Security Type

Security Class Title

Fee Calculation Rule

Amount to be

Registered⁽¹⁾

Proposed

Maximum

Offering

Price

Per

Security

Proposed

Maximum

Aggregate

Offering

Price

Fee Rate

Amount of

Registration

Fee

Fees to be Paid

Equity

Common Shares, no par value

457(c)

24,323,162⁽²⁾

     $   0.2245⁽³⁾

$5,460,549.87

$   0.00011020

$601.75

Fees previously Paid

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Total Offering Amounts

$5,460,549.87

$601.75

Total Fees Previously Paid

—

Total Fee Offsets

—

Net Fee Due

$601.75

(1)

Pursuant to Rule 416(a) promulgated under the U.S. Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions.

(2)

Includes 24,323,162 common shares, no par value per share (the “Common Shares”) of TPCO Holding Corp., a British Columbia corporation (the “Registrant”), previously issued by the Registrant to each of the selling securityholders named herein (collectively, the “Selling Securityholders”) pursuant to an Agreement and Plan of Merger and a related Exchange Agreement, each dated as of November 14, 2022, between the Registrant, Coastal Holding Company, LLC and the other signatories named therein, subject to satisfaction of the conditions set forth therein.

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act based on the average of the high ($0.2310) and low ($0.2180) prices reported for the Common Shares on the OTCQX Market on December 8, 2022, which date is within five business days prior to filing this Registration Statement.