PORTLAND, Ore., Feb. 17, 2021 (GLOBE NEWSWIRE) — Golden Leaf Holdings Ltd. (CSE: GLH) (“GLH” or the “Company”) announced today a proposed non-brokered private placement (the “Financing”) of up to 169,230,770 units (“Units“) priced at C$0.065 per Unit for aggregate gross proceeds of up to C$11,000,000. Each Unit will be comprised of one common share of the Company (a “Common Share”) and one full common share purchase warrant (each whole warrant, a “Warrant”). Each whole Warrant will entitle the holder to purchase one Common Share (a “Warrant Share”) at an exercise price of C$0.10 for a period of 24 months from the date of issuance thereof.   Beginning on the date that is four months and one day following closing of the Financing, the Company may accelerate the expiry of the Warrants to a 30-day warrant acceleration period if the daily volume weighted average trading price of the Common Shares on the Canadian Securities Exchange is greater than C$0.13 per Common Share for the preceding 10 consecutive trading days.

The proceeds of the Offering will be used by the Company for strategic retail license acquisitions and for general corporate purposes. The Financing is expected to close within three weeks.

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.

Units issued in connection with the Financing to persons subject to Canadian securities laws will be subject to a statutory hold period of four months from the applicable closing date and Units issued in connection with the Financing to persons subject to United States securities laws will be subject to a hold periods under such laws.

The securities offered 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 U.S. state securities laws, and may not be offered or sold in the United States or to, or for the benefit or account of, any U.S. Person (as defined in Rule 902(k) of Regulation S under the U.S. Securities Act) or person in the United States, unless exempt from such registration requirements. This release shall not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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