CLS Holdings PLC

Declaration of Voting Results & Voting Rights Announcements • Sep 17, 2014

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

CLS Holdings plc ('CLS' or 'the Company')

Result of Tender Offer

CLS is pleased to confirm that it has received acceptances for the Tender Offer, as set out in the Circular dated 22 August 2014, in full from its shareholders. Tenders for up to and including the pro rata entitlement of 1 Ordinary Share in 119 Ordinary Shares at 1,500 pence per share will be met in full. Tenders received for excess Ordinary Shares will be subject to scale back at the rate of 0.00079954 for each excess Ordinary Share tendered over and above the pro rata entitlement of 1 in 119, rounded down to the nearest whole Ordinary Share.

The Ordinary Shares purchased by the Company pursuant to the Tender Offer will be cancelled. Cheques will be dispatched for certificated Ordinary Shares and payment will be made through CREST for uncertificated Ordinary Shares pursuant to the Tender Offer on 24 September 2014.

ENQUIRIES

CLS Holdings plc David Fuller +44 (0) 207 582 7766

Kinmont Limited Jonathan Gray +44 (0) 207 087 9100

Notes:

• 1. The total number of the Company's Ordinary Shares in issue, excluding shares held in treasury, at the time of this announcement is 43,287,824.
• 1. Defined terms used in this announcement shall have the same meaning as set out in the Tender Offer circular dated 22 August 2014.