Nutritional High Announces Closing of Non-Brokered Private Placement of Senior Secured Convertible Debentures

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TORONTO, Aug. 07, 2018 (GLOBE NEWSWIRE) -- Nutritional High International Inc. (the “Company” or “Nutritional High”) (CSE: EAT, OTCQB: SPLIF, FRANKFURT: 2NU) is pleased to announce the closing of its previously announced non-brokered private placement (the “Offering”), consisting of $4,200,000 aggregate principal amount of senior secured convertible debenture units (the “Convertible Debenture Units”) at a price of $1,000 per Convertible Debenture Unit.

Nutritional High CEO comments as follows: “We are very pleased to have closed this offering at a conversion price which is a premium to our last financing and at a significant premium to the current market price.  This investor group is well known to us and has been supporters of the Company since inception.  This financing will be helpful as we proceed to close on the acquisitions in our pipeline and allow us to continue with our aggressive growth strategy in California, Nevada, Colorado and up the West Coast.”

Each Convertible Debenture Unit is comprised of one senior secured convertible debenture (each, a "Convertible Debenture") with the face value of $1,000 and 1,429 common share purchase warrants ("Warrants") exercisable at $0.80 ("Warrant Exercise Price") for 36 months from the closing date ("Maturity Date"). The Convertible Debentures are convertible into common shares in the capital of the Company ("Common Shares") at a price of $0.70 per Common Share ("Conversion Price") at any time prior to Maturity Date. The Convertible Debentures, Warrants and Common Shares that are issuable on conversion will be subject to a statutory hold period of four months and one day from the issuance date.  The Company shall have a right to prepay a part or the entire principal amount of Convertible Debentures at any time without penalty.

The Convertible Debentures will bear interest at a rate of 10% per annum from the Closing Date 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. If the Company elects to issue the Common Shares as interest payment, the price per Common Share shall equal the 20-day volume-weighted average price, and the effective interest rate shall be increased to 12% from 10%.

The Convertible Debentures are secured by the assets of the Company and its subsidiaries, subject to subordination in certain situations, as set out in the certificates representing the Convertible Debentures and security documents.

If the Company undertakes an equity financing at a price per Common Shares of less than C$0.45 per Common Share while the Convertible Debentures are outstanding, the Conversion Price of the Convertible Debentures will be reduced to the new financing price and the Warrant Exercise Price will be reduced to a price that is 20% premium to the new financing price, subject to compliance with applicable stock exchange and securities laws.  If the Common Shares trade at a VWAP under $0.25 for a period of 50 consecutive trading days while the Convertible Debentures are outstanding, the Conversion Price shall be reduced to $0.30.

The Company has paid registered finders a finders' fee equal to 8% of the gross proceeds of the Offering and has issued finder's options to acquire finder units (the "Finder Units") equal to 8% of the number of Common Shares underlying the Convertible Debentures sold under the Offering, exercisable at a price of $0.80 per Finder Unit for a term of 24 months following the Closing Date.  Each Finder Unit will be comprised of one Common Share and one finder warrant (a "Finder Unit Warrant"), with each Finder Unit Warrant entitling the holder to acquire one additional Common Share at 0.80 per share.  The exercise price for the Finder Units will be subject to the ratchet provisions similar to ratchet for the Conversion Price, and the exercise price for the Finder Unit Warrants will be subject to the ratchet provisions similar to the ratchet for the Warrant Exercise Price.

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

About Nutritional High International Inc.

Nutritional High is focused on developing, manufacturing and distributing products under recognized brands in the cannabis products industry, with a specific focus on edibles and oil extracts for medical and adult recreational use. The Company works exclusively through licensed facilities in jurisdictions where such activity is permitted and regulated by state law.

The Company follows a vertically integrated model with a fully developed strategy for acquisitions in extraction, production, sales, and distribution sectors of the cannabis industry. Nutritional High has brought its flagship FLÏ™ edibles and extracts product line from production to market in California through its wholly owned distributor Calyx Brands Inc., and Colorado where its products are manufactured by a licensed producer. The Company also owns a 50% interest in The Clinic Effingham (an Illinois dispensary), and is entering the Nevada, Washington State, Oregon and Canadian markets in the near future.

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, Instagram and Google+ or visit www.nutritionalhigh.com.

For further information, please contact:

David Posner
Chairman of the Board
Nutritional High International Inc.
647-985-6727
Email: dposner@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. The statements relate to potential market expansion and the use of the proceeds of the Offering.  Risks that may have an impact on the ability for these events to be achieved include completion of due diligence, negotiation of definitive agreements and receipt of applicable approvals.  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: 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.