Replies to post #34 on Gold Flora Corp (GRAM)

[xray168]

The preliminary prospectus has been filed with the securities regulatory
authorities in each of the provinces and territories of Canada other than
Québec. The Offering is for class A restricted voting units of SCAC (the "
Class A Restricted Voting Units ") at an offering price of U.S.$10.00 per
Class A Restricted Voting Unit, the aggregate proceeds of which will be placed
in escrow pending completion of a qualifying transaction by SCAC and will only
be released upon certain prescribed conditions. Each Class A Restricted Voting
Unit is comprised of a class A restricted voting share of SCAC (a " Class A
Restricted Voting Share ") and one-half of a share purchase warrant of SCAC (a
" Warrant "). Each whole Warrant will entitle the holder to purchase one Class
A Restricted Voting Share for a purchase price of U.S.$11.50, commencing
sixty-five (65) days after the completion of the qualifying transaction and
will expire on the day that is five years after the closing date of the
qualifying transaction or earlier.

The Sponsor
intends to purchase 6,000,000 share purchase warrants (" Sponsor's Warrants ")
at an offering price of U.S.$1.00 per Sponsor's Warrant (for an aggregate
purchase price of U.S.$6,000,000)

The warrants will FLY soon ! STILL HARDLY ANYONE HEARD OF THEM! SBVQF good luck

[JohnCM]

Have your finger ready.

SPAC Week: Whoever Wins California Wins Cannabis (Podcast)

Jan. 11, 2021
The Cannabis Investing Podcast
Seeking Alpha

It's SPAC week, and why not start with Subversive Capital and the biggest cannabis SPAC ever, launching this week: The Parent Company. (JohnCM: TPCO Holdings to be accurate).

Subversive Founder and Chairman Michael Auerbach joins us to discuss California as the tip of the spear and why it was always the focus.

Creating a generational company and real change. Shared social equity vision with Jay-Z.

Consolidating and dominating despite a saturated SPAC market. Inclusion in the chart topping ETF MSOS. Why it's the best investment in cannabis right now.

Michael Auerbach is an entrepreneur, investor, business consultant, media producer, private diplomat, and the Founder and Chairman of Subversive Capital (OTCQX:SBVCF), a special purpose acquisition company (SPAC) dedicated to investing in radical companies whose core missions subvert the status quo and require government and regulatory strategies.

Subversive, together with Monogram founder Shawn 'Jay-Z' Carter, Roc Nation, Caliva, a top California cannabis brand and leading direct-to-consumer platform, and Left Coast Ventures to form TPCO Holding Corp. (The Parent Company). It will be the largest SPAC in cannabis and intends to become a 100-year post-prohibition company that consolidates and dominates the market with its scale and capital. They launch this week.

Topics include:

Michael is a life long activist that graduated with a degree in post-colonial studies, succeeding in dotcom, but after 9/11 began feeling the space wasn't meaningful enough. Graduate degree in international relations, concentrating on national security issues. Entrepreneur at heart, started consulting firm, sold it, works for Madeline Albright's and Sandy Berger's consulting firm. In 2013, started Subversive Capital, a venture platform that helps smaller startups navigate government regulation strategy.

Started in cannabis, became largest investor in Privateer Holdings, spun out Tilray (NASDAQ:TLRY) on Nasdaq and on their board until the merger with Aphria (OTC:APHA) finalizes. Largest investor in psychedelic industry; everything that interacts with government regulation. Pivoted when he realized he wants to create the first 100-year post prohibition cannabis company in the US. Best vehicle to do that was a SPAC. Launched last year on the NEO and then acquired Caliva and Left Coast Ventures. Partnered with Jay Z - a brand genius - and Roc Nation to form Parent Company.

Evaluated over 100 companies throughout the US, but California made the most sense. If prohibition ending is 12-24 months away, why not already make California the hub as it's the best place to grow cannabis in the world. How the partnership came about and details of the deal. Exclusive partnership and access to Roc Nation artists. Jay Z coming on in a real executive position as Chief Visionary Offices, not just a celebrity posting.

The Parent Company's genuine social equity initiative. Rather than philanthropy, they're investing real equity in Black-owned businesses and communities. $10 million to begin investing in this initiative as well as providing businesses access to TPCO's platform and scale - better pricing on scale, investment banking advice, etc. Also signed up to Robert Smith initiative. Desiree Perez coming on board.

Decision to focus on California - because it is so fragmented and not a limited license state is what they like about it. No one has more than 6 or 7% market share - TPCO coming out with highest number of brand sales, number one in revenue with a balance sheet equivalent to top 3 or 4 MSOs combined. Whoever wins California wins cannabis. You need capital to scale, and most companies are undercapitalized. Most MSOs are focused on adjusted EBIDTA line as they're saddled with debt staying in limited license states. There's no moat there.

No debt from Day 1. Expecting over $300 million on balance sheet, no need to take on crushing debt. Advantage of going SPAC route. Invested in 2 other cannabis SPAC deals, and they pivoted, suspect most will pivot as the valuable targets are currently small in number.

So excited to be included in ETF MSOS. Especially before TPCO's redemption period - shows the ETF's faith in TPCO having significant upside. Expect MSOS to take an even bigger position over next few weeks. TPCO will significantly rerate after closing because of SPAC trading dynamic. Believe ultimately they're coming to market with over 70% discount.

Next state after California they'll focus on is New York.