Form 8-K - Current report

0001876945FALSE00018769452024-02-262024-02-26

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): February 26, 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)

[phone]

(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. ☐

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Item 8.01. Other Events.

On February 26, 2024, Troy Datcher, Chairman of the Board of Directors (the “Board”) of Gold Flora Corporation (the “Company”), passed away unexpectedly.

Mr. Datcher served as the Chief Executive Officer of The Parent Company from September 2021 until its merger with the Company in July 2023, after which time he continued to serve as Chairman of the Board. The Company deeply appreciates Mr. Datcher’s years of leadership and service to the Company. Mr. Datcher’s seat on the Board is expected to remain vacant for the remainder of his term.

On March 1, 2024, the Company issued a press release announcing Mr. Datcher’s passing, which is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.						Description
99.1						Press Release of Gold Flora Corporation, dated as of March 1, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: March 1, 2024			By:			/s/ Marshall Minor
			Name:			Marshall Minor
			Title:			Chief Financial Officer

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EXHIBIT 99.1

Gold Flora Mourns the Passing of Chairman Troy Datcher

Costa Mesa, CA – March 1, 2024 - Gold Flora Corporation, ("Gold Flora" or the "Company") (NEO:GRAM) today announced with great sadness the loss of Troy Datcher, Chairman of the Board, who passed away on February 26, 2024, following a brief hospitalization.

“Troy exhibited remarkable dedication in his mission to effect positive change and empower others to do the same,” said Laurie Holcomb, Chief Executive Officer of Gold Flora. “His vision for an industry based on diversity, equality, and community was an inspiration to all of us who benefited from the opportunity to work with him. He broke barriers as the first Black CEO of a major publicly traded cannabis company and strove to elevate others alongside himself. He will be missed by all of us who knew and worked with him, and we offer our sincerest condolences to his wife, daughter, and mother, as well as all his many friends and family.”

Mr. Datcher served as the Chief Executive Officer of The Parent Company from September 2021 until its merger with Gold Flora in July 2023, following which he continued in his role as Chairman of the Board. Prior to his time with The Parent Company, he served as an executive at The Clorox Company for twenty years, as well as three years with NASCAR.

Mr. Datcher’s seat on the Board of Directors will remain vacant through the remainder of the term.

The Company and the Gold Flora management team will miss Troy greatly, and join his family, friends, and many past colleagues in mourning this tremendous loss.

For more information on Gold Flora Corporation, visit: www.ir.goldflora.com.

Investor Contact:

[e-mail]

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Cover	Feb. 26, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 26, 2024
Entity Registrant Name	Gold Flora Corporation
Entity Incorporation, State or Country Code	DE
Entity File Number	0-56348
Entity Tax Identification Number	93-2261104
Entity Address, Address Line One	3165 Red Hill Avenue
Entity Address, City or Town	Costa Mesa
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92626
City Area Code	949
Local Phone Number	252-1908
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001876945
Amendment Flag	false

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