FORM 9
NOTICE OF PROPOSEDISSUANCE OF LISTED SECURITIES
(or securities convertible or exchangeable into listed securities
1
)
Please complete the following:
Name of Listed Issuer: Golden Leaf Holdings Ltd. (the “Issuer”).
Trading Symbol: GLH .
Date: March 14, 2016 .
Is this an updating or amending Notice: XYes No
If yes provide date(s) of prior Notices: January 21, 2016 and January 22, 2016 .
Issued and Outstanding Securities of IssuerPrior to Issuance: 63,770,896 as at the
date hereof
Date of News Release Announcing Private Placement: January 22, 2016 .
Closing Market Price on Day Preceding the Issuance of the News Release: $0.67 (as of
the day preceding the initial notice of the Private Placement)
1. Private Placement (if shares are being issued in connection with an
acquisition (either as consideration or to raise funds for a cash acquisition),
proceed to Part 2 of this form)
Full Name &
Residential
Address of
Placee
Number of
Securities
Purchased or
to be
Purchased
(Convertible
Debentures)
Purchase
price per
Security
(CDN$)
Conversion
Price (if
Applicable)
Prospectus
Exemption
No. of
Securities,
directly or
indirectly,
Owned,
Controlled
or Directed
Payment
Date(1)
Describe
relationship to
Issuer (2)
D. Robinson
Toronto, ON
1,000 $1,000 $0.67 NI 45-106,
S2.3
1,603,000
Common
Shares
1,000,000
Warrants
March 11,
2016
Insider/
Related
Person
E. O’Kelly
Lake Oswego,
OR
332 $1,000 $0.67 NI 45-106,
S2.3
2 convertible
secured notes
in the amount
of US$250,000
and
US$150,000
March 11,
2016
N/A
FORM 9 – NOTICE OF PROPOSED ISSUANCE OF
LISTED SECURITIES
January 2015
Page 2
R. Miller
Lake Oswego,
OR
664 $1,000 $0.67 NI 45-106,
S2.3
1,000,000
Common
Shares;
200,000
Options;
4,500,000
Warrants
March 11,
2016
N/A
Columbia
Investments
Ltd.
Portland, OR
664 $1,000 $0.67 NI 45-106,
S2.3
N/A March 11,
2016
N/A
MMCAP
International
Inc. SPC
George Town,
Cayman
Islands
3,582 $1,000 $0.67 NI 45-106,
S2.3
N/A March 11,
2016
N/A
Global Maxfin
Capital
Toronto, ON
25 $1,000 $0.67 NI 45-106,
S2.3
N/A March 11,
2016
N/A
2432692
Ontario Inc
Toronto, ON
22 $1,000 $0.67 NI 45-106,
S2.3
200,000
Common
Shares
March 11,
2016
N/A
P. Turk
Toronto, ON
20 $1,000 $0.67 NI 45-106,
S2.3
35,000
Common
Shares
March 11,
2016
N/A
Zajeco Family
Trust
Toronto, ON
100 $1,000 $0.67 NI 45-106,
S2.3
6,000
Common
Shares
March 11,
2016
N/A
S. Stathakis
Thornhill, ON
20 $1,000 $0.67 NI 45-106,
S2.3
100,000
Common
Shares,
50,000
Warrants
March 11,
2016
N/A
A. Hirji
North York ON
8 $1,000 $0.67 NI 45-106,
S2.3
10,000
Common
Shares
March 11,
2016
N/A
S. Hirji
North York ON
8 $1,000 $0.67 NI 45-106,
S2.3
10,000
Common
Shares
March 11,
2016
N/A
(1) Indicate date each placee advanced or is expected to advance payment for securities. Provide
details of expected paymentdate, conditions to release of funds etc. Indicate if the placement funds
been placed in trust pending receipt of all necessary approvals.
(2) Indicate if Related Person.
1
An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as
defined in Policy 7, in which case it is to be reported on Form 10.
FORM 9 – NOTICE OF PROPOSED ISSUANCE OF
LISTED SECURITIES
January 2015
Page 3
1. Total amount of funds to be raised: $5,863,000 .
2. Provide full details of the use of the proceeds. The disclosure should be
sufficiently complete to enable a reader toappreciate the significance of the
transaction without reference to any othermaterial. The funds will be used to
fund the Washington State strategic partnership (the “Strategic Partnership”)
and for general working capital purposes. .
3. Provide particulars of any proceeds which are to be paid to Related Persons
of the Issuer: N/A .
4. If securities are issued in forgiveness of indebtedness, provide details and
attach the debt agreement(s) or other documentation evidencing the debt and
the agreement to exchange the debt for securities.
5. Description of securities to be issued:
(a) Class Senior unsecured convertible debentures (“Debentures”)_ .
(b) Number 6,445 .
(c) Price per security $1,000 . (d) Voting rights N/A
6. Provide the following information if Warrants, (options) or other convertible
securities are to be issued:
(a) Number 6,445 .
(b) Number of securities eligibleto be purchased on exercise of
Warrants (or options) 9,619,402 .
(c) Exercise price See Item #7(d) below .
(d) Expiry date See Item #7(b) below .
7. Provide the following information ifdebt securities are to be issued:
(a) Aggregate principal amount $6,445,000 .
(b) Maturity date the date that is 18 months from the date of issuance
of the Debentures, being September 11, 2018 (the “Maturity Date”) .
(c) Interest rate 10% per annum,. payable semi-annually on the last
day of June and December of each year. Subject to certain conditions, the
Issuer may elect, from time to time, subject to applicable regulatory approval,
to satisfy its obligation topay interest on the Debentures, on the date it is
payable (i) in cash; or (ii) the equivalent value in common shares of the Issuer
FORM 9 – NOTICE OF PROPOSED ISSUANCE OF
LISTED SECURITIES
January 2015
Page 4
(“Common Shares”) at a price per Common Share equal to the 20 trading day
volume weighted-average share price of the Common Shares (“VWAP”) on
the CSE (or such other Canadian stock exchange on which the Common
Shares may trade) ending five trading days preceding the interest due date. .
(d) Conversion terms
(i) Conversion at the Right of the Holder - The Debentures will be convertible
at the holder’s option into Common Sharesat any time prior to the close of
business on the Maturity Date. Subject to exchange approval, the Debentures
will be convertible into Common Shares at a conversion price (the
“Conversion Price”) equal to $0.67 perCommon Share. Holders converting
their Debentures will receive accrued and unpaid interest thereon, up to, but
excluding, the date of conversion.
(ii) Forced Conversion - If, following the closing of the private placement and
prior to the Maturity Date, the Issuer’s VWAP for 10 consecutive trading days
equals or exceeds $2.00, the Issuer may force conversion at the Conversion
Price, upon giving Debenture holders 30 days’ advance written notice, in
accordance with the conversion terms.
(e) Default provisions Each of the following events constitutes an
“event of default”:
(i) failure for 10 days to pay interest on the Debentures when due;
(ii) failure to pay principal or premium, if any, on the Debentures when due
whether at maturity, upon redemption or a Change ofControl, by
declaration or otherwise (and whether incash or Common Shares or other
property);
(iii) default in the delivery, when due, of any Common Shares or other
consideration, payable on conversion with respect to the Debentures,
which default continues for 15 days;
(iv) default in the observance or performance of any material covenant or
condition of the Indenture by the Issuerand the failure to cure (or obtain a
waiver for) such default for a period of 30 days after notice in writing has been
given by the Trustee or from holders of not less than 25% in aggregate
principal amount of the Debentures to the Issuer specifying such default and
requiring the Issuer to rectify such default or obtain a waiver for same;
(v) if a decree or order of a Court having jurisdiction is entered adjudging the
Issuer a bankrupt orinsolvent under the Bankruptcy and Insolvency Act
(Canada) or any other bankruptcy, insolvency or analogous laws, or issuing
sequestration or process of execution against, or against any substantial part
of, the property of the Issuer, or appointing a receiver of, or of any substantial
part of, the property of the Issuer or ordering the winding-up or liquidation o |
