Tender Offer

24 April 2007

  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 41 Ordinary Shares of 25p each in the Company 
('Ordinary Shares') at 750 pence per share by way of a tender offer ('the
Tender Offer').

On 8 March 2007, the board of CLS announced in its preliminary results for the
financial year ended 31 December 2006 that the Company intended to purchase 1
in every 41 Ordinary Shares by way of a tender offer at 750p per share.

CLS is today posting a circular to shareholders in relation to the Tender Offer
on the terms set out above. The Tender Offer is being made in lieu of the final
dividend for the financial year ended 31 December 2006. If the maximum number
of 1,770,565 Ordinary Shares under the Tender Offer is acquired, this will
result in an amount of £13,279,238 being paid by the Company to participating
shareholders.

The Tender Offer is open to all shareholders on the Company's register at 5.00
p.m. on 21 May 2007, who may participate by tendering all or a proportion of
their holdings of Ordinary Shares at the above price. No Ordinary Shares will
be purchased in relation to the Tender Offer unless the relevant resolutions to
be proposed at the annual general meeting of the Company to be held on 22 May
2007 ('the AGM') are passed. 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.

Acceptances of the Tender Offer, which may only be made on the tender form
accompanying the circular to shareholders, should be returned as soon as
possible and, in any event, so as to be received by 5.00 p.m. on 21 May 2007,
the latest time and date for receipt of the tender forms. Forms of proxy for
the AGM must be completed and returned so as to reach the Company's registrars
by not later than 2.00 p.m. on Sunday 20 May 2007.

The Annual Report & Accounts for the year ended 31 December 2006 is also being
posted to shareholders today.

Copies of the Annual Report & Accounts 2006, Tender Offer circular, tender form
and proxy card will be submitted to the UK Listing Authority, and will shortly
be available for inspection at the UK Listing Authority's Document Viewing
Facility, which is situated at:

Financial Services Authority

25 The North Colonnade

Canary Wharf

London E14 5HS

Tel No: (0)20 7066 1000

Enquiries:

CLS Holdings plc

Sarah Ghinn

Tel No: (0)20 7582 7766

NCB Corporate Finance Limited

Jonathan Gray

Tel No: (0)20 7071 5200

NCB Corporate Finance 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 NCB Corporate Finance
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 NCB Corporate Finance Limited, 51 Moorgate, London EC2R 6BH, a firm which is
authorised and regulated in the United Kingdom by the Financial Services
Authority.