Tender Offer

CLS Holdings PLC
22 October 2004


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN

 CLS Holdings plc ('CLS' or 'the Company') - Proposed purchase of 1 in every 52
 ordinary shares of 25p each in the Company ('Ordinary Shares') up to 1,644,176
   Ordinary Shares at 390 pence by way of a tender offer ('the Tender Offer')

On 10 September 2004, the board of CLS announced in its interim results for the
six months to 30 June 2004 that the Company intends to purchase 1 in every 52
Ordinary Shares by way of a tender offer at 390p 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
interim dividend for the six months to 30 June 2004. If the maximum number of
1,644,176 Ordinary Shares under the Tender Offer is acquired, this will result
in an amount of £6,412,286 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 16 November 2004, 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 extraordinary general meeting of the Company to be held on 17
November 2004 (the 'EGM') are passed. The Tender Offer will be void if less than
0.1 per cent. of the issued ordinary share capital of the Company in aggregate
is tendered.

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 16 November
2004, the latest time and date for receipt of the tender forms. Forms of proxy
for the EGM must be completed and returned so as to reach the Company's
registrars by not later than 2.00 p.m. on 16 November 2004.

Enquiries:

CLS Holdings plc
Sten Mortstedt     Executive Chairman                         020 7582 7766
Tom Thomson        Chief Executive and Vice Chairman          020 7582 7766


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