Form 3 TPCO Holding Corp. For: Jun 22 Filed by: Callagy Morgan

July 5, 2022 5:08 PM EDT

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Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0104
Expires: December 31, 2014
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1. Name and Address of Reporting Person *
Callagy Morgan

(Last) (First) (Middle)


(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
3. Issuer Name and Ticker or Trading Symbol
TPCO Holding Corp. [ GRAMF ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares 18,000
Common Shares 90,107
See footnote (1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. These shares are held by Seastrike LLC. Mr. Callagy has sole voting and dispositive power over the securities held directly by Seastrike LLC, and disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
Exhibit 24.1 - Power of Attorney
/s/ Morgan Callagy 06/29/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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                                                                    Exhibit 24.1

                               POWER OF ATTORNEY

      Know all by these presents, that the undersigned hereby constitutes and
appoints each of Colin Brown, Judith Schvimmer, Emily Jennings, Ryan Block, and
Jessie Peng (each, an "Attorney- in-fact" and collectively, the "Attorneys-in-
fact") as the undersigned's true and lawful Attorney-in-fact and agent to:

      (1)  execute for and on behalf of the undersigned, an officer, director
           and/or holder of 10% or more of a registered class of securities of
           TPCO Holding Corp., a corporation formed under the laws of British
           Columbia, Canada (the "Company"), Forms 3, 4 and 5 in accordance with
           Section 16(a) of the Securities Exchange Act of 1934, as amended (the
           "Exchange Act"), and the rules promulgated thereunder;

      (2)  do and perform any and all acts for and on behalf of the undersigned
           that may be necessary or desirable to complete and execute any such
           Form 3, 4 and 5, complete and execute any amendment or amendments
           thereto, and timely file such forms or amendments with the United
           States Securities and Exchange Commission and any stock exchange or
           similar authority, as required; and

      (3)  take any other action of any nature whatsoever in connection with the
           foregoing which, in the opinion of such Attorney-in-fact, may be of
           benefit to, in the best interest of, or legally required by, the
           undersigned, it being understood that the documents executed by
           such Attorney-in-fact on behalf of the undersigned pursuant to this
           Power of Attorney shall be in such form and shall contain such terms
           and conditions as such Attorney-in-fact may approve in such Attorney-
           in-fact's discretion.

           The undersigned hereby grants to such Attorney-in-fact full power and
 authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such Attorney-in-fact, or such Attorney
-in- fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing Attorney-in-fact, in serving in such
capacity at the request of the undersigned, is not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Exchange Act.

           This Power of Attorney shall remain in full force and effect with
respect to the undersigned until the earliest to occur of (a) such date that the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
or (b) the revocation by the undersigned in a signed writing delivered to the
Company and the foregoing Attorneys-in-fact. This Power of Attorney shall
terminate with respect to each Attorney-in-fact at such time as such Attorney-in
-fact is no longer employed by the Company or any of its subsidiaries.

           IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 29th day of June, 2022.

                                                 /s/ Morgan Callagy

                                                 Name: Morgan Callagy

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