Mr. Micah Anderson reports

LEEF BRANDS CLOSES FINAL ROUND OF OVERSUBSCRIBED US$9.3 MILLION FINANCING

Leef Brands Inc. has completed the final closing of its previously announced oversubscribed financing led by Mindset Capital, bringing total gross proceeds raised across both closings to approximately $9.3-million (U.S.).

In connection with the final closing, the company issued 24,994,642 common share units for gross proceeds of approximately $4.7-million (U.S.) and 357,553 preferred shares for gross proceeds of $100,000 (U.S.). Across both closings, the company raised aggregate gross proceeds of approximately $9.3-million (U.S.) through the issuance of approximately 33,146,842 common share units and approximately 11,084,132 preferred shares.

The financing consisted of a combination of common share units and convertible preferred shares. Units were issued at a price of 25 Canadian cents per unit, with each unit consisting of one common share and one full common share purchase warrant, exercisable at 30 Canadian cents for a period of 24 months. The preferred shares carry an annual dividend of 15 per cent, consisting of 10 per cent in cash and 5 per cent paid in kind (PIK), and are convertible into common shares at a conversion price of 38 Canadian cents per share.

The financing was led by Mindset Capital and included participation from existing shareholders and new strategic investors. The offering was oversubscribed, reflecting strong investor demand and continued confidence in Leef's long-term strategy and asset base during a challenging capital markets environment for the cannabis industry.

Micah Anderson, chief executive officer of Leef Brands, and Kevin Wilson, chief financial officer of Leef Brands, both participated in the financing, further aligning management with shareholders and demonstrating continued conviction in the company's future.

Proceeds from the financing will primarily support the expansion of Salisbury Canyon Ranch, Leef's flagship California cultivation asset designed to supply clean, low-cost biomass for its concentrate production. With the expansion to its full 180-acre permitted size expected to be completed in the fall of 2026, Salisbury Canyon Ranch is projected to be one of the largest licensed cannabis farms in the country. Increased internal supply is anticipated to improve operating margins and product quality over time.

In addition, proceeds from the financing are expected to support upgrades to the extraction lab, inventory expansion, working capital and strategic growth initiatives as the regulatory and operating landscapes continue to evolve.

"This financing represents an important milestone for Leef," said Micah Anderson, chief executive officer of Leef Brands. "Completing an oversubscribed financing in today's cannabis capital markets environment speaks to the quality of our assets, the execution of our team and the long-term opportunity we see ahead. Kevin and I were pleased to participate alongside our investors, reflecting our continued confidence in the business and our belief that Leef is well positioned as the industry and regulatory landscape evolves."

About Leef Brands Inc.

Leef Brands is a leading California- and New York-based extraction and manufacturing cannabis company. With a comprehensive supply chain, innovative manufacturing processes, a dynamic bulk concentrate portfolio and a growing line of branded products, Leef powers some of the largest cannabis brands in the United States.

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