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.