TORONTO, ON --(Marketwired - May 04, 2017) - Golden Leaf Holdings Ltd. ("GLH" or
the "Company") (CSE: GLH) (OTCQB: GLDFF), a leading cannabis oil
solutions company built around recognized brands, is pleased to announce, further to its news release dated March 22, 2017, the
pricing terms of its best efforts private placement offering (the "Offering") of subscription receipts (the "Subscription
Receipts"). Canaccord Genuity Corp. ("Canaccord Genuity") is acting as the lead agent for a syndicate of agents including Echelon
Wealth Partners Inc. and Mackie Research Capital Corporation (together with Canaccord Genuity, the "Agents"). AC Group Financial
Inc. acted as an advisor to the Company on this transaction and the related four acquisitions previously announced in recent
weeks.
Pursuant to the Offering, the Company will offer to sell, on a best efforts, private placement basis, up to 125,000,000
Subscription Receipts, at a price of $0.28 per Subscription Receipt, for aggregate gross proceeds of up to $35 million. Upon
satisfaction of certain escrow release conditions (as described below), each Subscription Receipt shall be automatically
exchanged, without any further consideration or action by the holder of such Subscription Receipt, for one common share in the
capital of the Company (each, a "Common Share") and one-half of one common share purchase warrant (each whole common share
purchase warrant, a "Warrant"). Each Warrant will be exercisable to acquire one common share of the Company (each, a "Warrant
Share") at a price of $0.37 per Warrant Share, subject to adjustment in certain events, for a period of two years from the
closing of the Offering.
The Company has granted the Agents an option (the "Agents' Option") to arrange for the sale of up to an additional 18,750,000
Subscription Receipts for additional gross proceeds to GLH of up to $5.25 million on the same terms and conditions as the
Offering. The Agents' Option is exercisable, in whole or in part, at any time up to 24 hours prior to the closing of the
Offering.
Proceeds from the Offering are anticipated to be used to satisfy the cash component of the purchase price for the acquisitions
of Chalice LLC, a leading vertically integrated cannabis company in Oregon, JuJu Joints, Canadian based Medical Marihuana Group
Corporation and a cultivation license and extraction license in Nevada from NevWa, LLC (the "Acquisitions").
Don Robinson, CEO of GLH, commented, "This financing will enable GLH to close on the four previously announced strategic
acquisitions for which we have binding letters of agreement. Our strategy is to become a leading consolidator of high-value
cannabis brands, and these four acquisitions will bring significant advantages to Golden Leaf, including a highly differentiated
brand portfolio, broader product line, and larger footprint in Canada and the U.S. Following completion of the strategic
acquisitions, the Company expects to commence integration of its new entities and consolidate operations to drive efficiencies
and synergies."
The Subscription Receipts will be issued pursuant to a subscription receipt agreement (the "Subscription Receipt Agreement")
to be entered into among the Company, Canaccord Genuity and a subscription receipt agent to be agreed upon. Pursuant to the
Subscription Receipt Agreement, the gross proceeds from the Offering (less 50% of the Agents' cash commission and all of the
Agents' expenses) (the "Escrowed Funds") will be held in escrow pending satisfaction of the escrow release conditions, including
(i) the definitive agreement regarding the Acquisitions (the "Definitive Agreement") shall have been entered into on terms
substantially similar to the terms of the binding letter of agreement entered into in connection with the Acquisitions or
otherwise on terms acceptable to the Agents, acting reasonably; (ii) the completion or satisfaction of all conditions precedent
to the completion of the Acquisitions shall have occurred; (iii) the Common Shares, including the Warrant Shares issuable upon
exercise of the Warrants, being approved for listing on the Canadian Securities Exchange; (iv) the receipt of all necessary
regulatory, shareholder and third-party approvals, if any, required in connection with the Acquisitions; and (v) the Company
shall not be in breach or default of any of its covenants or obligations under the Subscription Receipt Agreement or the agency
agreement to be entered into with the Agents in connection with the Offering (the "Escrow Release Conditions"). Upon satisfaction
of the Escrow Release Conditions, the balance of the Agents' commission shall be released to the Agents and the remaining
Escrowed Funds, together with any interest earned thereon, will be released to the Company.
If the Escrow Release Conditions have not been satisfied within 120 days following the closing of the Offering, the
Subscription Receipts will be deemed to be cancelled and holders of Subscription Receipts will receive a cash amount equal to the
offering price of the Subscription Receipts.
Closing of the Offering is expected to occur on or about May 23, 2017. The Offering is subject to certain conditions
including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals.
The Subscription Receipts and any Common Shares, Warrants or Warrant Shares issued pursuant to the Offering will be subject to
a statutory hold period in Canada of four months and one day following the closing of the Offering in accordance with applicable
securities laws. Additional resale restriction may be applicable under the laws of other jurisdictions, if any.
A copy of the updated investor presentation in connection with the Offering and the Acquisitions is available on the Company's
website at http://goldenleafholdings.com/.
About Golden Leaf Holdings:
Golden Leaf Holdings Ltd. is one of the largest cannabis oil and solution providers in North America. It's a leading cannabis
products company in Oregon built around recognized brands. GLH leverages a strong management team with cannabis and food industry
experience to complement its expertise in extracting, refining and selling cannabis oil.
Disclaimer: This press release contains "forward-looking information" within the meaning of applicable securities
legislation. Forward-looking information includes, but is not limited to, statements with respect to the Company's future
business operation, expectations of gross sales, the opinions or beliefs of management and future business goals, statements
regarding the timing and completion of the proposed Acquisitions and the Offering, the use of the net proceeds of the Offering,
the satisfaction of the Escrow Release Condition and management's expectations with respect to the Offering and the Acquisitions.
Generally, forward looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or
"does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may",
"could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and
unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements
of the Company to be materially different from those expressed or implied by such forward-looking information, including but not
limited to general business, economic and competitive uncertainties, regulatory risks including risks related to the expected
timing of the Company's participation in the Adult Use market, market risks, risks inherent in manufacturing operations and other
risks of the cannabis industry. Although the Company has attempted to identify important factors that could cause actual results
to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be
as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual
results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not
place undue reliance on forward looking information. Forward-looking information is provided herein for the purpose of presenting
information about management's current expectations relating to the future and readers are cautioned that such information may
not be appropriate for other purpose. The Company does not undertake to update any forward-looking information, except in
accordance with applicable securities laws. This Release does not constitute an offer of securities for sale in the
United States, and such securities may not be offered or sold in the United States absent registration or an exemption from
registration or an exemption from registration.
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