Form 8-K TPCO Holding Corp. For: May 11

Exhibit 99.1

The Parent Company Reports First Quarter 2022 Financial Results

Omni-channel retail revenue increased 97% year-over-year, comprising 57% of net sales in Q1 2022

Gross margin improved to 25% in Q1 2022 from 12% average in 2021

Reveals strategic business improvement initiatives to support long-term profitability

Announces FY 2022 expected operating expense savings of $30M, a reduction of 20% compared to FY 2021

Troy Datcher joins Board of Directors and assumes the role of Chairman

Conference call to be held, May 17, 2022, at 8:30 a.m. ET

SAN JOSE, Calif., May 16, 2022—TPCO Holding Corp. (“The Parent Company” or the “Company”) (NEO: GRAM.U) (OTCQX: GRAMF), a leading consumer-focused California cannabis company, today announced its financial results for the quarter ended March 31, 2022 (“Q1 2022”). All amounts are expressed in U.S. dollars.

Q1 2022 Financial Highlights

Strategic Long-term Profitability Initiatives

As announced on March 31, 2022, the Company intends to maintain a minimum cash balance of approximately $100 million at fiscal 2022-year end subject to any opportunistic partnership of acquisition transactions, and expects to generate positive cash flow in fiscal year 2023. To meet these goals, the Company is in the process of implementing the following measures to reduce costs, drive efficiencies, and accelerate its path to sustainable, long-term profitability:

Management Commentary

“Our first quarter results reflect both the significant transformation we have accomplished in the last year and the potential we can achieve through further optimization,” said Troy Datcher, Chief Executive Officer and Chairman of The Parent Company. “We’ve successfully pivoted our focus to higher-quality revenue streams, with 57% of our sales now coming from our more profitable omni-channel retail segment, which expanded our gross margins to 25% in the quarter, up from a 2021 average gross margin of 12%. I am extremely proud of the talent we have attracted and the footprint we have built that enables us to connect directly with our customers to innovate, create, and launch new products directly into the market.”

Mr. Datcher added, “We are building this business for the long-haul and the steps we are taking now will help to preserve our strong balance sheet and grow our omnichannel retail business. These initiatives support our goal to become cash flow positive in fiscal 2023 are expected to deliver strong value for our shareholders. We believe we have the right plan in place to better utilize our assets and maximize our footprint, which we expect will allow us to emerge as a leader in the California cannabis market and world-class brand builder in this industry.”

Mr. Datcher concluded, “We firmly believe that long-term success in California will be earned by focusing on the consumer first. With our direct retail insights, state-wide footprint, high-quality indoor grown cannabis, and robust branded products portfolio we are well-positioned to be the number one choice for consumers.”

Q1 2022 Operational Highlights

Subsequent Events

Q1 2022 Financial Results

The Company’s consolidated financial statements, as well as its accompanying management discussion and analysis of financial condition and results of operations (“MD&A”) have been included in its Quarterly Report on Form 10-Q filed on EDGAR (www.sec.gov) as well as SEDAR (www.sedar.com). Please refer to The Parent Company’s MD&A for additional detail and discussion on the Company’s results from operations.

Conference Call

The Parent Company will host a conference call tomorrow, Tuesday, May 17^th, to discuss these results. Troy Datcher, Chief Executive Officer, and Mike Batesole, Chief Financial Officer will host the call starting at 8:30 a.m. Eastern time. A question-and-answer session will follow management’s prepared remarks.

Financial results and analyses are also available on the Company’s website (ir.theparent.co).

About The Parent Company

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

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

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

For the latest news, activities, and media coverage, please visit www.theparent.co or connect with us on Instagram, LinkedIn, and Twitter.

Forward Looking Statements

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

Specific forward-looking information contained in this press release includes, but is not limited to, statements concerning (i) the Company’s future financial performance, including, without limitation, statements regarding the Company’s target percentage of omni-channel retail revenue, gross margin improvements and its expected reduction in costs; (ii) ability of The Parent Company to execute on its growth strategy; and (iii) expectations regarding future corporate development activities. 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 Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 31, 2022 and in the Company’s periodic reports subsequently filed with the SEC and in the Company’s filings on SEDAR at www.sedar.com. The Parent Company undertakes no obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

Non-GAAP Financial Measures

This news release contains the non-GAAP financial measure “Adjusted EBITDA,” which is not recognized under GAAP and does not have a standardized meaning prescribed by GAAP. As a result, this measure may not be comparable to similar measures presented by other companies. For a reconciliation of “Adjusted EBITDA” to the most directly comparable financial information presented in the Financial Statements in accordance with GAAP, see the section entitled “Reconciliation of Non-GAAP Measures” below.

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 or non-recurring expenses. We define Adjusted EBITDA as net income (loss) before (i) depreciation and amortization; (ii) income taxes; and (iii) interest expense and debt amortization, 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 (“ FVTPL”), (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

Caution Regarding Cannabis Operations in the United States

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

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

Investor Contact:

Rob Kelly

MATTIO Communications

[email protected]