Chalice Brands Ltd (CHALF)

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Golden Leaf Signs Binding Letter of Agreement to Acquire Leading Oregon Cannabis Business

Marketwired MarketwiredMarch 22, 2017
Golden Leaf Signs Binding Letter of Agreement to Acquire Leading Oregon Cannabis Business
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TORONTO, ON--(Marketwired - March 22, 2017) - Golden Leaf Holdings Ltd. ("GLH" or the "Company") (CSE:GLH) (GLDFF), a leading cannabis oil solutions company built around recognized brands, is pleased to announce that the Company has signed a binding Letter of Agreement (LOA) to acquire Chalice LLC ("Chalice Farms") (https://chalicefarms.com/), a leading vertically integrated cannabis company in Oregon (the "Transaction").

In conjunction with the Transaction, the Company has entered into an engagement agreement with Canaccord Genuity Corp. ("Canaccord" or the "Agent") with respect to a best efforts brokered private placement of subscription receipts (the "Subscription Receipts") for anticipated gross proceeds of up to approximately $35 million (the "Offering"). The net proceeds from the Offering are to be used to satisfy the cash component of the purchase price for the Chalice Farms Transaction, as well as to fund the Company's recently announced acquisitions and for existing operations. The Subscription Receipts will be priced in the context of the market.

Strategic Fit for Golden Leaf

Chalice Farms is a leading vertically integrated cannabis business in Oregon, involved with the cultivation, extraction, refinement, marketing and sales of cannabis flower, edibles and oils. Chalice Farms has developed a branded portfolio of cannabis products that have generated significant market penetration and brand equity within the Oregon market.

In addition, Chalice Farms operates a chain of four branded retail dispensary stores in Oregon and was recently dubbed "Cannabis Store of the Year" at the 2017 Dope Magazine Industry Awards in Oregon.

The Company expects the Chalice Farms Transaction to provide several key strategic benefits to GLH, including:

Brand Expansion and Distribution
Leverages Chalice Farms footprint to increase GLH branded product sales
Chalice Farms branded products strengthen and broaden GLH's brand portfolio
Leverages Chalice Farms footprint to increase GLH branded product sales
Chalice Farms branded products strengthen and broaden GLH's brand portfolio
Leading Retail Dispensary Chain
Provides GLH with a market leading dispensary position in Oregon
Establishes a consolidation platform for expansion within Oregon, Washington, the remainder of the U.S. and Canada
Provides GLH with a market leading dispensary position in Oregon
Establishes a consolidation platform for expansion within Oregon, Washington, the remainder of the U.S. and Canada
Synergy Opportunity
Integration of the two companies allows for increased revenues with reduced costs because of synergistic efficiencies
Integration of the two companies allows for increased revenues with reduced costs because of synergistic efficiencies
Don Robinson, CEO of GLH, commented, "We are proud to engage with Cananccord Genuity, the leading investment bank in the cannabis marketplace, to help fund our acquisition strategy. Like the other proposed acquisitions we have recently announced, the acquisition of Chalice Farms brings real strategic and financial value to GLH and our shareholders."

The Transaction

Pursuant to the Transaction, Chalice Farms will receive from GLH, (i) US$15.05 million in cash; and (ii) common shares of GLH having a value of three times Chalice Farms' annualized Q1 2017 gross sales revenue, less US$6.05 million, of which US$4.2 million of common shares will be sold to a third party for cash consideration to Chalice Farms at closing. In addition, Chalice Farms will also receive an amount equal to 1.25 times its audited gross sales revenue for the year-ended December 31, 2017 payable in cash or common shares of GLH, subject to an obligation to pay in cash in certain circumstances.

The Transaction is subject to certain conditions, including CSE and regulatory approval.

Golden Leaf's Competitive Strategy

The attached chart illustrates the Company's strategy to build a market leader in branded cannabis products that is backed by real science and a commitment to lowest cost manufacturing.

While GLH is currently executing this strategy on an organic basis, the Company and its board of directors believes that it can accelerate growth and market positioning through a strategic, targeted acquisition strategy. Among the acquisition targets that the Company will focus on are existing production/processing/distribution licenses in other states, proprietary oil extraction technologies, and existing leading brands. The strategic acquisition program is intended to drive financial and shareholder value by seeking acquisitions that build GLH's brand portfolio, expand its regional presence and/or add technology and intellectual property.