---
schema_version: "secwatch.filing_event.v1"
accession: "0001654954-22-015551"
form_type: "8-K"
ticker: null
cik: "0001876945"
company_name: "Gold Flora Corp."
filed_at: "2022-11-18T23:59:59+00:00"
generated_at: "2026-06-21T16:07:12.782817+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# TPCO Holding completes acquisition of Coastal for $28.3M cash + 25M shares

## Summary
- Consideration: ~$28.3M cash and 25M common shares for 6 California dispensaries.
- $19.2M cash used to repay Coastal indebtedness; $9M to acquire remaining equity of Pasadena dispensary.
- Prior Unit Purchase Agreement terminated and replaced by Merger Agreement; Concord location transfer pending regulatory approval.
- 25M Buyer Shares issued to Sellers (exchangeable for common shares 1:1); exempt from registration under Section 4(a)(2).

## SEC filing metadata
- accession: 0001654954-22-015551
- form_type: 8-K
- cik: 0001876945
- company_name: Gold Flora Corp.
- filed_at: 2022-11-18T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.01, 1.02, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1876945/000165495422015551/0001654954-22-015551-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1876945/000165495422015551/tpco_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001654954-22-015551
- JSON: https://secwatch.observer/filing/0001654954-22-015551.json
- Plain text: https://secwatch.observer/filing/0001654954-22-015551.txt

## Key facts
- M&A Transactions
  Gold Flora Corp. completed an acquisition involving Coastal for approximately $28.3 million in cash and 25 million of the Company’s common shares, no par value (closed 2022-11-14).
  - Action: acquisition
  - Counterparty: Coastal
  - Consideration: approximately $28.3 million in cash and 25 million of the Company’s common shares, no par value
  - Closing: 2022-11-14
  source text: West Los Angeles, Stockton, Concord, and Vallejo, with two additional delivery depots. The total consideration for the acquisition of Coastal was comprised of approximately $28.3 million in cash and 25 million of the Company’s common shares, no par value (the “ Common Shares ”). Approximately $16.2 million of the cash consideration was previously advance to
  evidence_url: https://www.sec.gov/Archives/edgar/data/1876945/000165495422015551/0001654954-22-015551-index.htm
- Material Agreements
  Gold Flora Corp. entered into Merger Agreement with Coastal valued at approximately $28.3 million in cash and 25 million common shares (effective 2022-11-14).
  - Action: entry
  - Agreement: merger
  - Counterparty: Coastal
  - Value: approximately $28.3 million in cash and 25 million common shares
  - Effective: 2022-11-14
  source text: On November 14, 2022, the Company completed its previously announced acquisition of Coastal, a retail dispensary license holder and operator founded in Santa Barbara in 2018. Coastal operates six dispensaries located in Santa Barbara, Pasadena, West Los Angeles, Stockton, Concord, and Vallejo, with two additional delivery depots. The total consideration for the acquisition of Coastal was comprised of approximately $28.3 million in cash and 25 million of the Company’s common shares, no par value (the “ Common Shares ”). Approximately $16.2 million of the cash consideration was previously advance to Coastal by the Company pursuant to the Former Coastal Agreement. Of the total cash consideration, approximately $19.2 million was used by Coastal to repay indebtedness and settlement obligations and $9 million was used to acquire the remaining equity of a Coastal dispensary located in Pasadena, California. Transfer of Coastal’s Concord location will occur (with no additional payment by the Co
  evidence_url: https://www.sec.gov/Archives/edgar/data/1876945/000165495422015551/0001654954-22-015551-index.htm
- Material Agreements
  Gold Flora Corp. entered into Amended and Restated Exchange Agreement with Julian Michalowski, as the representative of the Sellers valued at no consideration (exchange on a one-for-one basis) (effective 2022-11-14).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Julian Michalowski, as the representative of the Sellers
  - Value: no consideration (exchange on a one-for-one basis)
  - Effective: 2022-11-14
  source text: Pursuant to an Amended and Restated Exchange Agreement, dated November 14, 2022, among the Company, Buyer and Julian Michalowski, as the representative of the Sellers (the “ Exchange Agreement”) , the Sellers may exchange their Buyer Shares from time to time for Common Shares on a one share for one share (1:1) basis for no consideration. The Company has reserved 25 million Common Shares for issuance upon such exchanges pursuant to the Exchange Agreement. Pursuant to the terms of the Merger Agreement, the Company has agreed to provide the Sellers with customary registration rights with respect to the resale of the Common Shares they are eligible to receive upon the exchange of their Buyer Shares.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1876945/000165495422015551/0001654954-22-015551-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.