Management Change/Compensation - Form 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 31, 2023 the Board of Directors (the "Board") of Gold Flora Corporation (the "Company") appointed Rozlyn Lipsey, age 53, as the Chief Operating Officer of the Company. Ms. Lipsey recently served as the Chief Operating Officer of TPCO Holding Corp. beginning March 2023. Ms. Lipsey also served as the Executive Vice President of Operations & Wholesale of TPCO Holding Corp beginning June 2022. Prior to her position with TPCO Holding Corp., Ms. Lipsey was President and Managing Partner of a vertically integrated cannabis company that sold its assets in Arizona to MedMen Enterprises Inc. ("MedMen") in 2018. This transaction brought Ms. Lipsey to MedMen, where she served from January 2019 to May 2022, most recently serving as Chief Operating Officer. The Company reviewed Ms. Lipsey's background and considered her qualified for her position as the Chief Operating Officer.

Ms. Lipsey has an annual base compensation of $275,000. She participates in the Company's 2023 Equity Incentive Plan (the "Plan") with a 50% of annual base pay bonus target. Plan awards are based on achieving business metrics as set by the Board and individual performance. Plan awards are distributed on a discretionary basis at the discretion of the Board. Ms. Lipsey participates in the Plan and is eligible for annual RSU grants, both time and performance-based grants, subject to Board approval. In the event of termination as a result of the Company eliminating Ms. Lipsey's position for reasons not attributable to performance, Ms. Lipsey will be entitled to (a) continuation of base salary for six months following the effective date of termination, (b) payment by the Company of the employer portion of medical insurance for a period of six months following the effective date of termination provided Ms. Lipsey pays for the employee contribution of such insurance and (c) to receive a pro rata portion of targeted Plan award (collectively, "Severance"). Payment of any Severance is subject to Ms. Lipsey's execution and non-revocation of general release of claims in a form reasonably acceptable to the parties and continued compliance with post-employment confidentiality covenants.

There are no arrangements or understandings between Ms. Lipsey and an other person pursuant to which Ms. Lipsey was selected to be Chief Operating Officer. There are no family relationships between Ms. Lipsey and any of the Company's directors or other executive officers, and Ms. Lipsey is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of regulation S-K.