CLS Holdings USA, Inc. Announces Amendments to Underlying Convertible Debentures and Warrants

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LAS VEGAS, NV/ACCESSWURE/September 15, 2022/ CLS Holdings USA, Inc. (OTCQB: CLSH)(CSE: CLSH), the “Company” or “CLS”, a diversified cannabis company doing business as Cannabis Life Sciences, today announced that following receipt required approval from debentureholders and the Canadian Securities Exchange, it amended the terms of its outstanding US$13,219,150 principal amount unsecured convertible debentures (the “December Debentures”) issued on December 2018, including (i) permitting the compulsory conversion, at the discretion of the Company, of $7,931,490 in principal amount of the December Debentures plus $132,192 in accrued interest on the December Debentures into Units at the conversion price reduced by $0.07125 per unit; (ii) reduce the conversion price of the remaining December Debentures (after the mandatory conversion) to $0.10 per Unit; (iii) the reduction of the mandatory conversion provision of the VWAP in the December Debentures from $0.60 to $0.20; (iv) provide a discounted conversion price for holders of December Debentures who elect to hedge more than the mandatory conversion amount of the December Debentures on or before the date of the meeting of Debentureholders; (v) change the maturity date of the December Debentures so that half of the remaining December Debentures mature on December 31, 2023 and the remaining December Debentures mature on December 31, 2024; (vi) providing for the payment of accrued interest between July 1, 2022 and December 31, 2024 such that one-third of the total scheduled interest is paid on December 31, 2023 and the balance of accrued interest is paid on December 31, 2024; and (vii) subject to obtaining regulatory approvals, the grant of security over certain assets of the Company (such as licenses, inventory (including work in progress), equipment (at (excluding equipment financed under the purchase) and contractual rights (excluding investments in entities other than wholly owned subsidiaries) to holders of the December Debentures and other holders of the Company’s indebtedness, now or in the future, at the option of the Company. All prices described above are prior to the Reverse Split described below.

The Company also announced that, subject to obtaining regulatory approvals, it plans to complete a 1 for 4 stock consolidation (the “Reverse Consolidation”) effective at the opening of business on September 21, 2022. Following the Share Consolidation, all 4 issued and outstanding common shares will be exchanged for 1 common share, any fractional share being rounded up to the nearest whole share. Immediately following the effectiveness of the reverse stock split, the Company will have approximately 32,052,021 common shares issued and outstanding. The authorized share capital will also be reduced following the reverse stock split from 750,000,000 shares to 187,500,000 shares.

About CLS Holdings USA, Inc.

CLS Holdings USA, Inc. (CLSH) is a diversified cannabis company that acts as an integrated cannabis producer and retailer through its Oasis Cannabis subsidiaries in Nevada and plans to expand to other states. CLS stands for “Cannabis Life Sciences”, in recognition of the company’s proprietary patented method of extracting various cannabinoids from the marijuana plant and converting them into products of a superior level of quality and consistency. The Company’s business model includes licensing operations, processing operations, processing facilities, product sales, branding and consulting services. Twitter: @CLSHholdingsUSA

Cannabis Oasis has operated a cannabis dispensary in the Las Vegas market since the first dispensaries opened in Nevada in 2015 and has been recognized as one of the top marijuana retailers in the state. Its location within walking distance of the Las Vegas Strip and downtown Las Vegas, combined with its resident delivery service, allows it to efficiently serve locals and tourists in the Las Vegas area. In February 2019, it was named “Best Dispensary for Pot Pros” by Desert Companion magazine. In August 2017, the company began wholesale cannabis in Nevada with the launch of its City Trees brand of cannabis concentrates and cannabis-infused products.

Founded in 2017, city ​​trees is a Nevada-based cannabis cultivation, production and distribution company. Offering a wide variety of products with consistent results, City Trees products are available at many dispensaries across the state of Nevada.

Forward-looking statements

This press release contains certain “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking statements”). ). These statements relate to, among other things, the impact of the COVID-19 virus on our business, the results of our initiatives to retain our employees and strengthen our relationships with our customers and the community during the pandemic, the effect of our initiatives to expand market share and achieve growth, the expected development of our businesses and our joint ventures, results of operations and financial performance, future liquidity, working capital and capital requirements, the impact of the business combination shares on the price of our shares, the effects of further dilution of our common shares that may occur due to amendments to our convertible debentures and expected future events. The continued spread of COVID-19 could have, and in some cases has already had, an adverse impact on our business, operations and financial results, including through disruptions to our growing and processing activities, supply chains, supply and sales channels, and our retail dispensary business. as well as a deterioration in general economic conditions, including a possible national or global recession. In some cases, you can identify forward-looking statements by words such as “may”, “could”, “will”, “”. ”plans” ”goals” ”projects” ”anticipates” ”believes” ”estimates” ”predicts” ”potential” or ”continue” or the negative form of these terms or any other comparable terminology. These forward-looking statements are only predictions, are uncertain and involve substantial known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity or performance to differ materially from the results, levels future business or performance expressed or implied by these forward-looking statements. We cannot guarantee future results, activity levels or performance. You should not place undue reliance on these forward-looking statements, which speak only as of the date they were made. These cautionary statements should be considered in conjunction with any written or oral forward-looking statements we may make in the future. Except as required by applicable law, we do not intend to update forward-looking statements to conform them to reflect actual results, subsequent events or circumstances or to reflect the occurrence of unforeseen events. See CLS Holdings USA’s filings with the SEC and on its SEDAR profile at for more details.

Contact information:

Company :

President and CEO
Andrew Glashow

Investor Relations:

[email protected]

THE SOURCE: CLS Holdings USA, Inc.

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