UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 8-K

___________________________

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 613, 2024

___________________________


			Gold Flora Corporation
			(Exact name of registrant as specified in its charter)

___________________________

Delaware

0-56348

93-2261104

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

3165 Red Hill Avenue

Costa Mesa, CA 92626

(Address of Principal Executive Offices, including Zip Code)

(949) 252-1908

(Registrant’s Telephone Number, including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 81.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

~~Limited~~As ~~Receivership~~previously ~~Stayed~~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.

AsOn ~~previously~~November ~~reported~~6, ~~on October 4,~~ 2024, the ~~Court~~Company ofissued ~~Chancery~~an ofAdditional ~~the~~Note ~~State~~to ~~of Delaware (~~the ~~“Court”)~~Investor ~~granted~~pursuant anto ~~order advancing a motion for sanctions brought by~~ the ~~former~~Loan ~~directors~~Agreement (the “~~Order~~First Additional Note”). ~~in Michael~~The ~~Auerbach~~First v.Additional ~~Gold~~Note ~~Flora~~has ~~Corporation (C.A.~~an ~~No.~~original ~~2024-0225-MTZ)~~principal ~~and Daniel~~amount ~~Fireman,~~of ~~Christopher Akelman~~$2,780,000 ~~Octavio~~and ~~Boccalandra~~a v.funded ~~Left~~amount ~~Coast~~of ~~Ventures~~$1,920,000 ~~Inc. (C.A. No. 2023-0588-MTZ). Pursuant~~ to ~~the~~be ~~Order,~~paid ~~the~~back ~~Court~~in ~~appointed~~in ~~Molly~~forty ~~DiBianca of Clark Hill PLC~~ (~~the “Limited Receiver”~~40) asweekly ainstallments ~~limited~~commencing ~~purpose~~on ~~receiver~~November to13th, ~~take~~2025. ~~such~~The ~~action~~First ~~that~~Additional ~~the~~Note ~~Limited~~may ~~Receiver~~be ~~determines~~prepaid in ~~good~~full ~~faith~~at isany ~~appropriate~~time toafter ~~cause~~ the ~~Company~~Original ~~and~~Issue ~~LCV~~Date toin ~~satisfy~~an ~~the~~amount ~~amounts~~equal ~~due under the Order, including accessing financial records and negotiation of a payment plan with the former directors (the “Charge”) pursuant~~ to ~~Title 8, Section 322 of~~ the ~~Delaware~~Outstanding ~~General~~Principal ~~Corporation Law~~Amount.

OnThe ~~November~~First 4,Additional ~~2024,~~Note imposes certain customary affirmative and negative covenants upon the ~~Court~~Company, ~~issued~~as awell ~~stipulation~~as ~~and~~covenants ~~order~~that (i) restrict the ~~“Stipulation”)~~Company and ~~the~~its ~~Limited~~subsidiaries ~~Receiver~~from ~~filed~~incurring anany ~~interim~~additional ~~report~~indebtedness or suffering any liens, subject to specified exceptions, (ii) restrict the ~~“Report”).~~issuance ~~The~~or ~~Stipulation~~repurchase ~~requires~~of shares of the Company’s common stock, subject to ~~pay~~specified exceptions, and (iii) restrict the declaration of any dividends or other distributions, subject to specified exceptions. If an ~~aggregate~~event of ~~$150~~default under the Notes occurs,~~000~~ the principal amount will be multiplied by 110% and interest will begin accruing at a default rate of 10% per ~~month~~annum from the date of a default. Upon an event of default and following any applicable cure periods, the Investor may elect to accelerate the ~~satisfy~~First ~~amounts~~Additional ~~due~~Note ~~under~~and thereafter convert all or a portion of the ~~Order~~outstanding Notes into shares of the Company’s common stock. ~~Pursuant~~ The conversion price for any such conversion will be equal to 90% of the ~~Report,~~average of the ~~Limited~~four ~~Receiver~~lowest ~~stayed~~volume ~~the~~weighted ~~limited~~average ~~receivership,~~closing ~~conditioned~~prices ~~upon~~of the Company’s ~~compliance~~common ~~with~~stock on the ~~payment~~Cboe ~~plan~~Canada ~~and~~exchange ~~satisfaction~~during the 20 trading days prior to the conversion, subject to adjustment in the event of any ~~future~~issuance ~~advancement~~of ~~demands~~securities ~~brought~~at bya lower purchase, exercise or conversion price, and subject to applicable limitations of the ~~former~~Cboe ~~directors~~Canada exchange. The Company entered into a Registration Rights Agreement with the Investor pursuant to which the Company filed a resale registration statement registering the resale of the conversion shares.

OnThe ~~November~~foregoing 6,summaries ~~2024,~~of the ~~Company~~First ~~issued~~Additional aNote, ~~press~~the ~~release~~Pledge ~~announcing~~Agreement and the ~~stay~~Registration ofRights ~~limited~~Agreement ~~purpose~~do ~~receivership.~~not Apurport ~~copy~~to ofbe ~~the~~complete ~~press~~and ~~release~~are isqualified ~~attached~~in astheir ~~Exhibit~~entirety ~~99.1~~by reference to ~~this~~the ~~Current~~copies ~~Report~~of onthe ~~Form~~First ~~8-K~~Additional Note, the Pledge Agreement and isthe ~~incorporated~~Registration ~~herein~~Rights byAgreement ~~reference~~that are filed herewith as Exhibits 4.1, 10.1 and 10.2, respectively.

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 First Additional Note is incorporated herein by reference into this Item 2.03.

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 First Additional Note and any shares of common stock issuable upon conversion of the First 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.

On November 6, 2024, the Company issued a press release announcing the issuance of the First 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.

Item 9.01. Financial Statements and Exhibits.

ExhibitNumber						Title
99.1*						Press Release of Gold Flora Corporation
4.1						Installment Note dated November 7, 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).

* ~~Furnished~~Schedules ~~but~~and ~~not~~exhibits ~~filed~~have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.

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: November [_], 2024

By:

/s/ Marshall Minor

Dated: November 8, 2024

By:

/s/ Marshall Minor

Name:

Marshall Minor

Title:

Chief Financial Officer

Filing Compare · Gold Flora Corp.