PRESENTATION Acquisition of Tahoe August 13, 2018 Tickers: CSE - GLH OTCQB - GLDFF
Disclaimer **THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OF GLH** Securities Laws This Presentation is for informational purposes and does not constitute an offer or a solicitation of an offer to purchase the securities referred to herein. To date, the securities of GLH have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”). Prior to any future offer or sale of GLH securities other than pursuant to a registration under the Securities Act, prospective investors will be required to make representations with respect to their net worth or income and to represent, among other things, that they qualify as “Accredited Investors” (as defined under Rule 506 of Regulation D of the Securities Act) and are familiar with and understand the terms o f the offering and have all requisite authority to make such investment. No sales shall be made until GLH and the potential investor enters into a subscription agreement for GLH securities. No person is authorized to give any information or to make any representation not contained in this document or a subsequent offering memorandum and, if given, such other information or representation must not be relied upon. Market and Industry Data This Presentation includes market and industry data that has been obtained from third party sources, including industry publications. GLH believes that such data is accurate and that the estimates and assumptions are reasonable, but there is no assurance as to the accuracy or completeness of this data. Third party sources generally state that the information contained therein has been obtained from sources believed to be reliable, but there is no assurance as to the accuracy or completeness of included information. Although the data is believed to be reliable, Golden Leaf has not independently verified any of the data from third party sources referred to in this Presentation or ascertained the underlying economic assumptions relied upon by such sources. Additional Information Additional information pertaining to Golden Leaf has been filed electronically through SEDAR and is available at www.sedar.com o r Golden Leaf’s website at www.goldenleafholdings.com. Cautionary Note on Forward Looking Information This Presentation contains “forward - looking statements” and “forward - looking information” within the meaning of applicable securities laws (collectively, “forward - looking information”) with respect to Golden Leaf Holdings Ltd (“GLH” or the “Company”) and its subsidiaries. Statements in this Presentation that are f orward-looking information are subject to various risks and uncertainties concerning the specific factors disclosed herein and elsewhere in GLH’s periodic filings with Canadian securiti es regulators. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “i nte nds”, “anticipates”, will”, “projects”, or “believes” or variations (including negative variations) of such words and phrases, or statements that certain actions, events, results or conditions “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Except for statements of historical fact, information contained herein constitutes forward-looking information, including, but not limited to: completion of the acquisition (the “Acquisition”) of Tahoe (as defined herein) on the terms and timeline as set out herein, or at all, the anticipated pro forma ownership of the Company following the Acquisition, information pertaining to Tahoe’s California facility, including its development plans and production capacity, the successful integratio n o f Tahoe’s operations into those of the Company and resulting margin expansion, and the anticipated future size of the California market for cannabis. Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management at the date the statements are made including among other things assumptions about: the ability to complete the Acquisition on the terms and timeline as set out herein, or at all, there being no material changes to the anticipated pro forma ownership of the Company following the Acquisition, there being no issues arising with the development plan and/or anticipated p roduction capacity of Tahoe’s California facility, the ability to successfully integrate Tahoe’s operations into those of the Company and obtain the resulting margin expansion, there being no ma terial issues with Tahoe’s licenses in California and Nevada or the renewal thereof, and there being no material changes (economic, regulatory, etc.) to the anticipated future size of the California market for cannabis. While the Company considers these assumptions to be reasonable, the assumptions are inherently subject to significant business, social, economic, political, regulatory, competitive and other risks and uncertainties, contingencies and other factors that could cause actual performance, achievements, actions, events, results or conditions to be materially different from those projected in the forward-looking information. Many assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct. Although GLH has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forward-looking information, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended, including, but not limited to: dependence on obtaining regulatory approvals; investing in target companies or projects which have limited or no operating history and are engaged in activities the Company believes to be compliant with applicable U.S. state and local law, but are currently considered illegal under U.S. federal laws; change in laws; limited operating history; reliance on management; requirements for additional financing; competition; hindering market growth and state adoption due to inconsistent public opinion and perception of the medical-use and adult-use cannabis industry and; regulatory or political change, completion of the Acquisition on the terms and timeline as set out herein, changes in the anticipated pro forma capitalization of the Company prior to, or as a result of, the Acquisiton , Tahoe’s inability to complete the development of the California facility as described herein, or at all, material changes to the anticipated production capacity of the California facility, an inability to successfully integrate Tahoe’s operations with those of the Company, changes in the California market for cannabis. Forward -looking information involves known and unknown risks, uncertainties and other factors. Many of these risk factors and uncertainties are disclosed in the Company’s Annual MD&A for the year -ended De cember 31, 2017 in a section entitled “Risk Factors” and other documents the Company files with the Canadian securities regulators on SEDAR at www.sedar.com. There can be no assurance that such information will prove to be accurate or that management's expectations or estimates of future developments, circumstances or results will materialize. As a result of these risks and uncertainties, the results or events predicted in this forward-looking information may differ materially from actual results or events. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking Information in this Presentation is made as of the date of this Presentation. GLH disclaims any intention or obligation to update or revise such information, except as required by applicable law, and GLH does not assume any liability for disclosure relating to any other company mentioned herein. 2
Executive Summary • Golden Leaf intends to acquire the Transaction Value: Nevada and California assets of Tahoe Hydroponics and 11T Corp. (collectively C$52.4 million 2 “Tahoe”) • Provides immediate Nevada production capacity underpinned by an extensive in- Consideration: state distribution platform 201.6 million in GLH shares • Further provides an immediate (vests over 18 months plus earnout) C$11.1 million in cash 3 expansion platform for California, with a ~28,800 ft 2 facility under development Pro-Forma Ownership (Basic): • Cash flow positive with material revenue generation and strong growth 1 Golden Leaf Shareholders: 74.2% Tahoe Shareholders: 25.8% • Expected to be immediately accretive 1. Based on unaudited financials 2. Based on 20-day VWAP of C$0.2050 as at August 10, 2018 3 3. USD:CAD exchange rate of 0.7682
Recommend
More recommend
