Posted on May 29, 2020
News Releases

Toronto, Ontario — Nutritional High International Inc. (CSE: EAT) (OTCQB: SPLIF) (FSE: 2NU) (“Nutritional High” or the “Company“) is pleased to announce in connection with its press release dated March 31, 2020, the closing of its second and final tranche of a non-brokered private placement (the “Offering“). The second tranche consisting of C$272,000 aggregate principal amount of secured convertible debenture units (the “Convertible Debenture Units“) at a price of $1,000 per Convertible Debenture Unit.

Each Convertible Debenture Unit is comprised of a $1,000 principal amount 12% secured convertible debenture (each, a “Convertible Debenture“) and 20,000 common share purchase warrants (each, a “Warrant“). Each Warrant is exercisable into a common share of the Company (a “Warrant Share“) at a price of $0.05 (“Warrant Exercise Price“) for 36 months from the date of issuance (the “Maturity Date“). The Convertible Debentures are convertible into common shares in the capital of the Company (“Conversion Shares“) at a price of $0.05 per share (“Conversion Price“) at any time prior to Maturity Date. The Convertible Debentures, Conversion Shares, Warrants and Warrant Shares will be subject to a statutory hold period of four months and one day from the applicable issuance date. The Company may prepay, in whole or part, the principal amount of Convertible Debentures at any time without penalty.

The Convertible Debentures rank pari passu and will bear interest at a rate of 12% per annum from the date of issuance payable semi-annually in arrears. The interest can be payable in cash or by issuing common shares against the amount due at the sole option of the Company.

The Convertible Debentures are secured by certain assets of the Company as set out in the certificates representing the Convertible Debentures and security documents.

Certain directors and officers of the Company (the “Related Parties“) participated in the Offering. This transaction constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of securities being issued to the Related Parties nor the consideration being paid by the Related Parties exceeded 25% of the Company’s market capitalization. A material change report in respect of this related party transaction will be filed by the Company but could not be filed at least 21 days prior to the closing of the Offering due to the fact that the Company wished to close the transaction as soon as practicable to enable it to use the proceeds of the Offering in an expeditious manner to bolster the Company’s financial position.

The Company intends to use the net proceeds of the Offering for capital projects and general corporate purposes.

About Nutritional High International Inc.

Nutritional High is focused on developing and manufacturing branded products in the cannabis industry, with a specific focus on edibles and oil extracts for medical and adult recreational use. The Company works exclusively in jurisdictions where such activity is permitted and regulated by state law. Nutritional High has brought its flagship FLÏ™ edibles and vape product lines from production to market in various markets including Colorado where its award winning FLÏ™ products are manufactured by Palo Verde, LLC. The Company signed a purchase agreement for Palo Verde and is awaiting regulatory approval. In California, the Company distributes products through its wholly owned distributor Calyx Brands Inc. For updates on the Company’s activities and highlights of the Company’s press releases and other media coverage, please follow Nutritional High on Facebook, Twitter and Instagram or visit www.nutritionalhigh.com.

For further information, please contact:

Robert Wilson
Chief Financial Officer
Nutritional High International Inc.
416-666-4005
Email: rwilson@nutritionalhigh.com

NEITHER THE CANADIAN SECURITIES EXCHANGE NOR OTC MARKETS GROUP INC., NOR THEIR REGULATIONS SERVICES PROVIDERS HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

This news release may contain forward-looking statements and information based on current expectations. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions, there can be no assurance that such assumptions will prove to be correct. We assume no responsibility to update or revise them to reflect new events or circumstances.The Company’s securities have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or “U.S. Persons”, as such term is defined in Regulation S under the U.S. Securities Act, absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.Additionally, there are known and unknown risk factors which could cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law. Some of the risks and other factors that could cause actual results to differ materially from those expressed in forward-looking information expressed in this press release include, but are not limited to: the ability of the Company to complete the full issuance of up to $5 million of Convertible Debenture Units, obtaining and maintaining regulatory approvals including acquiring and renewing U.S. state, local or other licenses, the uncertainty of existing protection from U.S. federal or other prosecution, regulatory or political change such as changes in applicable laws and regulations, including U.S. state-law legalization, market and general economic conditions of the cannabis sector or otherwise.
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