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SHAREHOLDERS' EQUITY
9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
SHAREHOLDERS' EQUITY SHAREHOLDERS' EQUITY
Authorized Shares

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 287,644,766 and 287,478,982 shares of common stock issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.

Equity Incentive Plans

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 nine months ended September 30, 2024 and profit interest for the nine months ended September 30, 2023. Share based compensation was $366 and $567 during the period ended September 30, 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 OutstandingWeighted Average Grant Date Fair Value
Balance as of December 31, 2023217,298 $3.14 
Vested and Settled(101,260)3.30 
Forfeited(11,281)3.34 
Balance as of September 30, 2024104,757 $2.95 

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 OptionsWeighted Average Exercise PriceWeighted Average Remaining Contractual TermAggregate Intrinsic Value
Balance as of December 31, 202313,948,506 $0.17 9.85
Expired(29,995)0.83 
Exercised(92,500)0.11 
Forfeited(72,946)0.14 
Balance as of September 30, 202413,753,065 $0.17 9.1$— 
Vested and Expected to Vest13,753,065 $0.17 9.1$— 
Exercisable5,626,927 $0.26 9.06$— 

The aggregate intrinsic value is calculated as the difference between the Company’s closing stock price on September 30, 2024 and the exercise price of options, multiplied by the number of options. As of September 30, 2024, total unrecognized stock-based compensation was approximately $740, which are expected to be recognized over a weighted-average period of approximately 2.13 years as of September 30, 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 nine months ended September 30, 2024.

Warrants
Warrants Weighted - Average Exercise Price
Balance as of December 31, 202369,701,256 $6.27 
Balance as of September 30, 202469,701,256 6.47 
As of September 30, 2024 and December 31, 2023, the weighted-average remaining term for the outstanding warrants was 1.2 years and 1.73 years, respectively. No warrants were issued during the nine months ended September 30, 2024.