ex241
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, and
Ryan Block (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 14th day of
April, 2023.
/s/ Rozlyn S.
Lipsey
Signature
Name:
Rozlyn S. Lipsey