Golden Leaf Holdings Ltd. (CSE:GLH) (OTCQB: GLDFF) is pleased to announce the closing of its previously announced offering of debenture units on a “best efforts” private placement basis through Canaccord Genuity Corpas sole agent and bookrunner. Pursuant to the Offering, the Company issued a total of 7,948 Units at a price of C$1,000 per Unit, for gross proceeds of C$7,948,000.

Each Unit consists of one unsecured subordinated convertible debenture  and 1,665 common share purchase warrants of the Company. Each Debenture accrues interest at a rate of 12.0% per annum until December 31, 2019 (the first interest payment date), after which such interest rate will decrease to 10.0% per annum and be payable semi-annually until maturity. Each Debenture is convertible into common shares of the Company at a price of C$0.30 per Common Share, subject to adjustment in certain events. The Debentures mature on November 16, 2021. Each Warrant entitles the holder thereof to acquire one Common Share at a price of C$0.40 per Common Share until November 16, 2020, subject to adjustment in certain events.

Beginning on the date that is four months and one day following closing of the Offering, the Company may force conversion of the then outstanding principal amount of the Debentures at the Conversion Price (plus the payment of accrued and unpaid interest thereon in cash) on not less than 30 days’ notice should the daily volume weighted average trading price of the Common Shares exceed C$0.45 for any 10 consecutive trading days.

The Debentures will rank pari passu in right of payment of principal and interest with all other Debentures issued under the Offering and shall be subordinated to all existing secured indebtedness of the Company, including the issued and outstanding senior secured convertible debentures of the Company.

Net proceeds from the Offering will be used primarily for working capital and general corporate purposes.

The Company paid a cash commission and issued an additional 191 Units and 1,272,867 Warrants to the Agent as compensation in connection with the Offering.

All Debentures and Warrants issued upon the closing of the Offering are subject to a statutory hold period lasting four months and one day following the closing date of the Offering.

The securities offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

About Golden Leaf Holdings

Golden Leaf Holdings Ltd. is a Canadian company with operations in multiple jurisdictions including Oregon, Nevada and Canada, with cultivation, production and retail operations built around recognized brands. Golden Leaf distributes its products through its branded Chalice Farms retail dispensaries, as well as through third-party dispensaries. Golden Leaf’s cannabis retail operations and products are designed with the customer in mind, focused on superlative in-store experience and quality products.