Golden Leaf Holdings Ltd. (DB:9GL) signed a binding letter of agreement to acquire Chalice Farms, LLC on March 22, 2017. The consideration includes a payment of $15 million in cash and common shares of Golden Leaf Holdings Ltd. having a value of three times Chalice Farms' annualized first Quarter 2017 gross sales revenue, less $6 million, of which $4.2 million of common shares will be sold to a third party for cash consideration to Chalice LLC at closing. Additionally Chalice Farms, LLC will also receive an amount which is equal to 1.25 times its audited gross sales revenue for the year ended December 31, 2017 payable in cash or common shares of Golden Leaf Holdings Ltd. subject to an obligation to pay in cash in certain circumstances. In conjunction with the transaction, Golden Leaf Holdings has entered into an engagement agreement with Canaccord Genuity Corp. with respect to a best efforts brokered private placement of subscription receipts for anticipated gross proceeds of up to approximately $35 million. A portion of the proceeds will be used for acquisitions of Chalice. As of July 10, 2017, Golden Leaf Holdings entered into a definitive agreement to acquire Chalice Farms, LLC. As per the agreement, Golden Leaf Holdings Ltd. will acquire all of the issued and outstanding membership interests of CFA Retail, LLC and all of the assets of CFA Productions, LLC, each a wholly-owned subsidiary of Chalice Farms. In connection with the acquisition, the vendors will receive consideration from Golden Leaf Holdings Ltd. comprising of $19.25 million in cash and 83.4 million common shares. Following completion of the acquisition, the former owners of Chalice Farms will collectively own approximately 28% of the outstanding Common Shares of Golden Leaf Holdings Ltd. In connection with the closing of the acquisition, William Simpson of Chalice Farms will be appointed as the President of Golden Leaf Holdings Ltd. The transaction is subject to certain conditions including regulatory approval. Harrison Phillips of Viridian Capital Advisors, LLC acted as public relations advisor in the deal. Golden Leaf Holdings Ltd. (DB:9GL) completed the acquisition of Chalice Farms, LLC for $30 million on July 7, 2017. As of April 30, 2019, the face value of contingent consideration payable of $9,527,350, in the form of $5,000,000 cash and $4,527,350 of company stock at a volume weighted average price for the thirty trading days ending on the payment date, was discounted to $8,792,377, its fair value at the acquisition date. Contingent consideration is required to be made to previous Chalice Farms owners, payable by November 2, 2019. In August 2019, the company reached an agreement to extend the due date for the consideration payable due to former Chalice Farms owners. This agreement was conditional on early settlement of the convertible debentures. This modified the term of earn-out payments to be paid in full on May 2, 2022 and changed the annual interest rate from 0% to 6%. Monthly interest cash payments, annual interest stock payments, and contingent tax interest payments, totaling 6%, are due to the members under the revised agreement. As of November 19, 2020, Golden Leaf Holdings has reached an agreement with the founders of Chalice to favorably restructure and further extend the $9,527,350 earn-out payment due on May 2, 2022 to Chalice and its members. Revised debt terms are as follows: (i) Chalice agrees to an immediate conversion of 50% or $2,500,000 of the existing cash obligation that remains due on May 2, 2022 into GLH shares at $0.06 representing a significant premium to current prices. The resultant 41,666,667 common shares to be placed into escrow to be released over 60 months commencing May 2, 2022. (ii) Remaining principle of $2,500,000 becomes payable in 60 monthly installments of $41,666 over 60 months plus an interest rate of 6% beginning on the maturity date of May 2, 2022. (iii) Existing share payment of $4,527,350 remains unchanged and is due at the original maturity of May 2, 2022 based on a then 30-day trailing VWAP. These shares will also be released from escrow over 60 months. (iv) As a condition of the restructuring, the company agrees to either attain positive cash flow or raise $5,000,000 within 12 months from the execution of the agreement. If one of these requirements are not met, then GLH owes a further 62,500,000 shares to Chalice on May 2, 2022 under the same Escrow release terms.