COSTA MESA, Calif. – Gold Flora Corporation, a cannabis company with subsidiaries operating across California, filed for a voluntary receivership under the laws of the State of California on March 27. The company seeks court protection as a result of obligations from legacy lawsuits that arose out of Gold Flora’s acquisition of TPCO Holding Corp (more commonly known as The Parent Company) and mounting costs of operations and high-yield debt.

Additionally, the company has received a notice of default from J.J. Astor & Co. with respect to senior secured promissory notes issued to Astor between August and December 2024, which increased the aggregate amount of outstanding principal and interest under the notes to approximately $11.5 million.

Gold Flora anticipates being placed into receivership in the Los Angeles Superior Court, Santa Moncia Division, and expects Richard Ormond of Stone Capital Blossom LLC, one of California’s most experienced cannabis receivers, to be appointed as the receiver.

While preparing for an orderly sale of its California operations, Gold Flora intends to continue operating and expects to be sold as such as it retains a business consisting of 16 dispensaries and a 100,000-square-foot cultivation campus.

“This was a difficult but correct decision to make for all stakeholders,” said founder and Chief Executive Officer Laurie Holcomb. “While Gold Flora remains a leading operator and retailer in the cannabis market in California with over $100 million in annual revenues, the liabilities on our balance sheet, many of which are due to lawsuits we inherited with the TPCO business combination, forced us to file for a voluntary receivership that is necessary to achieve an orderly sale of the business.

“We believe Gold Flora’s business remains valuable and sound, but receivership is our only option to sell the business as a going concern as opposed to seeing it broken up by different creditors, which we believe is not in the best interest of any stakeholder,” she continued. “Therefore, after careful consideration of these factors, duties owed to all stakeholders, and in the absence of other available alternatives, the board of directors of the company determined that it was in the best interests of the company and its stakeholders to proceed with the commencement of the receivership proceedings.”

Further information regarding the proceedings may be obtained from the receiver once appointed. Frank A. Segall of Blank Rome LLP is serving as legal counsel to Gold Flora.

As a result of its filing for a voluntary receivership, Gold Flora anticipates its common stock and warrants will be suspended from trading on the Cboe Canada exchange. It is anticipated that Gold Flora ultimately will be delisted from Cboe Canada.

About Gold Flora Corporation

Gold Flora Corporation is vertically-integrated cannabis company that owns and operates multiple premium indoor 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 portfolio of cannabis brands and SKUs aimed at different consumer segments. 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. The Desert Hot Springs campus also houses the company’s manufacturing and extraction facilities and Stately Distribution.

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, and Monogram.