--- schema_version: "secwatch.filing_event.v1" accession: "0001654954-23-009134" form_type: "8-K" ticker: null cik: "0001876945" company_name: "Gold Flora Corp." filed_at: "2023-07-13T23:59:59+00:00" generated_at: "2026-06-13T08:57:57.886360+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Gold Flora Corp completes business combination with TPCO Holding Corp; goes public via reverse merger ## Summary - Approximately 148.6M GFC common shares issued in Plan of Arrangement; TPCO shareholders received 1:1, Stately holders 0.1913:1, Gold Flora members 1.5233:1. - Gold Flora waived 6% dissent condition; ~14% of TPCO common shares dissented. - New board of 7 directors: 4 from Gold Flora (Holcomb, Lau, Molloy, Sears) and 3 from TPCO (Datcher, Foreman, Castaneda); CEO Laurie Holcomb, CFO Marshall Minor. - GFC Warrants modified to permit cashless exercise if no registration statement effective; exercise price remains $11.50, expiry Jan 15, 2026. - GFC authorized 450M common shares and 10M preferred shares; ~288.2M common shares outstanding post-combination. ## SEC filing metadata - accession: 0001654954-23-009134 - form_type: 8-K - cik: 0001876945 - company_name: Gold Flora Corp. - filed_at: 2023-07-13T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 2.01, 3.02, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1876945/000165495423009134/0001654954-23-009134-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1876945/000165495423009134/gold_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001654954-23-009134 - JSON: https://secwatch.observer/filing/0001654954-23-009134.json - Plain text: https://secwatch.observer/filing/0001654954-23-009134.txt ## Key facts - Executive change Michael W. Lau was appointed as Director at Gold Flora Corp.. - Action: appointed - Role: Director source text: Upon completion of the Business Combination, in accordance with the Business Combination Agreement, the GFC Board of Directors initially consists of seven directors, four of whom were nominated by Gold Flora, being Laurie Holcomb, Michael W. Lau, Heather Molloy and Jeffrey Sears, and three of whom were nominated by TPCO, being Troy Datcher (Chairman), Al Foreman and Mark Castaneda. evidence_url: https://www.sec.gov/Archives/edgar/data/1876945/000165495423009134/0001654954-23-009134-index.htm - Executive change Al Foreman was appointed as Director at Gold Flora Corp.. - Action: appointed - Role: Director source text: Upon completion of the Business Combination, in accordance with the Business Combination Agreement, the GFC Board of Directors initially consists of seven directors, four of whom were nominated by Gold Flora, being Laurie Holcomb, Michael W. Lau, Heather Molloy and Jeffrey Sears, and three of whom were nominated by TPCO, being Troy Datcher (Chairman), Al Foreman and Mark Castaneda. evidence_url: https://www.sec.gov/Archives/edgar/data/1876945/000165495423009134/0001654954-23-009134-index.htm - Executive change Laurie Holcomb was appointed as Director at Gold Flora Corp.. - Action: appointed - Role: Director source text: Upon completion of the Business Combination, in accordance with the Business Combination Agreement, the GFC Board of Directors initially consists of seven directors, four of whom were nominated by Gold Flora, being Laurie Holcomb, Michael W. Lau, Heather Molloy and Jeffrey Sears, and three of whom were nominated by TPCO, being Troy Datcher (Chairman), Al Foreman and Mark Castaneda. evidence_url: https://www.sec.gov/Archives/edgar/data/1876945/000165495423009134/0001654954-23-009134-index.htm - Executive change Troy Datcher was appointed as Chairman at Gold Flora Corp.. - Action: appointed - Role: Chairman source text: Upon completion of the Business Combination, in accordance with the Business Combination Agreement, the GFC Board of Directors initially consists of seven directors, four of whom were nominated by Gold Flora, being Laurie Holcomb, Michael W. Lau, Heather Molloy and Jeffrey Sears, and three of whom were nominated by TPCO, being Troy Datcher (Chairman), Al Foreman and Mark Castaneda. evidence_url: https://www.sec.gov/Archives/edgar/data/1876945/000165495423009134/0001654954-23-009134-index.htm - Executive change Laurie Holcomb was appointed as Chief Executive Officer at Gold Flora Corp.. - Action: appointed - Role: Chief Executive Officer source text: The executive officers of GFC are Laurie Holcomb, as the Chief Executive Officer and Marshall Minor, as the Chief Financial Officer. evidence_url: https://www.sec.gov/Archives/edgar/data/1876945/000165495423009134/0001654954-23-009134-index.htm - Executive change Jeffrey Sears was appointed as Director at Gold Flora Corp.. - Action: appointed - Role: Director source text: Upon completion of the Business Combination, in accordance with the Business Combination Agreement, the GFC Board of Directors initially consists of seven directors, four of whom were nominated by Gold Flora, being Laurie Holcomb, Michael W. Lau, Heather Molloy and Jeffrey Sears, and three of whom were nominated by TPCO, being Troy Datcher (Chairman), Al Foreman and Mark Castaneda. evidence_url: https://www.sec.gov/Archives/edgar/data/1876945/000165495423009134/0001654954-23-009134-index.htm - Executive change Marshall Minor was appointed as Chief Financial Officer at Gold Flora Corp.. - Action: appointed - Role: Chief Financial Officer source text: The executive officers of GFC are Laurie Holcomb, as the Chief Executive Officer and Marshall Minor, as the Chief Financial Officer. evidence_url: https://www.sec.gov/Archives/edgar/data/1876945/000165495423009134/0001654954-23-009134-index.htm - Executive change Mark Castaneda was appointed as Director at Gold Flora Corp.. - Action: appointed - Role: Director source text: Upon completion of the Business Combination, in accordance with the Business Combination Agreement, the GFC Board of Directors initially consists of seven directors, four of whom were nominated by Gold Flora, being Laurie Holcomb, Michael W. Lau, Heather Molloy and Jeffrey Sears, and three of whom were nominated by TPCO, being Troy Datcher (Chairman), Al Foreman and Mark Castaneda. evidence_url: https://www.sec.gov/Archives/edgar/data/1876945/000165495423009134/0001654954-23-009134-index.htm - Executive change Heather Molloy was appointed as Director at Gold Flora Corp.. - Action: appointed - Role: Director source text: Upon completion of the Business Combination, in accordance with the Business Combination Agreement, the GFC Board of Directors initially consists of seven directors, four of whom were nominated by Gold Flora, being Laurie Holcomb, Michael W. Lau, Heather Molloy and Jeffrey Sears, and three of whom were nominated by TPCO, being Troy Datcher (Chairman), Al Foreman and Mark Castaneda. evidence_url: https://www.sec.gov/Archives/edgar/data/1876945/000165495423009134/0001654954-23-009134-index.htm - Governance Changes Gold Flora Corp.: Amended and restated certificate of incorporation and bylaws effective upon completion of the business combination. - Change: charter amendment source text: On the Effective Date, in connection with and effective upon completion of the Business Combination, the rights of shareholders of GFC will be governed by its certificate of incorporation and bylaws. evidence_url: https://www.sec.gov/Archives/edgar/data/1876945/000165495423009134/0001654954-23-009134-index.htm - M&A Transactions Gold Flora Corp. underwent a change of control involving TPCO Holding Corp. (closed 2023-07-07). - Action: change of control - Counterparty: TPCO Holding Corp. - Closing: 2023-07-07 source text: On July 7, 2023, TPCO and Gold Flora, LLC, a California limited liability company (“Gold Flora”), completed a previously announced business combination pursuant to the Business Combination Agreement. evidence_url: https://www.sec.gov/Archives/edgar/data/1876945/000165495423009134/0001654954-23-009134-index.htm - Material Agreements Gold Flora Corp. entered into Supplemental Warrant Indenture with Odyssey Trust Company. - Action: entry - Agreement: notes offering - Counterparty: Odyssey Trust Company source text: Gold Flora Corporation, a Delaware corporation (“GFC” or “Gold Flora Corporation”), entered into a Supplemental Warrant Indenture (the “Supplemental Warrant Indenture”) with Odyssey Trust Company, a trust company continued under the laws of Canada with an office in the City of Calgary in the Province of Alberta (the “Warrant Agent”). evidence_url: https://www.sec.gov/Archives/edgar/data/1876945/000165495423009134/0001654954-23-009134-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.