TORONTO, April 30, 2019 (GLOBE NEWSWIRE) -- Golden Leaf Holdings Ltd. (CSE:GLH) (OTCQB:GLDFF) (“Golden Leaf” or the “Company”), a leading cannabis company built around recognized brands for the wellness and recreational markets, today announced financial results for the fiscal year ended December 31, 2018, and a general business update.



Recent Financial Highlights:

Total revenue of US$16.5 million for FY 2018, a 43% year-over-year increase compared to $11.5 million for FY 2017. Total revenue figures include Royalties and Consulting Revenue.

Record global product sales of US$16.3 million for FY 2018, a 57% increase over FY 2017

Comprehensive loss of US$4.4 million compared with a comprehensive loss of US$55.9 million for FY 2017

The Company attracted net investment proceeds of US$25.0 million

105% increase in cash balance to US$12.3 million at year-end

2018 Milestones:

Garnered several licenses to expand and solidify the Company’s strategic position: License to open another Oregon dispensary License to operate an extraction facility in Oregon Cultivation license in Oregon

Opened the Company’s seventh dispensary in Oregon

Successfully introduced several new products: Award-winning, high-quality, vegan chews in Oregon and Nevada, including a CBD-only chew Concentrates in Nevada

Garnered first harvest from the Company’s Canadian grow facility

New leadership: experienced operator and brand-builder, William Kulczycki, joined the Company as CEO

Subsequent Events:

Added management and oversight talent: Appointed Karyn Barsa as the Company’s CFO in February 2019 Larry Martin joined the Company’s board of directors in March 2019

Declined to pursue closing of two previously-disclosed transactions: Terra Tech Corporation Tahoe Hydroponics Company LLC

Initiated significant efficiency measures to improve financial performance, including reducing headcount by 19%

Scheduled the Annual General Meeting of shareholders at the offices of Cassels Brock and Blackwell LLP in Toronto, Canada for June 25, 2019

Mr. William Kulczycki, Chief Executive Officer of Golden Leaf Holdings, commented, “We closed out 2018 on a strong note with record global product sales of US$16.3 million. Our results reflect the important steps we took to build long-term value in our business and develop a platform to capitalize on the developing legalization of cannabis in Canada. This included expanding our cultivation capabilities and wholesale brands, while also increasing our retail presence with a new store in Oregon.

“Looking forward, we remain focused on growing revenue by expanding our retail footprint, product array and cultivation presence throughout the U.S. and Canada. At the same time, we are committed to growing responsibly while improving our margin growth and EBITDA. Towards that end, we have taken several measures this year to increase efficiencies throughout our organization to lower costs, increase cash flow and improve our overall financial performance. With a differentiated brand portfolio and increased scope of operations, we are well positioned to benefit from the rapidly growing North American cannabis market,” said Mr. Kulczycki.

Fiscal Year 2018 Financial Results

For the year ended December 31, 2018 (“FY 2018”), total revenue was US$16.5 million as compared to US$11.5 million for the same twelve-month period in 2017 (“FY 2017”). The 43% year-over-year increase largely reflects initiation of flower sales from our Canadian operations and the addition of Chalice Farms stores in Oregon.

Gross profit was US$2.2 million or 13.3% of total revenue for FY 2018, compared with US$1.7 million or 15% of total revenue in FY 2017. FY 2018 gross margin decreased partially due to a reduction in the period gain from the fair value of biological assets as the Company’s biological assets matured, and due to absorption of additional production overhead as the Company brought new products to market.

Operating expenses were US$23.1 million for FY 2018 compared with US$11.7 million in FY 2017. Cash-based operating expenses of US$21.2 million in 2018 were 128% of total revenue, compared with US$11.1 million in 2017 or 97% of total revenue. The increase in operating expenses was largely due to accounting for share based compensation, increases to sales and marketing expense, and overhead associated with the opening of an additional dispensary.

Adjusted EBITDA loss was US$14.5 million for FY 2018, compared with a loss of US$8.3 million for FY 2017. This non-GAAP measure was predominantly impacted by a negative change of US$27.6 million to the fair value of the Company’s debt and equity instruments in 2018, compared with a positive change of US$20.0 million to the fair value of debt and equity instruments in 2017. Adjusted EBITDA is defined by the Company as earnings before interest, taxes, depreciation and amortization, non-cash compensation expenses, one-time transaction fees and other non-cash charges that include impairments. The Company considers Adjusted EBITDA an important operational measure for the business. For a reconciliation of Adjusted EBITDA to income (loss) before income taxes, please see the Company’s management discussion and analysis for FY 2018 (the “MD&A”).

Net loss for FY 2018 was US$4.6million or US$0.01 per share, compared with a net loss of US$55.9 million or $0.21 per share for FY 2017. Net income for FY 2018 benefited from favorable changes in the fair value of warrant and debt liabilities.

The Company’s annual financial statements for FY 2018 and related MD&A will be filed on SEDAR and available for review later today.

Investor Conference Call

Golden Leaf management, led by Mr. William Kulczycki, Chief Executive Officer, will hold a conference call at 4:30 ET on Wednesday, May 1, 2019, to report its financial results for the year ended December 31, 2018.

Dial-in information for the conference call is as follows:

Program Title: Golden Leaf Holdings 2018 Audited Financials Conference Call

Canada & US: 1-877-423-9813

International: 1-201-689-8573

Participants must request the 2018 Audited Financials Call.

A live audio webcast will be available online on the Company’s website at www.goldenleafholdings.com where it will be archived for one year.

An audio replay of the conference call will be available through midnight May 15, 2019 by dialing 1-844-512-2921 from the US or Canada, or 1-412-317-6671 from international locations. The conference ID: 13690596.

To be added to the Golden Leaf email distribution list, please email GLH@kcsa.com with ‘GLH’ in the subject line.

About Golden Leaf Holdings

Golden 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:

Steve Hosein

Renmark Financial Communications

416-644-2020

Karyn Barsa

Chief Financial Officer

Golden Leaf Holdings Ltd.

503-201-0659

ir@goldenxtrx.com

Media Relations:

Anne Donohoe / Nick Opich

KCSA 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.





GOLDEN LEAF HOLDINGS LTD. Consolidated Statements of Operations and Comprehensive Loss For the years ended December 31, 2018 and 2017 (Expressed in U.S. dollars) 2018 2017 (Restated, Note 31) Revenues Product sales $ 16,347,558 $ 10,411,232 Royalties - 1,100,066 Consulting revenue 104,769 - Total Revenue $ 16,452,327 $ 11,511,298 Inventory expensed to cost of sales 13,326,640 9,535,602 Production costs 1,008,025 465,658 Gross margin, excluding fair value items 2,117,662 1,510,038 Fair value changes in biological assets included in inventory sold 227,731 - (Gain) Loss on changes in fair value of biological assets (301,335 ) (198,000 ) Gross profit $ 2,191,266 $ 1,708,038 Expenses General and administration 14,430,986 8,610,318 Share based compensation 4,616,448 1,239,670 Professional fees paid with equity instruments - 80,436 Sales and marketing 2,166,200 1,114,628 Depreciation and amortization 1,856,814 572,695 Impairment of long-lived assets - 50,254 Total expenses $ 23,070,448 $ 11,668,001 Loss before items noted below $ (20,879,182 ) $ (9,959,963 ) Interest expense 2,221,914 1,960,120 Transaction costs 1,686,425 8,518,490 Loss on disposal of assets 5,000 470,071 Impairment of financing lease receivable - 432,557 Impairment of purchase option - 5,200,000 Other (income) loss 7,332,223 9,787,413 (Gain) Loss on change in fair value of warrant liabilities (14,993,991 ) 7,714,578 (Gain) Loss on change in fair value of derivative liabilities (61,044 ) (334,834 ) (Gain) Loss on change in fair value of convertible debentures (12,582,178 ) 12,631,094 Loss before income taxes (4,487,531 ) (56,339,452 ) Current income tax expense 82,811 143,230 Net loss $ (4,570,342 ) $ (56,482,682 ) Other comprehensive loss Reversal of unrealized loss on available for sale purchase option, net of tax for impairment $ - $ 530,000 Items that will be reclassified subsequently to profit or loss: Cumulative translation adjustment 135,759 9,828 Comprehensive loss $ (4,434,583 ) $ (55,942,854 ) Basic and diluted loss per share $ (0.01 ) $ (0.21 ) Weighted average number of common shares outstanding 568,877,327 262,011,877





GOLDEN LEAF HOLDINGS LTD. Consolidated Statements of Financial Position As at December 31, 2018 and 2017 (Expressed in U.S. dollars) 2018 2017 (Restated, Note 31) ASSETS CURRENT Cash $ 12,275,372 $ 6,009,447 Accounts receivable 624,453 377,746 Other receivables 297,737 - Income tax recoverable 686,600 432,000 Sales tax recoverable 661,319 442,832 Biological assets 74,148 90,627 Inventory 3,416,906 3,623,255 Prepaid expenses and deposits 1,962,033 348,176 Assets held for sale 35,274 305,274 Total current assets $ 20,033,842 $ 11,629,357 Property, plant and equipment 6,188,835 5,956,910 Intangible assets 21,782,949 26,227,116 Goodwill 25,471,399 31,236,425 Total assets $ 73,477,025 $ 75,049,808 LIABILITIES CURRENT Accounts payable and accrued liabilities $ 2,624,967 $ 2,867,735 Interest payable 92,554 48,524 Income taxes payable 106,808 - Sales tax payable 231,675 - Current portion of long-term debt 25,492 131,610 Current portion of convertible debentures carried at fair value 8,888,946 271,245 Warrant liability 369,343 - Derivative liability - 61,044 Total current liabilities $ 12,339,785 $ 3,380,158 Long term debt 46,229 80,381 Note payable 312,118 389,916 Convertible debentures carried at fair value 4,996,811 30,360,225 Consideration payable 8,956,809 9,202,717 Warrant liability 236,138 14,300,616 Total liabilities $ 26,887,890 $ 57,714,013 SHAREHOLDERS' EQUITY Share capital $ 138,511,038 $ 108,552,681 Warrant reserve 4,052,164 5,083,561 Share option reserve 4,777,929 1,087,640 Contributed surplus 59,940 59,940 Accumulated other comprehensive loss (125,930 ) 9,828 Deficit (100,686,006 ) (97,457,855 ) Total shareholders' equity 46,589,135 17,335,795 Total liabilities and shareholders' equity $ 73,477,025 $ 75,049,808

Adjusted EBITDA For the year ended December 31, 2018 2017

Restated Income (loss) before income taxes (4,487,531 ) (56,339,452 ) Adjustments: Net impact, fair value of biological assets (73,604 ) (198,000 ) Depreciation and amortization 1,856,814 572,695 Fair value changes on debt and equity instruments (27,637,213 ) 20,010,838 Share based compensation 4,616,448 1,239,670 Interest expense, net 2,221,914 1,960,120 Transaction costs 1,686,425 8,518,490 Impairments and other 7,332,223 15,419,970 Loss on disposal 5,000 470,071 Adjusted EBITDA $ (14,479,524 ) $ (8,345,598 )

Adjusted EBITDA Disclaimer: Adjusted EBITDA is defined by the Company as earnings before interest, taxes, depreciation, amortization, non‐cash compensation expenses, one-time transaction costs and other non-cash charges that include impairments. Adjusted EBITDA is a non‐GAAP financial measure which does not have any standardized meaning prescribed by IFRS and is therefore unlikely to be comparable to similar measures presented by other issuers. The Company considers this Adjusted EBITDA an important figure to show the true day to day operational picture of the business. It should not be considered in isolation as a substitute for measures of performance prepared in accordance with the IFRS.

