Gold Flora (GRAM) 10-Q 15 May 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 13, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	000-56348
Entity Registrant Name	Gold Flora Corporation
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	93-2261104
Entity Address, Address Line One	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	949
Local Phone Number	252-1908
Title of 12(g) Security	Common Stock, par value $0.01 per share
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		287,617,407
Entity Central Index Key	0001876945
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Amendment Flag	false
Current Fiscal Year End Date	--12-31

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 14,221	$ 22,538
Accounts receivable, Net	2,845	1,773
Inventory	20,050	18,372
Current portion of notes receivable	488	459
Assets held for sale	322	362
Indemnification assets	3,194	3,194
Prepaid expenses and other current assets	10,290	6,165
Total current assets	51,410	52,863
Property and equipment, net	37,882	39,166
Finance lease asset	59,399	60,400
Notes receivable, net of current portion	208	208
Intangible assets, net	44,987	46,101
Operating lease right-of-use assets	22,488	23,655
Deposits and other long term assets	4,236	3,973
Total assets	220,610	226,366
Current liabilities:
Accounts payable and accrued liabilities	34,368	27,342
Accrued interest	1,505	1,365
Taxes payable	33,255	27,886
Due to related party	2,005	2,005
Consideration payable	4,068	4,342
Current portion of notes payable	15,785	18,952
Current portion of operating lease liabilities	2,776	2,562
Current portion of finance lease liabilities	3,149	2,990
Liabilities held for sale	241	282
Total current liabilities	97,152	87,726
Notes payable, net of current portion	9,340	9,189
Convertible notes payable	20,714	20,546
Operating lease liabilities, net of current portion	24,294	25,817
Finance lease liabilities, net of current portion	85,141	85,122
Deferred tax liability	4,670	5,150
Security deposits and other long term liabilities	64	64
Total liabilities	241,375	233,614
Commitments and contingencies
Shareholders' deficit
Shares of common stock, par value $0.01 per share, 450,000,000 shares of common stock authorized 287,527,727 issued and outstanding at March 31, 2024 and 287,478,982 at December 31, 2023	2,875	2,874
Additional paid in capital	100,769	100,577
Accumulated deficit	(124,474)	(110,833)
Total shareholders' deficit attributable to the Company	(20,830)	(7,382)
Non-controlling interest	65	134
Total shareholders' deficit	(20,765)	(7,248)
Total liabilities and shareholders' deficit	$ 220,610	$ 226,366

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock par value (in dollars per share)	$ 0.01	$ 0.01
Common stock authorized (in shares)	450,000,000	450,000,000
Common stock issued (in shares)	287,527,727	287,478,982
Common stock outstanding (in shares)	287,527,727	287,478,982

Interim Condensed Consolidated

Interim Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenues, net	$ 32,153	$ 15,652
Cost of goods sold	22,124	11,606
Gross profit	10,029	4,046
Selling, general, and administrative	18,966	8,933
Total operating expenses	18,966	8,933
Loss from operations	(8,937)	(4,887)
Other (income) expense
Notes payable and convertible notes payable interest expense, net	772	1,599
Finance lease liability interest expense, net	3,379	2,574
Amortization of debt discount interest expense, net	177	532
Other income, net	(548)	(1,016)
Total other (income) expense, net	3,780	3,689
Loss before income taxes	(12,717)	(8,576)
Income tax expense	(987)	(765)
Net loss	(13,704)	(9,341)
Net loss attributable to non-controlling interest	(69)	(19)
Net loss attributable to Gold Flora Corporation	(13,635)	(9,322)
Dividend on preferred stock	0	(395)
Net loss attributable to Gold Flora Corporation	$ (13,635)	$ (9,717)
Per share – basic and diluted
Net loss per share - basic (in dollars per share)	$ (0.05)	$ (0.10)
Net loss per share - diluted (in dollars per share)	$ (0.05)	$ (0.10)
Weighted average number of shares outstanding - basic (in shares)	287,515,421	94,346,683
Weighted average number of shares outstanding - diluted (in shares)	287,515,421	94,346,683

Interim Condensed Consolidate_2

Interim Condensed Consolidated Statements of Changes in Shareholders’ Deficit (Unaudited) - USD ($) $ in Thousands	Total	Total Shareholders' Deficit Attributable to Gold Flora Corporation	Common Stock	Additional Paid in Capital	Accumulated Deficit	Non-controlling Interest
Beginning balance (in shares) at Dec. 31, 2022			94,797,102
Beginning balance at Dec. 31, 2022	$ (23,579)	$ (23,753)	$ 948	$ 42,687	$ (67,388)	$ 174
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Contributions, net	97	97		97
Cancellation of common stock related to participation units (in shares)			(455,480)
Cancellation of common stock related to participation units	0	0	$ (5)	5
Accrued preferred distribution to members	(395)	(395)			(395)
Share-based compensation	56	56		56
Net loss	(9,341)	(9,322)			(9,322)	(19)
Ending balance (in shares) at Mar. 31, 2023			94,341,622
Ending balance at Mar. 31, 2023	$ (33,162)	(33,317)	$ 943	42,845	(77,105)	155
Beginning balance (in shares) at Dec. 31, 2023	287,478,982		287,478,982
Beginning balance at Dec. 31, 2023	$ (7,248)	(7,382)	$ 2,874	100,577	(110,833)	134
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Distributions, Net	$ (6)	(6)			(6)
Shares Issued for Option Exercises, Net (in shares)	30,000		30,000
Cancellation of Common Shares (in shares)			(10,074)
Shares Issued for Vesting of RSU's, Net (in shares)			28,819
Shares Issued for Vesting of RSU's, Net	$ 0	0	$ 1	(1)
Share-based compensation	193	193		193
Net loss	$ (13,704)	(13,635)			(13,635)	(69)
Ending balance (in shares) at Mar. 31, 2024	287,527,727		287,527,727
Ending balance at Mar. 31, 2024	$ (20,765)	$ (20,830)	$ 2,875	$ 100,769	$ (124,474)	$ 65

Interim Condensed Consolidate_3

Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating activities:
Net loss	$ (13,704)	$ (9,341)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	4,050	2,117
Non-cash operating lease expense	(143)	219
Non-cash interest expense on finance leases added to principal	381	1,047
Gain on forgiveness of convertible debentures	0	(301)
Deferred income taxes	(480)	(104)
Reserve for inventory	16	519
Debt discount amortization	9	8
Debt issue cost amortization	168	524
Share-based compensation	193	56
Bad debt expense	0	(27)
Change in operating assets and liabilities:
Accounts receivable	(1,072)	(16)
Prepaid expenses and other current assets	(4,125)	646
Deposits and other long term assets	(263)	55
Inventory	(1,694)	(618)
Accounts payable and accrued liabilities	7,026	2,264
Accrued interest and taxes payable	5,279	1,895
Net cash used in operating activities	(4,359)	(1,057)
Investing activities:
Receipt of cash from notes receivable	0	48
Issuance of notes receivable	(29)	0
Purchase of property and equipment and construction costs	(651)	(113)
Net cash used in investing activities	(680)	(65)
Financing activities:
Repayment of notes	(3,069)	(1,089)
Proceeds from notes	0	2,500
Principal repayments of finance lease liability	(702)	(664)
Contributions, net	0	97
Distributions, net	(6)	0
Lease incentive payments received	499	0
Net cash provided by (used in) financing activities	(3,278)	844
Net decrease in cash and cash equivalents	(8,317)	(278)
Cash and cash equivalents, beginning of period	22,538	5,217
Cash and cash equivalents, end of period	14,221	4,939
Supplemental cash flow disclosure:
Cash paid for interest	3,630	4,024
Cash paid for taxes	405	765
Non-cash investing and financing activities:
Obtaining property and equipment in exchange for finance lease liabilities	0	3,383
Other current assets reclassed to property, plant and equipment	0	2,175
Termination of leases	649	0
Reclass of equipment deposits to property and equipment	0	1,044
Recognition of right-of-use assets and lease liabilities for operating leases	0	1,945
Accretion of dividends payable	0	395
Accrued interest added to principle of notes payable	$ 44	$ 0

NATURE OF OPERATIONS

NATURE OF OPERATIONS	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS	NATURE OF OPERATIONS Gold Flora Corporation, the “Company”, "Gold Flora", and “GFC”, refer to Gold Flora Corporation, a holding company domesticated in the State of Delaware by way of corporate continuance from British Columbia, Canada on July 7, 2023. The Company’s registered office is located at 3165 Red Hill Avenue, Costa Mesa, CA 92626. Gold Flora, LLC 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 it'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 July 7, 2023, the Company consummated a business combination involving TPCO Holding Corp., a publicly traded entity ("TPCO"), Gold Flora, LLC, Stately Capital Corporation, a newly formed British Columbia corporation and Golden Grizzly Bear LLC, which transaction resulted in the combination of TPCO and Gold Flora, LLC, in an all-stock transaction (the “Business Combination”). In connection with the Business Combination, the Company was deemed to be the accounting acquirer and TPCO was the legal acquirer, and for the purpose of facilitating the merger, a new entity, Gold Flora Corporation was formed. Pursuant to the merger, TPCO, 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 is a single state operator ("SSO") in California and operates as a vertically integrated, licensed, group of cannabis companies. The Company's long-term strategy is to continue to be one of the leading cannabis companies in California. The strategy is to build on the Company's strong integrated market position to pursue profitable organic and selective strategic opportunities with a focus on sustainable cash flow. The Company reports its financial accounts and operations in three segments: retail, wholesale, and management. The retail segment consists of the sixteen operating dispensaries in California. The wholesale segment consists of our bulk flower cultivation operations and cannabis products manufacturing which are both sold to third parties. Our management segment represents our corporate office and central costs supporting both the retail and wholesale segments.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Preparation and Statement of Compliance The accompanying interim 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 interim condensed consolidated financial position of the Company as of March 31, 2024 and December 31, 2023, the interim condensed consolidated results of operations and cash flows for the three months ended March 31, 2024 and 2023 have been included. The accompanying interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements (and notes thereto) in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”), as filed with the United States Securities and Exchange Commission (“SEC”) and with the relevant Canadian securities regulatory authorities under its profile on the System for Electronic Document Analysis and Retrieval Plus (“SEDAR+”). Except as noted below, there have been no material changes to the Company’s significant accounting policies and estimates during the three months ended March 31, 2024. Basis of Measurement These 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 March 31, 2024 and December 31, 2023, the Company had a total shareholders’ deficit attributable to the Company of $20,765 and $7,248 and for the three months ended March 31, 2024 and 2023 a net loss attributable to the Company of $13,635 and $9,322, and net cash used in operating activities of $4,359 and $1,057, respectively. Because of these factors, there is substantial doubt about the Company’s ability to continue as a going concern. As of March 31, 2024 and 2023, the accompanying interim 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 interim 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 1, the Company consummated a merger with TPCO on July 7, 2023, forming 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 interim 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. 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. 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: a. Identify a customer along with a corresponding contract; b. Identify the performance obligation(s) in the contract to transfer goods or provide distinct services to a customer; c. Determine the transaction price the Company expects to be entitled to in exchange for transferring promised goods or services to a customer; d. Allocate the transaction price to the performance obligation(s) in the contract; and e. 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 period ended March 31, 2024 and 2023 as follows: March 31, 2024 March 31, 2023 Wholesale $ 5,236 $ 3,078 Retail 26,917 12,574 Total revenues, net $ 32,153 $ 15,652 The Company has a customer loyalty program whereby customers are awarded points with in store 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 March 31, 2024 and 2023. Earnings (Loss) Per Share Basic earnings (loss) per share (“Basic EPS”) is calculated by dividing the net earnings available to shareholders by the weighted average number of shares outstanding during the period. Diluted earnings per shares is calculated using the treasury method of calculating the weighted average number of shares 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 shares of the Company at the average price of the shares 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. Recently Issued Accounting Pronouncements Not Yet Adopted Segment Reporting In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is evaluating the impact on the consolidated financial statements and expects to adopt this guidance for our fiscal year ending December 31, 2024. Income Taxes In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which enhances income tax disclosures, primarily through changes to the rate reconciliation and disaggregation of income taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the impact on the consolidated financial statements and expects to implement the provisions of ASU 2023-09 for our fiscal year ending December 31, 2025.

INVENTORY

INVENTORY	3 Months Ended
	Mar. 31, 2024
Inventory Disclosure [Abstract]
INVENTORY	INVENTORY March 31, 2024 December 31, 2023 Raw materials $ 1,519 $ 1,882 Work in progress 12,205 10,928 Finished goods 6,326 5,562 Total inventory $ 20,050 $ 18,372

PREPAID AND OTHER CURRENT ASSET

PREPAID AND OTHER CURRENT ASSETS	3 Months Ended
	Mar. 31, 2024
Prepaid Expense and Other Assets, Current [Abstract]
PREPAID AND OTHER CURRENT ASSETS	PREPAID AND OTHER CURRENT ASSETS March 31, 2024 December 31, 2023 Prepaid expenses $ 4,534 $ 1,131 Prepaid rent 2,033 — Prepaid insurance 967 1,808 Prepaid inventory — 515 Prepaid deposits 2,756 2,711 Total prepaid expenses and other current assets $ 10,290 $ 6,165

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	3 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	PROPERTY AND EQUIPMENT March 31, 2024 December 31, 2023 Machinery and equipment $ 15,426 $ 15,290 IT equipment 3,765 3,753 Vehicles 824 824 Leasehold improvements 33,401 32,902 Furniture and fixtures 971 971 Assets under construction 110 106 Total property and equipment, gross 54,497 53,846 Less: Accumulated depreciation and amortization (16,615) (14,680) Total property and equipment, net $ 37,882 $ 39,166 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 months ended March 31, 2024 and 2023 totaled $1,935 and $861, of which $892 and $433, respectively, is included in cost of goods sold.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	3 Months Ended
	Mar. 31, 2024
Intangible Assets, Net (Excluding Goodwill) [Abstract]
INTANGIBLE ASSETS	INTANGIBLE ASSETS March 31, 2024 December 31, 2023 Trade name $ 10,864 $ 10,864 Licenses 42,542 42,542 Non-compete 450 450 Total intangible assets, gross 53,856 53,856 Less: Accumulated amortization (8,869) (7,755) Total intangible assets, net $ 44,987 $ 46,101 For the three months ended March 31, 2024 and 2023, the Company recorded amortization expense related to intangible assets of $1,114 and $772. Additionally, during the three months ended March 31, 2024 and 2023, management noted no indications of impairment on its intangible assets.

ACCOUNTS PAYABLE AND ACCRUED LI

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	3 Months Ended
	Mar. 31, 2024
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	ACCOUNTS PAYABLE AND ACCRUED LIABILITIES March 31, 2024 December 31, 2023 Accounts payable $ 15,488 $ 13,339 Accrued payroll and related 2,518 2,588 Accrued purchases 6,805 2,839 Liability to dissenting shareholders 3,047 3,047 Other accrued expenses 6,510 5,529 Total accounts payable and accrued liabilities $ 34,368 $ 27,342

LEASES

LEASES	3 Months Ended
	Mar. 31, 2024
Leases [Abstract]
LEASES	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 to $78 and expire through August 2038. 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. All real estate leases are recorded on the balance sheet. Equipment and other non-real estate leases with an initial term of twelve months or less are not recorded on the balance sheet. Lease agreements for some locations provide for rent escalations and renewal options. Certain real estate leases require payment for taxes, insurance and maintenance which are considered non-lease components. The Company accounts for real estate leases and the related fixed non-lease components together as a single component. The Company determines if an arrangement is a lease at inception. The Company must consider whether the contract conveys the right to control the use of an identified asset. Certain arrangements require significant judgment to determine if an asset is specified in the contract and if the Company directs how and for what purpose the asset is used during the term of the contract. Finance Leases The Company has certain finance leases from third parties and related parties as of March 31, 2024 and December 31, 2023 for property in Desert Hot Springs, CA, Long Beach, CA, Commerce, CA, Corona, CA, and certain vehicle finance leases, with up to 30 years terms. 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. March 31, 2024 March 31, 2023 Finance lease cost: Amortization of finance lease right-of-use assets $ 1,001 $ 484 Interest on lease liabilities 3,379 2,574 Sublease (Income) (262) (633) Operating lease cost 1,536 591 Total lease expenses $ 5,654 $ 3,016 March 31, 2024 March 31, 2023 Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from finance lease, principal payment $ 702 $ 664 Financing cash flows from finance lease, interest payment 3,021 1,386 Operating cash flows from operating leases, gross 1,618 486 Cash received for lease incentive payments 499 — Non-cash additions to right-of-use assets and lease liabilities: Reduction in lease liability and right-of-use asset due to termination 649 — Recognition of right-of-use assets for finance lease — 3,383 Recognition of right-of-use assets for operating leases $ — $ 1,945 Other information related to operating and finance leases as of and for the three months ended March 31, 2024 are as follows: March 31, 2024 December 31, 2023 Weighted-average remaining lease term (years) - Finance leases 25.41 23.26 Weighted-average remaining lease term (years) - Operating leases 7.46 7.51 Weighted-average discount Rate - Finance leases 15.74 % 15.63 % Weighted-average discount rate - Operating leases 14.05 % 13.96 % The maturity of the contractual undiscounted lease liabilities as of March 31, 2024: Year Ending December 31, Operating Leases Finance Leases 2024 (Remaining) $ 4,901 $ 11,250 2025 6,574 15,377 2026 6,632 15,769 2027 5,636 14,802 2028 4,338 11,187 Thereafter 17,337 337,419 Total future minimum lease payments 45,418 405,804 Less: Interest (18,348) (317,514) Present value of lease liabilities 27,070 88,290 Less: Current portion of lease liabilities (2,776) (3,149) Lease liabilities, net of current portion $ 24,294 $ 85,141
LEASES	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 to $78 and expire through August 2038. 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. All real estate leases are recorded on the balance sheet. Equipment and other non-real estate leases with an initial term of twelve months or less are not recorded on the balance sheet. Lease agreements for some locations provide for rent escalations and renewal options. Certain real estate leases require payment for taxes, insurance and maintenance which are considered non-lease components. The Company accounts for real estate leases and the related fixed non-lease components together as a single component. The Company determines if an arrangement is a lease at inception. The Company must consider whether the contract conveys the right to control the use of an identified asset. Certain arrangements require significant judgment to determine if an asset is specified in the contract and if the Company directs how and for what purpose the asset is used during the term of the contract. Finance Leases The Company has certain finance leases from third parties and related parties as of March 31, 2024 and December 31, 2023 for property in Desert Hot Springs, CA, Long Beach, CA, Commerce, CA, Corona, CA, and certain vehicle finance leases, with up to 30 years terms. 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. March 31, 2024 March 31, 2023 Finance lease cost: Amortization of finance lease right-of-use assets $ 1,001 $ 484 Interest on lease liabilities 3,379 2,574 Sublease (Income) (262) (633) Operating lease cost 1,536 591 Total lease expenses $ 5,654 $ 3,016 March 31, 2024 March 31, 2023 Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from finance lease, principal payment $ 702 $ 664 Financing cash flows from finance lease, interest payment 3,021 1,386 Operating cash flows from operating leases, gross 1,618 486 Cash received for lease incentive payments 499 — Non-cash additions to right-of-use assets and lease liabilities: Reduction in lease liability and right-of-use asset due to termination 649 — Recognition of right-of-use assets for finance lease — 3,383 Recognition of right-of-use assets for operating leases $ — $ 1,945 Other information related to operating and finance leases as of and for the three months ended March 31, 2024 are as follows: March 31, 2024 December 31, 2023 Weighted-average remaining lease term (years) - Finance leases 25.41 23.26 Weighted-average remaining lease term (years) - Operating leases 7.46 7.51 Weighted-average discount Rate - Finance leases 15.74 % 15.63 % Weighted-average discount rate - Operating leases 14.05 % 13.96 % The maturity of the contractual undiscounted lease liabilities as of March 31, 2024: Year Ending December 31, Operating Leases Finance Leases 2024 (Remaining) $ 4,901 $ 11,250 2025 6,574 15,377 2026 6,632 15,769 2027 5,636 14,802 2028 4,338 11,187 Thereafter 17,337 337,419 Total future minimum lease payments 45,418 405,804 Less: Interest (18,348) (317,514) Present value of lease liabilities 27,070 88,290 Less: Current portion of lease liabilities (2,776) (3,149) Lease liabilities, net of current portion $ 24,294 $ 85,141

NOTES PAYABLE

NOTES PAYABLE	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
NOTES PAYABLE	NOTES PAYABLE Interest rate Maturity Date Payment terms March 31, 2024 December 31, 2023 Shelf Life, Inc. Promissory note - October 1, 2019 —% December 31, 2022 Due at maturity $ 5,200 $ 5,200 Acquisition note payable - December 2021 8.0% December 31, 2025 Twelve quarterly payments of principal and interest beginning in March 2023 7,209 8,196 Equipment loan, secured by substantially all assets of the Company. 9.5% plus the Secured Overnight Financing Rate but not less than 2.99% or more than 5.5% ("SOFR"), plus a service fee of 2.0% December 14, 2025 Principle and interest of $140 plus the SOFR payment paid monthly, remaining balance due at maturity 2,646 2,712 Acquisition note payable - September 2021 6.0% September 30, 2025 Twelve quarterly payments of principal and interest beginning in December 2022 6,549 7,545 Promissory note - July 7, 2023 8.0% July 7, 2027 Twelve quarterly payments of principal and interest beginning in October 2024 2,252 2,200 Short-term insurance financing 8.4% April 1, 2024 Monthly payments of principal and interest 26 1,055 Promissory notes - various 1.0% Various Interest and principal payments due monthly. 1,293 1,293 Other 23 22 Total notes payable 25,198 28,223 Less: Unamortized discount due to imputed interest (73) (82) Total notes payable, net of unamortized debt discount 25,125 28,141 Less: Current portion of notes payable (15,785) (18,952) Notes payable, net of current portion $ 9,340 $ 9,189 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 during 2024.

CONVERTIBLE NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
CONVERTIBLE NOTES PAYABLE	CONVERTIBLE NOTES PAYABLE March 31, 2024 December 31, 2023 Convertible notes payable $ 21,896 $ 21,896 Less: Unamortized discount due to imputed interest (1,182) (1,350) Total convertible notes payable, net 20,714 20,546 Less: Current portion of convertible notes payable — — Convertible notes payable, net of current portion $ 20,714 $ 20,546 Higher Level of Care and Airfield Financing On July, 6, 2023, prior to the merger with TPCO, the Company entered into a debt modification with certain convertible debt holders above, representing approximately $22,515 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. The modified convertible debt bears 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, was removed and replaced with an optional conversion feature, at the Company's discretion, 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	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
SHAREHOLDERS' EQUITY	SHAREHOLDERS' EQUITY Authorized Units Prior to the merger, each member’s interest in the Gold Flora LLC, including the member’s interest in income, gains, losses, deductions and expenses of Gold Flora LLC, 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. Gold Flora LLC was authorized to issue unlimited LLC Units. There was an 8% simple non-compounded return to the holders of Class B Units. Gold Flora LLC had determined it was obligated to pay such amount, and accordingly accrued the return on the basis of outstanding investment amount quarterly. The Company has total authorized shares of common stock of 450,000,000. Issued and Outstanding There were 287,527,727 and 287,478,982 shares of common stock issued and outstanding as of March 31, 2024 and December 31, 2023, respectively. The Company established the Gold Flora Corporation 2023 Equity Incentive Plan ("Gold Flora EIP") for certain qualified officers, employees, consultants and non-employee directors. The Gold Flora EIP establishes award units in various forms as allowed under the plan and is administered by the board of directors of the Company. Total shares reserved under the Gold Flora EIP available for grant and issuance will not exceed 15 percent of the Company's total issued and outstanding shares from time to time or as may be approved in accordance with the Cboe Canada exchange policies. The below is information pertaining to legacy and new awards outstanding. Share based compensation expense consists of options for the three months ended March 31, 2024 and profit interest for the three months ended March 31, 2023. Share based compensation was $193 and $56 during the period ended March 31, 2024 and 2023, respectively. All profit interest units were exchanged to common stock upon the Business Combination and no profit interest units remain outstanding. The Company recognized forfeitures when they occurred. Restricted Stock Units Issued and Outstanding Weighted Average Grant Date Fair Value Balance as of December 31, 2023 217,298 3.14 Vested and Settled (35,041) 3.33 Forfeited (7,506) 1.61 Balance as of March 31, 2024 174,751 3.16 Options Certain options outstanding relate to a legacy option plan from prior acquisitions. No further options will be issued under those legacy plans. Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Balance as of December 31, 2023 13,948,506 $ 0.17 9.85 Issued — — Expired (18) 7.00 Exercised (30,000) 0.11 Forfeited (72,746) 0.11 Balance as of March 31, 2024 13,845,742 $ 0.17 9.47 $ — Vested and Expected to Vest 13,845,742 $ 0.17 9.47 $ — Exercisable 3,777,896 $ 0.33 9.58 $ — The aggregate intrinsic value is calculated as the difference between the Company’s closing stock price on March 31, 2024 and the exercise price of options, multiplied by the number of options. As of March 31, 2024, total unrecognized stock-based compensation was approximately $914, which are expected to be recognized over a weighted-average period of approximately 2.6 years as of March 31, 2024. The Company recognizes compensation expense for stock option awards on a straight-line basis over the applicable service period of the award. The service period is generally the vesting period. There were no options issued during the three months ended March 31, 2024. Warrants Warrants Weighted - Average Exercise Price Balance as of December 31, 2023 69,701,256 $ 6.27 Balance as of March 31, 2024 69,701,256 6.47

RELATED PARTY TRANSACTIONS AND

RELATED PARTY TRANSACTIONS AND BALANCES	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS AND BALANCES	RELATED PARTY TRANSACTIONS AND BALANCES 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 interim condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023 and the interim condensed consolidated statements of operations for the period ended March 31, 2024 and 2023 are as follows: Incurred (Received) Due To (From) Related Party Name Relationship Nature of Transactions March 31, 2024 March 31, 2023 March 31, 2024 December 31, 2023 127 Radio Road Partners, LLC Co-owned by a shareholder of the Company Facility Rent $ 121 $ 98 $ 6 $ 6 BlackStar Contractors Inc. Co-owned by a shareholder of the Company Construction of Facilities — 9 (1,222) (1,252) BlackStar Financial Inc. Co-owned by a shareholder of the Company Shared Services — 32 50 50 BlackStar Industrial Properties LLC Co-owned by a shareholder of the Company Facility Rent and Advances — — 2,644 2,644 GF 5630 Partners LLC Managed by Directors and officers of Gold Flora Corporation Facility Rent 117 238 290 290 Gold Flora Capital LLC Managed by Directors and officers of Gold Flora Corporation Interest Expense — 4 16 16 MasterCraft Homes Group LLC Co-owned by a shareholder of the Company Shared Services — — 39 39 Luau 01, LLC Management Interest Expense — 8 — — Mounsey Family Farms, LLC Management Interest Expense — 6 — — Total $ 238 $ 395 $ 1,823 $ 1,793 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 March 31, 2024 and December 31, 2023 was $425. 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 interim 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 March 31, 2024 and December 31, 2023 was both $1,580. Amounts due to Black Star Capital Partners, LLC is included as a component of due to related parties in the accompanying interim condensed consolidated balance sheets.

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2024
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES The following table summarizes the Company’s income tax expense and effective tax rates for the period ended March 31, 2024, and 2023: March 31, March 31, Net Loss Before Income Taxes $ (12,717) $ (8,576) Income Taxes $ (987) $ (765) Effective Tax Rate 7.8 % 8.9 % For the three months ended March 31, 2024 and 2023, 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 months ended March 31, 2024, 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. 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-deductible under IRC Section 280E for the Company's expenses related to its plant-touching cannabis operations. The effective tax rate for the period ended March 31, 2024, varies from the period ended March 31, 2023, 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 representations made on these returns. The statute of limitations for these jurisdictions may remain open for as far back as tax year 2020 to the present.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	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 interim condensed consolidated statements 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 March 31, 2024 and December 31, 2023, 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 interim condensed consolidated balance sheets for amounts customers have earned but have not yet used. In connection with the Business Combination in July 2023, certain TPCO shareholders dissented from the vote and were therefore entitled to the fair value of their common shares of TPCO ("TPCO Shares"). The fair value amount was calculated based on the closing share price of the TPCO Shares of $0.17696 on June 14, 2023 (being the last trading date prior to the date of the meeting of the shareholders of TPCO to approve the Business Combination. The amount was recorded as a component of accounts payable and accrued liabilities in the accompanying interim condensed consolidated balance sheet. Certain of the dissenting TPCO shareholders have asserted that the fair value of their TPCO Shares was higher than the trading price of June 14, 2023 and should have been determined to be at least US$0.9847 per TPCO 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. As of March 31, 2024, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s 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.

FINANCIAL INSTRUMENTS

FINANCIAL INSTRUMENTS	3 Months Ended
	Mar. 31, 2024
Allowance for Credit Loss [Abstract]
FINANCIAL INSTRUMENTS	FINANCIAL INSTRUMENTS Credit Risk Credit risk arises from deposits with banks, accounts receivable, security deposits and notes receivable. The balances were as follows as of: Gross as of March 31, 2024 Allowance Net as of March 31, 2024 Cash and cash equivalents $ 14,221 $ — $ 14,221 Accounts receivable 3,073 (228) 2,845 Deposits and other long term assets 4,236 — 4,236 Notes receivables 696 — 696 Total $ 22,226 $ (228) $ 21,998 Gross as of December 31, 2023 Allowance Net as of December 31, 2023 Cash and cash equivalents $ 22,538 $ — $ 22,538 Accounts receivable 2,009 (236) 1,773 Deposits and other long term assets 3,973 — 3,973 Notes receivables 667 — 667 Total $ 29,187 $ (236) $ 28,951

SEGMENT REPORTING

SEGMENT REPORTING	3 Months Ended
	Mar. 31, 2024
Segment Reporting [Abstract]
SEGMENT REPORTING	SEGMENT REPORTING The Company operates in three segments: wholesale, retail, and management. The below table presents financial information by type as of and for the years ended: March 31, 2024 December 31, 2023 Total assets Wholesale $ 63,643 $ 61,115 Retail 65,610 71,098 Management 91,357 93,926 Intercompany — 227 Total assets $ 220,610 $ 226,366 March 31, 2024 March 31, 2023 Revenues, net Wholesale $ 5,236 $ 3,078 Retail 26,917 12,574 Total revenues, net $ 32,153 $ 15,652 March 31, 2024 March 31, 2023 Depreciation and amortization expense Wholesale $ 1,655 $ 783 Retail 802 498 Management 1,593 836 Total depreciation and amortization expense $ 4,050 $ 2,117 March 31, 2024 March 31, 2023 Interest expense Wholesale $ 657 $ 196 Retail 359 175 Management 3,312 4,334 Total interest expense $ 4,328 $ 4,705 March 31, 2024 March 31, 2023 Income tax expense Management 987 765 Total income tax expense $ 987 $ 765

OPERATING EXPENSES

OPERATING EXPENSES	3 Months Ended
	Mar. 31, 2024
Operating Expenses [Abstract]
OPERATING EXPENSES	OPERATING EXPENSES March 31, 2024 March 31, 2023 General and administrative $ 6,188 $ 2,282 Allowance for accounts receivable and notes receivable — (27) Sales and marketing 855 269 Salaries and benefits 7,036 4,078 Share-based compensation 193 56 Lease expense 1,536 591 Depreciation of property and equipment and amortization of right-of-use assets under finance leases 2,044 912 Amortization of intangible expenses 1,114 772 Total selling, general and administrative expenses $ 18,966 $ 8,933

LOSS PER SHARE

LOSS PER SHARE	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
LOSS PER SHARE	LOSS PER SHARE March 31, 2024 March 31, 2023 Net loss attributable to Gold Flora Corporation $ (13,635) $ (9,322) Dividend on preferred stock — (395) Net loss attributable to Gold Flora Corporation $ (13,635) $ (9,717) Weighted average number of shares outstanding - basic 287,515,421 94,346,683 Weighted average number of shares outstanding - diluted 287,515,421 94,346,683 Net loss per share - basic $ (0.05) $ (0.10) Net loss per share - diluted $ (0.05) $ (0.10) Approximately 73,653,903 of potentially dilutive securities at March 31, 2024 were excluded in the calculation of diluted loss per share as their impact would have been anti-dilutive.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS In May, 2024, the Company executed two new leases near the Desert Hot Springs Campus including leases for: • property located at 63795 19th Avenue in Palm Springs, California • property located at 19533 McLane Street in Palm Springs, California The commencement date under each of the leases is conditioned upon, among other things, the receipt of approvals to conduct cannabis operations by the requisite state and local authorities, and may be subject to temporary rent abatement during phase-in of tenant operations.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net loss attributable to Gold Flora Corporation	$ (13,635)	$ (9,322)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Preparation and Statement of Compliance	Basis of Preparation and Statement of Compliance The accompanying interim 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.
Basis of Consolidation	The accompanying interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements (and notes thereto) in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”), as filed with the United States Securities and Exchange Commission (“SEC”) and with the relevant Canadian securities regulatory authorities under its profile on the System for Electronic Document Analysis and Retrieval Plus (“SEDAR+”). Except as noted below, there have been no material changes to the Company’s significant accounting policies and estimates during the three months ended March 31, 2024.
Basis of Measurement, Going Concern, and Emerging Growth Company	Basis of Measurement These 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 March 31, 2024 and December 31, 2023, the Company had a total shareholders’ deficit attributable to the Company of $20,765 and $7,248 and for the three months ended March 31, 2024 and 2023 a net loss attributable to the Company of $13,635 and $9,322, and net cash used in operating activities of $4,359 and $1,057, respectively. Because of these factors, there is substantial doubt about the Company’s ability to continue as a going concern. As of March 31, 2024 and 2023, the accompanying interim 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 interim 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 1, the Company consummated a merger with TPCO on July 7, 2023, forming 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 interim 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. 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.
Revenue Recognition	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: a. Identify a customer along with a corresponding contract; b. Identify the performance obligation(s) in the contract to transfer goods or provide distinct services to a customer; c. Determine the transaction price the Company expects to be entitled to in exchange for transferring promised goods or services to a customer; d. Allocate the transaction price to the performance obligation(s) in the contract; and e. 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 period ended March 31, 2024 and 2023 as follows: March 31, 2024 March 31, 2023 Wholesale $ 5,236 $ 3,078 Retail 26,917 12,574 Total revenues, net $ 32,153 $ 15,652 The Company has a customer loyalty program whereby customers are awarded points with in store 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 March 31, 2024 and 2023.
Earnings (Loss) Per Share	Earnings (Loss) Per Share Basic earnings (loss) per share (“Basic EPS”) is calculated by dividing the net earnings available to shareholders by the weighted average number of shares outstanding during the period. Diluted earnings per shares is calculated using the treasury method of calculating the weighted average number of shares 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 shares of the Company at the average price of the shares 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.
Recently Issued Accounting Pronouncements Not Yet Adopted	Recently Issued Accounting Pronouncements Not Yet Adopted Segment Reporting In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is evaluating the impact on the consolidated financial statements and expects to adopt this guidance for our fiscal year ending December 31, 2024. Income Taxes In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which enhances income tax disclosures, primarily through changes to the rate reconciliation and disaggregation of income taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the impact on the consolidated financial statements and expects to implement the provisions of ASU 2023-09 for our fiscal year ending December 31, 2025.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Disaggregation of Revenue	Revenues, net, are disaggregated for the period ended March 31, 2024 and 2023 as follows: March 31, 2024 March 31, 2023 Wholesale $ 5,236 $ 3,078 Retail 26,917 12,574 Total revenues, net $ 32,153 $ 15,652

INVENTORY (Tables)

INVENTORY (Tables)	3 Months Ended
	Mar. 31, 2024
Inventory Disclosure [Abstract]
Summary of Inventory	March 31, 2024 December 31, 2023 Raw materials $ 1,519 $ 1,882 Work in progress 12,205 10,928 Finished goods 6,326 5,562 Total inventory $ 20,050 $ 18,372

PREPAID AND OTHER CURRENT ASS_2

PREPAID AND OTHER CURRENT ASSETS (Tables)	3 Months Ended
	Mar. 31, 2024
Prepaid Expense and Other Assets, Current [Abstract]
Summary of Prepaid Expenses and Other Current Assets	March 31, 2024 December 31, 2023 Prepaid expenses $ 4,534 $ 1,131 Prepaid rent 2,033 — Prepaid insurance 967 1,808 Prepaid inventory — 515 Prepaid deposits 2,756 2,711 Total prepaid expenses and other current assets $ 10,290 $ 6,165

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	3 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
Summary of Property and Equipment	March 31, 2024 December 31, 2023 Machinery and equipment $ 15,426 $ 15,290 IT equipment 3,765 3,753 Vehicles 824 824 Leasehold improvements 33,401 32,902 Furniture and fixtures 971 971 Assets under construction 110 106 Total property and equipment, gross 54,497 53,846 Less: Accumulated depreciation and amortization (16,615) (14,680) Total property and equipment, net $ 37,882 $ 39,166

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	3 Months Ended
	Mar. 31, 2024
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Schedule of Intangible Assets	March 31, 2024 December 31, 2023 Trade name $ 10,864 $ 10,864 Licenses 42,542 42,542 Non-compete 450 450 Total intangible assets, gross 53,856 53,856 Less: Accumulated amortization (8,869) (7,755) Total intangible assets, net $ 44,987 $ 46,101

ACCOUNTS PAYABLE AND ACCRUED _2

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)	3 Months Ended
	Mar. 31, 2024
Payables and Accruals [Abstract]
Summary of Accounts Payable and Accrued Liabilities	March 31, 2024 December 31, 2023 Accounts payable $ 15,488 $ 13,339 Accrued payroll and related 2,518 2,588 Accrued purchases 6,805 2,839 Liability to dissenting shareholders 3,047 3,047 Other accrued expenses 6,510 5,529 Total accounts payable and accrued liabilities $ 34,368 $ 27,342

LEASES (Tables)

LEASES (Tables)	3 Months Ended
	Mar. 31, 2024
Leases [Abstract]
Summary of Leases	March 31, 2024 March 31, 2023 Finance lease cost: Amortization of finance lease right-of-use assets $ 1,001 $ 484 Interest on lease liabilities 3,379 2,574 Sublease (Income) (262) (633) Operating lease cost 1,536 591 Total lease expenses $ 5,654 $ 3,016 March 31, 2024 March 31, 2023 Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from finance lease, principal payment $ 702 $ 664 Financing cash flows from finance lease, interest payment 3,021 1,386 Operating cash flows from operating leases, gross 1,618 486 Cash received for lease incentive payments 499 — Non-cash additions to right-of-use assets and lease liabilities: Reduction in lease liability and right-of-use asset due to termination 649 — Recognition of right-of-use assets for finance lease — 3,383 Recognition of right-of-use assets for operating leases $ — $ 1,945 Other information related to operating and finance leases as of and for the three months ended March 31, 2024 are as follows: March 31, 2024 December 31, 2023 Weighted-average remaining lease term (years) - Finance leases 25.41 23.26 Weighted-average remaining lease term (years) - Operating leases 7.46 7.51 Weighted-average discount Rate - Finance leases 15.74 % 15.63 % Weighted-average discount rate - Operating leases 14.05 % 13.96 %
Schedule of Maturity of Operating Lease Liabilities	The maturity of the contractual undiscounted lease liabilities as of March 31, 2024: Year Ending December 31, Operating Leases Finance Leases 2024 (Remaining) $ 4,901 $ 11,250 2025 6,574 15,377 2026 6,632 15,769 2027 5,636 14,802 2028 4,338 11,187 Thereafter 17,337 337,419 Total future minimum lease payments 45,418 405,804 Less: Interest (18,348) (317,514) Present value of lease liabilities 27,070 88,290 Less: Current portion of lease liabilities (2,776) (3,149) Lease liabilities, net of current portion $ 24,294 $ 85,141
Schedule of Maturity of Finance Lease Liabilities	The maturity of the contractual undiscounted lease liabilities as of March 31, 2024: Year Ending December 31, Operating Leases Finance Leases 2024 (Remaining) $ 4,901 $ 11,250 2025 6,574 15,377 2026 6,632 15,769 2027 5,636 14,802 2028 4,338 11,187 Thereafter 17,337 337,419 Total future minimum lease payments 45,418 405,804 Less: Interest (18,348) (317,514) Present value of lease liabilities 27,070 88,290 Less: Current portion of lease liabilities (2,776) (3,149) Lease liabilities, net of current portion $ 24,294 $ 85,141

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Summary of Notes Payable	Interest rate Maturity Date Payment terms March 31, 2024 December 31, 2023 Shelf Life, Inc. Promissory note - October 1, 2019 —% December 31, 2022 Due at maturity $ 5,200 $ 5,200 Acquisition note payable - December 2021 8.0% December 31, 2025 Twelve quarterly payments of principal and interest beginning in March 2023 7,209 8,196 Equipment loan, secured by substantially all assets of the Company. 9.5% plus the Secured Overnight Financing Rate but not less than 2.99% or more than 5.5% ("SOFR"), plus a service fee of 2.0% December 14, 2025 Principle and interest of $140 plus the SOFR payment paid monthly, remaining balance due at maturity 2,646 2,712 Acquisition note payable - September 2021 6.0% September 30, 2025 Twelve quarterly payments of principal and interest beginning in December 2022 6,549 7,545 Promissory note - July 7, 2023 8.0% July 7, 2027 Twelve quarterly payments of principal and interest beginning in October 2024 2,252 2,200 Short-term insurance financing 8.4% April 1, 2024 Monthly payments of principal and interest 26 1,055 Promissory notes - various 1.0% Various Interest and principal payments due monthly. 1,293 1,293 Other 23 22 Total notes payable 25,198 28,223 Less: Unamortized discount due to imputed interest (73) (82) Total notes payable, net of unamortized debt discount 25,125 28,141 Less: Current portion of notes payable (15,785) (18,952) Notes payable, net of current portion $ 9,340 $ 9,189

CONVERTIBLE NOTES PAYABLE (Tabl

CONVERTIBLE NOTES PAYABLE (Tables)	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Summary of Convertible Notes Payable	March 31, 2024 December 31, 2023 Convertible notes payable $ 21,896 $ 21,896 Less: Unamortized discount due to imputed interest (1,182) (1,350) Total convertible notes payable, net 20,714 20,546 Less: Current portion of convertible notes payable — — Convertible notes payable, net of current portion $ 20,714 $ 20,546

SHAREHOLDERS' EQUITY (Tables)

SHAREHOLDERS' EQUITY (Tables)	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
Summary of Restricted Stock Unit Activity	Issued and Outstanding Weighted Average Grant Date Fair Value Balance as of December 31, 2023 217,298 3.14 Vested and Settled (35,041) 3.33 Forfeited (7,506) 1.61 Balance as of March 31, 2024 174,751 3.16
Summary of Stock Option Activity	Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Balance as of December 31, 2023 13,948,506 $ 0.17 9.85 Issued — — Expired (18) 7.00 Exercised (30,000) 0.11 Forfeited (72,746) 0.11 Balance as of March 31, 2024 13,845,742 $ 0.17 9.47 $ — Vested and Expected to Vest 13,845,742 $ 0.17 9.47 $ — Exercisable 3,777,896 $ 0.33 9.58 $ —
Summary of Warrant Activity	Warrants Weighted - Average Exercise Price Balance as of December 31, 2023 69,701,256 $ 6.27 Balance as of March 31, 2024 69,701,256 6.47

RELATED PARTY TRANSACTIONS AN_2

RELATED PARTY TRANSACTIONS AND BALANCES (Tables)	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
Schedule of Related Party Transactions	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 interim condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023 and the interim condensed consolidated statements of operations for the period ended March 31, 2024 and 2023 are as follows: Incurred (Received) Due To (From) Related Party Name Relationship Nature of Transactions March 31, 2024 March 31, 2023 March 31, 2024 December 31, 2023 127 Radio Road Partners, LLC Co-owned by a shareholder of the Company Facility Rent $ 121 $ 98 $ 6 $ 6 BlackStar Contractors Inc. Co-owned by a shareholder of the Company Construction of Facilities — 9 (1,222) (1,252) BlackStar Financial Inc. Co-owned by a shareholder of the Company Shared Services — 32 50 50 BlackStar Industrial Properties LLC Co-owned by a shareholder of the Company Facility Rent and Advances — — 2,644 2,644 GF 5630 Partners LLC Managed by Directors and officers of Gold Flora Corporation Facility Rent 117 238 290 290 Gold Flora Capital LLC Managed by Directors and officers of Gold Flora Corporation Interest Expense — 4 16 16 MasterCraft Homes Group LLC Co-owned by a shareholder of the Company Shared Services — — 39 39 Luau 01, LLC Management Interest Expense — 8 — — Mounsey Family Farms, LLC Management Interest Expense — 6 — — Total $ 238 $ 395 $ 1,823 $ 1,793

INCOME TAXES (Table)

INCOME TAXES (Table)	3 Months Ended
	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Summary of Income Tax Expense and Effective Tax Rates	The following table summarizes the Company’s income tax expense and effective tax rates for the period ended March 31, 2024, and 2023: March 31, March 31, Net Loss Before Income Taxes $ (12,717) $ (8,576) Income Taxes $ (987) $ (765) Effective Tax Rate 7.8 % 8.9 %

FINANCIAL INSTRUMENTS (Tables)

FINANCIAL INSTRUMENTS (Tables)	3 Months Ended
	Mar. 31, 2024
Allowance for Credit Loss [Abstract]
Summary of Credit Risk	The balances were as follows as of: Gross as of March 31, 2024 Allowance Net as of March 31, 2024 Cash and cash equivalents $ 14,221 $ — $ 14,221 Accounts receivable 3,073 (228) 2,845 Deposits and other long term assets 4,236 — 4,236 Notes receivables 696 — 696 Total $ 22,226 $ (228) $ 21,998 Gross as of December 31, 2023 Allowance Net as of December 31, 2023 Cash and cash equivalents $ 22,538 $ — $ 22,538 Accounts receivable 2,009 (236) 1,773 Deposits and other long term assets 3,973 — 3,973 Notes receivables 667 — 667 Total $ 29,187 $ (236) $ 28,951

SEGMENT REPORTING (Tables)

SEGMENT REPORTING (Tables)	3 Months Ended
	Mar. 31, 2024
Segment Reporting [Abstract]
Summary of Financial Information by Segment	The below table presents financial information by type as of and for the years ended: March 31, 2024 December 31, 2023 Total assets Wholesale $ 63,643 $ 61,115 Retail 65,610 71,098 Management 91,357 93,926 Intercompany — 227 Total assets $ 220,610 $ 226,366 March 31, 2024 March 31, 2023 Revenues, net Wholesale $ 5,236 $ 3,078 Retail 26,917 12,574 Total revenues, net $ 32,153 $ 15,652 March 31, 2024 March 31, 2023 Depreciation and amortization expense Wholesale $ 1,655 $ 783 Retail 802 498 Management 1,593 836 Total depreciation and amortization expense $ 4,050 $ 2,117 March 31, 2024 March 31, 2023 Interest expense Wholesale $ 657 $ 196 Retail 359 175 Management 3,312 4,334 Total interest expense $ 4,328 $ 4,705 March 31, 2024 March 31, 2023 Income tax expense Management 987 765 Total income tax expense $ 987 $ 765

OPERATING EXPENSES (Tables)

OPERATING EXPENSES (Tables)	3 Months Ended
	Mar. 31, 2024
Operating Expenses [Abstract]
Summary of Operating Expenses	March 31, 2024 March 31, 2023 General and administrative $ 6,188 $ 2,282 Allowance for accounts receivable and notes receivable — (27) Sales and marketing 855 269 Salaries and benefits 7,036 4,078 Share-based compensation 193 56 Lease expense 1,536 591 Depreciation of property and equipment and amortization of right-of-use assets under finance leases 2,044 912 Amortization of intangible expenses 1,114 772 Total selling, general and administrative expenses $ 18,966 $ 8,933

LOSS PER SHARE (Tables)

LOSS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Summary of Loss Per Share	March 31, 2024 March 31, 2023 Net loss attributable to Gold Flora Corporation $ (13,635) $ (9,322) Dividend on preferred stock — (395) Net loss attributable to Gold Flora Corporation $ (13,635) $ (9,717) Weighted average number of shares outstanding - basic 287,515,421 94,346,683 Weighted average number of shares outstanding - diluted 287,515,421 94,346,683 Net loss per share - basic $ (0.05) $ (0.10) Net loss per share - diluted $ (0.05) $ (0.10)

NATURE OF OPERATIONS (Details)

NATURE OF OPERATIONS (Details)	3 Months Ended
	Mar. 31, 2024 segment dispensary
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments	3
Number of operating segments	3
Number of dispensaries | dispensary	16

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Total shareholders' deficit attributable to Gold Flora Corp.	$ 20,765	$ 33,162	$ 7,248	$ 23,579
Net loss attributable to Gold Flora Corp.	13,635	9,322
Net cash used in operating activities	$ 4,359	$ 1,057
Loyalty points expiration period	6 months

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Total revenues, net	$ 32,153	$ 15,652
Wholesale
Disaggregation of Revenue [Line Items]
Total revenues, net	5,236	3,078
Retail
Disaggregation of Revenue [Line Items]
Total revenues, net	$ 26,917	$ 12,574

INVENTORY (Details)

INVENTORY (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 1,519	$ 1,882
Work in progress	12,205	10,928
Finished goods	6,326	5,562
Total inventory	$ 20,050	$ 18,372

PREPAID AND OTHER CURRENT ASS_3

PREPAID AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid expenses	$ 4,534	$ 1,131
Prepaid rent	2,033	0
Prepaid insurance	967	1,808
Prepaid inventory	0	515
Prepaid deposits	2,756	2,711
Total prepaid expenses and other current assets	$ 10,290	$ 6,165

PROPERTY AND EQUIPMENT - Summar

PROPERTY AND EQUIPMENT - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 54,497	$ 53,846
Less: Accumulated depreciation and amortization	(16,615)	(14,680)
Total property and equipment, net	37,882	39,166
Machinery and equipment
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	15,426	15,290
IT equipment
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	3,765	3,753
Vehicles
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	824	824
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	33,401	32,902
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	971	971
Assets under construction
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 110	$ 106

PROPERTY AND EQUIPMENT - Narrat

PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense	$ 1,935	$ 861
Cost of Revenue
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense	$ 892	$ 433

INTANGIBLE ASSETS - Summary of

INTANGIBLE ASSETS - Summary of Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Total intangible assets, gross	$ 53,856	$ 53,856
Less: Accumulated amortization	(8,869)	(7,755)
Total intangible assets, net	44,987	46,101
Trade name
Finite-Lived Intangible Assets [Line Items]
Total intangible assets, gross	10,864	10,864
Licenses
Finite-Lived Intangible Assets [Line Items]
Total intangible assets, gross	42,542	42,542
Non-compete
Finite-Lived Intangible Assets [Line Items]
Total intangible assets, gross	$ 450	$ 450

INTANGIBLE ASSETS - Narrative (

INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Amortization expense	$ 1,114	$ 772
Intangible asset impairment	$ 0	$ 0

ACCOUNTS PAYABLE AND ACCRUED _3

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accounts payable	$ 15,488	$ 13,339
Accrued payroll and related	2,518	2,588
Accrued purchases	6,805	2,839
Liability to dissenting shareholders	3,047	3,047
Other accrued expenses	6,510	5,529
Total accounts payable and accrued liabilities	$ 34,368	$ 27,342

LEASES - Narrative (Details)

LEASES - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Lessee, Lease, Description [Line Items]
Percent increase in monthly operating lease payments (up to)	5%
Minimum
Lessee, Lease, Description [Line Items]
Monthly operating lease payments	$ 2
Maximum
Lessee, Lease, Description [Line Items]
Monthly operating lease payments	$ 78
Finance lease term	30 years	30 years

LEASES - Summary of Lease Expen

LEASES - Summary of Lease Expenses (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Finance lease cost:
Amortization of finance lease right-of-use assets	$ 1,001	$ 484
Interest on lease liabilities	3,379	2,574
Sublease (Income)	(262)	(633)
Operating lease cost	1,536	591
Total lease expenses	$ 5,654	$ 3,016

LEASES - Summary of Lease Cash

LEASES - Summary of Lease Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Financing cash flows from finance lease, principal payment	$ 702	$ 664
Financing cash flows from finance lease, interest payment	3,021	1,386
Operating cash flows from operating leases, gross	1,618	486
Cash received for lease incentive payments	499	0
Non-cash additions to right-of-use assets and lease liabilities:
Reduction in lease liability and right-of-use asset due to termination	649	0
Recognition of right-of-use assets for finance lease	0	3,383
Recognition of right-of-use assets for operating leases	$ 0	$ 1,945

LEASES - Other Lease Informatio

LEASES - Other Lease Information (Details)	Mar. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Weighted-average remaining lease term (years) - Finance leases	25 years 4 months 28 days	23 years 3 months 3 days
Weighted-average remaining lease term (years) - Operating leases	7 years 5 months 15 days	7 years 6 months 3 days
Weighted-average discount Rate - Finance leases	15.74%	15.63%
Weighted-average discount rate - Operating leases	14.05%	13.96%

LEASES - Maturity of Contractua

LEASES - Maturity of Contractual Undiscounted Lease Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Operating Leases
2024 (Remaining)	$ 4,901
2025	6,574
2026	6,632
2027	5,636
2028	4,338
Thereafter	17,337
Total future minimum lease payments	45,418
Less: Interest	(18,348)
Present value of lease liabilities	27,070
Less: Current portion of lease liabilities	(2,776)	$ (2,562)
Lease liabilities, net of current portion	24,294	25,817
Finance Leases
2024 (Remaining)	11,250
2025	15,377
2026	15,769
2027	14,802
2028	11,187
Thereafter	337,419
Total future minimum lease payments	405,804
Less: Interest	(317,514)
Present value of lease liabilities	88,290
Less: Current portion of lease liabilities	(3,149)	(2,990)
Lease liabilities, net of current portion	$ 85,141	$ 85,122

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Total notes payable	$ 25,198	$ 28,223
Less: Unamortized discount due to imputed interest	(73)	(82)
Total notes payable, net of unamortized debt discount	25,125	28,141
Less: Current portion of notes payable	(15,785)	(18,952)
Notes payable, net of current portion	$ 9,340	9,189
Short-term insurance financing
Debt Instrument [Line Items]
Interest rate	8.40%
Total notes payable	$ 26	1,055
Note | Shelf Life, Inc. Promissory note - October 1, 2019
Debt Instrument [Line Items]
Interest rate	0%
Total notes payable	$ 5,200	5,200
Note | Acquisition note payable - December 2021
Debt Instrument [Line Items]
Interest rate	8%
Total notes payable	$ 7,209	8,196
Note | Acquisition note payable - September 2021
Debt Instrument [Line Items]
Interest rate	6%
Total notes payable	$ 6,549	7,545
Note | Promissory note - July 7, 2023
Debt Instrument [Line Items]
Interest rate	8%
Total notes payable	$ 2,252	2,200
Note | Promissory notes - various
Debt Instrument [Line Items]
Interest rate	1%
Total notes payable	$ 1,293	1,293
Line of Credit | Secured Debt
Debt Instrument [Line Items]
Interest rate	9.50%
Service fee percentage	2%
Periodic principle and interest payment	$ 140
Total notes payable	$ 2,646	2,712
Line of Credit | Secured Debt | Minimum | Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Basis spread on variable rate	2.99%
Line of Credit | Secured Debt | Maximum | Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Basis spread on variable rate	5.50%
Other
Debt Instrument [Line Items]
Total notes payable	$ 23	$ 22

CONVERTIBLE NOTES PAYABLE - Sum

CONVERTIBLE NOTES PAYABLE - Summary of Convertible Notes Payable (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
Convertible notes payable	$ 21,896	$ 21,896
Less: Unamortized discount due to imputed interest	(1,182)	(1,350)
Total convertible notes payable, net	20,714	20,546
Less: Current portion of convertible notes payable	0	0
Convertible notes payable, net of current portion	$ 20,714	$ 20,546

CONVERTIBLE NOTES PAYABLE - Nar

CONVERTIBLE NOTES PAYABLE - Narrative (Details) - Merger Debt Modification - Convertible Debt $ / shares in Units, $ in Thousands	Jul. 06, 2023 USD ($) day $ / shares shares
Debt Instrument [Line Items]
Convertible debentures | $	$ 22,515
Loss on extinguishment of debt | $	$ 1,440
Interest rate	8%
Conversion price (in dollars per share) | $ / shares	$ 0.7549
Threshold trading days, stock | day	20
Stock price trigger (in dollars per share) | $ / shares	$ 1.0175
Class C LLC Units
Debt Instrument [Line Items]
Issued (in shares) | shares	2,500,000

SHAREHOLDERS' EQUITY - Narrativ

SHAREHOLDERS' EQUITY - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Jul. 07, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock authorized (in shares)	450,000,000		450,000,000
Common stock issued (in shares)	287,527,727		287,478,982
Common stock outstanding (in shares)	287,527,727		287,478,982
Share based compensation expense	$ 193	$ 56
Total unrecognized stock-based compensation	$ 914
Unrecognized stock-based compensation, period of recognition	2 years 7 months 6 days
Issued (in shares)	0
Profit Interest Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation expense	$ 193	$ 56
Units outstanding (in shares)	0
Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average remaining term	1 year 9 months 10 days		1 year 8 months 23 days
Issued (in shares)	0
Gold Flora EIP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percent of total outstanding shares	15%
Class B Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Simple non-compounded return rate (percent)				8%

SHAREHOLDERS' EQUITY - Summary

SHAREHOLDERS' EQUITY - Summary of Restricted Stock Units (Details) - Restricted Stock Units	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Issued and Outstanding
Beginning balance (in shares) | shares	217,298
Vested and settled (in shares) | shares	(35,041)
Forfeited (in shares) | shares	(7,506)
Ending balance (in shares) | shares	174,751
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share) | $ / shares	$ 3.14
Vested and settled (in dollars per share) | $ / shares	3.33
Forfeited (in dollars per share) | $ / shares	1.61
Ending balance (in dollars per share) | $ / shares	$ 3.16

SHAREHOLDERS' EQUITY - Summar_2

SHAREHOLDERS' EQUITY - Summary of Options (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Number of Options
Beginning balance (in shares)	13,948,506
Issued (in shares)	0
Expired (in shares)	(18)
Exercised (in shares)	(30,000)
Forfeited (in shares)	(72,746)
Ending balance (in shares)	13,845,742	13,948,506
Vested and Expected to Vest (in shares)	13,845,742
Exercisable (in shares)	3,777,896
Weighted Average Exercise Price
Beginning balance (in dollars per share)	$ 0.17
Issued (in dollars per share)	0
Expired (in dollars per share)	7
Exercised (in dollars per share)	0.11
Forfeited (in dollars per share)	0.11
Ending balance (in dollars per share)	0.17	$ 0.17
Vested and Expected to Vest (in dollars per share)	0.17
Exercisable (in dollars per share)	$ 0.33
Weighted Average Remaining Contractual Term
Outstanding (years)	9 years 5 months 19 days	9 years 10 months 6 days
Vested and Expected to Vest (years)	9 years 5 months 19 days
Exercisable (years)	9 years 6 months 29 days
Aggregate Intrinsic Value
Outstanding	$ 0
Vested and Expected to Vest	0
Exercisable	$ 0

SHAREHOLDERS' EQUITY - Summar_3

SHAREHOLDERS' EQUITY - Summary of Warrants (Details) - Warrants - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants outstanding (in shares)	69,701,256	69,701,256
Weighted - Average Exercise Price (in dollars per share)	$ 6.47	$ 6.27

RELATED PARTY TRANSACTIONS AN_3

RELATED PARTY TRANSACTIONS AND BALANCES - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Incurred (Received)	$ 238	$ 395
Due To (From)	1,823		$ 1,793
Facility Rent | 127 Radio Road Partners, LLC
Related Party Transaction [Line Items]
Incurred (Received)	121	98
Due To (From)	6		6
Facility Rent | GF 5630 Partners LLC
Related Party Transaction [Line Items]
Incurred (Received)	117	238
Due To (From)	290		290
Construction of Facilities | BlackStar Contractors Inc.
Related Party Transaction [Line Items]
Incurred (Received)	0	9
Due To (From)	(1,222)		(1,252)
Shared Services | BlackStar Financial Inc.
Related Party Transaction [Line Items]
Incurred (Received)	0	32
Due To (From)	50		50
Shared Services | MasterCraft Homes Group LLC
Related Party Transaction [Line Items]
Incurred (Received)	0	0
Due To (From)	39		39
Facility Rent and Advances | BlackStar Industrial Properties LLC
Related Party Transaction [Line Items]
Incurred (Received)	0	0
Due To (From)	2,644		2,644
Interest Expense | Gold Flora Capital LLC
Related Party Transaction [Line Items]
Incurred (Received)	0	4
Due To (From)	16		16
Interest Expense | Luau 01, LLC
Related Party Transaction [Line Items]
Incurred (Received)	0	8
Due To (From)	0		0
Interest Expense | Mounsey Family Farms, LLC
Related Party Transaction [Line Items]
Incurred (Received)	0	$ 6
Due To (From)	$ 0		$ 0

RELATED PARTY TRANSACTIONS AN_4

RELATED PARTY TRANSACTIONS AND BALANCES - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Dec. 15, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Notes payable	$ 25,198	$ 28,223
Related Party | Promissory Note | Skyfall Partners, LLC
Related Party Transaction [Line Items]
Interest rate				10%
Notes payable	425	425
Related Party | Promissory Note | BlackStar Capital Partners, LLC
Related Party Transaction [Line Items]
Interest rate			10%
Notes payable	$ 1,580	$ 1,580

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Net Loss Before Income Taxes	$ (12,717)	$ (8,576)
Income Taxes	$ (987)	$ (765)
Effective Tax Rate	7.80%	8.90%

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - TPCO Reverse Merger - $ / shares	Jul. 07, 2023	Jun. 14, 2023
Other Commitments [Line Items]
Closing share price (in dollars per share)		$ 0.17696
Contingent share price for dissenting shareholders (in dollars per share)	$ 0.9847

FINANCIAL INSTRUMENTS (Details)

FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Allowance for Credit Loss [Abstract]
Cash and cash equivalents	$ 14,221	$ 22,538
Accounts Receivable, Gross	3,073	2,009
Allowance	(228)	(236)
Accounts Receivable, Net	2,845	1,773
Deposits and other long term assets	4,236	3,973
Notes receivables	696	667
Total, Gross	22,226	29,187
Total, Net	$ 21,998	$ 28,951

SEGMENT REPORTING - Narrative (

SEGMENT REPORTING - Narrative (Details)	3 Months Ended
	Mar. 31, 2024 segment
Segment Reporting [Abstract]
Number of operating segments	3

SEGMENT REPORTING - Summary of

SEGMENT REPORTING - Summary of Financial Information by Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Segment Reporting Information [Line Items]
Total assets	$ 220,610		$ 226,366
Total revenues, net	32,153	$ 15,652
Total depreciation and amortization expense	4,050	2,117
Total interest expense	4,328	4,705
Total income tax expense	987	765
Intercompany
Segment Reporting Information [Line Items]
Total assets	0		227
Wholesale
Segment Reporting Information [Line Items]
Total revenues, net	5,236	3,078
Total depreciation and amortization expense	1,655	783
Total interest expense	657	196
Wholesale | Operating Segments
Segment Reporting Information [Line Items]
Total assets	63,643		61,115
Retail
Segment Reporting Information [Line Items]
Total revenues, net	26,917	12,574
Total depreciation and amortization expense	802	498
Total interest expense	359	175
Retail | Operating Segments
Segment Reporting Information [Line Items]
Total assets	65,610		71,098
Management
Segment Reporting Information [Line Items]
Total depreciation and amortization expense	1,593	836
Total interest expense	3,312	4,334
Total income tax expense	987	$ 765
Management | Operating Segments
Segment Reporting Information [Line Items]
Total assets	$ 91,357		$ 93,926

OPERATING EXPENSES (Details)

OPERATING EXPENSES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating Expenses [Abstract]
General and administrative	$ 6,188	$ 2,282
Allowance for accounts receivable and notes receivable	0	(27)
Sales and marketing	855	269
Salaries and benefits	7,036	4,078
Share-based compensation	193	56
Lease expense	1,536	591
Depreciation of property and equipment and amortization of right-of-use assets under finance leases	2,044	912
Amortization of intangible expenses	1,114	772
Total selling, general and administrative expenses	$ 18,966	$ 8,933

LOSS PER SHARE - Summary of Los

LOSS PER SHARE - Summary of Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share [Abstract]
Net loss attributable to Gold Flora Corporation	$ (13,635)	$ (9,322)
Dividend on preferred stock	0	(395)
Net loss attributable to Gold Flora Corporation	$ (13,635)	$ (9,717)
Weighted average number of shares outstanding - basic (in shares)	287,515,421	94,346,683
Weighted average number of shares outstanding - diluted (in shares)	287,515,421	94,346,683
Net loss per share - basic (in dollars per share)	$ (0.05)	$ (0.10)
Net loss per share - diluted (in dollars per share)	$ (0.05)	$ (0.10)

LOSS PER SHARE - Narrative (Det

LOSS PER SHARE - Narrative (Details)	3 Months Ended
	Mar. 31, 2024 shares
Earnings Per Share [Abstract]
Potentially dilutive securities excluded in calculation of diluted loss per share (in shares)	73,653,903

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details)	May 15, 2024 lease
Subsequent Event
Subsequent Event [Line Items]
Number of new leases	2