Thanks, Melissa, and thank you all for joining us today to review Golden Leaf Holdings 2019 third quarter performance. With me on the call today is John Varghese, our Executive Chairman; and Jeff Yapp, CEO.

Before I turn the call over to John and Jeff, I would like to remind everyone that except for historical information, our discussion today will include forward-looking statements that are based on assumptions which are subject to risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Management can give no assurance that any forward-looking statements will prove to be correct.

Forward-looking statements discussed on this call are relevant as of the date of the call, and we undertake no obligation to update or revise any of these statements except as required by applicable law. Management refers you to the cautionary statement and risk factors included in the company's MD&A and annual information form by which any forward-looking statements made during this call are qualified in their entirety.

Please note, that all financial information is provided in US dollars unless otherwise specified. I will now turn the call over to John and Jeff for prepared remarks, followed by a review of the financial results for the third quarter of 2019.

John?

Thanks, John. And thanks to everyone who is participating on today's call.

We wanted to take a moment to share some additional perspective on the company and the cannabis industry in general. We are getting a number of shareholder questions and while we try to answer all of them, we wanted to address the larger community of Golden Leaf Holdings stakeholders.

As you well know, the cannabis industry overall has been struggling. While companies like ours are producing best-in-class product and innovating every day, we as an industry, continue to struggle with things like access to capital, regulatory hurdles, and most recently, the vaping concerns.

All told, the cannabis market is down over 70% from it's highs, while the smaller companies like GLH are down even more than that. GLH's disclosed results from December 2018 through to the end of the third quarter 2019 as released yesterday show quarter-to-quarter revenue growth, increased gross margins, and reduced operating expenses.

We have dramatically improved our results even through the management issues we have faced. We are proud to accomplish this in the face of very industry headwind -- very heavy industry headwind.

You have probably noticed a greater level of shareholder communication via steady stream of press releases that we have disseminated in order to clearly communicate our efforts, as well as updated corporate decks that can be found on our website. We will continue to announce key milestones as we're able to.

Outside of what we publicly disclose, we do not and will not make specific comments on any individual aspects of our business. If you look at the company's disclosed results from December 2018 through to the end of the third quarter, you will see an increasingly positive performance on a comparative year-over-year basis.

In June of 2019, we had a debenture and a deferred payout due in November of this year totaling close to $20 million; yet the company had only approximately $6 million in the bank. Management believes that the perceived potential inability to pay this and the other company debts might have been one of the reasons the stock declined heavily in value during the first half of 2019.

The proposition the company made to the debenture holders and the selling Chalice Group was a simple one; helped us create value by converting and extending irrespective debts. Fortunately, with the obvious operational improvement, the strengthening and rebuilding of the management team and the exciting opportunities in California, Nevada, both parties overwhelmingly agreed to support us.

The debenture was converted at CAD0.06 in August and the Chalice payout was deferred in August until May of 2022; this was a strong vote of confidence for the plan we laid out. The downside of the debt conversion was that over 217 million shares were issued as part of that conversion.

If the company had waited until the maturities in November to force the conversion of these debentures, the management believes that the dilution would have been significantly higher. These 217 million new shares continue to put downward pressure on the company's share price as people continue to sell, especially as part of the tax law selling at this time of year.

While we're not happy with the dilution, it stands to reason that the share price would have continued to decline without resolving these two issues. To put things in perspective, at CAD0.03 per share, which is roughly what the stock has been lately, the dilution would have been 434 million shares.

Ideally, the selling pressure pressures will subside soon and once the market turns and as the company continues to perform better, the company will see an increase in the share price that reflects the true value. Post debt conversion management believes that the company has enough cash to fund it's operations for the time being.

We're in the process of finalizing our 2020 business plan. If our assumptions hold true, management believes that the company will be generating positive cash flow during 2020.

Management expects that attaining this goal should provide a material increase in shareholder value. With the balance sheet cleaned up, we were able to attract new managerial talent and retain key members of the present management team.

As Interim CEO, my mandates were to stabilize the company, clean up the balance sheet, and hire a CEO; I'm happy to say we accomplished all of these goals within a quarter. Most importantly, I was able to recruit Jeff Yapp to be the CEO, in great part due to the solid foundation the company had with it's employees, and it's products, and of course, the successful resolution of the debt overhead.

After Jeff was on board, I would elected to serve as Executive Chairman of the company, primarily to focus on capital markets. I now proudly want to introduce our new CEO, Jeff Yapp.

Thanks, John. I'm excited to be here.

And while I'm realistic about the challenges facing the industry and our company, I believe in the company and it's prospects. My first task was to attract and build a talented, experienced and accomplished management team who also believed in the potential of the company.

Our first external hire was Stan Grissinger as Company President. Stan was employee number one of the Golf Ball division in Nike where he spent nearly two decades serving as the Head of Global Sales, International Business Development and Product Creation.

He led a multitude of cross-functional teams on key growth initiatives, including Nike's moving to Golf, developed holistic marketplace strategies to elevate the brand in critical markets with key customers around the globe. For GLH, Stan has been focusing on growing revenues, markets and business development for the company.

We have also elevated Kate Koustareva to Interim Chief Financial Officer. Since taking this role Kate has strengthened the financial team significantly.

Overall, I'm really pleased with the job Kate is doing; building and leading our financial team. We also promoted Erin Hills to Senior VP of Operations.

Erin joined Chalice as Vice President of Operations in 2015, and has been key in developing the company's retail presence in Oregon and Nevada. In our new position Erin is overseeing production, distribution, supply chain operations in all markets for the company.

On October 21, 2019, Jane Sullivan was hired as Chief People Officer. Jane brings 30 years of experience in Human Resources designing and executing people strategies globally.

Prior to joining Golden Leaf, Jane was Senior Director of Global Human Resources for Microsoft where she and I worked together. During her time at Microsoft, she led a team of HR professionals that supported more than 2,500 people in our retail division, and response for designing and delivering all aspects of the people agenda.

Prior to Microsoft Jane held roles at Apple, Coach and Sunglass Hut. We are very pleased to have her on our team.

Additionally, we recruited Karen [ph] Morgan as Head of our Marketing team. Karen joins us after running her own marketing design firm in Los Angeles, whose clients included AT&T, American Express, Amazon, Netflix and Microsoft.

Finally, senior management recently purchased stock at $0.06 even though the shares are trading well below the price of -- below that price at the time. We did so to be aligned with our debenture holders and converted their debt, and to show our belief in the company's prospects.

So the stock is still trading below that price, all new management issues were issued options at CAD0.06 as well. As everyone on my management team knows, I take a very conservative approach to capital allocation when it comes to market expansion.

My fundamental belief is that you need to validate the revenue stream before deploying significant capital. I monitor [ph] the Company as crawl, walk, run.

The crawl phase is the validation of the revenue stream and the business plan with the realization of the expected revenue target. The company will no longer deploy large amounts of capital without validation of it's business plan and the achievement of it's targets.

Once we have proven the revenue model, we move to the next phase of begin deploying capital to drive margin improvements. Once we start to achieve the margin improvement, we'll invest to achieve scale and speed.

Post the quarter we've had several noteworthy developments I'd like to discuss; first of which is the launch of Chalice Chews in Nevada. We've rebranded our two lines from Golden Fruit Chews to Chalice Farms Chews at the end of October.

We held a relaunch and branding event in partnership with Planet 13, the iconic cannabis retailer, located just off the Vegas strip. Planet 13 is one of the largest most influential retail establishments in the country.

The partnership with Planet 13 is part of the company's process of rebranding itself in Nevada. In mid-October, the company lunched Chalice TV, an online media channel with content to educate consumers on all aspects of cannabis from cultivating practices to health benefits and more.

But Chalice TV was a positive for the company, the vaping concern was yet another challenge the company faced head-on and sought [ph]. On October 4, 2019, Oregon Governor, Kate Brown, issued an executive order implementing a six-month ban on both, flavored nicotine and cannabis vape products.

Even without empirical evidence or the cause of the mysterious illness, seemingly related to vape. On November 14, 2019, the Court of Oregon appealed into the six-month stay and the enforcement of Governor Brown's ban and the sale of flavored nicotine and cannabis vape products.

This allows the company to continue selling it's vape products until further action by the Court or expiration of the stay. To deal with the potential impact of the vaping ban, the company accelerated the development and the release of several new products including a leasing field live resin products, jackpot branded products, and line extensions of our popular fruit chew product, as well as a line of live resin ting [ph] chews.

I was very pleased with the agility that our team showed during the ban, and the rapid response by our production team allow us to gain new distributors with the leasing field products, and mitigate the effects of the ban. We also recently signed an exclusive RSO equipment agreement with a company which will allow us to use it's extraction equipment to improve some of the finest Rick Simpson oil products in the industry.

The agreement gives the company an exclusive right to use it's equipment and related technology in any territory in which the company exercises the right to do so. The agreement also provides the company with right of first refusal to use the equipment and processes in a particular territory, should a third-party desire to do so.

The company has presently exercised it's exclusivity rights for the States of Oregon and Nevada. Lastly, the company expects to launch a nationwide U.S.

CBD line of products in 2020. We have conducted extensive consumer research in recent months; we believe we have an opportunity to create a unique line products to allow us to tap into a rapidly growing consumer segment.

We are partnered with well-established third-party manufacturers of pharmaceutical grade products and expertise. We anticipate being able to discuss this exciting opportunity more in the first half of 2020.

Now, I will cover our recent accomplishments for the third quarter. First, is our expansion into California with the launch of Chalice Farm's cannabis infused fruit chews with premier co-packer Micro Buddery, and distributor C4 Distro & Trading.

Management believes that the Chalice Fruit Chews are an ideal product line for the health focused California consumer market. The Chalice Farm Chews are completely vegan, soy-free, gluten-free, contain highly potent consistent flavorless CAC distilled [ph] oil flavored with natural fruit puree chews also include wellness focused ingredients including maca root, gojiberry, elderberry, chamomile, passion fruit, acaiberry designed to fit lifestyle intentions like sleep, balance, energy, and calm.

The chews are available in a range of doses from 5 milligrams to 50 milligrams to fit a wide variety of consumer and patient needs, and come in five flavors, including Tangerine, Tropical Fruit, Kiwi Strawberry, Acai Berry, as well as our THC-free Green Apple flavor containing hemp derive CBD isolates [ph]. Second, the company has developed better manufacturing process with the result in the continued improvement of our gross margins.

This coupled with our recent cost reduction efforts saw our gross margins improved from the third quarter of 2019 compared with the same period in 2018. We will endeavor to continue to drive margin improvement in all of our operations.

Second, store and store sales to Chalice Farms retail locations have been increasing in Oregon. 2019 estimated year ending sales represented nearly 10% growth over comparable period in 2018 in a highly competitive Oregon market.

Through our wholesale distribution operations our products are now available in 230 wholesale customers in Oregon, 20 wholesale customers in Nevada, and sold in 10 dispensaries in California. Rapid expansion in California and Nevada distribution as anticipated in 2020 as we elevate our sales infrastructure in both states.

We've seen our Oregon wholesale revenues grow 35% in the third quarter compared with the same period in 2018. As I previously indicated our Executive Chairman, John Varghese, is with us today and will review our financial results for the third quarter of 2019.

With my remarks now completed, I turn the call over to John to review 2019 third quarter financials. John?

I will take you through credit [ph] financials. For the nine months ending September 30, 2019, the company had revenues of $13.1 million which was 9% better than the revenue for the third quarter ending September 30, 2018.

I'm back.

Hello, John?

Yes, we had a power surge. I'm back, if you want you can keep going.

I'm fine, I'll keep going. Revenues of $4.5 million for the third quarter of 2019 were an increase over the second quarter of 2019 and compared favorably with third quarter of 2018.

During Q3, 2018, the company had an unusually large one-time product sale in Canada of $600,000 attributed to harvest buildup up during 2018 and sold under a wholesale contract as soon as the company obtained it's respective licenses from Health Canada in September of 2018. During Q3 of 2019, there were no harvest sales in Canada attributable to the ending of a long-term wholesale contract and wholesale market oversupply.

Gross profit was $1.6 million for the quarter ending September 30, 2019 were representing a gross margin of approximately 36%, up from 9% comparable with the third quarter of 2018. Q3 2019 gross margins decreased primarily due to cost containment initiatives and utilization of improved process achieving better matching of revenue and cost of sales.

Operating expenses of $4.2 million for the quarter ending September 30, 2019, we're almost 12% less than our operating expenses of $4.7 million in the same period of 2018. Adjusted EBITDA loss was $1.8 million compared to the loss of $2.9 million for the same period in the prior year, primarily as a result of increasing gross profit of $1.2 million with 264%.

Adjusted EBITDA is defined as the company's earnings before taxes, depreciation and amortization; less certain non-cash equity compensation expenses including impairments, one-time transaction fees and all other non-cash items. The company considers adjusted EBITDA an important measure that is intended to reflect the true day-to-day operational performance of the business.

For the quarter ending September 30, 2019, the company posted a net loss of approximately $3.3 million compared with a net loss of approximately $5.5 million for the quarter ending September 30, 2018. The net loss for the quarter of 2018 decreased primarily due to improvements in gross profit of $1.2 million and non-cash losses on changes in fair value of debt of $300,000 in the third quarter 2019 compared with $900,000 in the third quarter of 2018.

As of September 30, 2019, the company had $3.8 million of cash-on-hand, which we consider sufficient for our near-term needs. Thank you everyone who joined our call today, and we look forward to continued conversations in our upcoming quarters.

Thank you, ladies and gentlemen. Thank you for your participation.

This concludes our conference today. Thank you for your interest and your participation.

You may now disconnect your lines and have a wonderful afternoon.