Files For Management Cease Trade Order in the Event of a Potential Delay In Filing

TPCO Holding Corp. ("The Parent Company" or the "Company") (NEO: GRAM) (OTCQX: GRAMF), today announced it plans to hold a conference call on Tuesday, April 5, 2022, at 5:00 p.m. ET following the release of its full year 2021 financial results.

The Company further announced today that management has determined that additional time may be required to complete its audited annual financial report for the year ended December 31, 2021. The additional time may be required due to challenges related to the Company's first audit since completing its "qualifying transaction" pursuant to Neo Exchange Listing Manual including, but not limited to, integrating acquired companies, particularly two acquisitions made in the fourth quarter of 2021, complexities in accounting for certain transactions involving third party consultants, the transition from International Financial Reporting Standards ("IFRS") to U.S. GAAP in the fourth quarter of 2021 and impacts of the COVID-19 pandemic on members of the Company's financial reporting team.

As a result of the above determination, the Company may not be positioned to file its financial report for the year ended December 31, 2021, or the related management's discussion and analysis, the related CEO and CFO certificates and the Company's annual report on Form 10-K (such filings, collectively, the "Required Documents") before the March 31, 2022 deadline. The Company is currently working to facilitate the filing of the financial report at the earliest possible date and currently expects to be in a position to file the Required Documents within five days of the original filing deadline.

The Company has applied to the Ontario Securities Commission (the "OSC"), as principal regulator for the Company, for the imposition of a management cease trade order ("MCTO") under National Policy 12-203 – Management Cease Trade Orders ("NP 12-203") throughout the duration of the default, to the extent the Required Documents are not filed on or before March 31, 2022. The MCTO, if approved, would generally not affect the ability of persons who are not management of the Company to trade in its securities. No assurance can be given that the MCTO will be issued. The OSC may issue a general cease trade order against the Company for failure to file the Required Documents within the prescribed time period or sooner if the Company fails to file its status reports during the prescribed time limits. If a general cease trade order is issued in lieu of an MCTO, securityholders will be precluded from trading in the Company's securities.

The Company confirms that it will satisfy the provisions of the alternative information guidelines under NP 12-203 by issuing bi-weekly default status reports in the form of news releases for so long as it remains in default of the above-noted filing requirements and further confirms that there are no insolvency proceedings that it is subject to and there is no other material information relating to its affairs that has not been generally disclosed.

Other than as disclosed herein, the Company is up to date in its filing obligations.

About The Parent Company

Formed in January 2021, The Parent Company is a leading consumer-focused California cannabis company. The company's three manufacturing facilities provide unparalleled access to high-quality, low-cost cannabis, while its vast wholesale distribution network of more than 450 California dispensaries, a direct-to-consumer omnichannel platform, six consumer delivery hubs and eleven omni-channel retail locations, currently service approximately 80% of the largest legal cannabis market in the country. The Company's curated product portfolio includes eight of the most valuable and scalable brands in cannabis, including Monogram by Shawn "JAY-Z" Carter, Caliva, Deli, Fun Uncle, and Mirayo, which sets the tone for The Parent Company's industry leadership in California and beyond.

In addition to its vast manufacturing infrastructure, consumer reach and cultural influence, The Parent Company is committed to using its resources and status to play a significant role in molding a more equitable cannabis industry. Its social equity ventures initiative, established by Chief Visionary Officer Shawn "JAY-Z" Carter, was created to break down the systematic barriers Black and other minority entrepreneurs face as they endeavor to secure meaningful participation, growth and leadership in the multibillion-dollar legal cannabis industry.

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

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

Specific forward-looking information contained in this press release includes, but is not limited to, statements concerning the Company's anticipated reporting timeline associated with its audited annual financial report for the year ended December 31, 2021. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond The Parent Company's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward looking information. Such risks and uncertainties include, but are not limited to: changes in general economic, business and political conditions, changes in applicable laws, the U.S. and Canadian regulatory landscapes and enforcement related to cannabis, changes in public opinion and perception of the cannabis industry, reliance on the expertise and judgment of senior management, as well as the factors discussed under the heading "Risk Factors" in The Parent Company's amended registration statement on Form 10 originally filed with the SEC on August 9, 2021 and as subsequently amended as well as any updates to those risk factors included in Part II, Item 1A of the Company's subsequent quarterly reports on Form 10-Q, including its Form 10-Q for the quarterly period ended September 30, 2021, which registration statement and reports are as well as any updates to those risk factors included in Part II, Item 1A of the Company's subsequent quarterly reports on Form 10-Q, including its Form 10-Q for the quarterly period ended September 30, 2021 available on the SEC's website at www.sec.gov and on SEDAR at www.sedar.com. The Parent Company undertakes no obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.