LEEF Brands Inc. Closes Private Placement Financing Round of CAD$2,118,375

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

VANCOUVER, BC / ACCESSWIRE / December 12, 2024 / LEEF Brands Inc. (CSE:LEEF)(OTCQB:LEEED) (the "Company" or "LEEF Brands"), a leading California-based cannabis company, is pleased to announce the successful closing of its private placement financing (the "Financing") previously announced on October 29, 2024, raising gross proceeds of CAD$2,118,375.

The Financing consisted of the issuance of 8,473,500 units (the "Units") at a price of CAD$0.25 per Unit. Each Unit comprises one common share of the Company and one common share purchase warrant (each a "Warrant"). Each Warrant entitles the holder to purchase an additional common share at an exercise price of CAD$0.40 for a period of two years. The Warrants also include an acceleration clause, allowing the Company to accelerate the expiry date of the Warrants should the volume weighted average price of the common shares exceed CAD$0.60 during any ten consecutive business day period.

The net proceeds from the Financing will be strategically deployed to support the Company's growth initiatives, including the completion of Salisbury Canyon Ranch and the pursuit of new market opportunities in line with the Company's expansion plans, and for general working capital purposes.

In connection with the Financing, Micah Anderson, an insider of the Company, acquired 140,000 Units for aggregate consideration of CDN$35,000, which acquisition constitutes a related party transaction pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on Sections 5.5(a) and 5.7(1)(a) of MI 61-101 for an exemption from the formal valuation and minority shareholder approval requirements, respectively, of MI 61-101, as, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Units purchased by insiders under the Financing exceeded 25% of the Company's market capitalization.

In connection with the Financing, the Company paid a cash fee of CAD$50,400 and issued an aggregate of 201,600 finder's warrants (the "Finder's Warrants") to a finder as compensation for introducing certain purchasers of Units to the Company. The Finder's Warrants have the same terms as the Warrants.

Micah Anderson, CEO of LEEF Brands, commented "We are pleased to close this financing round and appreciate the strong support from our investor base. This funding, which I was personally motivated to participate in, provides the necessary resources to advance our strategic goals, complete our farm operations, and further establish LEEF Brands as a leading producer of cannabis concentrates. We remain committed to delivering shareholder value through disciplined growth and operational excellence."

All securities issued in connection with the Financing are subject to a four month and one day hold period in Canada and may be subject to additional resale restrictions based upon where the holder is resident.

None of the foregoing securities have been or will be registered under the U.S. Securities Act of 1933, as amended (the "1933 Act") or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable exemption from such registration requirements.

This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the foregoing securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

LEEF Brands continues to focus on enhancing its capital structure, improving liquidity, and broadening its investor base as part of its mission to lead the cannabis industry with high-quality products and scalable operations.

About LEEF Brands Inc.
LEEF Brands Inc. is a leading California-based extraction and manufacturing cannabis company, recognized for its large-scale vertical integration and as one of the state's most sophisticated operators. With a comprehensive supply chain, cutting-edge manufacturing processes, and a dynamic bulk concentrate portfolio, LEEF powers some of the largest brands in California. For more information, visit www.LeefBrands.com.

LEEF Brands Inc.
Per: "Kevin Wilson
Chief Financial Officer

Forward-Looking Statements
This news release contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively, "forward-looking statements") including, but not limited to, statements regarding the anticipated use of proceeds from the Financing and the Company's future financial condition, operations and objectives.

Forward-looking statements reflect current expectations or beliefs regarding future events or the Company's future performance or financial results. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates", "targets" or "believes", or variations of, or the negatives of, such words and phrases or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. All forward-looking statements, including those herein are qualified by this cautionary statement. Although the Company believes that the expectations expressed in such statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the statements.

There are certain factors that could cause actual results to differ materially from those in the forward-looking information, including, but not limited to the risks disclosed in the Company's public filings on the Company's issuer profile on SEDAR+ at www.sedarplus.ca. Accordingly, readers should not place undue reliance on forward-looking statements.

For more information on the Company, investors are encouraged to review the Company's public filings on SEDAR+ at www.sedarplus.ca.

The forward-looking statements and financial outlooks contained in this news release speak only as of the date of this news release or as of the date or dates specified in such statements. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

LEEF Brands, Inc., Micah Anderson, CEO, or Kevin Wilson, CFO, 707-703-4111, ir@leefca.com

SOURCE: LEEF Brands, Inc.