Golden Leaf Holdings Announces Partial Close of Non-Brokered Private Placement

Rhea-AI Summary

Golden Leaf Holdings has successfully closed a non-brokered private placement, raising C$9.8 million from the targeted C$11 million. This financing consists of units, each comprising one common share and one purchase warrant, exercisable at C$0.10 for two years. The offering aims to facilitate ongoing due diligence related to a recent Letter of Intent, with funds allocated to potential acquisitions. The offering remains open until March 31, 2021 and is not available for U.S. distribution.

Positive

• Successfully raised C$9.8 million in a non-brokered private placement.
• Funding will support due diligence and potential acquisition activity.
• Units include warrants exercisable at C$0.10, enhancing potential capital.

Negative

• The total raised is below the targeted C$11 million, indicating potential investor caution.

NOT FOR RELEASE IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES

PORTLAND, Ore., March 04, 2021 (GLOBE NEWSWIRE) -- Golden Leaf Holdings Ltd. (CSE: GLH) (OTCQB: GLDFF) (“Golden Leaf” or the “Company”), a premier, consumer-driven cannabis company specializing in production, processing, wholesale, distribution and retail, is pleased to announce the closing of C$9.8 million of its non-brokered private placement (the “Non-Brokered Offering”) of units (“Units”) previously announced on February 17, 2021 for gross proceeds of up to approximately C$11 million. Each Unit is comprised of one common share of the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant is exercisable to acquire one Common Share (a “Warrant Share”) at an exercise price of C$0.10 per Warrant Share for a period of 24 months from the applicable closing. The Units will have a hold period of four months and one day from the date of issuance.

The Company will pay to certain eligible finders in respect of subscriptions for Units referred by such finder a cash finder's fee and/or issue finder's warrants (the "Finder’s Warrants"), as agreed with the finder. Each Finder’s Warrant will entitle the holder to purchase one Common Share at an exercise price equal to C$0.10 per Common Share at any time up to 24 months following closing.   The Company plans to keep this offering open until no later than March 31, 2021.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

“We are moving swiftly on due diligence related to the Letter of Intent announced on February 26, 2021. Should we achieve our goal of reaching a definitive agreement with the sellers, this first close provides the Company with sufficient funds to allow it to fund the transaction,” commented John Varghese, Executive Chairman of GLH.

About Golden Leaf Holdings

Golden Leaf Holdings is a premier consumer-driven cannabis company specializing in production, processing, wholesale, distribution and retail, with seven dispensaries in Portland, Oregon. The company is committed to developing a dynamic portfolio built around the recognized brands of Chalice Farms, with a focus on health and wellness. Markets served include Oregon, California, Nevada, and Washington. Visit glhmonthly.com for regular updates.

Investor Relations:

John Varghese
Executive Chairman
Golden Leaf Holdings Ltd.
971-371-2685
ir@goldenleafholdings.com

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

FAQ

What is the significance of Golden Leaf Holdings raising C$9.8 million?

The C$9.8 million raised will support ongoing due diligence for a potential acquisition, enhancing the company's growth prospects.

How long will the offering for Golden Leaf Holdings remain open?

The offering will remain open until March 31, 2021.

What is the exercise price of the warrants from Golden Leaf Holdings' private placement?

The warrants are exercisable at C$0.10 per share for two years.

Why can't the securities from Golden Leaf Holdings be offered in the U.S.?

The securities have not been registered under the U.S. Securities Act and may only be sold in compliance with U.S. regulations.

What were the gross proceeds targeted in Golden Leaf Holdings' private placement?

The targeted gross proceeds were approximately C$11 million.