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~~December 2631, 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 51.~~07.~~01 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

OnAs ~~November~~previously 26reported, on August 28, 2024, Gold Flora Corporation (the “Company”) ~~held~~entered into a ~~special~~Loan ~~meeting~~Agreement of(the ~~stockholders~~“Loan ofAgreement”) 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 “~~Special~~Initial ~~Meeting~~Note”). AtThe Loan Agreement also provides for the ~~Special~~future ~~Meeting~~issuance of up to three additional notes (the “Additional Notes” and together with the Initial Note, the ~~Company’s~~“Notes”) ~~stockholders~~subject ~~voted~~to certain conditions and on substantially the ~~following~~same ~~proposals:~~terms as the initial closing.

~~1.To~~On ~~approve~~November an6, ~~amendment~~2024, to the Company’s ~~Certificate~~issued ofan ~~Incorporation~~Additional Note to ~~effect~~the aInvestor ~~reverse~~pursuant ~~stock~~to ~~split of~~ the ~~shares~~Loan ofAgreement (the ~~Company’s common~~“First ~~stock~~Additional ~~with~~Note”). aThe ~~par~~First ~~value~~Additional ofNote ~~$0.01~~has ~~per~~an ~~share~~original ~~(the~~principal ~~“Common~~amount ~~Stock”)~~of at$2,780,000 and a ~~ratio~~funded amount of ~~not~~$1,920,000 ~~less~~to ~~than~~be ~~1-for-2~~paid ~~and~~back ~~not~~in ~~greater~~in ~~than~~forty ~~1-for-50,~~(40) ~~with~~weekly ~~the~~installments ~~exact~~commencing ~~ratio~~on ofNovember 13th, ~~effective~~2025. ~~time~~The ofFirst ~~and~~Additional ~~decision~~Note tomay ~~implement~~be ~~the~~prepaid ~~reverse~~in ~~stock~~full ~~split,~~at toany betime ~~determined~~after by the ~~Board~~Original ofIssue ~~Directors~~Date ~~(the~~in ~~“Reverse~~an ~~Stock~~amount ~~Split”);~~equal to the Outstanding Principal Amount.

~~2.To~~On ~~approve~~December 31, as2024, ~~required~~the byCompany ~~subsection~~issued ~~10.10(1)(a)~~an ofAdditional Note to the ~~Cboe~~Investor ~~Canada~~pursuant ~~Inc.~~to ~~Listing~~the ~~Manual~~Loan Agreement (the “~~Cboe~~Second ~~Manual~~Additional Note”),. ~~the~~The ~~potential~~Second ~~issuance~~Additional ofNote ~~shares~~has ~~(calculated~~an onoriginal aprincipal ~~fully-diluted~~amount ~~basis) in excess~~ of ~~25%~~$2,780,000 ofand ~~the~~a ~~total~~funded ~~number~~amount of ~~shares~~$1,920,000 ofto ~~Common~~be ~~Stock~~paid ~~outstanding~~back ~~(calculated~~in onin aforty ~~non-diluted basis~~(40) ~~pursuant~~weekly toinstallments ~~the~~commencing ~~conversion~~on ofOctober ~~certain~~6th, ~~promissory~~2025. ~~notes~~The ~~issued~~Second ~~pursuant~~Additional toNote amay ~~loan~~be ~~agreement,~~prepaid ~~dated~~in ~~August~~full ~~27,~~at ~~2024,~~any bytime ~~and~~after ~~between~~ the ~~Company~~Original ~~and~~Issue ~~J.J.~~Date ~~Astor~~in &an ~~Co.~~amount ~~(the~~equal ~~“Potential~~to ~~Conversion~~the ~~Issuance”);~~Outstanding ~~and~~Principal Amount.

~~3.To~~The ~~consider~~Second Additional Note imposes certain customary affirmative and ~~vote~~negative covenants upon the Company, as well as covenants that (i) restrict the Company and its subsidiaries from incurring any additional indebtedness or suffering any liens, subject to specified exceptions, (ii) restrict the issuance or repurchase of shares of the Company’s common stock, subject to specified exceptions, and (iii) restrict the declaration of any dividends or other distributions, subject to specified exceptions. If an ~~adjournment~~event of default under the ~~Special~~Notes ~~Meeting~~occurs, inthe ~~order~~principal amount will be multiplied by 110% and interest will begin accruing at a default rate of 10% per annum from the date of a default. Upon an event of default and following any applicable cure periods, the Investor may elect to ~~solicit~~accelerate ~~additional~~the ~~proxies~~Second ifAdditional ~~there~~Note ~~are~~and ~~not~~thereafter ~~sufficient~~convert all or a portion of the outstanding Notes into shares toof the Company’s common stock. The conversion price for any such conversion will be ~~voted~~equal to 90% of the average of the four lowest volume weighted average closing prices of the Company’s common stock on the Cboe Canada exchange during the 20 trading days prior to the conversion, subject to adjustment in ~~favor~~the event of any issuance of securities at a lower purchase, exercise or conversion price, and subject to applicable limitations of the ~~foregoing~~Cboe ~~proposals~~Canada atexchange. The Company entered into a Registration Rights Agreement with the ~~time~~Investor pursuant to which the Company filed a resale registration statement registering the resale of the ~~Special~~conversion ~~Meeting~~shares.

The ~~voting~~foregoing ~~results~~summaries of the Second Additional Note, the Pledge Agreement and the Registration Rights Agreement do not purport to be complete and are ~~reported~~qualified ~~below~~in their entirety by reference to the copies of the Second Additional Note, the Pledge Agreement and the Registration Rights Agreement that are filed herewith as Exhibits 4.1, 10.1 and 10.2, respectively.

~~Proposal~~Item 12.03. –Creation ~~Reverse~~of ~~Stock~~a ~~Split~~Direct Financial Obligation.

The ~~Reverse~~information ~~Stock~~set ~~Split~~forth ~~was~~in ~~approved~~Item by1.01 ~~a majority~~ of ~~the~~this ~~outstanding~~Current ~~shares~~Report ofon ~~Common~~Form ~~Stock~~8-K ~~entitled~~regarding tothe ~~vote~~Second onAdditional ~~the~~Note ~~matter.~~is ~~The~~incorporated ~~results~~herein ofby ~~the~~reference ~~vote~~into ~~were~~this asItem ~~follows:~~2.03.

Votes For			Votes Against			Votes Abstained
148,323,339			9,951,507			70,655

Item 3.02. Unregistered Sales of Securities.

~~Proposal~~The 2information –set ~~Potential~~forth ~~Conversion~~in ~~Issuance~~Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02.

The ~~Potential~~Second ~~Conversion~~Additional ~~Issuance,~~Note asand ~~required~~any byshares ~~subsection~~of ~~10.10~~common stock issuable upon conversion of the Second Additional Note (1collectively, 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 ~~the~~Regulation ~~Cboe~~D ~~Manual,~~thereunder. The Investor represented that it was ~~approved~~an by“accredited ainvestor,” ~~majority~~as ofdefined in Regulation D, and is acquiring the ~~votes~~Securities ~~cast~~for atinvestment only and not with a view towards, or for resale in connection with, the ~~Meeting~~public sale or distribution thereof. ~~The~~Accordingly, ~~results~~the ofSecurities will not be registered under the ~~vote~~Securities ~~were~~Act asand ~~follows:~~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.

Votes For			Votes Against			Votes Abstained			Broker Non-Votes
113,427,880			3,956,051			2,492,590			38,468,980

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.

Proposal 3 – Adjournment

The adjournment of the Special Meeting in order to solicit additional proxies if there are not sufficient shares to be voted in favor of any of the foregoing proposals at the time of the Special Meeting was approved by a majority of the votes cast at the Meeting. However, no such adjournment was required as the Reverse Stock Split and Potential Conversion Issuance proposals were both approved. The results of the vote were as follows:

Votes For			Votes Against			Votes Abstained
146,494,305			9,390,364			2,460,832

Item 7.01 Regulation FD Disclosure.

On ~~November~~December 2731, 2024, the Company issued a press release announcing the ~~results~~issuance of the ~~Special~~Second ~~Meeting~~Additional Note. A copy of the press release is ~~furnished~~attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

ExhibitNumber						Title
4.1						Installment Note dated December 30, 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).

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 27, 2024

By:

/s/ Marshall Minor

Dated: December 31, 2024

By:

/s/ Marshall Minor

Name:

Marshall Minor

Title:

Chief Financial Officer

Filing Compare · Gold Flora Corp.