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by Mike Caswell

A group of shareholders of former cannabis listing TPCO Holding Corp. who dissented in a 2023 takeover of the company has won a case in the Supreme Court of British Columbia over the value of their shares. A judge has found their shares to be worth 98 U.S. cents each, a figure that the company had repeatedly touted as the implied value of the takeover. TPCO had argued that the shares were worth just 17 U.S. cents each.

The loss for TPCO is contained in a judgment handed down on Thursday, Aug. 14. It arises from a takeover of TPCO that occurred in 2023, when privately held Gold Flora LLC of California acquired TPCO. The takeover was an all-share transaction that left TPCO shareholders with 49 per cent of the new company, which became Gold Flora Corp.

The case was brought by a group who had opposed the takeover. While TPCO's shareholders approved the deal, that approval was not unanimous. Holders of 9.03 million shares, or 15.6 per cent of those outstanding, voted against the transaction. Thursday's decision does not address the reasons for their opposition, but the judge noted that TPCO came into the deal with "significant cash assets" (at least $80-million) while Gold Flora had "little in the way of cash and significant debt."

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