Bankruptcy: Gold Flora Corp.

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Form Type: 8-K

Filing Date: 2025-04-03

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000187694525000018

Filing Summary: On March 27, 2025, Gold Flora Corporation and its subsidiaries filed for receivership in California due to financial distress, with the Los Angeles County Superior Court appointing Stone Blossom Capital, LLC as the receiver. The receiver is authorized to manage the company's assets, which includes broad powers such as marketing and selling these assets to satisfy creditors. Additionally, on March 28, 2025, the company's securities were halted from quotation on the OTCQB marketplace and will be transferred to the OTC Pink Market effective April 3, 2025, as a result of the receivership. A press release on March 27, 2025, announced the appointment of the receiver, and further information about the filings can be accessed through the Los Angeles Superior Court's website.

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Additional details:

Item Number: 1.03

Event Description: Company filed for receivership


Court Name: Los Angeles County Superior Court

Case Number: 25SMCP00161

Receiver Name: Stone Blossom Capital, LLC

Receiver Principal: Richard Ormand


Item Number: 3.01

Securities Status: Halted from quotation on OTCQB

New Listing: OTC Pink Market

Effective Date: 2025-04-03


Form Type: 8-K

Filing Date: 2025-03-31

Corporate Action: Bankruptcy

Type: New

Accession Number: 000187694525000014

Filing Summary: On March 27, 2025, Gold Flora Corporation filed an application for receivership under California law in the Los Angeles Superior Court. Following this, on March 28, 2025, the Company received a notification from Cboe Canada Inc. that trading in its common stock and warrants was suspended. This trading suspension was due to compliance issues outlined in the Cboe listing manual, and if not resolved within 150 days, the Company’s securities face potential automatic delisting. Furthermore, the Company issued a press release on March 27, announcing the suspension from trading, highlighting the speculative nature and substantial risks associated with trading its securities during the receivership process. The Company cautions investors that they could suffer significant losses, depending on the receivership outcome.

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Additional details:

Date Of Receivership Application: 2025-03-27


Trading Suspend Date: 2025-03-28


Listing Exchange: Cboe Canada


Otc Market: OTCQB


Form Type: NT 10-K

Filing Date: 2025-03-31

Corporate Action: Bankruptcy

Type: New

Accession Number: 000187694525000016

Filing Summary: Gold Flora Corporation is unable to file its Form 10-K for the year ended December 31, 2024, on time due to filing an application for receivership on March 27, 2025. This application, filed in the Los Angeles Superior Court, will allow a receiver to manage the company's assets and is expected to lead to the sale of these assets to pay creditors. The receivership filing has diverted significant management resources away from completing the Form 10-K, causing delays in compiling the necessary financial information. The company anticipates a significant increase in revenue for the fiscal year ended December 31, 2024, largely due to a business combination with TPCO Holding Corp, completed on July 7, 2023, which yielded an expected revenue of $124.77 million for 2024 compared to $90.96 million in 2023. However, completion of the audit and filing of the Form 10-K may extend beyond the 15-day grace period allowed by the SEC.

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Additional details:

Name And Address: Gold Flora Corporation, 3165 Red Hill Avenue, Costa Mesa, California 92626


Receivership Date: 2025-03-27


Anticipated Revenue 2024: 124.77 million


Anticipated Revenue 2023: 90.96 million


Business Combination Date: 2023-07-07


Business Combination Details: Gold Flora, LLC and TPCO Holding Corp in an all-stock transaction


Form Type: 8-K

Filing Date: 2025-03-27

Corporate Action: Bankruptcy

Type: New

Accession Number: 000187694525000010

Filing Summary: On March 27, 2025, Gold Flora Corporation filed an application for receivership under California laws in the Los Angeles Superior Court. The company anticipates that Richard Ormand from Stone Capital Blossom, LLC will be appointed as the receiver with various powers to manage and protect the company's assets. The receiver may be authorized to sell the company's assets and distribute the proceeds to creditors. The filing of this application is expected to trigger defaults under the company's Loan Agreement with J.J. Astor & Co. due to missed payments and failure to comply with registration requirements. The company's financial distress has been compounded by events leading to an estimated outstanding obligation of approximately $11.5 million under their existing financial notes. A press release regarding the receivership application was issued on the same day.

Document Link: View Document

Additional details:

Item 1 03: Receivership application filed March 27, 2025


Item 2 04: Events of default recorded due to missed payments


Item 7 01: Press release issued regarding receivership filing


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