Gold Flora (GRAM) 10-Q 14 Nov 23 2023 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 13, 2023
Cover [Abstract]
Entity Registrant Name	Gold Flora Corporation
Entity Central Index Key	0001876945
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Sep. 30, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		288,278,819
Entity File Number	000-56348
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	93-2261104
Entity Address Address Line 1	3165 Red Hill Avenue
Entity Address City Or Town	Costa Mesa
Entity Address State Or Province	CA
Entity Address Postal Zip Code	92626
City Area Code	669
Local Phone Number	279-5390
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

Interim Condensed Consolidated

Interim Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current Assets:
Cash and Cash Equivalents	$ 32,296,501	$ 5,217,071
Accounts Receivable, Net	2,811,753	2,186,516
Inventory	15,236,142	7,819,652
Current Portion of Notes Receivable	124,155	47,502
Assets Held For sale	997,416	0
Indemnification Assets	3,194,295	0
Prepaid Expenses and Other Current Assets	3,954,236	4,399,336
Total Current Assets	58,614,498	19,670,077
Non-Current Assets:
Property and Equipment, Net	39,269,693	25,979,812
Finance Lease Asset	61,386,924	52,172,257
Notes Receivable, Net of Current Portion	244,550	0
Investments	1,312,846	0
Intangible Assets, Net	75,625,389	37,782,500
Goodwill	11,067,896	11,067,896
Operating Lease Right-of-Use Assets	23,702,812	9,907,085
Deposits and other Long Term Assets	5,909,764	5,346,137
Total Non-Current Assets	218,519,874	142,255,687
TOTAL ASSETS	277,134,372	161,925,764
LIABILITIES:
Accounts Payable and Accrued Liabilities	25,660,695	13,220,354
Accrued Interest	1,792,326	2,929,075
Taxes Payable	24,925,152	4,830,803
Due to Related Party	2,005,000	2,005,000
Current Portion of Consideration Payable	4,632,553	0
Current Portion of Notes Payable	15,532,272	13,846,582
Current Portion of Convertible Notes Payable	0	15,718,424
Current Portion of Operating Lease Liabilities	2,277,156	468,564
Current Portion of Finance Lease Liabilities	2,847,516	161,008
Liabilities Held for Sale	389,416	0
Total Current Liabilities	80,062,086	53,179,810
Non-Current Liabilities:
Notes Payable, Net of Current Portion	13,508,595	17,672,223
Convertible Notes Payable, Net of Current Portion	19,727,123	27,819,721
Operating Lease Liabilities, Net of Current Portion	26,181,777	9,687,727
Finance Lease Liabilities, Net of Current Portion	86,053,351	68,273,899
Preferred Distributions Payable	0	7,728,179
Deferred Tax Liability	17,492,109	1,124,089
Security Deposits and other Long Term Liabilities	20,000	20,000
Total Non-Current Liabilities	162,982,955	132,325,838
TOTAL LIABILITIES	243,045,041	185,505,648
SHAREHOLDERS' EQUITY (DEFICIT)
Common Stock, No Par Value, 450,000,000 Common Shares Authorized, 288.290.900 and 94,797,102 Issued and Outstanding as of September 30, 2023 and December 31, 2022, Respectively.	0	0
Additional Paid In Capital	102,616,764	43,634,430
Accumulated Deficit	(68,656,776)	(67,388,105)
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) ATTRIBUTABLE TO THE COMPANY	33,959,988	23,753,675
Non-Controlling Interest	129,343	173,791
TOTAL SHAREHOLDERS' EQUITY (DEFICIT)	34,089,331	(23,579,884)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)	$ 277,134,372	$ 161,925,764

Interim Condensed Consolidate_2

Interim Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Interim Condensed Consolidated Balance Sheets
Common stock, Authorized	450,000,000	450,000,000
Common stock no par value	$ 0	$ 0
Common stock shares issued	288,290,900	94,797,102
Common stock shares outstanding	288,290,900	94,797,102

Interim Condensed Consolidate_3

Interim Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Interim Condensed Consolidated Statements of Operations (Unaudited)
Revenues, net	$ 31,960,179	$ 16,419,777	$ 62,568,709	$ 49,475,131
Cost of Goods Sold	20,646,157	12,130,431	43,268,725	38,017,000
Gross Profit	11,314,022	4,289,346	19,299,984	11,458,131
Selling, General, and Administrative	25,617,834	5,913,124	43,222,408	20,111,426
Change in Fair Value of Earnout Liability	0	0	4,375,000	0
Total Operating Expenses	25,617,834	5,913,124	47,597,408	20,111,426
Operating (Loss) Income	(14,303,812)	(1,623,778)	(28,297,424)	(8,653,295)
Interest Expense, Net	6,831,947	5,684,408	16,373,265	15,144,412
Loss on Extinguishment of Debt	1,440,207	0	1,440,207	0
Gain on Bargain Purchase	49,025,606	0	49,025,606	0
Other Expense (Income)	(3,315,360)	(214,021)	(4,917,689)	(762,856)
Net Income (Loss) Before Income Taxes	29,765,000	(7,094,165)	7,832,399	(23,034,851)
Income Taxes	(6,806,747)	(1,343,514)	(8,320,741)	(3,354,711)
Net Income (Loss)	22,958,253	(8,437,679)	(488,342)	(26,389,562)
Net Income (Loss) Attributable to Non-Controlling Interest	18,823	(36,357)	(44,448)	(141,438)
Net Income (Loss) Attributable to Gold Flora Corp.	22,939,430	(8,401,322)	(443,894)	(26,248,124)
Dividend on Preferred Stock	(30,710)	(403,614)	(824,777)	(1,197,681)
Net Income (Loss) Attributable to Gold Flora Corp.	$ 22,908,720	$ (8,804,936)	$ (1,268,671)	$ (27,445,805)
Net Income (Loss) Per Share - Basic	$ 0.08	$ (0.09)	$ (0.01)	$ (0.29)
Net Income (Loss) Per Share - Diluted	$ 0.08	$ (0.09)	$ (0.01)	$ (0.29)
Weighted Average Number of Shares Outstanding - Basic	273,642,363	94,492,442	154,766,984	94,334,120
Weighted Average Number of Shares Outstanding - Diluted	300,318,094	94,492,442	154,766,984	94,334,120

Interim Condensed Consolidate_4

Interim Condensed Consolidated Statements of Changes in Shareholders (Deficit) Equity - USD ($)	Total	Class B Founder Shares	Class E Participation Shares	Class B Investor Shares	Class C Investor Shares	Members Capital	Equity (Deficit) Attributable to Gold Flora Corp	Non-controlling interest	Common Stock	Additional Paid in Capital	Accumulated Deficit
Balance, shares at Dec. 31, 2021		34,129,000	4,349,544	9,871,000	12,702,421
Balance, amount at Dec. 31, 2021	$ (3,415,894)					$ 40,674,409	$ (3,788,918)	$ 373,024	$ 0	$ 0	$ (44,463,327)
Retroactive application of Recapitalization, shares		(34,129,000)	(4,349,544)	(9,871,000)	(12,702,421)				93,000,458
Retroactive application of Recapitalization, amount	0					(40,674,409)	0	0	$ 0	40,674,409	0
After Effect of Retroactive Application of Recapitalization, shares									93,000,458
After Effect of Retroactive Application of Recapitalization, amount	(3,415,894)					0	(3,788,918)	373,024	$ 0	40,674,409	(44,463,327)
Distributions, Net	(116,479)	$ 0	$ 0	$ 0	$ 0	0	(116,479)	0	0	(116,479)	0
Equity Component of Convertible Debt	1,920,500	0	0	0	0	0	1,920,500	0	0	1,920,500	0
Accrued Preferred Distribution to Members	(1,197,681)	0	0	0	0	0	(1,197,681)	0	$ 0	0	(1,197,681)
Shares issued for Stately Penalty - Relief of Liability, shares									1,324,421
Shares issued for Stately Penalty - Relief of Liability, amount	599,915					0	599,915	0	$ 0	599,915	0
Share Based Compensation, shares									167,563
Share Based Compensation, amount	357,253					0	357,253	0		357,253	0
Net Loss	(26,389,562)	$ 0	$ 0	$ 0	$ 0	0	(26,248,124)	(141,438)	$ 0	21,318,268	(26,248,124)
Balance, shares at Sep. 30, 2022									94,492,442
Balance, amount at Sep. 30, 2022	(28,241,948)					0	(28,473,534)	231,586	$ 0	43,435,598	(71,909,132)
Balance, shares at Jun. 30, 2022		34,129,000	4,459,544	9,871,000	13,571,863
Balance, amount at Jun. 30, 2022	(19,400,828)					43,634,430	(19,668,770)	267,942		0	(63,104,195)
Retroactive application of Recapitalization, shares		(34,129,000)	(4,459,544)	(9,871,000)	(13,571,863)				94,492,442
Retroactive application of Recapitalization, amount	0					(43,634,430)	0	0		43,435,425	0
After Effect of Retroactive Application of Recapitalization, shares									94,492,442
After Effect of Retroactive Application of Recapitalization, amount	(19,400,828)					0	(19,668,770)	267,942		43,435,425	(63,104,195)
Distributions, Net	(46,886)	$ 0	$ 0	$ 0	$ 0	0	(46,886)	0	$ 0	(46,886)	0
Accrued Preferred Distribution to Members	(403,614)	0	0	0	0	0	(403,614)	0	0	0	(403,614)
Share Based Compensation, amount	47,059	0	0	0	0	0	47,059	0	0	47,059	0
Net Loss	(8,437,679)
Net Loss	(8,437,679)	$ 0	$ 0	$ 0	$ 0	0	(8,401,323)	(36,356)	$ 0	0	(8,401,323)
Balance, shares at Sep. 30, 2022									94,492,442
Balance, amount at Sep. 30, 2022	(28,241,948)					0	(28,473,534)	231,586	$ 0	43,435,598	(71,909,132)
Balance, shares at Dec. 31, 2022		34,129,000	4,659,544	9,871,000	13,571,863
Balance, amount at Dec. 31, 2022	(23,579,884)					43,634,430	(23,753,675)	173,791		0	(67,388,105)
Retroactive application of Recapitalization, shares		(34,129,000)	(4,659,544)	(9,871,000)	(13,571,863)				94,797,102
Retroactive application of Recapitalization, amount	0					(43,634,430)				43,634,430
After Effect of Retroactive Application of Recapitalization, shares									94,797,102
After Effect of Retroactive Application of Recapitalization, amount	(23,579,884)						(23,753,675)	173,791		43,634,430	(67,388,105)
Equity Component of Convertible Debt	0
Accrued Preferred Distribution to Members	(824,777)						(824,777)				(824,777)
Share Based Compensation, amount	566,991						566,991			566,991
Net Loss	(488,342)						(443,894)	(44,448)			(443,894)
Contributions, Net	2,661						2,661			2,661
Cancellation of Common Stock related to Participation Units, shares									(455,480)
Cancellation of Common Stock related to Participation Units, amount	0
Acquisition Date True Up, shares									1,235,893
Acquisition Date True Up, amount	0
Issuance of Equity for Debt Extinguishment, amount	609,320						609,320			609,320
Exercise of Equity Rights on Prior Acquisition, shares									6,776,482
Exercise of Equity Rights on Prior Acquisition, amount	0
Cancellation of Common Shares related to Earnout, shares									(136,019)
Cancellation of Common Shares related to Earnout, amount	0
Shares Issued for Vesting of Restricted, shares									1,011
Shares Issued for Vesting of Restricted, amount	0
Preferred Distribution Payable Converted to Equity, amount	8,552,956						8,552,956			8,552,956
Fair value of Shares Issued in a Business Combination, amount	21,318,268						21,318,268			21,318,268
Shares issued for Conversion of Debt, shares									39,166,191
Shares issued for Conversion of Debt, amount	27,460,467						27,460,467			27,460,467
Shares issued for Contingent Consideration Amendment, shares									1,096,776
Shares issued for Contingent Consideration Amendment, amount	175,000						175,000			175,000
Balance, shares at Sep. 30, 2023									288,290,900
Balance, amount at Sep. 30, 2023	(68,656,776)						33,959,988	129,343		102,616,764	(68,656,776)
Balance, shares at Jun. 30, 2023		34,129,000	4,360,535	9,871,000	13,571,863
Balance, amount at Jun. 30, 2023	(47,712,025)					43,742,951	(47,822,545)	110,520		0	(91,565,496)
Retroactive application of Recapitalization, shares		(34,129,000)	(4,360,535)	(9,871,000)	(13,571,863)				94,341,622
Retroactive application of Recapitalization, amount	0					(43,742,951)	0	0		43,742,951	0
After Effect of Retroactive Application of Recapitalization, shares									94,341,622
After Effect of Retroactive Application of Recapitalization, amount	(47,712,025)						(47,822,545)	110,520		43,742,951	(91,565,496)
Distributions, Net	(7,789)						(7,789)		$ 1,235,893	(7,789)
Accrued Preferred Distribution to Members									8,937,247
Share Based Compensation, amount	22,958,253						22,939,430	18,823			20,681,936
Net Loss	22,958,253						609,320		3,808,250	609,320	22,939,430
Issuance of Equity for Debt Extinguishment, amount	609,320	$ (34,129,000)	$ (4,360,535)	$ (9,871,000)	$ (13,571,863)	$ (43,742,951)	609,320		3,808,250	$ 609,320
Cancellation of Common Shares related to Earnout, amount	0
Shares Issued for Vesting of Restricted, amount	(30,710)						$ (30,710)				(30,710)
Acqusition Date True Up, amount									6,776,482
Exercise of Equity Rights on Prior Acqusition, amount	$ 0								(136,019)
Preferred Distribution Payable Converted to Equity, shares	8,552,956						8,552,956			8,552,956
Shares issued for Contingent Consideration Amendment, amount	$ 175,000								3,808,250
Conversion of Broker Units, amount	$ 296,671						$ 296,671		$ 1,096,776	$ 296,671
Shares Issued for Vesting of RSU's, shares									3,808,250
Issuance of Equity for Debt Extinguishment, shares	566,991						566,991			566,991
Issuance of Equity for Debt Extinguishment, amount	$ 609,320						$ 609,320			$ 609,320
Balance, shares at Sep. 30, 2023									288,290,900
Balance, amount at Sep. 30, 2023	$ (68,656,776)						$ 33,959,988	$ 129,343		$ 102,616,764	$ (68,656,776)

Interim Condensed Consolidate_5

Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash provided by (used in) Operating activities
Net Loss	$ (488,342)	$ (26,389,562)
Adjustments for items not involving cash
Depreciation and Amortization	10,197,104	5,967,319
Gain on Bargain Purchase Price	(49,025,606)
Loss on Extinguishment of Debt	(1,440,207)	0
Noncash Operating Lease Expense	625,373	(79,545)
Noncash Interest Expense on Finance Leases Added to Principal	1,903,213	2,784,589
Gain on Forgiveness of Convertible Debentures	(300,922)	0
Change in Fair Value of Earnout Liability	4,375,000	0
Deferred Income Taxes	4,109,180	440,791
Debt Discount Amortization	17,624	434,143
Debt Issue Cost Amortization	1,477,163	3,577,837
Share-Based Compensation	566,991	357,253
Bad Debt Expense	327,522	30,645
Change in Operating Assets and Liabilities:
Accounts Receivable	619,162	(830,804)
Prepaid Expenses and Other Current Assets	(164,767)	1,158,788
Security Deposits	(39,414)	(1,893,945)
Inventory	(1,023,874)	2,719,925
Accounts Payable and Accrued Liabilities	(5,636,355)	(339,000)
Accrued Interest and Taxes Payable	6,199,276	1,620,849
NET CASH USED IN OPERATING ACTIVITIES	(24,821,465)	(10,440,717)
CASH FLOWS FROM INVESTING ACTIVITIES:
Receipt of Cash from Notes Receivable	47,502	192,645
Issuance of Notes Receivable	(38,457)	0
Purchase of Property and Equipment and Construction Costs	(763,607)	(6,751,404)
Cash Received from Acquisition	55,306,235	0
NET CASH PROVIDED (USED) IN INVESTING ACTIVITIES	54,551,673	(6,558,759)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Convertible Notes, Net of Issue Costs	0	10,300,000
Proceeds from Related Party Loan	0	285,000
Payment of Convertible Notes Payable	(1,234,304)	0
Repayment of Notes	(4,695,562)	0
Proceeds from Notes	5,000,000	1,175,799
Principal Repayments of Finance Lease Liability	(1,094,511)	(44,344)
Payment of Acquisition Payable	0	(10,111,359)
Contributions, Net	2,661	0
Distributions, Net	0	(116,479)
Payment of Earnout Liability	(2,000,000)	0
Lease Incentive Payments Received	1,370,938	3,695,160
NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES	(2,650,778)	5,183,777
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	27,079,430	(11,815,699)
Cash and Cash Equivalents, Beginning of Period	5,217,071	17,455,239
CASH AND CASH EQUIVALENTS, END OF PERIOD	32,296,501	5,639,540
SUPPLEMENTAL DISCLOSURE FOR CASH FLOW INFORMATION:
Cash Paid for Interest	14,112,014	10,633,507
Cash Paid for Taxes	8,320,741	3,354,711
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Obtaining Property and Equipment in Exchange for Finance Lease Liabilities	3,382,830	1,953,979
Other Current Assets Reclassed to Property Plant and Equipment	2,175,000	0
Notes Receivable Offset with Accrued Expense	0	1,551,225
Equity Issued to offset Accrued Expense	471,671	599,915
Equity Component of Convertible Debt	0	1,920,500
Reclass of Equipment Deposits to Property and Equipment	1,044,202	0
Conversion of Preferred Dividends Payable to Equity	8,552,956	0
Recognition of Right-of-Use Assets and Lease Liabilities for Operating Leases	2,063,839	0
Accretion of Dividends Payable	824,777	1,197,681
Shares issued for Conversion of Debt	27,460,467	0
Conversion of Earnout Liability to Notes Payable	2,200,000	0
Accrued Interest Added to Principle of Convertible Notes Payable	$ 2,347,526	$ 0

NATURE OF OPERATIONS

NATURE OF OPERATIONS	9 Months Ended
	Sep. 30, 2023
NATURE OF OPERATIONS
NATURE OF OPERATIONS	1. NATURE OF OPERATIONS Gold Flora, LLC (“Gold Flora” or the “Company”) is a California limited liability company that was formed on November 15, 2016 and is a vertically integrated single-state operator that, through various subsidiaries, has cultivation, manufacturing, distribution and retail operations in California. While the nature of the Company’s operations is legalized and approved by the State of California, it is considered to be an illegal activity under the Controlled Substances Act of the United States of America (the “CSA”). Accordingly, certain additional risks and uncertainties are present as discussed in the following notes. On October 1, 2019, the Company and GF Distribution LLC, a subsidiary, entered into an asset purchase and contribution agreement to purchase substantially all assets of Shelf Life Inc. (“SLI”). SLI sold its assets to GF Distribution in exchange to GF Distribution’s obligation to pay up to $5.2 million in cash and SLI contributed the goodwill related to the assets in exchange for a 3.1% membership interest in GF Distribution (represented by 31 Class B membership interests of GF Distribution LLC). The transaction closed on October 1, 2019 as evidenced by the executed Bill of Sale. The Company’s registered office is located at 3165 Red Hill Avenue, Costa Mesa, CA 92626. On January 11, 2021, the Company entered into an asset contribution agreement to purchase substantially all assets of Stately, a Canadian based company focused on the development and acquisition of cannabis brands in the U.S. Stately contributed primarily cash and a note receivable for an aggregate total of $8,314,456, net of issuance costs. In exchange, the Company issued 8,694,421 Class C units along with a warrant to purchase 2,741,359 Class C units. On September 30, 2021, the Company closed in one transaction the acquisition of Higher Level of Care Hollister, Inc. and Higher Level of Care, Seaside, Inc. (“Higher Level of Care”). Total consideration was $26,712,732 with $8,792,732 paid in cash, $7,328,000 paid via equity rights in Gold Flora LLC, and $10,592,000 paid via a secured note payable to the sellers of Higher Level of Care. On December 31, 2021, the Company closed on the acquisition of Captain Kirk Services, Inc. dba Airfield Supply Co. (“Airfield”). Total consideration was $36,458,879 with $10,111,359 to be paid in cash, $2,765,520 paid via Class C units issued by Gold Flora, and $9,990,000 paid via a secured note payable to the sellers of Airfield and a potential earnout of $13,592,000. On July 7, 2023, the Company completed a reverse merger with TPCO Holding Corp. In connection with the transaction, the Company was deemed to be the accounting acquirer and TPCO Holding Corp. was the legal acquirer, and for the purpose of facilitating the merger, a new entity, Gold Flora Corporation (“GFC” or “the Company”) was formed. Pursuant to the reverse merger, TPCO Holding Corp., Stately Capital Corporation and GFC, amalgamated. The surviving amalgamated company was named GFC and re-domiciled to Delaware, United States and serves as the parent entity for the Gold Flora group of companies. GFC acquired all of the issued and outstanding membership units of the Gold Flora, LLC as well as all of the outstanding shares of Blocker and Blocker2. See Note 8 for further information.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Preparation and Statement of Compliance The accompanying condensed consolidated financial statements have been prepared on a going concern basis in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and reflect the accounts and operations of the Company and those of the Company’s subsidiaries in which the Company has a controlling financial interest. Investments in entities in which the Company has significant influence, but less than a controlling financial interest, are accounted for using the equity method. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the consolidated financial position of the Company as of September 30, 2023 and December 31, 2022, the consolidated results of operations and cash flows for the nine months ended September 30, 2023 and 2022 have been included. The accompanying condensed consolidated financial statements do not include all of the information required for full annual financial statements. Accordingly, certain information, footnotes and disclosures normally included in the annual financial statements, prepared in accordance with GAAP, have been condensed or omitted. The financial data presented herein should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2022 as published in the Management Information Circular for TPCO Holdings, Corp. on May 15, 2023, and the related notes thereto, and have been prepared using the same accounting policies described therein. Basis of Measurement These condensed consolidated financial statements have been prepared on the going concern basis, under the historical cost convention, except for certain financial instruments that are measured at fair value as described herein. Going Concern Historically, the Company’s primary source of liquidity has been its operations, capital contributions made by members and debt financing. The Company is currently meeting its current operational obligations as they become due from its current working capital and from operations. However, the Company has sustained annual losses since inception and may require additional capital in the future. As of September 30, 2023 and December 31, 2022, the Company had a total members’ equity (deficit) attributable to the Company of $33,959,988 and ($23,753,675), respectively, a net loss attributable to the Company of $443,894 and $26,248,124 for the nine months ended September 30, 2023 and 2022, respectively and net cash used in operating activities of $24,821,465 and $10,440,717, for the nine months ended September 30, 2023 and 2022. Because of these factors, there is substantial doubt about the Company’s ability to continue as a going concern. As of September 30, 2023 and December 31, 2022, the accompanying condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to substantial doubt about the Company’s ability to continue as a going concern. As described in Note 8, the Company consummated a reverse merger with TPCO Holding Corp. on July 7, 2023, forming Gold GFC. GFC anticipates realizing synergies from this acquisition, as well as plans to reduce operating expenses through various strategic initiatives and aggressive cost-cutting measures which the Company believes will allow it to operate for at least the next twelve months. In addition, GFC plans to raise additional financing if needed to help fund operations. However, there can be no assurance that the Company will be successful in achieving its objectives. These condensed consolidated interim financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to substantial doubt about the Company’s ability to continue as a going concern. Emerging Growth Company The Company is an “Emerging Growth Company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it has taken advantage of certain exemptions from various reporting requirements that are not applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a Company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. Business Combinations Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value at the date of acquisition. Acquisition-related transaction costs are expensed as incurred. Identifiable assets and liabilities, including intangible assets, of acquired businesses are recorded at their fair value at the date of acquisition. When the Company acquires control of a business, any previously held equity interest also is remeasured to fair value. The excess of the purchase consideration and any previously held equity interest over the fair value of identifiable net assets acquired is goodwill. If the fair value of identifiable net assets acquired exceeds the purchase consideration and any previously held equity interest, the difference is recognized in the Consolidated Statements of Operations immediately as a gain or loss on acquisition (See Note 8). The Company recognizes indemnification assets acquired in a business combination at the same time that it recognizes the indemnified item, measured on the same basis as the indemnified item, subject to the need for the valuation allowance for uncollectible amounts. Contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with ASC 450, Contingencies, as appropriate, with the corresponding gain or loss being recognized in profit or loss. When the initial accounting for a business combination has not been finalized by the end of the reporting period in which the transaction occurs, the Company reports provisional amounts. Provisional amounts are adjusted during the measurement period, which does not exceed one year from the acquisition date. These adjustments, or recognition of additional assets or liabilities, reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date. Revenue Recognition Revenue is recognized by the Company in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Through application of the standard, the Company recognizes revenue to depict the transfer of promised goods or services to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. In order to recognize revenue under ASU 2014-09, the Company applies the following five (5) steps: · Identify a customer along with a corresponding contract; · Identify the performance obligation(s) in the contract to transfer goods or provide distinct services to a customer; · Determine the transaction price the Company expects to be entitled to in exchange for transferring promised goods or services to a customer; · Allocate the transaction price to the performance obligation(s) in the contract; and · Recognize revenue when or as the Company satisfies the performance obligation(s). Revenues consist of wholesale and retail operations of cannabis, which are generally recognized at a point in time when control over the goods have been transferred to the customer and is recorded net of sales discounts. Payment is typically due upon transferring the goods to the customer or within a specified time period permitted under the Company’s credit policy. Revenue is recognized upon the satisfaction of the performance obligation. The Company satisfies its performance obligation and transfers control upon delivery and acceptance by the customer. Revenues, net, are disaggregated for the three and nine months ended September 30, 2023 and 2022 as follows: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Wholesale $ 3,716,729 $ 2,270,104 $ 9,480,500 $ 6,303,418 Retail 28,243,450 14,149,673 53,088,209 43,171,713 $ 31,960,179 $ 16,419,777 $ 62,568,709 $ 49,475,131 The Company has a customer loyalty program whereby customers are awarded points with instore and online delivery purchases. Once a customer achieves a certain point level, points can be used to pay for the purchase of product, up to a maximum number of points per transaction. Points expire after six months of no activity in a customer’s account. Unredeemed awards are recorded as deferred revenue. At the time customers redeem points, the redemption is recorded as an increase to revenue. Deferred revenue is included in other accrued expenses within accounts payable and accrued liabilities. The Company’s return policy conforms to the Medicinal and Adult-Use Cannabis Regulation and Safety Act (“MAUCRSA”), which was signed into law in September 2017 and creates the general framework for the regulation of commercial medicinal and adult-use cannabis in California. The Company determined that no provision for returns or refunds was necessary at September 30, 2023 and December 31, 2022. Earnings (Loss) Per Share Basic earnings (loss) per share (“Basic EPS”) is calculated by dividing the net earnings available to members by the weighted average number of member units outstanding during the period. Diluted earnings per member units is calculated using the treasury method of calculating the weighted average number of member units outstanding. The treasury method assumes that outstanding options with an average exercise price below the market price of the underlying units are exercised, and the assumed proceeds are used to repurchase member units of the Company at the average price of the member units for the period. After adjustments as defined in ASC 260, if the Company is in a net loss position, diluted loss per share is the same as basic loss per share when the issuance of shares on the exercise of convertible debentures, warrants, and share options are anti-dilutive. New and Revised Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) effective from December 15, 2022 for non-public business entities, which replaces the incurred loss model with a current expected credit loss (“CECL”) model and requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates. This standard applies to financial assets, measured at amortized cost, including loans, held-to-maturity debt securities, net investments in leases and trade accounts receivable. The guidance must be adopted using a modified retrospective transition method through a cumulative-effect adjustment to retained earnings in the period of adoption. The Company adopted this ASU Effective January 1, 2023. The Adoption did not have a material effect on its condensed consolidated financial statements. On March 27, 2023, the FASB issued ASU 2023-01, which amends certain provisions of ASC 842 that apply to arrangements between related parties under common control. Specifically, the ASU 2023-01 offers private companies, as well as not-for-profit entities that are not conduit bond obligors, a practical expedient that gives them the option of using the written terms and conditions of a common-control arrangement when determining whether a lease exists and the subsequent accounting for the lease, including the lease’s classification and amends the accounting for leasehold improvements in common-control arrangements for all entities. ASU 2023-01 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted in any annual or interim period as of the beginning of the related fiscal year. The Company is currently evaluating the adoption date and impact, if any, adoption will have on the Company’s consolidated financial statements.

INVENTORY

INVENTORY	9 Months Ended
	Sep. 30, 2023
INVENTORY
INVENTORY	3. INVENTORY Inventory consists of the following as of: September 30, 2023 December 31, 2022 Raw Materials $ 1,716,946 $ 324,192 Work in Progress 5,847,005 3,430,249 Finished Goods 7,672,191 4,065,211 Total Inventory $ 15,236,142 $ 7,819,652

PREPAID EXPENSES AND OTHER CURR

PREPAID EXPENSES AND OTHER CURRENT ASSETS	9 Months Ended
	Sep. 30, 2023
PREPAID EXPENSES AND OTHER CURRENT ASSETS
PREPAID EXPENSES AND OTHER CURRENT ASSETS	4. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consist of the following as of: September 30, 2023 December 31, 2022 Prepaid Expenses $ 1,322,288 $ 1,958,821 Prepaid Insurance 1,183,154 167,345 Prepaid Inventory 305,939 98,170 Prepaid Rent 10,720 - Prepaid Deposits 1,132,135 2,175,000 Total Prepaid Expenses and Other Current Assets $ 3,954,236 $ 4,399,336

PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT	9 Months Ended
	Sep. 30, 2023
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT	5. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consist of the following as of: September 30, 2023 December 31, 2022 Machinery and Equipment $ 14,475,041 $ 4,459,776 IT Equipment 3,697,329 3,472,158 Vehicle 823,623 607,783 Leasehold Improvements 30,245,643 14,380,141 Furniture and Fixtures 957,390 472,734 Assets Under Construction 1,882,607 11,530,767 Total Property and Equipment, Gross 52,081,633 34,923,359 Less: Accumulated Depreciation and Amortization (12,811,940 ) (8,943,547 ) Total Property and Equipment, Net $ 39,269,693 $ 25,979,812 Assets under construction represent construction in progress related to both cultivation, distribution and extraction facilities not yet completed or otherwise not ready for use. Depreciation and amortization expense for the three and nine months ended September 30, 2023 totaled $1,873,857 and $4,074,979, respectively of which $1,056,035 and $2,454,763 respectively, is included in cost of goods sold. Depreciation and amortization expense for the three and nine months ended September 30, 2022 totaled $696,290 and $2,077,468, respectively of which $341,372 and $1,016,047 respectively, is included in cost of goods sold.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2023
INTANGIBLE ASSETS
INTANGIBLE ASSETS	6. INTANGIBLE ASSETS Intangible assets consist of the following as of: September 30, 2023 December 31, 2022 Trade Name $ 14,175,000 $ 5,800,000 Licenses 68,647,000 35,000,000 Non-Compete 450,000 450,000 Total Intangible Assets, Gross 83,272,000 41,250,000 Less: Accumulated Amortization (7,646,611 ) (3,467,500 ) Total Intangible Assets, Net $ 75,625,389 $ 37,782,500 For the three and nine months ended September 30, 2023, the Company recorded amortization expense related to intangible assets of $2,635,778 and $4,179,111 respectively. For the three and nine months ended September 30, 2022, the Company recorded amortization expense related to intangible assets of $771,666 and $2,336,250, respectively. Additionally, during the nine months ended September 30, 2023, management noted no indications of impairment on its intangible assets.

GOODWILL

GOODWILL	9 Months Ended
	Sep. 30, 2023
GOODWILL
Goodwill	7. GOODWILL Goodwill is assigned to the reporting unit, which is the operating segment level or one level below the operating segment. Goodwill arises when the purchase price for acquired businesses exceeds the fair value of tangible and intangible assets acquired less assumed liabilities. Goodwill is reviewed annually for impairment or more frequently if impairment indicators arise. The goodwill impairment test compares the fair value of a reporting unit with its carrying amount. The amount by which the carrying amount exceeds the reporting unit’s fair value is recognized as a goodwill impairment loss. The Company conducts its annual goodwill impairment assessment as of the last day of the fiscal year. As of September 30, 2023 and December 31, 2022, goodwill was $11,067,896. Additionally, as of September 30, 2023, management noted no indications of impairment on its goodwill.

BUSINESS ACQUISITION

BUSINESS ACQUISITION	9 Months Ended
	Sep. 30, 2023
BUSINESS ACQUISITION
BUSINESS ACQUISITION	8. BUSINESS ACQUISITION On July 7, 2023, the Company completed a reverse merger with TPCO Holding Corp. for the purpose of expanding its retail footprint and to obtain synergies between the two companies. In connection with the transaction, the Company was deemed to be the accounting acquirer and TPCO Holding Corp. was the legal acquirer, and for the purpose of facilitating the merger, a new entity, GFC, was formed. Pursuant to the reverse merger, TPCO Holding Corp., Stately Capital Corporation and GFC, amalgamated pursuant to a court-approved plan of arrangement under the Business Corporations Act The acquisition noted above was accounted for in accordance with ASC 805 “ Business Combinations” July 7, 2023 Fair Value of Equity Issued and Replacement Equity Awards $ 21,318,268 Cash Consideration - Cash payout of dissenting TPCO Holding Corp. Shareholders 3,047,205 Settlement of Pre-Existing Relationships - Working Capital Loan (5,125,114 ) Total Consideration $ 19,240,359 Net Assets Acquired (Liabilities Assumed) Cash and Cash Equivalents $ 55,306,235 Accounts Receivable, Net 1,571,921 Inventory 6,392,616 Prepaid Expenses and Other Current Assets 1,565,133 Assets Held for Sale 997,416 Investments 1,312,846 Indemnification Assets 3,194,295 Deposits and other Long Term Assets 1,568,415 Promissory Note Receivable 330,248 Property and Equipment 13,382,050 Right-of-Use Assets - Operating 12,813,509 Right-of-Use Assets - Finance 7,774,852 Intangible Assets 42,022,000 Accounts Payable and Accrued Liabilities (15,326,162 ) Accrued Interest (330,001 ) Taxes Payable (15,067,461 ) Deferred Tax Liability (12,258,840 ) Liabilities Held for Sale (389,416 ) Consideration Payable (4,995,150 ) Operating Lease Liabilities (16,695,051 ) Finance Lease Liabilities (14,903,490 ) Total Identifiable Net Assets 68,265,965 Gain on Bargain Purchase (49,025,606 ) Total Purchase Price $ 19,240,359 The estimated cash amount to be paid to the dissenting TPCO Holding Corp. shareholders was calculated based on the TPCO closing share price of $0.17696 on June 14, 2023 (being the last trading date prior to the date of the TPCO shareholders meeting held to authorize the arrangement involving TPCO and Gold Flora) and recorded as a component of accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheet. Certain of the dissenting TPCO shareholders have asserted that the fair value of their shares is higher than the trading price, at least US$0.9847 per share. However, the ultimate amount required to be paid by the Company is subject to determination by the Supreme Court of British Columbia. The resulting preliminary bargain purchase price is a result of the net asset value acquired as compared to the fair value of the total consideration issued.

ACCOUNTS PAYABLE AND ACCRUED LI

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	9 Months Ended
	Sep. 30, 2023
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities consist of the following as of: September 30, 2023 December 31, 2022 Accounts Payable $ 12,593,229 $ 8,093,543 Accrued Payroll and Related 3,454,693 326,612 Accrued Purchases 2,001 54,398 Other Accrued Expenses 9,610,772 4,745,801 Total Accounts Payable and Accrued Liabilities $ 25,660,695 $ 13,220,354

LEASES

LEASES	9 Months Ended
	Sep. 30, 2023
LEASES
LEASES	10. LEASES Operating Leases The Company leases certain business facilities from related parties and third parties under non-cancellable operating lease agreements that specify minimum rentals. The operating leases require monthly payments ranging from $2,000 to $77,500 and expire through November 2037. Certain lease monthly payments may escalate up to 5.0% each year. In such cases, the variability in lease payments is included within the current and noncurrent operating lease liabilities. Finance Leases The Company has certain finance leases from third parties and related parties as of September 30, 2023 and December 31, 2022 for property Desert Hot Springs, CA, Long Beach, CA, Commerce, CA, Corona, CA, and certain vehicle finance leases, with up to 30 years terms. During the nine months ended September 30, 2023, the Company entered into a lease agreement for property in Corona, CA with a related party. The lease was determined to be a finance lease, as such the Company recorded a finance lease asset and finance lease liability of $3,382,830. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The below are the details of the lease cost and other disclosures regarding the Company’s leases for the three and nine months ended September 30, 2023 and 2022: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Finance Lease Cost Amortization of Finance Lease Right-of-Use Assets $ 1,410,900 $ 565,780 $ 2,398,539 $ 1,553,601 Interest on Lease Liabilities 3,372,722 2,285,239 8,548,565 6,764,213 Sublease (Income) (608,670 ) (582,689 ) (1,840,245 ) (1,735,156 ) Operating Lease Cost 1,678,533 514,788 2,861,198 1,544,365 Total Lease Expenses $ 5,853,485 $ 2,783,118 $ 11,968,057 $ 8,127,023 Cash Paid for Amounts Included in the Measurement of Lease Liabilities: Financing Cash Flows from Finance Lease, Principal Payment $ 406,338 $ 15,972 $ 1,094,511 $ 44,344 Financing Cash Flows from Finance Lease, Interest Payment $ 2,939,045 $ 1,364,640 $ 6,633,083 $ 3,268,897 Operating Cash Flows from Operating Leases, Gross $ 1,237,409 $ 419,747 $ 2,210,878 $ 1,270,565 Cash Received for Lease Incentive Payments $ 1,370,938 $ - $ 1,370,938 $ 3,695,160 Non-Cash Additions to Right-of-Use Assets and Lease Liabilities: Recognition of Right-of-Use Assets for Finance Lease $ - $ 1,725,737 $ 3,382,830 $ 1,953,979 Right-of-Use Assets for Finance Lease Assumed on Business Acquisition $ 7,774,852 $ - $ 7,774,852 $ - Recognition of Right-of-Use Assets for Operating Leases $ 118,873 $ - $ 2,063,839 $ - Right-of-Use Assets for Operating Leases Assumed on Business Acquisition $ 12,813,509 $ - $ 12,813,509 September 30, 2023 December 31, 2022 Weighted-Average Remaining Lease Term (Years) - Finance Leases 23.37 26.91 Weighted-Average Remaining Lease Term (Years) - Operating Leases 7.78 9.85 Weighted-Average Discount Rate - Finance Leases 16.00 % 14.58 % Weighted-Average Discount Rate - Operating Leases 14.00 % 12.57 % The maturity of the contractual undiscounted lease liabilities as of June 30, 2023: Year Ending December 31, Operating Leases Finance Leases 2023 (Remaining) $ 1,658,932 $ 3,717,118 2024 6,693,749 14,981,400 2025 6,738,199 15,373,987 2026 6,766,344 15,769,161 2027 5,786,609 14,802,040 2028 and Thereafter 21,460,001 348,240,740 Total Future Minimum Lease Payments 49,103,834 412,884,446 Less: Interest (20,644,901 ) (323,983,579 ) Present Value of Lease Liabilities 28,458,933 88,900,867 Less: Current Portion of Lease Liabilities (2,277,156 ) (2,847,516 ) Lease Liabilities, Net of Current Portion $ 26,181,777 $ 86,053,351

NOTES PAYABLE

NOTES PAYABLE	9 Months Ended
	Sep. 30, 2023
NOTES PAYABLE
NOTES PAYABLE	11. NOTES PAYABLE Notes payable consist of the following as of: September 30, 2023 December 31, 2022 Promissory note, dated October 1, 2019, related to the acquisition of Shelf Life Inc which matured on December 31, 2022 and bears no interest. $ 5,200,000 $ 5,200,000 Airfield acquisition note payable, bearing interest at 8% per year, with twelve quarterly payments of principal and interest beginning on the fifteenth month following December 31, 2021 and maturing on December 31, 2025. 9,011,247 10,813,497 Equipment loan, bearing interest at 9.5% per year plus the Secured Overnight Financing Rate but not less than 2.99% or more than 5.5% ("SOFR"), plus a service fee of 2%, and secured by substantially all assets of the Company. Principal and interest is to be paid monthly of $140,462 plus the SOFR payment with the balance of principal due on maturity, December 14, 2025. 2,961,691 4,000,000 Higher Level of Care acquisition note payable, bearing interest at 8% per year, with twelve quarterly payments of principal and interest beginning on the fifteenth month following September 30, 2021 and maturing on September 30, 2025. 8,420,476 10,291,694 Promissory 2,200,000 - Promissory notes, dated in May 2020, related to the Paycheck Protection Program ("PPP") which matured in May 2022 and bear 1% interest with interest and principal payments due monthly. 1,294,221 1,294,221 Other 54,143 37,928 Total Notes Payable $ 29,141,778 $ 31,637,340 Less: Unamortized Discount Due to Imputed Interest (100,911 ) (118,535 ) 29,040,867 31,518,805 Less: Current Portion of Notes Payable (15,532,272 ) (13,846,582 ) Notes Payable, Net of Current Portion $ 13,508,595 $ 17,672,223 During the nine months ended September 30, 2023, TPCO Holding Corp. entered into an arrangement to provide funding to the Company with principal amounts of up to $5,000,000. During the nine months ended September 30, 2023, the Company advanced $5,000,000 of the committed funding and accrued interest of $125,114. The note was secured by certain assets of the Company, bore interest at 10% per annum and is payable in full on maturity, which is 90 days from the termination of the reverse merger agreement. On July 7, 2023, this note was settled through the merger, see Note 8. The Company entered into the Paycheck Protection Program (“PPP”) loans based on information available at the time. Subsequent to the receipt of funds, it was determined that the Company may not be eligible under the related program. The Company is in the process of evaluating options regarding the PPP loans. The Company is currently in active litigation with Shelf Life Inc. (“SLI”). At this time, the Company does not believe that any amounts are due under the note to SLI. The Company believes the litigation will be resolved in the first half of 2024. See discussion of related party loans in Note 14.

CONVERTIBLE NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE	9 Months Ended
	Sep. 30, 2023
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE	12. CONVERTIBLE NOTES PAYABLE As of September 30, 2023 and December 31, 2022, convertible notes payable consists of the following: September 30, 2023 December 31, 2022 Convertible Notes Payable $ 19,727,123 $ 47,786,487 Less: Unamortized Discount Due to Imputed Interest - (4,248,342 ) 19,727,123 43,538,145 Less: Current Portion of Convertible Notes Payable - (15,718,424 ) . Convertible Notes Payable, Net of Current Portion $ 19,727,123 $ 27,819,721 1 st On June 14, 2019, the Company completed a private placement with investors for up to $15,000,000 of unsecured convertible debenture units (“CD Units”). Each CD Unit is comprised of (i) one US$1,000 principal amount unsecured convertible debenture (a “CD”) which is automatically convertible into Class C membership interest units of the Company (“LLC Units”) or the securities of a resulting issuer upon the completion of a Liquidity Event; and (ii) a warrant (an “LLC Warrant”) of the Company to purchase that number of LLC Units equal to the issued CDs divided by the CDs conversion price. Otherwise, the CDs mature on the second anniversary of issuance. A Liquidity Event means a transaction such as a public offering by the Company with minimum gross proceeds of $20,000,000 or a merger or similar transaction with a concurrent financing with minimum gross proceeds of $20,000,000 in each case that results in the Company’s LLC Units or the securities of the resulting issuer being listed on a recognized stock exchange. A Liquidity Event also includes transactions such as the sale of the Company’s assets or a tender offer whereby the holders of the LLC Units receive case or publicly listed securities on a recognized securities exchange. The CDs conversion price (the “Conversion Price”) is the lesser of (i) the price that is a 25% discount of the Liquidity Event price or (ii) the price determined based on a pre-money enterprise value of $65,000,000 based on the fully-diluted in-the-money membership units of the Company measured immediately prior to the time of the Liquidity Event (which has an indicative price of $1.48). The CDs bear interest of 8% which is payable semi -annually and matures two years from issuance. Any accrued but unpaid interest is to be paid in cash. The LLC Warrants have an exercise price to acquire each LLC unit that is 35% greater than the CD conversion price. The LLC Warrants will be exercisable commencing on the date of a Liquidity Event and through the subsequent 24 months subject to customary anti-dilution and change of control provisions. Additionally, the LLC Warrants expire on the second anniversary date of the CDs if a Liquidity Event has not occurred. The Company’s international investors indirectly invest in CD Units through a direct investment in units (the “Blocker Unit”) of a special purpose U.S. finance corporation (the “Blocker”). Each Blocker Unit consisted of (i) one share of the Blocker (a “Blocker Share”), and (ii) one warrant (a “Blocker Warrant”) to purchase that number of shares of the Blocker equal to the dollar amount issued divided by the Conversion Price. The Blocker and its related Blocker Share and Blocker Warrant are not consolidated into the Company’s financial statements. Additionally, as part of the fees paid to the broker for the financing, broker warrants (“Broker Warrants”) were issued which consisted of an LLC Unit and an LLC Warrant (collectively, “Broker Unit”). The number of Broker Warrants issued is equal to 7.0% of the gross proceeds of CDs with an exercise price equal to the Conversion Price. If a Liquidity Event does not occur 12 months after the issuance, 10% additional CD Units or Blocker Units, as applicable, are issued to original investor for no additional consideration (the “Additional Securities”). The Additional Securities were issued on June 14, 2020. In July and August of 2020, the Company offered to the holders of the CDs a debenture exchange whereby $15,418,000 convertible debentures with the exact same terms as the CDs except with a maturity date of June 13, 2022 (the “Exchanged CD”) were exchanged for $15,418,000 of CDs. The exchange was effective January 1, 2021. The warrants were not exchanged or extended. Pursuant to ASC 480 – Distinguishing Liabilities from Equity and ASC 815 – Derivatives and Hedging, the Company classified the LLC Warrants and Broker Warrants within equity. In June 2021, all of the issued warrants expired unexercised. During the year ended December 31, 2022, the Company offered to the holders of the Exchanged CDs a debenture exchange whereby $9,213,000 convertible debentures with the exact same terms as the Exchanged CDs except with a maturity date of September 30, 2023, and the addition of 6% additional interest per year payable in kind, and $6,205,000 convertible debentures with the exact same terms as the Exchanged CDs except with a maturity date of December 31, 2023, and the addition of a conversion feature at a conversion price of $1.48 at the option of the holder prior to maturity and a liquidity event. As of September 30, 2023 and December 31, 2022, the related unamortized debt discount was nil and nil, respectively. As a result of the reverse merger with TPCO Holding Corp., on July 7, 2023, the principal balances of the 1 st 2 nd Between February 2021 through April 2021, the Company entered into unsecured convertible debenture units (“CD2 Units”) agreements with investors for up to $12,000,000. Each CD2 Unit is comprised of (i) one US$1,000 principal amount unsecured convertible debenture (“CD2”) which is automatically convertible into LLC Units upon completion of a liquidity event or convertible at the holder’s option immediately prior to maturity; and (ii) a warrant (“LLC Warrant2”) to purchase that number of units equal to one-half of the dollar amount issued divided by the conversion price of LLC Units. Otherwise, the CD2s mature on the 3rd anniversary of issuance. The total CD2s issued were $11,755,000 and warrants to purchase an aggregate of 4,778,455 Class C Units. The CD2s conversion price (the “Conversion Price2”) is the lessor of (i) the price that is a 25% discount of the liquidity event price and (ii) $1.64 per LLC unit. The CD2s bear interest of 8% which is payable semi-annually and matures February 24. 2024. The CD2s also contain a conversion feature at the option of the holder with a conversion price of $1.64 per LLC unit. A Liquidity Event means a transaction such as a public offering by the Company with minimum gross proceeds of $20,000,000 or a merger or similar transaction with a concurrent financing with minimum gross proceeds of $20,000,000 in each case that results in the Company’s LLC Units or the securities of the resulting issuer being listed on a recognized stock exchange. A liquidity event also includes transactions such as the sale of the Company’s assets or a tender offer whereby the holders of the LLC Units receive case or publicly listed securities on a recognized securities exchange. Any accrued but unpaid interest is to be paid in cash. However, in the event of an optional conversion, the Company may, in its sole discretion, determine if the accrued and unpaid interest will be paid in cash or is considered part of the amount eligible to be converted in the optional conversion. The LLC Warrant2s have an exercise price to acquire each LLC unit that is 35% greater than the CD2 conversion price. The LLC Warrant2s are adjusted for certain events specified in the LLC Warrant2 agreement. The LLC Warrant2s will be exercisable on the date of a Liquidity Event for 24 months subject to customary anti-dilution and change of control provisions. The LLC Warrant2s expire on the maturity date of the CD2s if a Liquidity Event has not occurred. The Company’s international investors indirectly invest in CD2 Units through a direct investment in units (the “Blocker2 Units”) of GF Investco2 Inc., a special purpose Nevada finance corporation (the “Blocker2”). Each Blocker2 Unit will consist of (i) one share of the Blocker2 (a “Blocker2 Share”), and (ii) one warrant (a “Blocker2 Warrant”) to purchase that number of shares of the Blocker2 equal to one-half the dollar amount issued divided by the Conversion Price. The Blocker2 and its related Blocker2 Share and Blocker2 Warrant are not consolidated into the Company’s financial statements. Since a Liquidity Event did not occur 12 months after the issuance, 10% additional CD2s or Blocker2 Shares, as applicable, and 10% additional LLC Warrant2s and Blocker2 Warrants, as applicable, are issued to the original investor for no additional consideration (“Additional Security2”). The Additional Security2s were issued on February 24, 2022, consisting of an aggregate of $1,155,500 of CD2s or Blocker2 Shares, as applicable, and 628,494 LLC Warrant2s and Blocker2 Warrants, as applicable. Pursuant to ASC 480 – Distinguishing Liabilities from Equity and ASC 815 – Derivatives and Hedging, the Company classified the LLC Warrants and Broker Warrants within equity. The relative fair value of the Warrant2s and Blocker2 Warrants was $2,937,702 and was recognized within members’ capital and as a reduction in the value of the CD2s and Blocker2s as a debt discount on the Company’s condensed consolidated balance sheet. As of September 30, 2023 and December 31, 2022, unamortized debt discount related to the Warrant2s, Blocker2 Warrants, and Additional Security2 was nil and $1,328,324, respectively, with $1,034,497 and $700,010 as interest expense during the nine months ended September 30, 2023 and 2022, respectively. As a result of the reverse merger with TPCO Holding Corp., on July 7, 2023, the principal balances of the 2 nd Higher Level of Care Financing On November 5, 2021, the Company entered into unsecured convertible debenture units (“CDH Units”) agreements with investors for $8,200,000. Each CDH Unit is comprised of (i) one $1,000 principal amount unsecured convertible debenture (“CDH”) which is automatically converted into the Company’s Class F LLC Units upon completion of a liquidity event (“Auto Conversion”) or convertible at the holder’s option immediately prior to maturity (“Optional Conversion”); and (ii) a warrant (“LLC WarrantH”) to purchase that number of Class F units. Otherwise, the CDHs mature on the third anniversary of issuance. The total LLC WarrantHs issued was 4,969,200 as part of the CDH Units. The CDHs conversion price is the lessor of (i) the price that is a 25% discount of the Liquidity Event price and (ii) $1.65 per Class F LLC unit. Under the Optional Conversion feature, the CDHs conversion price is $1.65 per Class F LLC unit. The CDH bear interest of 8% which is payable semi -annually in cash or Class F LLC units and matures November 5. 2024. Any accrued but unpaid interest is to be paid in cash. However, in the event of an Optional Conversion, the Company may, in its sole discretion, determine if the accrued and unpaid interest will be paid in cash or is considered part of the amount eligible to be converted in the Optional Conversion. The LLC WarrantHs have an exercise price of $2.00 each. The LLC WarrantHs will be exercisable from issuance through the 4 th If a liquidity event does not occur 12 months after the issuance, 10% additional CDHs and LLC Warrants (“Additional SecurityH”), are issued to original investor for no additional consideration. The Additional SecurityHs were issued in November 2022 and was recorded as additional debt discount. Pursuant to ASC 480 – Distinguishing Liabilities from Equity and ASC 815 – Derivatives and Hedging, the Company classified the LLC WarrantHs within equity. As of September 30, 2023 and December 31, 2022, the unamortized debt discount related to the LLC WarrantHs and Additional SecuriiyH was nil and $229,921, respectively, with $113,215 and $825,656 recognized as interest expense during the nine months ended September 30, 2023 and 2022, respectively. Airfield Financing On February 8, 2022 and February 23, 2022, the Company entered into unsecured convertible debenture units (“CDA Units”) agreements with investors for $10,100,000 in aggregate. Each CDA Unit is comprised of (i) one $1,000 principal amount unsecured convertible debenture (“CDH”) which is automatically converted into the Company’s Class F LLC Units upon completion of a liquidity event (“Auto Conversion”) or convertible at the holder’s option immediately prior to maturity (“Optional Conversion”); and (ii) a warrant (“LLC WarrantA”) to purchase that number of Class F units. Otherwise, the CDAs mature on the third anniversary of issuance. The total LLC WarrantAs issued was 6,120,600 as part of the CDA Units. The CDAs conversion price is the lessor of (i) the price that is a 25% discount of the Liquidity Event price and (ii) $1.65 per Class F LLC unit. Under the Optional Conversion feature, the CDAs conversion price is $1.65 per Class F LLC unit. The CDAs bear interest of 8% which is payable semi -annually in cash or Class F LLC units and matures February 2025. Any accrued but unpaid interest is to be paid in cash. However, in the event of an Optional Conversion, the Company may, in its sole discretion, determine if the accrued and unpaid interest will be paid in cash or is considered part of the amount eligible to be converted in the Optional Conversion. The LLC WarrantAs have an exercise price of $2.00 each or 90% of the 10-day VWAP of the Company’s publicly traded shares, if a liquidity event occurs and if an earnout-payment related to its acquisition of Airfield is made in the Company’s publicly traded shares. The LLC WarrantAs will be exercisable from issuance through the fourth anniversary, February 2026, subject to customary anti-dilution and change of control provisions. The Company may accelerate the expiration date of the Warrants, if the LLC Class F units are listed on an exchange and its 10-day VWAP is greater than $4.00 for 20 consecutive trading days (“Accelerated Expiration Trigger”), to be 90-days following the Accelerated Expiration Trigger. The exercise price of the LLC WarrantAs are adjusted if the Company issues LLC Units at less than 95% of the fair market value of such LLC Class F units, the WarrantAs exercise price will be multiplied by the fraction where the numerator shall be the total number of Class F Units outstanding on such record date plus the number of Class F Units equal to the number arrived at by dividing the aggregate price of the total number of additional Class F Units offered by the fair market value, and the denominator shall be the total number of Class F Units outstanding on such record date plus the total number of additional Class F Units offered for subscription or purchase (“Adjustment Provision”). If a liquidity event does not occur 12 months after the issuance, 10% additional CDAs and LLC WarrantAs (“Additional SecurityA”), are issued to original investor for no additional consideration. Additional SecurityHs were issued in February 2023, which consist of $1,010,00 of CDAs and 612,060 LLC WarrantAs and was recorded as additional debt discount. Pursuant to ASC 480 – Distinguishing Liabilities from Equity and ASC 815 – Derivatives and Hedging, the Company classified the LLC WarrantAs within equity. At September 30, 2023 and December 31, 2022, the unamortized debt discount related to the LLC WarrantAs and Additional SecurityA was nil and $647,831, respectively, with $113,500 and $916,358 recognized as interest expense during the nine months ended September 30, 2023 and 2022, respectively. On July, 6, 2023, prior to the reverse merger with TPCO Holding Corp., the Company entered into a debt modification with certain convertible debt holders above, representing approximately $22,515,000 in convertible debt. As consideration for the debt modification and voting support agreement, the Company issued 2,500,000 Class C member units to these convertible debt holders which were ultimately converted to common shares of the Company upon the merger. Management determined the debt modification was considered an extinguishment of debt and recorded a loss on extinguishment of debt in the amount of approximately $1,440,000. The modified convertible debt bear interest at 8 percent per annum, unsecured, matures on December 31, 2025 and convertible at the option of the debt holders at $0.7549 per GFC common shares. The mandatory conversion feature, that was previously contained in the agreements, were removed and replaced with the Company’s optional conversion feature in the event the Company’s common stock exceeds a 20-day VWAP of $1.0175. In the event the 20-day VWAP price is met, the Company may elect to have the holders of the convertible debt convert at a price of $0.7549.

SHAREHOLDERS EQUITY

SHAREHOLDERS EQUITY	9 Months Ended
	Sep. 30, 2023
SHAREHOLDERS EQUITY
SHAREHOLDERS' EQUITY	13. SHAREHOLDERS’ EQUITY Authorized Units Prior to the merger, each member’s interest in the Company, including the member’s interest in income, gains, losses, deductions and expenses of the Company, was represented by units (“LLC Units”), which are further divided by Class from A through F. Upon a liquidation event, LLC Units were generally entitled to their pro-rata portion of net assets based on total equity instruments then outstanding to reduce the holders invested capital to zero and any remaining was shared pro rata share among the member LLC units holders. The Company was authorized to issue unlimited LLC Units. There was an 8% simple non-compounded return to the holders of Class B Units. The Company had determined it was obligated to pay such amount, and accordingly accrued the return on the basis of outstanding investment amount quarterly. In conjunction with the merger, all LLC Units were converted to common shares of the Company on a 1 to 1.5233 basis and has a total authorized common share limit of 450,000,000. In conjunction with the merger, holders of the preferred distributions payable related to the holders of Class B Units and equity rights holders related to the Airfield acquisition in 2021 converted/exercised their preferred distribution payable and rights to 8,937,247 and 6,776,482 common shares of the Company, respectively. Employee Profits Interest Prior to the acquisition, see Note 8, the Company issued Class E Units to new or existing Members in exchange for services performed or to be performed on behalf of the Company (“Profits Interest Units”); The Profits Interest Units were not allowed to constitute more than 15% of the total outstanding LLC Units. Members receiving Profits Interest Units were not entitled to make capital contributions with respect to the Profits Interest Units. Share based compensation expense was $566,991 and $357,253 during the nine months ended September 30, 2023 and 2022, respectively. The Class E Units had accelerated vesting upon a liquidity event. Accordingly, the previously unrecognized compensation expense for Profits Interests Units were recognized in July 2023 and all Profit Interest Units were converted to common shares, see Note 8. Grant date fair value was $1.21 and $1.49 per unit as of September 30, 2023 and December 31, 2022, respectively and had no intrinsic value. The Company recognized forfeitures when they occurred. The following table summarizes the issued and outstanding Profits Interest Units: Issued and Outstanding Vested Balance as of December 31, 2022 6,642,403 4,675,754 Vested - 1,966,649 Converted to Common Shares (6,642,403 ) (6,642,403 ) Balance as of September 30, 2023 - - There were no profit interest granted during the nine months ended September 30, 2023. Restricted Stock Units The following table summarizes the issued and restricted stock units: Issued and Outstanding Weighted Average Grant Date Fair Value Balance as of December 31, 2022 - - Assumed in Acquisition 427,588 3.63 Vested (24,011 ) 0.87 Forfeited (121,706 ) 5.79 Balance as of September 30, 2023 281,871 19.73 Options The options outstanding relate to legacy options from prior acquisitions. No further options will be issued under those legacy plans. The following table summarizes the issued and outstanding Options: Number of Options Outstanding Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Balance as of December 31, 2022 - - Assumed in Acquisition 225,940 7.79 Expired (66,429 ) 6.71 Forfeited (8,874 ) 7.63 Balance as of September 30, 2023 150,637 8.28 4.02 - Vested and Expected to Vest 150,637 8.28 - - Exercisable 139,083 8.22 4.01 - Warrants The following table summarizes the issued and outstanding warrants: Number of Warrants Outstanding Class C LLC Units Class F LLC Units Common Shares Weighted - Average Exercise Price Balance as of December 31, 2022 9,784,803 11,586,720 - $ 1.74 Issued - 612,060 $ 2.00 Expired (264,765 ) - - $ 1.64 Exchanged upon Merger (9,520,038 ) (12,198,780 ) 33,084,276 $ 1.15 Acquired upon Merger - - 35,837,500 $ 11.50 Balance as of September 30, 2023 - - 68,921,776 $ 7.59 At September 30, 2023 and December 31, 2022, the weighted-average remaining term and aggregate intrinsic value for the outstanding warrants was 2.0 years and nil, and 2.4 years and nil, respectively.

RELATED PARTIES

RELATED PARTIES	9 Months Ended
	Sep. 30, 2023
RELATED PARTIES
RELATED PARTIES	14. RELATED PARTIES Expenses incurred and contributions received from related parties, and amounts due to and (due from) related parties, which are included as components of accounts payable and accrued liabilities or (accounts receivables) in the accompanying condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022 and the condensed consolidated statements of operations for the nine months ended September 30, 2023 and 2022 are as follows: Incurred (Received) Due To (From) Related Party Name Relationship Nature of Transactions September 30, 2023 September 30, 2022 September 30, 2023 December 31, 2022 127 Radio Road Partners, LLC Co-owned by a shareholder of the Company Facility Rent $ 389,462 $ 63,327 $ 6,410 $ - BlackStar Contractors Inc. Co-owned by a shareholder of the Company Construction of Facilities $ 11,628 $ 5,567,591 $ (1,251,956 ) $ (847,156 ) BlackStar Financial Inc. Co-owned by a shareholder of the Company Shared Services $ 150,007 $ 204,652 $ 75,559 $ 74,407 BlackStar Industrial Properties LLC Co-owned by a shareholder of the Company Facility Rent and Advances $ 5,000 $ 29,160 $ 2,638,153 $ 2,638,153 GF 5630 Partners LLC Managed by Directors and officers of Gold Flora Corporation Facility Rent $ 404,479 $ 332,235 $ 307,699 $ 525,302 GF Investco 2, Inc. Managed by Directors and officers of Gold Flora Corporation Interest Expense $ 188,410 $ 508,200 $ - $ 374,374 GF Invesco, Inc. Managed by Directors and officers of Gold Flora Corporation Interest Expense $ 240,382 $ 713,190 $ - $ 187,455 Gold Flora Capital LLC Managed by Directors and officers of Gold Flora Corporation Interest Expense $ 4,449 $ 13,200 $ 15,800 $ 15,800 MasterCraft Homes Group LLC Co-owned by a shareholder of the Company Shared Services $ 6,927 $ 51,224 $ 29,371 $ 24,700 Total $ 1,400,744 $ 7,482,779 $ 1,821,036 $ 2,993,035 In addition, to the above transactions, the Company entered into a promissory note with Skyfall Partners, LLC, an entity majority owned by a shareholder of the Company, dated December 31, 2020, which matured on December 22, 2021 and bears interest at an interest rate of 10% with principal and unpaid interest due at maturity. The balance of the note payable at September 30, 2023 and December 31, 2022 was $425,000 and $425,000, respectively. The note was amended to extend the maturity date to April 2023. The Company is currently in negotiations to extend the maturity date. Amounts due to Skyfall Partners, LLC is included as a component of due to related parties in the accompanying condensed consolidated balance sheets. In addition, to the above transactions, the Company entered into a promissory note with BlackStar Capital Partners, LLC, an entity majority owned by a shareholder of the Company, dated December 15, 2021, which matured on June 14, 2023 and bears interest at an interest rate of 10% with principal and unpaid interest due at maturity. The Company is currently in negotiations to extend the maturity date. The balance of the note payable at September 30, 2023 and December 31, 2022 was $1,580,000 and $1,580,000, respectively. Amounts due to Black Star Capital Partners, LLC is included as a component of due to related parties in the accompanying condensed consolidated balance sheets. A former director of the Company is a close family member to an owner of R&C Brown Associates, LP (“R&C”). The Company has two operating leases and one finance lease with R&C. R&C ceased to be a related party on July 7, 2023.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2023
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	15. COMMITMENTS AND CONTINGENCIES Periodically, the Company reviews the status of each significant matter and assesses the potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable, and the amount can be reliably estimated, such amounts are recognized in other liabilities. Contingent liabilities are measured at management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period and are discounted to present value when the effect is material. The Company performs evaluations to identify onerous contracts and, where applicable, records contingent liabilities for such contracts. Contingent consideration is measured upon acquisition and is estimated using probability weighting of potential payouts. Subsequent changes in the estimated contingent consideration from the final purchase price allocation are recognized in the Company’s condensed consolidated statements of operations. Commitments In June 2023, the Company and the sellers of Airfield informally discussed amending the acquisition agreement for Airfield as it relates to the earn-out. As a result of the informal discussions, on July 5, 2023, the Company amended the acquisition agreement with the sellers of Airfield whereby the parties agreed to an earn-out amount to be paid as follows: $2,000,000 is to be paid out in cash, of which $1,000,000 was paid on July 14, 2023 and another $1,000,000 was paid on or before August 14, 2023. Another payment through the issuance of 720,000 Class C units of the Company’s equity, which converted into shares of GFC on July 7, 2023, the fair value of which was approximately $175,000. The last payment of $2,200,000 is to be paid via a promissory note, which is due one year after entering into this amendment. As a result, the Company recorded an increase in the change in fair value of an earnout liability in the accompanying condensed consolidated statement of operations. Contingencies The Company’s operations are subject to a variety of local and state regulations. Failure to comply with one or more of those regulations could result in fines, restrictions on its operations, or losses of permits that could result in the Company ceasing operations in that specific state or local jurisdiction. While management of the Company believes that the Company is in compliance with applicable local and state regulations at December 31, 2021, cannabis regulations continue to evolve and are subject to differing interpretations. As a result, the Company may be subject to regulatory fines, penalties, or restrictions in the future. The Company has a loyalty program whereby customers accumulate points through purchases, and the earned points can be used to reduce the price of future purchases. The points do not expire and are recorded as a component of accounts payable and accrued liabilities on the accompanying condensed consolidated balance sheets for amounts customers have earned but have not yet used. Due to the merger, certain TPCO Holding Corp. shareholders dissented from the vote for the merger. An amount was calculated based on the TPCO closing share price of $0.17696 on June 14, 2023 (being the last trading date prior to the date of the TPCO shareholders meeting held to authorize the arrangement involving TPCO and Gold Flora and recorded as a component of accounts payable and accrued liabilities in the accompanying consolidated balance sheet. Certain of the dissenting TPCO shareholders have asserted that the fair value of their shares is higher than the trading price, at least US$0.9847 per share. However, the ultimate amount required to be paid by Gold Flora is subject to determination by the Supreme Court of British Columbia. Claims and Litigation From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. At September 30, 2023, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s consolidated operations. There are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s interest.

PROVISION FOR INCOME TAXES

PROVISION FOR INCOME TAXES	9 Months Ended
	Sep. 30, 2023
PROVISION FOR INCOME TAXES
PROVISION FOR INCOME TAXES	16. PROVISION FOR INCOME TAXES The following table summarizes the Company’s income tax expense and effective tax rates for the three and nine months ended September 30, 2023 and 2022: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2 022 Net Income (Loss) Before Income Taxes 29,765,000 (7,094,165 ) 7,832,399 (23,034,851 ) Income Taxes (6,806,747 ) (1,343,514 ) (8,320,741 ) (3,354,711 ) Effective Tax Rate (22.9 %) 18.9 % (106.2 %) 14.6 % For the nine months ended September 30, 2023 and 2022, the Company calculated its provision by applying the discrete method due to the inability to rely on forecasts. The Company believes the discrete method to calculate the interim tax provision is more appropriate. For the three and nine months ended September 30, 2023, income tax expense increased as compared to the same periods in the prior year resulting from the business combination that occurred on July 7, 2023, see Note 8 for further information. Due to its cannabis operations, the Company is subject to the limitations of Internal Revenue Code (“IRC”) Section 280E. Under IRC Section 280E, the Company is only allowed to deduct expenses directly related to sales of its cannabis products. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E for the Company's expenses related to its plant-touching cannabis operations. The effective tax rate for the nine months ended September 30, 2023 varies from the nine months ended September 30, 2022 primarily due to the change in nondeductible expenses under IRC Section 280E as a proportion of pre-tax loss during the period. The Company incurs expenses that are not deductible due to IRC Section 280E limitations which results in significant permanent book-to-tax differences that may not necessarily correlate with pre-tax income or loss. The Company files income tax returns in the US and various state jurisdictions and is subject to examination of its income tax returns by tax authorities in these jurisdictions who may challenge any item on these returns. The corporate statute of limitations for these jurisdictions remains open for the 2019 tax year to the present.

FINANCIAL INSTRUMENTS

FINANCIAL INSTRUMENTS	9 Months Ended
	Sep. 30, 2023
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS	17. FINANCIAL INSTRUMENTS Credit Risk Credit risk arises from deposits with banks, accounts receivable, security deposits and notes receivable. As of September 30, 2023, the balances were as follows: Gross Allowance Net Cash and Cash Equivalents $ 32,296,501 $ - $ 32,296,501 Accounts Receivable 3,298,190 (486,437 ) 2,811,753 Deposits and other Long Term Assets 5,909,764 - 5,909,764 Notes Receivables 368,705 - 368,705 $ 41,873,160 $ (486,437 ) $ 41,386,723

SEGMENT REPORTING

SEGMENT REPORTING	9 Months Ended
	Sep. 30, 2023
SEGMENT REPORTING
SEGMENT REPORTING	18. SEGMENT REPORTING The Company operates in three segments: wholesale, retail, and management. The below table presents financial information by type as of September 30, 2023 and December 31, 2022 and for the three and nine months ended September 30, 2023 and 2022: September 30, 2023 December 31, 2022 Total Assets Wholesale $ 77,559,501 $ 34,027,773 Retail $ 73,898,705 33,139,253 Management $ 143,054,422 191,528,246 Less: Intercompany (17,378,256 ) (96,769,508 ) Total Assets $ 277,134,372 $ 161,925,764 Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Revenues, net Wholesale $ 3,716,729 $ 2,270,104 $ 9,480,500 $ 6,303,418 Retail 28,243,450 14,149,673 53,088,209 43,171,713 Total Revenues $ 31,960,179 $ 16,419,777 $ 62,568,709 $ 49,475,131 Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Depreciation and Amortization Expense Wholesale $ 2,023,532 $ 259,087 $ 4,152,510 $ 1,454,618 Retail 782,911 380,706 1,721,252 1,142,072 Management 2,658,566 1,393,943 4,323,342 3,370,629 Total Depreciation and Amortization $ 5,465,009 $ 2,033,736 $ 10,197,104 $ 5,967,319 Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Interest Expense Wholesale $ 718,149 $ 64,608 $ 1,106,531 $ 1,139,084 Retail 310,391 101,823 698,495 304,385 Management 5,803,407 5,517,977 14,568,239 13,700,943 Total Interest Expense $ 6,831,947 $ 5,684,408 $ 16,373,265 $ 15,144,412 Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Income Tax Expense Retail $ 53,980 $ 1,343,514 $ 1,567,974 $ 3,354,711 Management 6,752,767 - 6,752,767 - Total Income Tax Expense $ 6,806,747 $ 1,343,514 $ 8,320,741 $ 3,354,711

OPERATING EXPENSES

OPERATING EXPENSES	9 Months Ended
	Sep. 30, 2023
OPERATING EXPENSES
OPERATING EXPENSES	19. OPERATING EXPENSES The below table presents operating expenses for the three and nine months ended September 30, 2023 and 2022: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 General and Administrative $ 12,978,397 $ 2,653,875 23,269,352 8,170,093 Allowance for Accounts Receivable and Notes Receivable 4,125 4,168 327,522 30,645 Sales and Marketing 1,150,830 179,195 1,738,308 398,248 Salaries and Benefits 5,883,431 1,387,454 8,659,711 6,213,151 Share-Based Compensation 468,920 47,059 566,991 357,253 Lease Expense 1,678,533 514,788 2,861,198 1,544,365 Depreciation of Property and Equipment and Amortization of Right-of-Use Assets under Finance Leases 817,821 354,918 1,620,215 1,061,421 Amortization of Intangible Expenses 2,635,778 771,666 4,179,111 2,336,250 Total Selling, General and Administrative Expenses $ 25,617,834 $ 5,913,124 $ 43,222,408 $ 20,111,426

INCOME (LOSS) PER SHARE

INCOME (LOSS) PER SHARE	9 Months Ended
	Sep. 30, 2023
INCOME (LOSS) PER SHARE
INCOME (LOSS) PER SHARE	20. INCOME (LOSS) PER SHARE The following is a reconciliation for the calculation of basic and diluted income (loss) per share for the three and nine months ended September 30, 2023 and 2022: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Net Income (Loss) Attributable to Gold Flora Corp. $ 22,939,430 $ (8,401,322 ) $ (443,894 ) $ (26,248,124 ) Dividend on Preferred Stock $ (30,710 ) $ (403,614 ) $ (824,777 ) $ (1,197,681 ) Net Income (Loss) Attributable to Gold Flora Corp. $ 22,908,720 $ (8,804,936 ) $ (1,268,671 ) $ (27,445,805 ) Weighted Average Number of Shares Outstanding - Basic 273,642,363 94,492,442 154,766,984 94,334,120 Weighted Average Number of Shares Outstanding - Diluted 300,318,094 94,492,442 154,766,984 94,334,120 Net Income (Loss) Per Share - Basic $ 0.08 $ (0.09 ) $ (0.01 ) $ (0.29 ) Net Income (Loss) Per Share - Diluted $ 0.08 $ (0.09 ) $ (0.01 ) $ (0.29 ) For the three and nine months ended September 30, 2022, diluted loss per share is the same as basic loss per share as the issuance of shares on the exercise of convertible notes payable, employee profit interests, RSUs, warrants and share options are anti-dilutive. For the three and nine months ended September 30, 2023, approximately 69,343,000, of potentially dilutive securities at September 30, 2023 were excluded in the calculation of diluted income per share as their impact would have been anti-dilutive.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Preparation and Statement of Compliance	Basis of Preparation and Statement of Compliance The accompanying condensed consolidated financial statements have been prepared on a going concern basis in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and reflect the accounts and operations of the Company and those of the Company’s subsidiaries in which the Company has a controlling financial interest. Investments in entities in which the Company has significant influence, but less than a controlling financial interest, are accounted for using the equity method. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the consolidated financial position of the Company as of September 30, 2023 and December 31, 2022, the consolidated results of operations and cash flows for the nine months ended September 30, 2023 and 2022 have been included. The accompanying condensed consolidated financial statements do not include all of the information required for full annual financial statements. Accordingly, certain information, footnotes and disclosures normally included in the annual financial statements, prepared in accordance with GAAP, have been condensed or omitted. The financial data presented herein should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2022 as published in the Management Information Circular for TPCO Holdings, Corp. on May 15, 2023, and the related notes thereto, and have been prepared using the same accounting policies described therein.
Basis of Measurement	These condensed consolidated financial statements have been prepared on the going concern basis, under the historical cost convention, except for certain financial instruments that are measured at fair value as described herein.
Going Concern	Historically, the Company’s primary source of liquidity has been its operations, capital contributions made by members and debt financing. The Company is currently meeting its current operational obligations as they become due from its current working capital and from operations. However, the Company has sustained annual losses since inception and may require additional capital in the future. As of September 30, 2023 and December 31, 2022, the Company had a total members’ equity (deficit) attributable to the Company of $33,959,988 and ($23,753,675), respectively, a net loss attributable to the Company of $443,894 and $26,248,124 for the nine months ended September 30, 2023 and 2022, respectively and net cash used in operating activities of $24,821,465 and $10,440,717, for the nine months ended September 30, 2023 and 2022. Because of these factors, there is substantial doubt about the Company’s ability to continue as a going concern. As of September 30, 2023 and December 31, 2022, the accompanying condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to substantial doubt about the Company’s ability to continue as a going concern. As described in Note 8, the Company consummated a reverse merger with TPCO Holding Corp. on July 7, 2023, forming Gold GFC. GFC anticipates realizing synergies from this acquisition, as well as plans to reduce operating expenses through various strategic initiatives and aggressive cost-cutting measures which the Company believes will allow it to operate for at least the next twelve months. In addition, GFC plans to raise additional financing if needed to help fund operations. However, there can be no assurance that the Company will be successful in achieving its objectives. These condensed consolidated interim financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to substantial doubt about the Company’s ability to continue as a going concern.
Emerging growth company	The Company is an “Emerging Growth Company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it has taken advantage of certain exemptions from various reporting requirements that are not applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a Company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
Business Combinations	Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value at the date of acquisition. Acquisition-related transaction costs are expensed as incurred. Identifiable assets and liabilities, including intangible assets, of acquired businesses are recorded at their fair value at the date of acquisition. When the Company acquires control of a business, any previously held equity interest also is remeasured to fair value. The excess of the purchase consideration and any previously held equity interest over the fair value of identifiable net assets acquired is goodwill. If the fair value of identifiable net assets acquired exceeds the purchase consideration and any previously held equity interest, the difference is recognized in the Consolidated Statements of Operations immediately as a gain or loss on acquisition (See Note 8). The Company recognizes indemnification assets acquired in a business combination at the same time that it recognizes the indemnified item, measured on the same basis as the indemnified item, subject to the need for the valuation allowance for uncollectible amounts. Contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with ASC 450, Contingencies, as appropriate, with the corresponding gain or loss being recognized in profit or loss. When the initial accounting for a business combination has not been finalized by the end of the reporting period in which the transaction occurs, the Company reports provisional amounts. Provisional amounts are adjusted during the measurement period, which does not exceed one year from the acquisition date. These adjustments, or recognition of additional assets or liabilities, reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date.
Revenue Recognition	Revenue is recognized by the Company in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Through application of the standard, the Company recognizes revenue to depict the transfer of promised goods or services to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. In order to recognize revenue under ASU 2014-09, the Company applies the following five (5) steps: · Identify a customer along with a corresponding contract; · Identify the performance obligation(s) in the contract to transfer goods or provide distinct services to a customer; · Determine the transaction price the Company expects to be entitled to in exchange for transferring promised goods or services to a customer; · Allocate the transaction price to the performance obligation(s) in the contract; and · Recognize revenue when or as the Company satisfies the performance obligation(s). Revenues consist of wholesale and retail operations of cannabis, which are generally recognized at a point in time when control over the goods have been transferred to the customer and is recorded net of sales discounts. Payment is typically due upon transferring the goods to the customer or within a specified time period permitted under the Company’s credit policy. Revenue is recognized upon the satisfaction of the performance obligation. The Company satisfies its performance obligation and transfers control upon delivery and acceptance by the customer. Revenues, net, are disaggregated for the three and nine months ended September 30, 2023 and 2022 as follows: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Wholesale $ 3,716,729 $ 2,270,104 $ 9,480,500 $ 6,303,418 Retail 28,243,450 14,149,673 53,088,209 43,171,713 $ 31,960,179 $ 16,419,777 $ 62,568,709 $ 49,475,131 The Company has a customer loyalty program whereby customers are awarded points with instore and online delivery purchases. Once a customer achieves a certain point level, points can be used to pay for the purchase of product, up to a maximum number of points per transaction. Points expire after six months of no activity in a customer’s account. Unredeemed awards are recorded as deferred revenue. At the time customers redeem points, the redemption is recorded as an increase to revenue. Deferred revenue is included in other accrued expenses within accounts payable and accrued liabilities. The Company’s return policy conforms to the Medicinal and Adult-Use Cannabis Regulation and Safety Act (“MAUCRSA”), which was signed into law in September 2017 and creates the general framework for the regulation of commercial medicinal and adult-use cannabis in California. The Company determined that no provision for returns or refunds was necessary at September 30, 2023 and December 31, 2022.
Earnings (Loss) Per Share	Basic earnings (loss) per share (“Basic EPS”) is calculated by dividing the net earnings available to members by the weighted average number of member units outstanding during the period. Diluted earnings per member units is calculated using the treasury method of calculating the weighted average number of member units outstanding. The treasury method assumes that outstanding options with an average exercise price below the market price of the underlying units are exercised, and the assumed proceeds are used to repurchase member units of the Company at the average price of the member units for the period. After adjustments as defined in ASC 260, if the Company is in a net loss position, diluted loss per share is the same as basic loss per share when the issuance of shares on the exercise of convertible debentures, warrants, and share options are anti-dilutive.
New and Revised Standards	In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) effective from December 15, 2022 for non-public business entities, which replaces the incurred loss model with a current expected credit loss (“CECL”) model and requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates. This standard applies to financial assets, measured at amortized cost, including loans, held-to-maturity debt securities, net investments in leases and trade accounts receivable. The guidance must be adopted using a modified retrospective transition method through a cumulative-effect adjustment to retained earnings in the period of adoption. The Company adopted this ASU Effective January 1, 2023. The Adoption did not have a material effect on its condensed consolidated financial statements. On March 27, 2023, the FASB issued ASU 2023-01, which amends certain provisions of ASC 842 that apply to arrangements between related parties under common control. Specifically, the ASU 2023-01 offers private companies, as well as not-for-profit entities that are not conduit bond obligors, a practical expedient that gives them the option of using the written terms and conditions of a common-control arrangement when determining whether a lease exists and the subsequent accounting for the lease, including the lease’s classification and amends the accounting for leasehold improvements in common-control arrangements for all entities. ASU 2023-01 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted in any annual or interim period as of the beginning of the related fiscal year. The Company is currently evaluating the adoption date and impact, if any, adoption will have on the Company’s consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Summery of Revenue Recognition	Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Wholesale $ 3,716,729 $ 2,270,104 $ 9,480,500 $ 6,303,418 Retail 28,243,450 14,149,673 53,088,209 43,171,713 $ 31,960,179 $ 16,419,777 $ 62,568,709 $ 49,475,131

INVENTORY (Tables)

INVENTORY (Tables)	9 Months Ended
	Sep. 30, 2023
INVENTORY
Summary of Inventory	September 30, 2023 December 31, 2022 Raw Materials $ 1,716,946 $ 324,192 Work in Progress 5,847,005 3,430,249 Finished Goods 7,672,191 4,065,211 Total Inventory $ 15,236,142 $ 7,819,652

PREPAID EXPENSES AND OTHER CU_2

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)	9 Months Ended
	Sep. 30, 2023
PREPAID EXPENSES AND OTHER CURRENT ASSETS
Summary of Prepaid expenses and other current assets	September 30, 2023 December 31, 2022 Prepaid Expenses $ 1,322,288 $ 1,958,821 Prepaid Insurance 1,183,154 167,345 Prepaid Inventory 305,939 98,170 Prepaid Rent 10,720 - Prepaid Deposits 1,132,135 2,175,000 Total Prepaid Expenses and Other Current Assets $ 3,954,236 $ 4,399,336

PROPERTY, PLANT AND EQUIPMENT (

PROPERTY, PLANT AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 2023
PROPERTY, PLANT AND EQUIPMENT
Summary of Property, plant and equipment	September 30, 2023 December 31, 2022 Machinery and Equipment $ 14,475,041 $ 4,459,776 IT Equipment 3,697,329 3,472,158 Vehicle 823,623 607,783 Leasehold Improvements 30,245,643 14,380,141 Furniture and Fixtures 957,390 472,734 Assets Under Construction 1,882,607 11,530,767 Total Property and Equipment, Gross 52,081,633 34,923,359 Less: Accumulated Depreciation and Amortization (12,811,940 ) (8,943,547 ) Total Property and Equipment, Net $ 39,269,693 $ 25,979,812

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	9 Months Ended
	Sep. 30, 2023
INTANGIBLE ASSETS
Summary of Intangible assets	September 30, 2023 December 31, 2022 Trade Name $ 14,175,000 $ 5,800,000 Licenses 68,647,000 35,000,000 Non-Compete 450,000 450,000 Total Intangible Assets, Gross 83,272,000 41,250,000 Less: Accumulated Amortization (7,646,611 ) (3,467,500 ) Total Intangible Assets, Net $ 75,625,389 $ 37,782,500

BUSINESS ACQUISITION (Tables)

BUSINESS ACQUISITION (Tables)	9 Months Ended
	Sep. 30, 2023
BUSINESS ACQUISITION
Schedule Of Business acquisition	July 7, 2023 Fair Value of Equity Issued and Replacement Equity Awards $ 21,318,268 Cash Consideration - Cash payout of dissenting TPCO Holding Corp. Shareholders 3,047,205 Settlement of Pre-Existing Relationships - Working Capital Loan (5,125,114 ) Total Consideration $ 19,240,359 Net Assets Acquired (Liabilities Assumed) Cash and Cash Equivalents $ 55,306,235 Accounts Receivable, Net 1,571,921 Inventory 6,392,616 Prepaid Expenses and Other Current Assets 1,565,133 Assets Held for Sale 997,416 Investments 1,312,846 Indemnification Assets 3,194,295 Deposits and other Long Term Assets 1,568,415 Promissory Note Receivable 330,248 Property and Equipment 13,382,050 Right-of-Use Assets - Operating 12,813,509 Right-of-Use Assets - Finance 7,774,852 Intangible Assets 42,022,000 Accounts Payable and Accrued Liabilities (15,326,162 ) Accrued Interest (330,001 ) Taxes Payable (15,067,461 ) Deferred Tax Liability (12,258,840 ) Liabilities Held for Sale (389,416 ) Consideration Payable (4,995,150 ) Operating Lease Liabilities (16,695,051 ) Finance Lease Liabilities (14,903,490 ) Total Identifiable Net Assets 68,265,965 Gain on Bargain Purchase (49,025,606 ) Total Purchase Price $ 19,240,359

ACCOUNTS PAYABLE AND ACCRUED _2

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)	9 Months Ended
	Sep. 30, 2023
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Schedule Of Accounts payable and accrued liabilities	September 30, 2023 December 31, 2022 Accounts Payable $ 12,593,229 $ 8,093,543 Accrued Payroll and Related 3,454,693 326,612 Accrued Purchases 2,001 54,398 Other Accrued Expenses 9,610,772 4,745,801 Total Accounts Payable and Accrued Liabilities $ 25,660,695 $ 13,220,354

LEASES (Tables)

LEASES (Tables)	9 Months Ended
	Sep. 30, 2023
LEASES
Summary of Components of Lease Cost	Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Finance Lease Cost Amortization of Finance Lease Right-of-Use Assets $ 1,410,900 $ 565,780 $ 2,398,539 $ 1,553,601 Interest on Lease Liabilities 3,372,722 2,285,239 8,548,565 6,764,213 Sublease (Income) (608,670 ) (582,689 ) (1,840,245 ) (1,735,156 ) Operating Lease Cost 1,678,533 514,788 2,861,198 1,544,365 Total Lease Expenses $ 5,853,485 $ 2,783,118 $ 11,968,057 $ 8,127,023 Cash Paid for Amounts Included in the Measurement of Lease Liabilities: Financing Cash Flows from Finance Lease, Principal Payment $ 406,338 $ 15,972 $ 1,094,511 $ 44,344 Financing Cash Flows from Finance Lease, Interest Payment $ 2,939,045 $ 1,364,640 $ 6,633,083 $ 3,268,897 Operating Cash Flows from Operating Leases, Gross $ 1,237,409 $ 419,747 $ 2,210,878 $ 1,270,565 Cash Received for Lease Incentive Payments $ 1,370,938 $ - $ 1,370,938 $ 3,695,160 Non-Cash Additions to Right-of-Use Assets and Lease Liabilities: Recognition of Right-of-Use Assets for Finance Lease $ - $ 1,725,737 $ 3,382,830 $ 1,953,979 Right-of-Use Assets for Finance Lease Assumed on Business Acquisition $ 7,774,852 $ - $ 7,774,852 $ - Recognition of Right-of-Use Assets for Operating Leases $ 118,873 $ - $ 2,063,839 $ - Right-of-Use Assets for Operating Leases Assumed on Business Acquisition $ 12,813,509 $ - $ 12,813,509 September 30, 2023 December 31, 2022 Weighted-Average Remaining Lease Term (Years) - Finance Leases 23.37 26.91 Weighted-Average Remaining Lease Term (Years) - Operating Leases 7.78 9.85 Weighted-Average Discount Rate - Finance Leases 16.00 % 14.58 % Weighted-Average Discount Rate - Operating Leases 14.00 % 12.57 %
Summary of Maturities of Lease Liabilities	Year Ending December 31, Operating Leases Finance Leases 2023 (Remaining) $ 1,658,932 $ 3,717,118 2024 6,693,749 14,981,400 2025 6,738,199 15,373,987 2026 6,766,344 15,769,161 2027 5,786,609 14,802,040 2028 and Thereafter 21,460,001 348,240,740 Total Future Minimum Lease Payments 49,103,834 412,884,446 Less: Interest (20,644,901 ) (323,983,579 ) Present Value of Lease Liabilities 28,458,933 88,900,867 Less: Current Portion of Lease Liabilities (2,277,156 ) (2,847,516 ) Lease Liabilities, Net of Current Portion $ 26,181,777 $ 86,053,351

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	9 Months Ended
	Sep. 30, 2023
NOTES PAYABLE
Summary of Notes Payable	September 30, 2023 December 31, 2022 Promissory note, dated October 1, 2019, related to the acquisition of Shelf Life Inc which matured on December 31, 2022 and bears no interest. $ 5,200,000 $ 5,200,000 Airfield acquisition note payable, bearing interest at 8% per year, with twelve quarterly payments of principal and interest beginning on the fifteenth month following December 31, 2021 and maturing on December 31, 2025. 9,011,247 10,813,497 Equipment loan, bearing interest at 9.5% per year plus the Secured Overnight Financing Rate but not less than 2.99% or more than 5.5% ("SOFR"), plus a service fee of 2%, and secured by substantially all assets of the Company. Principal and interest is to be paid monthly of $140,462 plus the SOFR payment with the balance of principal due on maturity, December 14, 2025. 2,961,691 4,000,000 Higher Level of Care acquisition note payable, bearing interest at 8% per year, with twelve quarterly payments of principal and interest beginning on the fifteenth month following September 30, 2021 and maturing on September 30, 2025. 8,420,476 10,291,694 Promissory 2,200,000 - Promissory notes, dated in May 2020, related to the Paycheck Protection Program ("PPP") which matured in May 2022 and bear 1% interest with interest and principal payments due monthly. 1,294,221 1,294,221 Other 54,143 37,928 Total Notes Payable $ 29,141,778 $ 31,637,340 Less: Unamortized Discount Due to Imputed Interest (100,911 ) (118,535 ) 29,040,867 31,518,805 Less: Current Portion of Notes Payable (15,532,272 ) (13,846,582 ) Notes Payable, Net of Current Portion $ 13,508,595 $ 17,672,223

CONVERTIBLE NOTES PAYABLE (Tabl

CONVERTIBLE NOTES PAYABLE (Tables)	9 Months Ended
	Sep. 30, 2023
CONVERTIBLE NOTES PAYABLE
Summary of convertible notes payable	September 30, 2023 December 31, 2022 Convertible Notes Payable $ 19,727,123 $ 47,786,487 Less: Unamortized Discount Due to Imputed Interest - (4,248,342 ) 19,727,123 43,538,145 Less: Current Portion of Convertible Notes Payable - (15,718,424 ) . Convertible Notes Payable, Net of Current Portion $ 19,727,123 $ 27,819,721

SHAREHOLDERS EQUITY (Tables)

SHAREHOLDERS EQUITY (Tables)	9 Months Ended
	Sep. 30, 2023
SHAREHOLDERS EQUITY
Summary of issued and outstanding Profits Interest Units	Issued and Outstanding Vested Balance as of December 31, 2022 6,642,403 4,675,754 Vested - 1,966,649 Converted to Common Shares (6,642,403 ) (6,642,403 ) Balance as of September 30, 2023 - -
Summary issued and restricted stock units	Issued and Outstanding Weighted Average Grant Date Fair Value Balance as of December 31, 2022 - - Assumed in Acquisition 427,588 3.63 Vested (24,011 ) 0.87 Forfeited (121,706 ) 5.79 Balance as of September 30, 2023 281,871 19.73
Schedule Of Options issued and outstanding	Number of Options Outstanding Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Balance as of December 31, 2022 - - Assumed in Acquisition 225,940 7.79 Expired (66,429 ) 6.71 Forfeited (8,874 ) 7.63 Balance as of September 30, 2023 150,637 8.28 4.02 - Vested and Expected to Vest 150,637 8.28 - - Exercisable 139,083 8.22 4.01 -
Schedule Of Warrants issued and outstanding	Number of Warrants Outstanding Class C LLC Units Class F LLC Units Common Shares Weighted - Average Exercise Price Balance as of December 31, 2022 9,784,803 11,586,720 - $ 1.74 Issued - 612,060 $ 2.00 Expired (264,765 ) - - $ 1.64 Exchanged upon Merger (9,520,038 ) (12,198,780 ) 33,084,276 $ 1.15 Acquired upon Merger - - 35,837,500 $ 11.50 Balance as of September 30, 2023 - - 68,921,776 $ 7.59

RELATED PARTIES (Tables)

RELATED PARTIES (Tables)	9 Months Ended
	Sep. 30, 2023
RELATED PARTIES
Schedule Of Related party	Incurred (Received) Due To (From) Related Party Name Relationship Nature of Transactions September 30, 2023 September 30, 2022 September 30, 2023 December 31, 2022 127 Radio Road Partners, LLC Co-owned by a shareholder of the Company Facility Rent $ 389,462 $ 63,327 $ 6,410 $ - BlackStar Contractors Inc. Co-owned by a shareholder of the Company Construction of Facilities $ 11,628 $ 5,567,591 $ (1,251,956 ) $ (847,156 ) BlackStar Financial Inc. Co-owned by a shareholder of the Company Shared Services $ 150,007 $ 204,652 $ 75,559 $ 74,407 BlackStar Industrial Properties LLC Co-owned by a shareholder of the Company Facility Rent and Advances $ 5,000 $ 29,160 $ 2,638,153 $ 2,638,153 GF 5630 Partners LLC Managed by Directors and officers of Gold Flora Corporation Facility Rent $ 404,479 $ 332,235 $ 307,699 $ 525,302 GF Investco 2, Inc. Managed by Directors and officers of Gold Flora Corporation Interest Expense $ 188,410 $ 508,200 $ - $ 374,374 GF Invesco, Inc. Managed by Directors and officers of Gold Flora Corporation Interest Expense $ 240,382 $ 713,190 $ - $ 187,455 Gold Flora Capital LLC Managed by Directors and officers of Gold Flora Corporation Interest Expense $ 4,449 $ 13,200 $ 15,800 $ 15,800 MasterCraft Homes Group LLC Co-owned by a shareholder of the Company Shared Services $ 6,927 $ 51,224 $ 29,371 $ 24,700 Total $ 1,400,744 $ 7,482,779 $ 1,821,036 $ 2,993,035

PROVISION FOR INCOME TAXES (Tab

PROVISION FOR INCOME TAXES (Tables)	9 Months Ended
	Sep. 30, 2023
PROVISION FOR INCOME TAXES
Summary of Income Tax Expense and Effective Tax Rates	Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2 022 Net Income (Loss) Before Income Taxes 29,765,000 (7,094,165 ) 7,832,399 (23,034,851 ) Income Taxes (6,806,747 ) (1,343,514 ) (8,320,741 ) (3,354,711 ) Effective Tax Rate (22.9 %) 18.9 % (106.2 %) 14.6 %

FINANCIAL INSTRUMENTS (Tables)

FINANCIAL INSTRUMENTS (Tables)	9 Months Ended
	Sep. 30, 2023
FINANCIAL INSTRUMENTS
Summary Of credit risk	Gross Allowance Net Cash and Cash Equivalents $ 32,296,501 $ - $ 32,296,501 Accounts Receivable 3,298,190 (486,437 ) 2,811,753 Deposits and other Long Term Assets 5,909,764 - 5,909,764 Notes Receivables 368,705 - 368,705 $ 41,873,160 $ (486,437 ) $ 41,386,723

SEGMENT REPORTING (Tables)

SEGMENT REPORTING (Tables)	9 Months Ended
	Sep. 30, 2023
SEGMENT REPORTING
Summary of segment reporting information	September 30, 2023 December 31, 2022 Total Assets Wholesale $ 77,559,501 $ 34,027,773 Retail $ 73,898,705 33,139,253 Management $ 143,054,422 191,528,246 Less: Intercompany (17,378,256 ) (96,769,508 ) Total Assets $ 277,134,372 $ 161,925,764 Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Revenues, net Wholesale $ 3,716,729 $ 2,270,104 $ 9,480,500 $ 6,303,418 Retail 28,243,450 14,149,673 53,088,209 43,171,713 Total Revenues $ 31,960,179 $ 16,419,777 $ 62,568,709 $ 49,475,131 Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Depreciation and Amortization Expense Wholesale $ 2,023,532 $ 259,087 $ 4,152,510 $ 1,454,618 Retail 782,911 380,706 1,721,252 1,142,072 Management 2,658,566 1,393,943 4,323,342 3,370,629 Total Depreciation and Amortization $ 5,465,009 $ 2,033,736 $ 10,197,104 $ 5,967,319 Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Interest Expense Wholesale $ 718,149 $ 64,608 $ 1,106,531 $ 1,139,084 Retail 310,391 101,823 698,495 304,385 Management 5,803,407 5,517,977 14,568,239 13,700,943 Total Interest Expense $ 6,831,947 $ 5,684,408 $ 16,373,265 $ 15,144,412 Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Income Tax Expense Retail $ 53,980 $ 1,343,514 $ 1,567,974 $ 3,354,711 Management 6,752,767 - 6,752,767 - Total Income Tax Expense $ 6,806,747 $ 1,343,514 $ 8,320,741 $ 3,354,711

OPERATING EXPENSES (Tables)

OPERATING EXPENSES (Tables)	9 Months Ended
	Sep. 30, 2023
OPERATING EXPENSES
Summary of operating expenses	Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 General and Administrative $ 12,978,397 $ 2,653,875 23,269,352 8,170,093 Allowance for Accounts Receivable and Notes Receivable 4,125 4,168 327,522 30,645 Sales and Marketing 1,150,830 179,195 1,738,308 398,248 Salaries and Benefits 5,883,431 1,387,454 8,659,711 6,213,151 Share-Based Compensation 468,920 47,059 566,991 357,253 Lease Expense 1,678,533 514,788 2,861,198 1,544,365 Depreciation of Property and Equipment and Amortization of Right-of-Use Assets under Finance Leases 817,821 354,918 1,620,215 1,061,421 Amortization of Intangible Expenses 2,635,778 771,666 4,179,111 2,336,250 Total Selling, General and Administrative Expenses $ 25,617,834 $ 5,913,124 $ 43,222,408 $ 20,111,426

INCOME (LOSS) PER SHARE (Tables

INCOME (LOSS) PER SHARE (Tables)	9 Months Ended
	Sep. 30, 2023
INCOME (LOSS) PER SHARE
Summary of reconciliation for the calculation of basic and diluted income	Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Net Income (Loss) Attributable to Gold Flora Corp. $ 22,939,430 $ (8,401,322 ) $ (443,894 ) $ (26,248,124 ) Dividend on Preferred Stock $ (30,710 ) $ (403,614 ) $ (824,777 ) $ (1,197,681 ) Net Income (Loss) Attributable to Gold Flora Corp. $ 22,908,720 $ (8,804,936 ) $ (1,268,671 ) $ (27,445,805 ) Weighted Average Number of Shares Outstanding - Basic 273,642,363 94,492,442 154,766,984 94,334,120 Weighted Average Number of Shares Outstanding - Diluted 300,318,094 94,492,442 154,766,984 94,334,120 Net Income (Loss) Per Share - Basic $ 0.08 $ (0.09 ) $ (0.01 ) $ (0.29 ) Net Income (Loss) Per Share - Diluted $ 0.08 $ (0.09 ) $ (0.01 ) $ (0.29 )

NATURE OF OPERATIONS (Details N

NATURE OF OPERATIONS (Details Narrative) - USD ($)		1 Months Ended	12 Months Ended
	Jan. 11, 2021	Sep. 30, 2021	Dec. 31, 2021	Sep. 30, 2023
Net of issuance costs	$ 8,314,456
Total consideration		$ 26,712,732	$ 36,458,879
Cash consideration		7,328,000	10,111,359
Secured note payable		$ 10,592,000	9,990,000
Potential earnout			$ 13,592,000
Class C Units [Member]
Share issued for exchange	8,694,421
Warrant to purchase	2,741,359
Share issued for consideration			2,765,520
October 1, 2019 [Member]
Obligation to pay				$ 5,200,000
Membership interest				3.10%

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail ) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenue	$ 31,960,179	$ 16,419,777	$ 62,568,709	$ 49,475,131
Wholesale Member
Revenue	3,716,729	2,270,104	9,480,500	6,303,418
Retail Member
Revenue	$ 28,243,450	$ 14,149,673	$ 53,088,209	$ 43,171,713

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Net loss	$ (443,894)	$ (26,248,124)
Net cash used in operating activities	(24,821,465)	$ (10,440,717)
Accumulated deficit	$ (33,959,988)		$ (23,753,675)

Inventory (Details)

Inventory (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
INVENTORY
Raw materials	$ 1,716,946	$ 324,192
Work in progress	5,847,005	3,430,249
Finished goods	7,672,191	4,065,211
Total	$ 15,236,142	$ 7,819,652

PREPAID EXPENSES AND OTHER CU_3

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses	$ 1,322,288	$ 1,958,821
Prepaid insurance	1,183,154	167,345
Prepaid inventory	305,939	98,170
Prepaid rent	10,720	0
Prepaid Deposits	1,132,135	2,175,000
Total Prepaid Expenses and Other Current Assets	$ 3,954,236	$ 4,399,336

Property and equipment (Details

Property and equipment (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Property and equipment, Gross	$ 52,081,633	$ 34,923,359
Accumulated depreciation	(12,811,940)	(8,943,547)
Property and equipment, net	39,269,693	25,979,812
Leasehold Improvements [Member]
Property and equipment, Gross	30,245,643	14,380,141
Machinery and Equipment [Member]
Property and equipment, Gross	14,475,041	4,459,776
Furniture and Fixtures [Member]
Property and equipment, Gross	957,390	472,734
Vehicles [Member]
Property and equipment, Gross	823,623	607,783
IT Equipment [Member]
Property and equipment, Gross	3,697,329	3,472,158
Assets Under Construction [Member]
Property and equipment, Gross	$ 1,882,607	$ 11,530,767

Property and equipment (Detai_2

Property and equipment (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Depreciation and amortization expense	$ 1,873,857	$ 1,056,035	$ 4,074,979	$ 2,454,763
Cost Of Sales [Member]
Depreciation and amortization expense	$ 341,372	$ 696,290	$ 1,016,047	$ 2,077,468

INTANGIBLE ASSETS (Details)

INTANGIBLE ASSETS (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Total Intangible Assets, Gross	$ 83,272,000	$ 41,250,000
Less: Accumulated Amortization	(7,646,611)	(3,467,500)
Total Intangible Assets, Net	75,625,389	37,782,500
Trade Names [Member]
Total Intangible Assets, Gross	14,175,000	5,800,000
License [Member]
Total Intangible Assets, Gross	68,647,000	35,000,000
Noncompete [Member]
Total Intangible Assets, Gross	$ 450,000	$ 450,000

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
INTANGIBLE ASSETS
Amortization of intangible assets	$ 2,635,778	$ 771,666	$ 4,179,111	$ 2,336,250

Goodwill (Details Narrative)

Goodwill (Details Narrative) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
GOODWILL
Goodwill	$ 11,067,896	$ 11,067,896

BUSINESS ACQUISITION (Details)

BUSINESS ACQUISITION (Details) - USD ($)		1 Months Ended	12 Months Ended
	Jul. 07, 2023	Sep. 30, 2021	Dec. 31, 2021
Total Consideration		$ 26,712,732	$ 36,458,879
TPCO Holding Corp [Member]
Fair Value of Equity Issued and Replacement Equity Awards	$ 3,047,205
Cash Consideration - Cash payout of dissenting TPCO Holding Corp. Shareholders	21,318,268
Settlement of Pre-Existing Relationships - Working Capital Loan	(5,125,114)
Total Consideration	19,240,359
Cash and Cash Equivalents	55,306,235
Accounts Receivable, Net	1,571,921
Inventory	6,392,616
Prepaid Expenses and Other Current Assets	1,565,133
Assets Held for Sale	997,416
Investments	1,312,846
Indemnification Assets	3,194,295
Deposits and other Long Term Assets	1,568,415
Promissory Note Receivable	330,248
Property and Equipment	13,382,050
Right-of-Use Assets - Operating	12,813,509
Right-of-Use Assets - Finance	7,774,852
Intangible Assets	42,022,000
Accounts Payable and Accrued Liabilities	(15,326,162)
Accured Interest	(330,001)
Taxes Payable	(15,067,461)
Deferred Tax Liability	(12,258,840)
Liabilities Held for Sale	(389,416)
Consideration Payable	(4,995,150)
Operating Lease Liabilities	(16,695,051)
Finance Lease Liabilities	(14,903,490)
Total Identifiable Net Assets	68,265,965
Gain on Bargain Purchase	(49,025,606)
Total Purchase Price	$ 19,240,359

BUSINESS ACQUISITION (Details N

BUSINESS ACQUISITION (Details Narrative)	Jul. 07, 2023 USD ($) $ / shares
TPCO Holding Corp [Member]
Acquisition percentage	46%
Transaction costs | $	$ 1,800,000
Business acquisition share price | $ / shares	$ 0.9847
GFC [Member]
Acquisition percentage	54%

ACCOUNTS PAYABLE AND ACCRUED _3

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts Payable	$ 12,593,229	$ 8,093,543
Accrued Payroll and Related	3,454,693	326,612
Accrued Purchases	2,001	54,398
Other Accrued Expenses	9,610,772	4,745,801
Total Accounts Payable and Accrued Liabilities	$ 25,660,695	$ 13,220,354

Leases (Details)

Leases (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
LEASES
Amortization of Finance Lease Right-of-Use Assets	$ 1,410,900	$ 565,780	$ 2,398,539	$ 1,553,601
Interest on lease liabilities	3,372,722	2,285,239	8,548,565	6,764,213
Sublease (Income)	(608,670)	(582,689)	(1,840,245)	(1,735,156)
Operating lease costs	1,678,533	514,788	2,861,198	1,544,365
Total lease expenses	5,853,485	2,783,118	11,968,057	8,127,023
Financing cash flows from finance lease, Principal payment	406,338	15,972	1,094,511	44,344
Financing cash flows from finance lease, Interest ayment	2,939,045	1,364,640	6,633,083	3,268,897
Operating Cash Flows from Operating Leases, Gross	1,237,409	419,747	2,210,878	1,270,565
Cash received for lease incentive payments	1,370,938	0	1,370,938	3,695,160
Recognition of right-of-use assets for finance lease	0	1,725,737	3,382,830	1,953,979
Right-of-use assets for finance lease assumed on business acquisition	7,774,852	0	7,774,852	0
Recognition of Right-of-Use Assets for Operating Leases	118,873	0	2,063,839	0
Right-of-use assets for operating lease assumed on business acquisition	$ 12,813,509	$ 0	$ 12,813,509	$ 0

Leases (Details 1)

Leases (Details 1)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
LEASES
Weighted-Average Discount Rate - Finance Leases	16%	14.58%
Weighted-Average Remaining Lease Term (Years) - Finance Leases	23 years 4 months 13 days	26 years 10 months 28 days
Weighted-Average Remaining Lease Term (Years) - Operating Leases	7 years 9 months 10 days	9 years 10 months 6 days
Weighted-Average Discount Rate - Operating Leases	14%	12.57%

Leases (Details 2)

Leases (Details 2) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
LEASES
2023 (Remaining)	$ 1,658,932
2024	6,693,749
2025	6,738,199
2026	6,766,344
2027	5,786,609
2028 and Thereafter	21,460,001
Total Future Minimum Lease Payments	49,103,834
Less: Interest	(20,644,901)
Present Value of Lease Liabilities	28,458,933
Lease liability - current portion	(2,277,156)	$ (468,564)
Lease Liabilities, Net of Current Portion	26,181,777
2023 (Remaining)	3,717,118
2024	14,981,400
2025	15,373,987
2026	15,769,161
2027	14,802,040
2028 and Thereafter	348,240,740
Total Future Minimum Lease Payments	412,884,446
Less: Interest	(323,983,579)
Present Value of Lease Liabilities	88,900,867
Less: Current Portion of Lease Liabilities	(2,847,516)	$ (161,008)
Lease liability	$ 86,053,351

Leases (Details Narrative)

Leases (Details Narrative)	9 Months Ended
	Sep. 30, 2023 USD ($)
Finance lease asset and finance lease liability	$ 3,382,830
Mimimum
Operating leasesmonthly payments	$ 2,000

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Total Notes Payable	$ 29,141,778	$ 31,637,340
Less Unamortized Discount Due to Imputed Interest	(100,911)	(118,535)
Total Notes Payables	29,040,867	31,518,805
Less Current Portion of Notes Payable	(15,532,272)	(13,846,582)
Notes Payable, Net of Current Portion	13,508,595	17,672,223
Promissory Note One [Member]
Total Notes Payable	5,200,000	5,200,000
Promissory Note Two [Member]
Total Notes Payable	9,011,247	10,813,497
Promissory Note Three [Member]
Total Notes Payable	2,961,691	4,000,000
Promissory Note Four [Member]
Total Notes Payable	8,420,476	10,291,694
Promissory Note Five [Member]
Total Notes Payable	2,200,000	0
Promissory Note Six [Member]
Total Notes Payable	1,294,221	1,294,221
Other [Member]
Total Notes Payable	$ 54,143	$ 37,928

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative)	9 Months Ended
	Sep. 30, 2023 USD ($)
NOTES PAYABLE
Principal amounts	$ 5,000,000
Advances for notes	5,000,000
Accrued interest	$ 125,114

CONVERTIBLE NOTES PAYABLE (Deta

CONVERTIBLE NOTES PAYABLE (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
CONVERTIBLE NOTES PAYABLE
Convertible Notes Payable	$ 19,727,123	$ 47,786,487
Less: Unamortized Discount Due to Imputed Interest	0	(4,248,342)
Total Convertible Notes Payable	19,727,123	43,538,145
Less: Current Portion of Convertible Notes Payable	0	(15,718,424)
Convertible Notes Payable, Net of Current Portion	$ 19,727,123	$ 27,819,721

CONVERTIBLE NOTES PAYABLE (De_2

CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)					3 Months Ended		9 Months Ended		12 Months Ended
	Jul. 06, 2023	Feb. 08, 2022	Nov. 05, 2021	Jun. 14, 2019	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Interset expense					$ 6,831,947	$ 5,684,408	$ 16,373,265	$ 15,144,412
1st Financing Round
Unsecured convertible debenture				$ 15,000,000
Convertible Liquidation indicative price				$ 1.48
Conversion price									$ 1.48
Convertible Debenture					15,418,000		$ 15,418,000		$ 9,213,000
Principal amounts of unsecured convertible debenture				$ 1,000
Discount of liquidity event price				25%
Interest rate payable				8%					6%
Gross proceeds of debenture				$ 20,000,000
Maturity date of convertible debentures							Jun. 13, 2022		Sep. 30, 2023
Price determined based on fully diluted				$ 65,000,000
2nd Financing Round
Unsecured convertible debenture					$ 12,000,000		$ 12,000,000
Convertible Liquidation indicative price					$ 1.64		$ 1.64
Conversion price					$ 1.64		$ 1.64
Debt discount					$ 0		$ 0		$ 1,328,324
Principal amounts of unsecured convertible debenture							1,000
Interset expense							$ 1,034,497	700,010
Conversion Maturity date							Feb. 24, 2024
Discount of liquidity event price							25%
Description of Warrants and Blocker							Since a Liquidity Event did not occur 12 months after the issuance, 10% additional CD2s or Blocker2 Shares, as applicable, and 10% additional LLC Warrant2s and Blocker2 Warrants, as applicable, are issued to the original investor for no additional consideration (“Additional Security2”). The Additional Security2s were issued on February 24, 2022, consisting of an aggregate of $1,155,500 of CD2s or Blocker2 Shares, as applicable, and 628,494 LLC Warrant2s and Blocker2 Warrants, as applicable
Interest rate payable							8%
Gross proceeds of debenture							$ 20,000,000
Higher Level of Care Financing
Unsecured convertible debenture			$ 8,200,000
Convertible Liquidation indicative price			$ 1.65
Conversion price			1.65
Debt discount					0		0		229,921
Excercise price			$ 2
Share issued			4,969,200
Principal amounts of unsecured convertible debenture			$ 1,000
Interset expense							113,215	825,656
Discount of liquidity event price			25%
Interest rate payable			8%
Maturity date of convertible debentures			Nov. 05, 2024
Airfield Financing
Unsecured convertible debenture		$ 10,100,000
Convertible Liquidation indicative price		$ 1.65
Conversion price		$ 1.65
Debt discount					$ 0		0		$ 647,831
Share issued		6,120,600
Principal amounts of unsecured convertible debenture		$ 1,000
Interset expense							113,500	$ 916,358
Discount of liquidity event price		25%
Interest rate payable		8%
Class C Units [Member]
Conversion price	$ 0.7549
Share issued	2,500,000
Extinguishment of debt	$ 1,440,000
Warrants purchase aggreagte							$ 4,778,455

SHAREHOLDERS EQUITY (Details)

SHAREHOLDERS EQUITY (Details)	9 Months Ended
	Sep. 30, 2023 shares
Balance as of September 30, 2023	150,637
Vested
Vested	1,966,649
Converted to Common Shares	(6,642,403)
Balance as of December 31, 2022	4,675,754
Issued and Outstanding
Vested	24,011
Converted to Common Shares	(6,642,403)
Balance as of December 31, 2022	6,642,403
Balance as of September 30, 2023	281,871

SHAREHOLDERS EQUITY (Details 1)

SHAREHOLDERS EQUITY (Details 1) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Forfeited	(8,874)
Weighted average remaining contractual term	2 years	2 years 4 months 24 days
Weighted Average GrantDate Fair Value
Vested	$ 0.87
Assumed in Acqusition	3.63
Converted to Common Shares	5.79
Balance as of December 31, 2022	0
Balance as of September 30, 2023	$ 19.73	$ 0
Issued and Outstanding
Balance as of December 31, 2022	6,642,403
Vested	(24,011)
Assumed in Acquisition	427,588
Forfeited	(121,706)
Balance as of September 30, 2023	281,871	6,642,403
Weighted average remaining contractual term	4 years 7 days

SHAREHOLDERS EQUITY (Details 2)

SHAREHOLDERS EQUITY (Details 2) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
SHAREHOLDERS EQUITY
Option, Assumed in Acquisition	225,940
Option, Expired	(66,429)
Forfeited	(8,874)
Number of Options Outstanding, ending	150,637
Option, Exercisable	139,083
Balance as of September 30, 2023	150,637
Weighted average exercise price, beginning balance	$ 0
Weighted average exercise price, Assumed in Acquisition	7.79
Weighted average exercise price, Expired	6.71
Weighted average exercise price, Forfeited	7.63
Weighted average exercise price, ending balance	8.28	$ 0
Weighted average exercise price, Vested and Expected to Vest	8.28
Weighted average exercise price, Exercisable	$ 8.22
Weighted average remaining contractual term	4 years 7 days
Weighted average remaining contractual term, Vested and Expected to Vest	2 years	2 years 4 months 24 days
Weighted average remaining contractual term, Exercisable	4 years 3 days
Aggregate intrinsic value	$ 0	$ 0
Aggregate intrinsic value, Vested and Expected to Vest	0
Aggregate intrinsic value, Exercisable	$ 0

SHAREHOLDERS EQUITY (Details 3)

SHAREHOLDERS EQUITY (Details 3)	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Option, Expired	(66,429)
Expired	66,429
Number of Options Outstanding, ending	150,637
Weighted average exercise price, beginning balance | $ / shares	$ 0
Weighted average exercise price, Expired | $ / shares	6.71
Weighted average exercise price, ending balance | $ / shares	$ 8.28
Warrants [Member]
Exchanged upon Merger	35,837,500
Acquired upon Merger	33,084,276
Number of Options Outstanding, ending	68,921,776
Weighted average exercise price, beginning balance | $ / shares	$ 1.74
Weighted average exercise price, Issued | $ / shares	2
Weighted average exercise price, Expired | $ / shares	1.64
Weighted average exercise price, Exchanged upon Merger | $ / shares	1.15
Weighted average exercise price, Acquired upon Merger | $ / shares	11.50
Weighted average exercise price, ending balance | $ / shares	$ 7.59
Class C LLC Units [Member] | Warrants [Member]
Number of Options Outstanding, beginning	9,784,803
Option, Expired	(264,765)
Expired	264,765
Exchanged upon Merger	(9,520,038)
Class F LLC Units [Member] | Warrants [Member]
Number of Options Outstanding, beginning	11,586,720
Issued	612,060
Acquired upon Merger	(12,198,780)

SHAREHOLDERS EQUITY (Details Na

SHAREHOLDERS EQUITY (Details Narrative) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Jun. 30, 2023
SHAREHOLDERS EQUITY
Share based compensation expense	$ 566,991	$ 357,253
Grant date fair value			$ 1.49	$ 1.21
Weighted average remaining contractual term	2 years		2 years 4 months 24 days
Aggregate intrinsic value	$ 0		$ 0

RELATED PARTIES (Details)

RELATED PARTIES (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Due from Related Parties	$ 1,821,036		$ 1,821,036		$ 2,993,035
Received from Related Parties	1,400,744	$ 7,482,779	1,400,744	$ 7,482,779
Interest Expense	6,831,947	5,684,408	16,373,265	15,144,412
127 Radio Road Partners, LLC [Member]
Due from Related Parties	6,410		$ 6,410		0
Relationship			Co-owned by a shareholder of the Company
Nature of Transactions			Facility Rent
Received from Related Parties	389,462	63,327	$ 389,462	63,327
BlackStar Contractors Inc [Member]
Due from Related Parties	1,251,956		$ 1,251,956		847,156
Relationship			Co-owned by a shareholder of the Company
Nature of Transactions			Construction of Facilities
Received from Related Parties	11,628	5,567,591	$ 11,628	5,567,591
BlackStar Financial Inc [Member]
Due from Related Parties	75,559		$ 75,559		74,407
Relationship			Co-owned by a shareholder of the Company
Nature of Transactions			Shared Services
Received from Related Parties	150,007	204,652	$ 150,007	204,652
BlackStar Industrial Properties LLC [Member]
Due from Related Parties	2,638,153		$ 2,638,153		2,638,153
Relationship			Co-owned by a shareholder of the Company
Nature of Transactions			Facility Rent and Advances
Received from Related Parties	5,000	29,160	$ 5,000	29,160
GF 5630 Partners LLC [Member]
Due from Related Parties	307,699		$ 307,699		525,302
Relationship			Managed by Directors and officers of Gold Flora Corporation
Nature of Transactions			Facility Rent
Received from Related Parties	404,479	332,235	$ 404,479	332,235
GF Investco 2, Inc [Member]
Due from Related Parties	0		$ 0		374,374
Relationship			Managed by Directors and officers of Gold Flora Corporation
Nature of Transactions			Interest Expense
Received from Related Parties	188,410	508,200	$ 188,410	508,200
GF Invesco, Inc [Member]
Due from Related Parties	0		$ 0		187,455
Relationship			Managed by Directors and officers of Gold Flora Corporation
Nature of Transactions			Interest Expense
Received from Related Parties	240,382	713,190	$ 240,382	713,190
Interest Expense			0
Gold Flora Capital LLC [Member]
Due from Related Parties	15,800		$ 15,800		15,800
Relationship			Managed by Directors and officers of Gold Flora Corporation
Nature of Transactions			Interest Expense
Received from Related Parties	4,449	13,200	$ 4,449	13,200
MasterCraft Homes Group LLC [Member]
Due from Related Parties	29,371		$ 29,371		$ 24,700
Relationship			Co-owned by a shareholder of the Company
Nature of Transactions			Shared Services
Received from Related Parties	$ 6,927	$ 51,224	$ 6,927	$ 51,224

RELATED PARTIES (Details Narrat

RELATED PARTIES (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Note payable	$ 29,141,778	$ 31,637,340
Skyfall Partners, LLC [Member]
Interest rate	10%
Note payable	$ 425,000	425,000
BlackStar Capital Partners [Member]
Interest rate	10%
Note payable	$ 1,580,000	$ 1,580,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative)		9 Months Ended
	Jul. 05, 2023	Sep. 30, 2023
Description of the merger TPCO		An amount was calculated based on the TPCO closing share price of $0.17696 on June 14, 2023 (being the last trading date prior to the date of the TPCO shareholders meeting held to authorize the arrangement involving TPCO and Gold Flora and recorded as a component of accounts payable and accrued liabilities in the accompanying consolidated balance sheet. Certain of the dissenting TPCO shareholders have asserted that the fair value of their shares is higher than the trading price, at least US$0.9847 per share
Airfield [Member]
Description of the acquisition agreement	the sellers of Airfield whereby the parties agreed to an earn-out amount to be paid as follows: $2,000,000 is to be paid out in cash, of which $1,000,000 was paid on July 14, 2023 and another $1,000,000 was paid on or before August 14, 2023. Another payment through the issuance of 720,000 Class C units of the Company’s equity, which converted into shares of GFC on July 7, 2023, the fair value of which was approximately $175,000. The last payment of $2,200,000 is to be paid via a promissory note, which is due one year after entering into this amendment

PROVISION FOR INCOME TAXES (Det

PROVISION FOR INCOME TAXES (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
PROVISION FOR INCOME TAXES
Net Income (Loss) Before Income Taxes	$ 29,765,000	$ (7,094,165)	$ 7,832,399	$ (23,034,851)
Income Taxes	$ (6,806,747)	$ (1,343,514)	$ (8,320,741)	$ (3,354,711)
Effective tax rate	22.90%	18.90%	106.20%	14.60%

Financial Instruments (Details)

Financial Instruments (Details)	9 Months Ended
	Sep. 30, 2023 USD ($)
Gross	$ 41,873,160
Allowance	(486,437)
Net	41,386,723
Cash and Cash Equivalents [Member]
Gross	32,296,501
Allowance	0
Net	32,296,501
Accounts Receivable [Member]
Gross	3,298,190
Allowance	(486,437)
Net	2,811,753
Deposits and other Long Term Assets [Member]
Gross	5,909,764
Allowance	0
Net	5,909,764
Notes Receivables [Member]
Gross	368,705
Allowance	0
Net	$ 368,705

SEGMENT REPORTING (Details)

SEGMENT REPORTING (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Less: Intercompany of assets	$ (17,378,256)		$ (17,378,256)		$ (96,769,508)
Total Assets	277,134,372		277,134,372		161,925,764
Total Revenues	31,960,179	$ 16,419,777	62,568,709	$ 49,475,131
Depreciation and Amortization Expense	5,465,009	2,033,736	10,197,104	5,967,319
Interest Expense	6,831,947	5,684,408	16,373,265	15,144,412
Income Tax Expense	6,806,747	1,343,514	8,320,741	3,354,711
Management Member
Total Assets	143,054,442		143,054,442		191,528,246
Depreciation and Amortization Expense	2,658,566	1,393,943	4,323,342	3,370,629
Interest Expense	5,803,407	5,517,977	14,568,239	13,700,943
Income Tax Expense	6,752,767	0	6,752,767	0
Wholesale Member
Total Assets	77,559,501		77,559,501		34,027,773
Total Revenues	3,716,729	2,270,104	9,480,500	6,303,418
Depreciation and Amortization Expense	2,023,532	259,087	4,152,510	1,454,618
Interest Expense	718,149	64,608	1,106,531	1,139,084
Retail Member
Total Assets	73,898,705		73,898,705		$ 33,139,253
Total Revenues	28,243,450	14,149,673	53,088,209	43,171,713
Depreciation and Amortization Expense	782,911	380,706	1,721,252	1,142,072
Interest Expense	310,391	101,823	698,495	304,385
Income Tax Expense	$ 53,980	$ 1,343,514	$ 1,567,974	$ 3,354,711

Operating Expenses (Details)

Operating Expenses (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
OPERATING EXPENSES
General and administrative	$ 12,978,397	$ 2,653,875	$ 23,269,352	$ 8,170,093
Allowance for accounts receivable and notes receivable	4,125	4,168	327,522	30,645
Sales and marketing	1,150,830	179,195	1,738,308	398,248
Salaries and benefits	5,883,431	1,387,454	8,659,711	6,213,151
Share-based compensation	468,920	47,059	566,991	357,253
Lease expense	1,678,533	514,788	2,861,198	1,544,365
Depreciation of property and equipment and amortization of right-of-use assets	817,821	354,918	1,620,215	1,061,421
Amortization of intangible assets	2,635,778	771,666	4,179,111	2,336,250
Operating expenses	$ 25,617,834	$ 5,913,124	$ 43,222,408	$ 20,111,426

INCOME (LOSS) PER SHARE (Detail

INCOME (LOSS) PER SHARE (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
INCOME (LOSS) PER SHARE
Net Income (Loss) Attributable to Gold Flora Corp.	$ 22,939,430	$ (8,401,322)	$ (443,894)	$ (26,248,124)
Dividend on Preferred Stock	(30,710)	(403,614)	(824,777)	(1,197,681)
Net Income (Loss) Attributable to Gold Flora Corp.	$ 22,908,720	$ (8,804,936)	$ (1,268,671)	$ (27,445,805)
Weighted Average Number of Shares Outstanding - Basic	273,642,363	94,492,442	154,766,984	94,334,120
Weighted Average Number of Shares Outstanding - Diluted	300,318,094	94,492,442	154,766,984	94,334,120
Net Income (Loss) Per Share - Basic	$ 0.08	$ (0.09)	$ (0.01)	$ (0.29)
Net Income (Loss) Per Share - Diluted	$ 0.08	$ (0.09)	$ (0.01)	$ (0.29)

INCOME (LOSS) PER SHARE (Deta_2

INCOME (LOSS) PER SHARE (Details Narrative)	9 Months Ended
	Sep. 30, 2023 shares
INCOME (LOSS) PER SHARE
Antidilutive securitiese excluded from computation of earnings per share amount	69,343,000