LEEF Brands Announces US$4.5M Initial Closing of Up to US$8M Financing Led by Mindset Capital; Appoints Jamie Mendola to Board of Directors

Executive Summary

• LEEF Brands announced an initial US $4.5 million closing of a up‑to US $8 million financing led by Mindset Capital.
• The financing consists of non‑brokered private placements of common share/warrant units at CAD $0.25 and preferred shares carrying a 15% annual dividend (10% cash, 5% paid‑in‑kind).
• Proceeds will be used to expand the Salisbury Canyon Ranch cultivation facility in California, slated for completion in fall 2026; the company also appointed Jamie Mendola to its Board of Directors.

Key Details

• Financing Structure – Two concurrent private placements:
• Units: CAD $0.25 per unit (1 common share + 1 warrant). Warrant exercise price CAD $0.30, exercisable for two years.
• Preferred Shares: 15% annual dividend (10% cash, 5% PIK), conversion price CAD $0.38 per share.
• Aggregate Target: Up to US $8 million total financing.
• Initial Closing: US $4.5 million announced; resulted in issuance of ~8,200,800 common shares and 10,934,400 preferred shares.
• Potential Issuance at Full Funding: Approx. 21,868,800 common shares and 14,579,200 preferred shares.
• Statutory Hold Period: Four months from issuance for all securities.
• Use of Proceeds: Primarily to expand Salisbury Canyon Ranch (flagship 180‑acre California cultivation asset) to full permit size; construction begins spring 2026, completion targeted for fall 2026. Expected to improve margins via low‑cost, high‑quality biomass supply.
• Board Appointment: Jamie Mendola appointed to Board of Directors; background includes founding Pacific Grove Advisors, former CRO/CBDO at AYR Wellness, co‑founder of a cannabis SPAC, and board experience with Glass House Brands.
• Management Comments:
• Aaron Edelheit (Mindset Capital) highlighted market shortage for low‑cost, pesticide‑free concentrates and the strategic value of LEEF’s expansion.
• CEO Micah Anderson emphasized that the expanded asset will provide consistent low‑cost biomass, supporting higher margins and product consistency.
• Financial Outlook: Company referenced prior Q3 results showing margin improvement from initial production at Salisbury Canyon Ranch; forward‑looking statements note potential variability based on market conditions.

Notable Quotes

“Our research has led us to believe there is a shortage of low‑cost, high‑quality cannabis concentrates that are free of pesticides and heavy metals.” – Aaron Edelheit, Founder, Mindset Capital

“Completing this flagship asset in 2026 will provide a consistent supply of our own low‑cost, clean biomass for extraction… supporting higher margins and improved product consistency.” – Micah Anderson, CEO, LEEF Brands

“I’m excited to join the LEEF Board and partner with a team that has built a genuinely differentiated business… I look forward to contributing my experience scaling operators and navigating a dynamic regulatory landscape to help drive the next chapter of LEEF’s growth.” – Jamie Mendola, New Board Member