CLS Holdings PLC

M&A Activity • Aug 23, 2013

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")

Proposed purchase of 1 in every 116 Ordinary Shares of 25p each in the Company ("Ordinary Shares") at 1360 pence per share by way of a tender offer (the "Tender Offer")

On 14 August 2013, the Board of CLS announced in its half yearly financial report for the period ended 30 June 2013 its intention to purchase 1 in every 113 Ordinary Shares by way of a tender offer at 1320 pence per share. Since then, the Company's average share price has risen such that the Board has determined to amend the ratio and price to 1 in every 116 Ordinary Shares at 1360 pence per share.

Today CLS has posted a circular to shareholders in relation to the Tender Offer on the terms set out above. If the maximum number of 368,293 Ordinary Shares is acquired under the Tender Offer, this will result in approximately £5.0 million being paid by the Company to participating shareholders.

The Tender Offer is open to all eligible shareholders on the Company's register at 5.00pm on 16 September 2013, who may participate by tendering all or a proportion of their holdings of Ordinary Shares at the above price. The Tender Offer will be void if less than 0.1 per cent. of the issued ordinary share capital of the Company (excluding treasury shares) in aggregate is tendered. The Ordinary Shares purchased under the Tender Offer will be cancelled.

Copies of the Tender Offer Circular and Tender Form have been submitted to the UK Listing Authority's National Storage Mechanism and will shortly be available at www.hemscott.com/nsm.do.

The Tender Offer Circular will shortly be available on the CLS website at www.clsholdings.com, in the Investor Relations section under Shareholder Documents. Copies of the documents may also be obtained from the Company Secretary.

Enquiries:

David Fuller Company Secretary CLS Holdings plc +44 (0) 20 7582 7766

Kinmont Limited Jonathan Gray +44 (0)20 7087 9100

Kinmont Limited is advising CLS in relation to the Tender Offer and no one else and will not be responsible to anyone other than CLS for providing the protections afforded to the customers of Kinmont Limited nor for providing any advice in relation to the Tender Offer.

This announcement, which has been issued by the Company and is the sole responsibility of the Company, has been approved only for the purposes of Section 21 of the Financial Services and Markets Act 2000 of the United Kingdom by Kinmont Limited, 5 Clifford Street, London W1S 2LG, a firm which is authorised and regulated in the United Kingdom by the Financial Services Authority.