cannabis actors operating in compliance with state and local law. On March 15, 2022, the Rohrabacher/Blumenauer Amendment was renewed through the signing of the fiscal year 2022 omnibus bill, which extended the protections of the Amendment through September 30, 2022. The Rohrabacher/Blumenauer Amendment may or may not be included in a subsequent omnibus appropriations package or a continuing budget resolution. Should the Rohrabacher/Blumenauer Amendment not be renewed upon expiration in subsequent spending bills, there can be no assurance that the federal government will not seek to prosecute cases involving medical cannabis businesses that are otherwise compliant with State law. Such potential proceedings could involve significant restrictions being imposed upon the Company.

The United States Congress has passed appropriations bills each of the last four years that have not appropriated funds for prosecution of cannabis offenses of individuals who are in compliance with state medical cannabis laws. American courts have construed these appropriations bills to prevent the U.S. federal government from prosecuting individuals when those individuals comply with state law relating to approved medical uses. However, because this conduct continues to violate U.S. federal law, American courts have observed that should Congress at any time choose to appropriate funds to fully prosecute the CSA, any individual or business—even those that have fully complied with state law—could be prosecuted for violations of U.S. federal law. And if Congress restores funding, the government will have the authority to prosecute individuals for violations of the law that took place before received funding under the CSA’s five-year statute of limitations.

In recent years, certain temporary federal legislative enactments that protect the

Medical-Use

Cannabis and industry have also been in effect. For instance, cannabis businesses that are in strict compliance with state law receive a measure of protection from federal prosecution by operation of a temporary appropriations measures that has been enacted into law as an amendment (or “

rider

”) to federal spending bills passed by Congress and signed by Presidents Obama, Trump and Biden. First adopted in the Appropriations Act of 2015, Congress has included in successive budgets since a “rider” that prohibits the DOJ from expending any funds to enforce any law that interferes with a state’s implementation of its own medical cannabis laws. The rider, discussed above, is known as the “

Rohrbacher-Blumenauer

” Amendment, and now known colloquially as the “

Joyce-Amendment

” after its most recent sponsors. The rider was renewed on March 15, 2022 through the signing of the FY 2022 omnibus spending bill, which extended the protections of the Amendment through September 30, 2022.

Despite the legal, regulatory, and political obstacles the Regulated Cannabis industry currently faces, the industry has continued to grow. Under certain circumstances, the federal government may repeal the federal prohibition on cannabis and thereby leave the states to decide for themselves whether to permit Regulated Cannabis cultivation, production and sale, just as states are free today to decide policies governing the distribution of alcohol or tobacco. Until that happens, the Company faces the risk of federal enforcement and other risks associated with the Company’s business.

To the knowledge of management of the Company, there have not been any statements or guidance made by federal authorities or prosecutors regarding the risk of enforcement action in California.

The Company’s objective is to capitalize on the opportunities presented as a result of the changing regulatory environment governing the cannabis industry in the United States. Accordingly, there are a number of significant risks associated with the business of the Company. Unless and until the United States Congress amends the CSA with respect to

Medical-Use

Cannabis or

Adult-Use

Cannabis, there is a risk that federal authorities may enforce current federal law, and the business of the Company may be deemed to be producing, cultivating, extracting, or dispensing “marihuana” or aiding or abetting or otherwise engaging in a conspiracy to commit such acts in violation of U.S. federal law.

The Company has received and continues to receive legal input, in verbal and written form (including opinions when required), regarding (a) compliance with applicable state and local regulatory frameworks and (b) potential exposure and implications arising from U.S. federal law in certain respects.

The 2013 Cole Memorandum and the Rohrabacher/Blumenauer Amendment gave

Medical-Use

Cannabis operators and investors in states with legal regimes greater certainty regarding federal enforcement as to establish Regulated Cannabis businesses in those states. While the Sessions Memorandum has introduced some uncertainty regarding federal enforcement, the Regulated Cannabis industry continues to experience growth in legal

Medical-Use

Cannabis and

Adult-Use

Cannabis markets across the United States. U.S. Attorney General Jeff Sessions resigned on November 7, 2018. Nonetheless, there is no guarantee that state laws legalizing and regulating the sale and use of cannabis will not be repealed or overturned, even under a Biden Administration’s DOJ or that local governmental authorities will not limit the applicability of state laws within their respective jurisdictions. Unless and until the United States Congress amends the CSA with respect to cannabis and THC (and as to the timing or scope of any such potential amendments there can be no assurance), there is a risk that federal authorities may enforce current U.S. federal law.

Despite the expanding market for Regulated Cannabis, traditional sources of financing, including bank lending or private equity capital, are lacking which can be attributable to the fact that cannabis remains a Schedule I substance under the CSA. These traditional sources of financing are expected to remain scarce unless and until the federal government legalizes cannabis cultivation and sales.

Exposure to U.S. Marijuana Related Activities

The Company operates in the United States through various subsidiaries and other entities pursuant to arrangements with third-parties on arm’s length terms as more specifically described herein. As of the date hereof, a majority of the Company’s business was directly derived from U.S. cannabis-related activities. As such, a majority of the Company’s balance sheet and operating statement for periods following closing of the Qualifying Transaction will reflects exposure to U.S. cannabis related activities.

California Regulatory Landscape

In 1996, California was the first state to legalize

Medical-Use

Cannabis through Proposition 215, the Compassionate Use Act of 1996. This legislation legalized the use, possession and cultivation of cannabis by patients with a physician recommendation for treatment of cancer, anorexia, AIDS, chronic pain, spasticity, glaucoma, arthritis, migraine, or any other illness for which cannabis provides relief.

In 2003, Senate Bill 420 was signed into law establishing

not-for-profit

medical cannabis collectives and dispensaries, and an optional identification card system for

Medical-Use

Cannabis patients.

In September 2015, the California legislature passed three bills collectively known as the Medical Cannabis Regulation and Safety Act (“

MCRSA

”). The MCRSA established a licensing and regulatory framework for

Medical-Use

Cannabis businesses in California. The system created multiple license types for dispensaries, infused products manufacturers, cultivation facilities, testing laboratories, transportation companies, and distributors. Edible infused product manufacturers would require either volatile solvent or

non-volatile

solvent manufacturing licenses depending on their specific extraction methodology. Multiple agencies would oversee different aspects of the program and businesses would require a state license and local approval to operate. However, in November 2016, voters in California passed Proposition 64, the Adult Use of Marijuana Act (“

AUMA

”), creating an

Adult-Use

Cannabis program for adults 21 years of age or older. In June 2017, the California State Legislature passed Senate Bill No. 94, known as Medicinal and

Adult-Use

Cannabis Regulation and Safety Act (“

MAUCRSA

”), which amalgamated MCRSA and AUMA and provided for a set of regulations to govern a medical and

adult-use

licensing regime for cannabis businesses in the State of California. The four agencies that regulate cannabis at the state level are the Bureau of Cannabis Control (“

BCC

”), CalCannabis at the California Department of Food and Agriculture (“

CalCannabis

”), and the Manufactured Cannabis Safety Branch California Department of Public Health (“

MCSB

”), and California Department of Tax and Fee Administration. MAUCRSA went into effect on January 1, 2018. MAUCRSA was then amended and restated in July 2021 through the annual budget trailer bill process to, among other things, consolidate the three state licensing

agencies-BCC,

CalCannabis and MCSB-into a single licensing authority known as the Department of Cannabis Control (“

DCC

”). Subsequent to the agency consolidation, the newly formed DCC consolidated the three separate sets of BCC, CalCannabis, and MCSB regulations into a single set of state regulations, which regulations went into effect as of September 27, 2021.

To legally operate a

Medical-Use

Cannabis or

Adult-Use

Cannabis business in California, the operator must generally have both a local and state license. This requires license holders to operate in cities with cannabis licensing programs. Therefore, counties and cities in California are allowed to determine the number of licenses they will issue to cannabis operators, or can choose to outright ban the siting of cannabis operations in their jurisdictions.

California Licensing Requirements

A storefront retailer license with an

“M-designation”

permits (i) the purchase of cannabis goods that are “For Medical Use Only” from licensed distributors (ii) the sale of such medicinal cannabis goods to medicinal cannabis patients age 18 years of age or older in California who possesses a physician’s recommendation. Only certified physicians may provide medicinal cannabis recommendations. A storefront retailer license with an

“A-designation”

permits the sale of cannabis and cannabis products to any individual age 21 years of age or older regardless of whether they possess a physician’s recommendation. A storefront retailer license with both the

M-

and A- designations is permitted to do all of the above described in this paragraph. Where the local jurisdiction permits, a state storefront retailer license allows the retailer to engage in delivery of cannabis goods to retail customers. A

non-storefront

license permits the same delivery activity, but does not permit the licensee to operate a retail storefront.

A distribution license permits the license holder to engage in the procurement, storage, required regulatory and compliance testing, sale to certain licensed entities within the State of California, and transport of cannabis and cannabis products between licensees.

adult-use

or medicinal cultivation license permits cannabis cultivation which means any activity involving the planting, growing, harvesting, drying, curing, grading or trimming of cannabis. Such licenses further permit the production of a limited number of

“non-manufactured

cannabis products” and the sales of cannabis to certain licensed entities within the State of California for resale or manufacturing purposes.

adult-use

or medical manufacturing license permits the manufacturing of “manufactured cannabis products”. Manufacturing includes the compounding, blending, extracting, post-processing refinement, infusion, packaging or repackaging, labeling or relabeling, remediation or other preparation of a cannabis product in the State of California, only cannabis that is grown in the state by a licensed operator can be sold in the state. California neither mandates or prohibits integration, and the state allows licensees to make wholesale purchase of cannabis from, or a distribution of cannabis and cannabis product to, another licensed entity within the state.

Holders of cannabis licenses in California are subject to a detailed regulatory scheme encompassing security, staffing, transport, sales, manufacturing standards, testing, inspections, inventory, advertising and marketing, product packaging and labeling, white labeling, records and reporting, and more. As with all jurisdictions, the full regulations, as promulgated by each applicable state agency, should be consulted for further information about any particular operational area.

California Reporting Requirements

The State of California uses METRC as the state’s

track-and-trace

system used to track commercial cannabis activity and movement across the distribution chain for all state-issued licensees. The system allows for other third-party system integration via application programming interface. Only licensees have access to METRC.

California Storage and Security

To ensure the safety and security of cannabis business premises and to maintain adequate controls against the diversion, theft, and loss of cannabis or cannabis products, California’s retail cannabis businesses are generally required to do the following:

•

limit access to storefront retail premises to medical cannabis patients at least 18 years and older, and adults 21 and over maintain a fully operational security alarm system;

•

contract for professionally-certified security guard services;

•

maintain a video surveillance system that records continuously 24 hours a day;

•

ensure that the facility’s outdoor premises have sufficient lighting;

•

not dispense from its premises outside of permissible hours of operation;

•

limit the daily amount of cannabis goods dispensed to individual customers to prevent diversion;

•

store cannabis and cannabis product only in areas per the premises diagram submitted to and approved by the State of California during the licensing process;

•

store all cannabis and cannabis products in a secured, locked room or a vault; report to local law enforcement and the DCC within 24 hours after discovering the theft, diversion, or loss of cannabis; and

•

ensure the safe transport of cannabis and cannabis products between licensed facilities, maintain a delivery manifest and

QR-code

scannable State license in any vehicle transporting cannabis and cannabis products. Only vehicles registered with the DCC that meet DCC distribution requirements are to be used to transport cannabis and cannabis products.

California Home Delivery Requirements

California law allows certain licensed retailers to deliver cannabis to adult customers at any private address within the state, including within those jurisdictions that have land use and zoning ordinances prohibiting the establishment of commercial cannabis businesses. At least 25 local jurisdictions where cannabis sales are banned sued the state, seeking to overturn the rule allowing home deliveries statewide. As of the date hereof, the suit was dismissed on procedural grounds, and the state regulation stands. To the knowledge of management, there have been no significant enforcement efforts mounted by local governments.

The State of California requires the satisfaction of various regulatory compliance obligations in order to operate a cannabis delivery service. The cannabis license that permits the operation of a storefront dispensary in the State of California (also referred to as a retail license) currently permits that entity to also establish a delivery operation. If an entity does not wish to set up and operate a storefront dispensary location at which it can sell products to customers in person, California has established a separate license which allows for a retail delivery operation (also referred to as a

non-storefront

retail license). California regulations regarding the delivery of cannabis products include the following requirements:

•

All deliveries of cannabis goods must be performed by a delivery employee (at least 21 years of age) who is directly employed by a licensed retailer.

•

All deliveries of cannabis goods must be made in person to a physical address that is not on publicly-owned land or to a building leased by a public agency.

•

Prior to providing cannabis goods to a delivery customer, a delivery employee must confirm the identity and age of the delivery customer (as is required if such customer was purchasing the product in the physical retail store) and ensure that all cannabis goods sold comply with the regulatory requirements.

•

A licensed cannabis entity is permitted to contract with a service that provides a technology platform to facilitate the sale and delivery of cannabis goods, in accordance with all of the following: (1) the licensed cannabis entity does not allow for delivery of cannabis goods by the technology platform service provider; (2) the licensed entity does not share in the profits of the sale of cannabis goods with the technology platform service provider, or otherwise provide for a percentage or portion of the cannabis goods sales to the technology platform service provider; (3) the licensed cannabis entity does not advertise or market cannabis goods in conjunction with the technology platform service provider, outside of the technology platform, and ensures that the technology platform service provider does not use the licensed cannabis entity’s license number or legal business name on any advertisement or marketing that primarily promotes the services of the technology platform; and (4) provides various disclosures to customers about the source of the delivered cannabis goods.

In March 2022, the state of California issued notable new regulations pertaining to cannabis delivery. First, the state increased the total value of cannabis goods delivery employees can carry in their vehicle from $5,000 to $10,000. Second, for purposes of this limit, the state removed any distinction between “ordered” and “unordered” product. These changes will afford cannabis delivery operators considerably more flexibility, allowing them to carry a broader array of products and serve a larger geographic area. These regulations are proposed to take effect in October 2022.

California Cannabis Cultivation Tax

As of July 1

, 2022, California has eliminated its cannabis cultivation tax. Prior to this, cannabis cultivated in California was subject to a $161/pound tax. In practice, this tax amounted to 30% or more of the wholesale price of cannabis. The elimination of the cannabis cultivation tax may make legal cannabis more competitive with California’s robust illicit cannabis market.

Laws Applicable to Financial Services for Regulated Cannabis Industry

All banks are subject to federal law, whether the bank is a national bank or state-chartered bank. At a minimum, most banks maintain federal deposit insurance which requires adherence to federal law. Violation of federal law could subject a bank to loss of its charter. Financial transactions involving proceeds generated by cannabis-related conduct can form the basis for prosecution under the federal money laundering statutes, unlicensed money transmitter statutes and the

Currency and Foreign Transactions Reporting Act of

1970

(31 U.S.C. § 5311

et seq

) (commonly known as the “

Bank Secrecy Act

”). For example, under the Bank Secrecy Act, banks must report to the federal government any suspected illegal activity, which would include any transaction associated with a Regulated Cannabis-related business. These reports must be filed even though the business is operating in compliance with applicable state and local laws. Therefore, financial institutions that conduct transactions with money generated by Regulated Cannabis-related conduct could face criminal liability under the Bank Secrecy Act for, among other things, failing to identify or report financial transactions that involve the proceeds of cannabis-related violations of the CSA.

FinCEN issued guidance in February 2014 which clarifies how financial institutions can provide services to cannabis-related businesses consistent with their obligations under the Bank Secrecy Act. Concurrently with the FinCEN guidance, the DOJ issued supplemental guidance directing federal prosecutors to consider the federal enforcement priorities enumerated in the 2013 Cole Memorandum with respect to federal money laundering, unlicensed money transmitter and Bank Secrecy Act offenses based on cannabis-related violations of the CSA. The FinCEN guidance sets forth extensive requirements for financial institutions to meet if they want to offer bank accounts to cannabis-related businesses, including close monitoring of businesses to determine that they meet all of the requirements established by the DOJ, including those enumerated in the 2013 Cole Memorandum. This is a level of scrutiny that is far beyond what is expected of any normal banking relationship. Under the 2019 FinCEN guidance discussed above, banks are not required to file SARs on businesses solely because they are engaged in the growth or cultivation of hemp in accordance with applicable laws and regulations. However, the 2014 guidance remains in place with respect to Regulated Cannabis businesses. FinCEN confirmed this point in guidance issued on June 29, 2020, and clarified that, if proceeds from cannabis-related activities are kept separate, a SAR filing is only required for the cannabis- related part of a business that engages in both cannabis and hemp activity.

As a result, many banks are hesitant to offer any banking services to Regulated Cannabis-related businesses, including opening bank accounts. While the Company currently has bank accounts, its inability to maintain these accounts or the lack of access to bank accounts or other banking services in the future, would make it difficult for the Company to operate its business, increase its operating costs, and pose additional operational, logistical and security challenges. Furthermore, it remains unclear what impact the rescission of the 2013 Cole Memorandum and 2014 Cole Memorandum will have, but federal prosecutors may increase enforcement activities against institutions or individuals that are conducting financial transactions related to cannabis activities.

Ongoing Compliance

Overview

The Company is subject to the general licensing and regulatory framework in California set out under the heading “

United States Regulatory Environment

California

”. The Company has developed a compliance program designed to achieve its strategic business goals while protecting the organization and operations. The Company’s compliance program integrates external regulations with internal rules and procedures to effectively lay out expectations for employee duties and behaviors; this aligns the goals of its employees with those of the Company and helps the Company’s operations run smoothly. The Company focuses on upholding policies and procedures that ensure the organization and its employees comply with applicable laws and regulations.

Employee Training

The Company is in the process of training employees, and in completing development of and instituting a robust online training center for employees, in connection with its compliance program’s objectives, relevant policies and procedures, and the basic components of the compliance program. Such training includes additional specialized training for various policies and procedures that are applicable to specific job functions and/or departments where needed to properly perform their jobs. Training is tracked, attested to, and documented.

Inventory and Security Policies

Maintaining security and inventory control is important to the Company and it has adopted a number of policies, procedures, and practices in these areas:

Security: The Company has taken extensive security measures including implementing professionally vetted policies, procedures, and systems to provide comprehensive protection, not only for its physical plant and inventory, but also for its employees, customers, and the surrounding public. Every licensed facility has strict access controls, thorough video surveillance coverage, and burglar alarms linked directly to local police departments. These controls are supported by professionally certified

on-site

security personnel in certain instances.

Inventory: The Company maintains inventory control and reporting systems that document the present location, amount, and a description of all cannabis and cannabis products at all facilities. The traceability of cannabis goods is maintained using the California’s

“Track-and-Trace”

system, METRC, and the Company’s integrated enterprise resource planning system (“

ERP

”). The Company conducts regular continuous cycle counts in addition to both quarterly and annual manual inventory reconciliations, in accordance with regulations and best practices.

Operational Compliance

Internal audits are conducted quarterly in the normal course. These audits allow us to identify and monitor the Company’s strengths and weaknesses, highlighting continuous opportunities for improvement. These internal audits also provide us an opportunity to reinforce best practices and to institute changes in areas that are identified as opportunities for improvement. The information discovered and obtained during these internal audits is used to improve the compliance programs, when necessary, by revising policies, strengthening training, and establishing better reporting processes. The focus of the Company’s internal compliance audit is to ensure it is compliant with both state and local laws and regulations and internal policies and procedures. Internal audits may be delayed or completed remotely by video from time to time as a result of

COVID-19

precautions.

Big Data Analysis

The Company has invested in a highly scalable data architecture and platform built using leading technologies and tools. By extracting data from its ERP software and the California METRC track and trace system and subsequently organizing it in its data warehouse, the Company has enabled critical data and insights for its compliance efforts. The Company’s data warehouse secures and stores all data and transactions at frequent intervals, allowing extensive access and analysis to information that is current. The Company has the ability to understand precise movement of inventory or dollars, past or present, required for review or due diligence as related to compliance requirements or inquiries. The Company is using this data infrastructure proactively to track, monitor and reconcile inventory levels and for ongoing reconciliation with METRC.

Ongoing Compliance

The Company prides itself on a robust internal compliance program encompassing both the compliance measures described above as well as monitoring compliance with U.S. state law on an ongoing basis. Key to those compliance efforts is the employment of individuals dedicated to monitoring California law for changes and updates to statutes and regulations, both at the state level and the local level, that impact business operations. Currently, the Company employs five individuals whose job function includes some aspect of compliance. Further, the Company employs a government relations employee whose primary job function is to monitor the changing landscape of state and local law while employing an external consultant and two external law firms that assist in the monitoring, notification, and interpretation of any changes. Additionally, the Company currently implements and maintains standard operating procedures (“SOPs”) that are designed for monitoring compliance with California law on an ongoing basis. These SOPs include regular review of current and anticipated statutes, regulations, and ordinances and the training of employees to maintain compliance with California law.

In addition to the internal compliance team and the consultants and law firms described above, the Company also engages local regulatory compliance counsel and consultants in the jurisdictions in which it operates. Such counsel regularly provides legal advice to the Company regarding compliance with state and local laws and regulation and the Company’s legal and compliance exposures under United States federal law.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.

Based on an evaluation as of June 30, 2022, our management, including the Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures (as defined in Rule

13a-15(e)

under the Exchange Act) were not effective to provide reasonable assurance because of a material weakness in our internal control over financial reporting described below.

Material Weakness

As reported in our 2021 Form

10-K,

we and our then independent registered public accounting firm identified control deficiencies in the design and operation of our internal control over financial reporting that constituted a material weakness.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected in a timely manner.

We did not design or maintain an effective control environment commensurate with financial reporting requirements. Specifically, we lack a sufficient number of adequately skilled professionals to appropriately analyze, record and disclose accounting matters timely and accurately while maintaining appropriate segregation of duties.

The above material weakness did not result in a material misstatement of our previously issued financial statements, however, it could result in a misstatement of our account balances or disclosures that would result in a material misstatement of our annual or interim financial statements that would not be prevented or detected. See “Risk Factors—We identified a material weakness in our internal control over our financial reporting process. If we are unable to remediate this material weakness, we may not be able to accurately or timely report our financial condition or results of operations” in our 2021 Form

10-K.

Remediation Activities

We are working to remediate the material weakness and are taking steps to strengthen our internal control over financial reporting through the continued hiring of additional appropriately skilled finance and accounting personnel with the requisite technical knowledge and skills. With the additional skilled personnel, we are taking appropriate and reasonable steps to remediate this material weakness through the implementation of appropriate segregation of duties, formalization of accounting policies and controls and retention of appropriate expertise for complex accounting transactions. During the second quarter of 2022, we restructured the responsibilities of several members our senior finance team to help improve our financial reporting. We believe the internal finance department responsibility

re-allocation

will over time improve our internal control over financial reporting.


		Incorporated by Reference From
Exhibit No.	Title of Document	Form		Date Filed		Exhibit Number		Filed Herewith

2.1*	Definitive Transaction Agreement, dated November 24, 2020 by and among Subversive Capital Acquisition Corp., Caliva, TPCO CMG Merger Sub, Inc. and GRHP Management. LLC. as shareholders’ representative for Caliva’s shareholders		10-12G		9/30/2021		2.1

2.2*	Definitive Agreement. dated November 24. 2020 by and among Subversive Capital Acquisition Corp.. Left Coast Ventures. Inc.. TPCO LCV Merger Sub Inc. and Shareholder Representative Services LLC. as shareholders’ representative for LCV’s shareholders		10-12G		9/30/2021		2.2

2.3*	Agreement and Plan of Merger dated November 24. 2020 by and among Left Coast Ventures. Inc.. LCV Holdings 710. LLC. SISU Extraction. LLC and John Figueiredo		10-12G		9/30/2021		2.3

2.4*	Acquisition Agreement. dated November 24. 2020 among Subversive Capital Acquisition Corp.. Caliva. OG Enterprises. SC Branding. LLC and SC Vessel 1. LLC		10-12G		9/30/2021		2.4

2.5*†	Unit Purchase Agreement. dated as of October 1. 2021, by and among Coast L Acquisition Corp.. TPCO Holding Corp.. the Members of Coastal Holding Company, LLC. Identified on the Signature Pages Thereto. Julian Michalowski, as Equityholders’ Representative and Coastal Holding Company, LLC.		10-12G/A		10/27/2021		2.5

3.1	Notice of Articles of Subversive Capital Acquisition Corp.. dated July 15, 2019		10-12G		9/30/2021		3.1

3.2	Articles of Subversive Capital Acquisition Corp., dated July 15, 2019		10-12G/A		10/01/2021		3.2

3.3	Certificate of Change of Name. dated January 15, 2021 by Subversive Capital Acquisition Corp.		10-12G		9/30/2021		3.3

4.1	Specimen Common Share Certificate		10-12G		9/30/2021		4.1

4.2	Warrant Agency Agreement between the Company and Odyssey Trust Company dated July 16, 2019		10-12G		9/30/2021		4.2

31.1	Section 302 Certification of Principal Executive Officer		—		—		—		X

31.2	Section 302 Certification of Principal Financial Officer		—		—		—		X

32.1	Section 1350 Certification of Principal Executive Officer		—		—		—		X

32.2	Section 1350 Certification of Principal Financial Officer		—		—		—		X

101.SCH	Inline XBRL Taxonomy Extension Schema Document		—		—		—		X

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document		—		—		—		X

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document		—		—		—		X


	TPCO HOLDING CORP.

Date: August 15, 2022	By:	/s/ Troy Datcher
		Troy Datcher
		Chief Executive Officer
		(Principal Executive Officer)

Date: August 15, 2022	By:	/s/ Mike Batesole
		Mike Batesole
		Chief Financial Officer
		(Principal Financial Officer)