COSTA
MESA, Calif., Oct. 4, 2024
/CNW/ - Gold Flora Corporation, ("Gold Flora" or the
"Company") (Cboe Canada: GRAM) today announced that the Court of
Chancery of the State of Delaware
(the "Court") has granted an order (the "Order")
advancing a motion for sanctions brought against the Company by the
former directors of Left Coast Ventures ("LCV"), a
subsidiary of the Company. The Order held the Company and LCV
responsible for the payment of certain legal fees that are the
subject of advancement orders in connection with LCV's
indemnification obligations to former directors of LCV. The
Company's indemnification obligations under the Order are currently
estimated to be approximately US$1.65
million. The Order does not create a full, general
receivership over the Company.
On or about March 30, 2021, former
directors and shareholders of LCV filed a complaint in the Court
against multiple defendant parties,
including three former directors of LCV, alleging
business torts including breach of duties to LCV and its
shareholders. Recently, the plaintiffs filed an amended complaint
to add new defendants, including TPCO Holding Corp.
("TPCO"), and a former director of TPCO. On July 7, 2023, the Company consummated a business
combination involving TPCO pursuant to which, among other things,
TPCO, Gold Flora, LLC, and Stately Capital Corporation amalgamated
to create the Company, resulting in the assumption of LCV and
TPCO's indemnification obligations in connection with the defendant
directors by the Company.
Pursuant to the Order, the Court appointed Molly DiBianca of Clark Hill PLC (the
"Limited Receiver") as a limited purpose receiver to take
such action that the Limited Receiver determines in good faith is
appropriate to cause the Company and LCV to satisfy the amounts due
under the Order, including accessing financial records and
negotiating a payment plan with the former directors (the
"Charge") pursuant to Title 8, Section 322 of the Delaware
General Corporation Law ("Section 322").
The Limited Receiver's appointment is limited to the Charge and
the Limited Receiver will not have authority over the Company
except in connection with the Charge. The Limited Receiver will
have all powers generally available to a receiver under Section 322
solely with respect to the Charge. The Order provides that
the Limited Receiver should first attempt to resort to resolving
the Charge through operating cash flow. The initial term for the
Limited Receiver will be 59 days from the date of the Order.
About Gold Flora Corporation
Gold Flora Corporation is a female-led, vertically-integrated
cannabis leader that owns and operates multiple premium indoor
cannabis cultivation facilities, 16 retail dispensaries in
strategic geographies, a distribution business selling first party
and third party brands into hundreds of dispensaries across
California, and a robust portfolio
of 8 cannabis brands, including Gramlin, one of the fastest growing
brands in the state. The Company's retail operations include
Airfield Supply Company, Caliva, Coastal, Calma, King's Crew,
Varda, Deli, and Higher Level
dispensaries, and its distribution company operates under the name
Stately Distribution.
Gold Flora Corporation's indoor cultivation canopy currently
comprises approximately 107,000 square feet across three facilities
in its Desert Hot Springs campus
and two San Jose cultivation
facilities. In addition, the Company has entered into leases for
two state-of-the-art indoor cultivation facilities in Palm Springs, with 53,000 square feet of
canopy to start operation once licensing is complete. The Company
also has the option to expand further in the future depending on
market demand, with already entitled acreage providing
approximately 240,000 square feet of canopy. The Desert Hot Springs campus also houses the
Company's manufacturing and extraction facilities and Stately
Distribution. This centralized location provides for optimal
security and logistics benefits and protects the product as it
moves though the Company's larger pipeline.
With hubs throughout the state, the Company distributes many
prominent brands, including its own premium lines of Gramlin, Gold
Flora, Cruisers, Roll Bleezy, Aviation Cannabis, Jetfuel Cannabis,
Mirayo by Santana, and Monogram. Third party brands are
increasingly contacting the Company in search of reliable input
sources and established distribution.
References to information included on, or accessible through,
websites and social media platforms do not constitute incorporation
herein by reference of the information contained at or available
through such websites or social media platforms, and the reader
should not consider such information to be part of this press
release.
For the latest news, activities, and media coverage, please
visit www.goldflora.com.
Forward Looking Statements
This press release contains "forward-looking information" within
the meaning of applicable Canadian securities legislation and the
safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995. These forward-looking statements
relate to the expectations or forecasts of business, operations,
financial performance, prospects, and other plans, intentions,
estimates and beliefs, and may include statements regarding the
Order, including the Company and LCV's obligations thereunder and
the timing for completion of same, the term of the Limited Receiver
and its powers with respect to the Charge, the amount that Gold
Flora will owe pursuant to the Order, and Gold Flora's expected
financial condition and performance. Words such as "expects,"
"continue," "will," "anticipates," and "intends," or similar
expressions, are intended to identify forward-looking statements,
although not all forward-looking statements contain these
identifying words. These forward–looking statements are based on
Gold Flora's current projections and expectations about future
events and financial trends that it believes might affect its
financial condition, results of operations, prospects, business
strategy and financial needs, and on certain assumptions and
analysis made by it in light of the experience and perception of
historical trends, current conditions and expected future
developments and other factors it believes are appropriate.
Forward-looking information and statements involve and are subject
to assumptions and known and unknown risks, uncertainties, and
other factors which may cause actual events, results, performance,
or achievements to be materially different from future events,
results, performance, and achievements expressed or implied by
forward looking information and statements herein. Although Gold
Flora believes that any forward-looking information and statements
herein are reasonable, in light of the use of assumptions and the
significant risks and uncertainties inherent in such information
and statements, there can be no assurance that any such
forward-looking information and statements will prove to be
accurate, and accordingly readers are advised to rely on their own
evaluation of such risks and uncertainties and should not place
undue reliance upon such forward-looking information and
statements. Any forward-looking information and statements herein
are made as of the date hereof and, except as required by
applicable laws, Gold Flora does not assume any obligation to
update or revise any forward-looking information or statements
contained herein or to update the reasons that actual events or
results could or do differ from those projected in any
forward-looking information and statements herein, whether as a
result of new information, future events or results, or
otherwise.
SOURCE Gold Flora Corporation