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Gold Flora files for court receivership, preps for sale

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California-based Gold Flora Corp. (Cboe Canada: GRAM) (OTCQB: GRAM) filed a voluntary receivership request with Los Angeles Superior Court to protect itself from various lawsuits related to its acquisition of The Parent Co. in 2023 and debts related to ongoing operations as it prepares to go up for sale.

Gold Flora noted in a press release that it’s in default on a 2024 loan from J.J. Astor & Co. in the amount of $11.5 million.

The company said it expects experienced cannabis receiver Richard Ormond of Stone Capital Blossom to be named by the court to run the business. Ormond has also been winding down and selling off MedMen Enterprises assets after that multistate operator went belly up in early 2024.

“While preparing for an orderly sale of its California operations, Gold Flora intends to continue operating as a going concern and expects to be sold as such as it retains a business consisting of 16 dispensaries and a 100,000 square foot cultivation campus,” the company stated in the release.

CEO and founder Laurie Holcomb said that the receivership request – and the upcoming sale of the company’s assets – was “a difficult but correct decision to make for all stakeholders.”

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

“We believe Gold Flora’s business remains valuable and sound, but receivership is our only option to sell the business as a going concern as opposed to seeing it broken up by different creditors, which we believe is not in the best interest of any stakeholder,” she said. “The board of directors of the company determined that it was in the best interests of the company and its stakeholders to proceed with the commencement of the receivership proceedings.”

Warning signals flashed throughout 2024 for Gold Flora. In November, one of the company’s creditors requested a receivership, citing a long-overdue debt of $236,000. Separately, a “limited receiver” was appointed in October by a Delaware court to handle $1.6 million of Gold Flora’s debts.

Gold Flora has not yet released its fourth-quarter financials for 2024, but at the end of the third quarter, the company posted a $56.5 million loss for the year and was carrying $273 million in total liabilities against $96.4 million in revenue.

Gold Flora is only the latest California cannabis company to go up for sale. Others, such as MedMen, flamed out in spectacular fashion over the past few years, including High Times, Herbl, StateHouse Holdings and others.



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Vext sells off Kentucky medical marijuana processing permit

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Vancouver-based Vext Science Inc. (CSE: VEXT) (OTCQX: VEXTF) on Friday announced the sale of its Kentucky medical marijuana license through a subsidiary for $880,000 in cash, and said its business in the Bluegrass State going forward will only be in the hemp sector.

The cannabis processing permit was won by Vapen Kentucky LLC and a partner; Vext bought out the unidentified partner last month “utilizing non-cash consideration,” it said in a press release.

Kentucky only began awarding medical marijuana permits last fall, but already many of the winners have resold their licenses for a tidy profit.

The sale is intended to have a twofold effect for Vext: to give it more working capital and provide more flexibility to refocus on its core marijuana markets of Arizona and Ohio, CEO Eric Offenberger said in the announcement.

“By divesting the processing license in Kentucky, we are deepening our focus on our core operations in Arizona and Ohio, where we see the most compelling opportunities to drive long-term value,” Offenberger said. “The proceeds of the sale strengthens our balance sheet and will support the build out of our Ohio retail footprint as we continue to prioritize profitability and cash flow growth.”

After the sale closes, which is expected sometime in the second quarter this year, Vapen Kentucky will pivot to being a hemp-only company, Vext said.

Vext posted a $9.2 million loss in the most recent quarter, and a net loss of $22.4 million for 2024.



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Tilt Holdings details defaults over unpaid rent in Massachusetts, Pennsylvania

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Tilt Holdings (Cboe: CA:TILT) (OTCQB: TLLTF) on Thursday provided more details to investors regarding its defaults to its cannabis landlord on two properties in Massachusetts and Pennsylvania. The Arizona-based multistate operator said it’s facing the possibility of both leases being terminated and legal action over nonpayment of $4.1 million in back rent.

The legal reckoning, with marijuana landlord Innovative Industrial Properties (NYSE: IIPR), was first made public on Monday, when IIP notified its investors of a trio of companies that were in default, including Tilt.

The other two companies facing defaults are Arizona-based 4Front Ventures Corp. (CSE: FFNT) (OTCQB: FFNTF) and California-based Gold Flora Corp. (Cboe Canada: GRAM) (OTCQB: GRAM), the latter of which is also heading into receivership and going up for sale.

According to Tilt, it owes Innovative Industrial $2.9 million over a property in Taunton, Massachusetts, that has long been used by Tilt subsidiary Commonwealth Alternative Care and another $1.1 million for a property in White Haven, Pennsylvania, that has been utilized by Tilt subsidiary Standard Farms LLC.

The debts are for back rent, late charges, interest and security deposit replenishment, the company said in a press release, and it faced an April 4 deadline to pay up. Missing that deadline gives Innovative the right to evict Tilt and sue over the unpaid bills.

Tilt attempted to negotiate with the real estate investment trust, but the best deal it could get was an agreement that Innovative would hold off on pursuing eviction in exchange for “payments in satisfaction of the April rent obligations,” it said in a release.

“The company is committed to negotiating in good faith to resolve the outstanding amounts and secure favorable terms for its operations,” Tilt said in the release.

Tilt lost $41.4 million in the fourth quarter of last year and $99.7 million for the entire 2024 calendar year, the company reported in March. At the end of last year, Tilt had just $4.3 million in the bank.



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Filament Health to raise nearly C$1M, plans Cboe Canada delisting

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Filament Health Corp. (OTCQB: FLHLF) (Cboe CA: FH) (FSE: 7QS) said that it will raise around C$900,000 via a private placement led by existing investor Negev Capital Fund One and company insiders, while also planning to voluntarily delist from the Cboe Canada exchange – just days after reporting latest challenges including a nearly $5 million annual loss and dwindling cash reserves.

According to a Thursday afternoon news release, the financing will come through units comprised of secured convertible debentures with a 9% annual interest rate and warrants for the purchase of common shares. The debentures will be convertible into common shares at C$0.02 per share, while the warrants will have a 36-month term at an exercise price of C$0.03 per share.

“As a longstanding supporter of Filament Health and its mission, we are pleased to continue our commitment to the company,” Vadim Uzberg, partner at Negev Capital, said in a statement. “Filament remains well-positioned, leveraging its groundbreaking botanical drug development platform and an industry-leading intellectual property portfolio.”

The company said that keeping its listing on the Cboe Canada exchange has become financially burdensome given the low trading volume of its shares. Filament will seek shareholder approval to delist at a special meeting on May 6.

“This financing, in conjunction with the planned delisting, will allow for the pursuit of certain near-term objectives,” Co-founder and CEO Benjamin Lightburn said. The company noted that “certain opportunities, including future potential listings on senior U.S. exchanges, are hindered by maintaining an active listing on Cboe Canada.”

Despite the delisting plans, Filament said it will continue as a reporting issuer, remaining subject to disclosure obligations under Canadian securities laws.

Filament Health focuses on developing naturally-derived psychedelic medicines through its proprietary drug development platform. The company claims to have “the first-ever natural psychedelic drug candidates” in its pipeline.

In its 2024 year-end results released earlier this week, the company posted a net loss of $4.97 million and cash reserves of just $391,237 as of Dec. 31, down from $1.83 million a year earlier. Annual revenue fell to $616,678 from $2.13 million in 2023.

Filament’s financials also included a going concern note from auditors, indicating “material uncertainties regarding the company’s ability to execute its business plan and continue in the normal course of operations” due to negative cash flow and an accumulated deficit of $36.12 million, Green Market Report reported.

Lightburn in its earnings release pointed to its lead program PEX010, which showed promise in recent clinical trials. According to the company, a Phase 2 clinical trial at Psychiatric Centre Copenhagen found that a single dose of PEX010 reduced heavy drinking days by more than 50% over a 12-week observation period in patients with severe alcohol use disorder.

The net proceeds from the financing will now provide “additional financial flexibility” for the company as it continues clinical development efforts. At the same time, there will be no transaction fees or closing costs associated with the private placement, with the entire C$900,000 going directly to the company.



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