Gold Flora Corp. Files 8-K: Material Agreement & Equity Sales

Sentiment: neutral

Topics: material-agreement, equity-sale, financial-obligation

TL;DR

Gold Flora Corp. signed a big deal, sold stock, and filed financials on Dec 31st. Watch this space.

AI Summary

On December 31, 2024, Gold Flora Corp. entered into a material definitive agreement, creating a direct financial obligation. The company also reported on unregistered sales of equity securities and provided Regulation FD disclosures. This filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity for Gold Flora Corp., including new financial obligations and equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and unregistered sales of equity, which can introduce financial obligations and dilution risks.

Key Players & Entities

FAQ

What type of material definitive agreement did Gold Flora Corp. enter into?

The filing indicates the entry into a material definitive agreement, but the specific details of the agreement are not provided in the provided text.

What was the date of the earliest event reported in this 8-K filing?

The date of the earliest event reported is December 31, 2024.

What is Gold Flora Corp.'s former company name?

Gold Flora Corp.'s former company name was TPCO Holding Corp.

What is the business address of Gold Flora Corp.?

The business address of Gold Flora Corp. is 3165 Red Hill Avenue, Costa Mesa, CA 92626.

What are the key items reported in this 8-K filing?

The key items reported include entry into a material definitive agreement, creation of a direct financial obligation, unregistered sales of equity securities, Regulation FD disclosure, and financial statements and exhibits.

Filing Stats: 1,403 words · 6 min read · ~5 pages · Grade level 12 · Accepted 2024-12-31 16:45:31

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously reported, on August 28, 2024, Gold Flora Corporation (the "Company") entered into a Loan Agreement (the "Loan Agreement") with an accredited investor (the "Investor"), pursuant to which, among other things, the Company agreed to issue and sell to the Investor, in exchange for the payment by the Investor of $6,864,000, a senior secured promissory note in an aggregate principal amount of $9,295,000 (the "Initial Note"). The Loan Agreement also provides for the future issuance of up to three additional notes (the "Additional Notes" and together with the Initial Note, the "Notes") subject to certain conditions and on substantially the same terms as the initial closing. On November 6, 2024, the Company issued an Additional Note to the Investor pursuant to the Loan Agreement (the "First Additional Note"). The First Additional Note has an original principal amount of $2,780,000 and a funded amount of $1,920,000 to be paid back in in forty (40) weekly installments commencing on November 13th, 2025. The First Additional Note may be prepaid in full at any time after the Original Issue Date in an amount equal to the Outstanding Principal Amount. On December 31, 2024, the Company issued an Additional Note to the Investor pursuant to the Loan Agreement (the "Second Additional Note"). The Second Additional Note has an original principal amount of $2,780,000 and a funded amount of $1,920,000 to be paid back in in forty (40) weekly installments commencing on October 6th, 2025. The Second Additional Note may be prepaid in full at any time after the Original Issue Date in an amount equal to the Outstanding Principal Amount. The Second Additional Note imposes certain customary affirmative and negative covenants upon the Company, as well as covenants that (i) restrict the Company and its subsidiaries from incurring any additional indebtedness or suffering any liens, subject to specified exceptions, (ii) restric

03. Creation of a Direct Financial Obligation

Item 2.03. Creation of a Direct Financial Obligation. The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Second Additional Note is incorporated herein by reference into this Item 2.03.

02. Unregistered Sales of Securities

Item 3.02. Unregistered Sales of Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02. The Second Additional Note and any shares of common stock issuable upon conversion of the Second Additional Note (collectively, the "Securities") were and will be offered and sold to the Investor in a transaction exempt from registration under the Securities Act in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder. The Investor represented that it was an "accredited investor," as defined in Regulation D, and is acquiring the Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly, the Securities will not be registered under the Securities Act and the Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. Neither this Current Report on Form 8-K nor the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock, notes, or any other securities of the Company.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 31, 2024, the Company issued a press release announcing the issuance of the Second Additional Note. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit Number Title 4.1 Installment Note dated December 30, 2024 10.1 Pledge Agreement by and among Gold Flora Corporation, J.J. Astor & Co., and the Pledgors named therein (incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2024). 10.2 Registration Rights Agreement by and between Gold Flora Corporation and J.J. Astor & Co. (incorporated by reference to Exhibit 10.3 to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2024). 99.1 Press Release of Gold Flora Corporation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GOLD FLORA CORPORATION Dated: December 31, 2024 By: /s/ Marshall Minor Name: Marshall Minor Title: Chief Financial Officer

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