GLH Golden Leaf Holdings Ltd

Golden Leaf Holdings Ltd. (“Golden Leaf” or the “Company”) (CSE:GLH) (OTCQB:GLDFF), a pioneer cannabis oil solutions company and dispensary operator built around recognized brands, has announced that debenture holders approved extraordinary resolutions at the meeting of debenture holders held on August 21, 2019 at 11:00 a.m. EDT.

With 98 percent support, the debenture holders overwhelmingly approved the repayment of the principal amount of the debentures of CDN$12,961,000 and accrued interest of CDN$190,815, via an early conversion on August 23, 2019 at CDN$0.06. The original maturity date of these debentures was November 2, 2019.

As the debenture holders agreed to accelerate the settlement of the debentures, the agreement to extend the Chalice LLC earn-out payment from November 2, 2019 to May 2, 2022 became effective. The principal amount of the earn-out payment due to Chalice LLC and its members is USD$9,527,350, of which USD$5,000,000 is payable in cash and USD$4,527,350 is payable in the company’s common shares.

“We’re thankful that the debenture holders and Chalice LLC and its members supported the management’s proposals to settle and extend obligations,” said Interim CEO John Varghese. “Now we have sufficient liquidity to meet our current obligations when due, and to execute our strategic initiatives, which include expanding our offerings in California, Nevada and Canada.”

About Golden Leaf HoldingsGolden Leaf Holdings Ltd., a Canadian company with operations in multiple jurisdictions including Oregon, Nevada and Canada, is one of the largest cannabis oil and solution providers in North America, and a pioneer cannabis products company built around recognized brands. Golden Leaf cultivates, extracts, manufactures and distributes its products through its branded Chalice Farm retail dispensaries, as well as through third party dispensaries. Golden Leaf leverages a strong management team with cannabis and food industry experience to complement its expertise in extracting, refining and selling cannabis oil.  Visit goldenleafholdings.com to learn more.

Company:John VargheseInterim CEOGolden Leaf Holdings Ltd.ir@goldenxtrx.com

Investor Relations:Steve HoseinRenmark Financial Communications416-644-2020

Media Relations:Anne Donohoe / Nick OpichKCSA Strategic Communications adonohoe@kcsa.com / nopich@kcsa.com 212-896-1265 / 212-896-1206

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 operations, the opinions or beliefs of management and future business goals. 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. These risks include but are not limited to general business, economic and competitive uncertainties, regulatory risks, market risks, risks inherent in manufacturing and retail operations such as unforeseen costs and production shutdowns, difficulties in maintaining brand loyalty, 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 press 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.