GLH Gallaher Grp.

Golden Leaf Holdings Ltd. (“Golden Leaf” or the “Company”) (CSE:GLH) (OTCQB:GLDFF), a cannabis company with cultivation, production and retail operations built around recognized brands, today announced that the Company has agreed with the Seller of the combined cultivation, production and retail license in San Jose, California to terminate the Contingent Asset Purchase Agreement (“Agreement”) for the Company to acquire the multi-use “Sweet 16” license, as well as certain other assets. The agreement was originally announced on August 17, 2018.

Bill Kulczycki, President and CEO of Golden Leaf, said, “The decision to terminate this Agreement comes down to economics for Golden Leaf. The decision to terminate in no way reflects Seller or Seller’s business. Back when this deal was originally signed, there were limited M&A opportunities for entry into California of the size that Golden Leaf wanted to take on. Prior to closing, we were managing the facility under an interim consulting agreement that gave us further insights into the operations. This allowed us to conduct further due diligence and we learned that we would have to significantly commit our available management time and resources to make this a successful proposition. Had we done so, we would have risked achieving our overall corporate return on investment ('ROI') goals. Going forward we plan to enter new jurisdictions by first leveraging existing resources and the assets and infrastructure of strategic partners. Once we confirm traction, we can commit an appropriate amount of capital to build our own infrastructure. My immediate focus for Golden Leaf is one of disciplined growth, balanced between assessments of risk and cash flow returns that drive shareholder value creation, with the goal of achieving profitability in the near term. California remains a strategic jurisdiction for Golden Leaf.”

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About Golden Leaf HoldingsGolden 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. Visit goldenleafholdings.com to learn more.

Investor Relations:Craig EastwoodChief Financial OfficerGolden Leaf Holdings Ltd.503-201-0659ir@goldenxtrx.com

Media Relations:Anne Donohoe / Nick OpichKCSA Strategic Communications adonohoe@kcsa.com/nopich@kcsa.com212-896-1265 / 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 establishment of, and the future scope and scale of, the Chalice Farms retail system, the level of funding needed to establish the Chalice Farms franchise model, that the Chalice Farms franchise model will be successful and generate positive cash flows, 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, including but not limited to general business, economic and competitive uncertainties, regulatory risks including risks related to the expected timing of the Company’s participation in the adult use market, market risks, risks inherent in manufacturing operations, difficulties of establishing a successful franchise model 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.