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Nutritional High Congratulates Lineage Growth Company and Harborside on Signing Definitive Agreement; Amends Letter Agreement With Lineage
2019-04-10 09:06:02 AM ET (GlobeNewswire)
Nutritional High International Inc. (the "Company" or "Nutritional High") (CSE: EAT, OTCQB: SPLIF, FRANKFURT: 2NU) would like to congratulate Lineage Growth Company Ltd. ("Lineage") on the signing of a definitive merger agreement of a reverse takeover transaction (the "Transaction") between Lineage and FLRish, Inc., a California corporation d/b/a Harborside ("Harborside") (see Lineage and Harborside's press release on Feb 11, 2019).
Harborside currently carries Nutritional High's flagship FLI(TM) products and the Company's wholly owned distributor, Calyx Brands, Inc. ("Calyx") supplies various other cannabis products to Harborside. Nutritional High also supplies its flagship FLI(TM)-branded products to Lineage's Terpene Station dispensaries in both Eugene and Portland, Oregon.
Nutritional High would also like to report that it has signed a letter agreement with Lineage (the "Letter Agreement") amending part of an amended and restated letter agreement (the "Lineage Agreement") dated February 1, 2018, in order to facilitate and support the Transaction. Pursuant to the terms of the Lineage Agreement (see the Company's press release on February 7, 2018), in exchange for certain financial covenants and financial support of Nutritional High, Lineage (among other consideration) issued to Nutritional High 1,250,000 common shares of Lineage, and was to reserve at least 20% of the dispensary's shelf space for Nutritional High's products, subject to availability of supply. Nutritional High's financial obligations have since been extinguished. Nutritional High strongly supports the Lineage-Harborside Transaction and enjoys commercial relationships with both companies. As such, and conditional on the closing of the Transaction, Nutritional High has agreed to release Li
neage of its shelf space obligation. The Company has also agreed to convert a $75,000 debt obligation it had from Lineage, into 454,545 additional common shares of Lineage at a deemed price of $0.165 per common share (the "Debt Settlement"). Completion of the Debt Settlement is subject to the approval of the Canadian Securities Exchange and the common shares will be subject to a four-month hold period in accordance with applicable securities laws.
The Letter Agreement regarding the release of its shelf space obligation was approved by the independent board members of Nutritional High with Adam Szweras and David Posner recusing themselves given their involvement with Lineage.
Jim Frazier, CEO of Nutritional High, commented, "This Letter Agreement is an important step in the development of a long-term sustainable relationship with Harborside and Lineage, which we have already cemented at the operational level via our FLI(TM) products and Calyx distribution." Jim continued, "We want to grow our sales to Harborside and Lineage based on the quality and growing consumer demand for our products, as opposed to merely being a beneficiary of a contractual obligation. We look forward to deepening our relationship and working together in the States of California and Oregon."
Peter Bilodeau, CEO of Lineage, added, "Lineage appreciates Nutritional High's ongoing support for the Transaction, and we are pleased to announce the definitive merger agreement between Harborside and Lineage is moving towards completion. We look forward to new business opportunities and potential collaborations moving forward."
Andrew Berman, CEO of Harborside, commented, "Harborside enjoys working with Calyx and is pleased to carry FLI(TM) products in Harborside. We have been receiving positive feedback about the FLI(TM)-branded product lines from our consumers. Harborside strongly appreciates the support and relationship that we have with Nutritional High and looks forward to the mutually beneficial growth of both businesses."
About Nutritional High International Inc.
Nutritional High develops, manufactures and distributes cannabis extracts and edible products under recognized brand for medical and adult recreational use. The Company works exclusively with licensed facilities in jurisdictions where such activity is permitted and regulated by state law.
Nutritional High has brought its flagship FLI(TM) edibles and extracts product line from production to market through its wholly owned subsidiaries in California and Oregon, as well as Colorado where its FLI(TM) products are manufactured by a third-party licensed producer. In California, the Company distributes its products and products manufactured by other leading producers through its wholly owned distributor Calyx Brands Inc. and is entering the Nevada, Washington State 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 and Instagram or visit
www.nutritionalhigh.com.
About Lineage Grow Company Ltd.
Lineage is a reporting issuer that is listed on the Canadian Securities Exchange ("CSE"). Lineage is currently focused on operating two retail licensed stores located in two prominent cities in Oregon (Portland and Eugene). Lineage has entered into a purchase agreement with Walnut Oaks LLC d/b/a Agris Farms and a binding letter of intent to acquire Lucrum Enterprises, Inc. d/b/a LUX. In addition, Lineage and FLRish, Inc. have entered into a binding merger agreement pursuant to which Lineage will acquire all the issued and outstanding securities of Harborside in a reverse takeover transaction.
For updates on the Company's activities and highlights of the Company's press releases, investor deck and other media coverage, please visit Lineage's web site at
www.lineagegrow.com.
About FLRish Inc. d/b/a Harborside
Harborside currently manages the Harborside Oakland and Harborside San Jose retail cannabis dispensary stores in California, which is projected to be the largest adult-use cannabis market in the United States. The Harborside Oakland dispensary was founded in 2006 by Steve DeAngelo and dress wedding, and the Harborside brand today is well known throughout California and globally. Combined, the two Harborside dispensaries have generated over CAD $400 million in sales since their opening, including over CAD $50 million sales in 2017. In addition, Harborside operates a cultivation campus in Salinas, California that was established in 2016 and produces high-quality, low-cost cannabis at scale for sale through the Harborside dispensaries, third-party dispensaries, distributors, and manufacturing partners. Harborside is currently structured as a private California corporation.
For further information, please contact:
David Posner
Co-Chairman of the Board
Nutritional High International Inc.
+1 647.985.6727
Email:
dposner@nutritionalhigh.com Ethan Karayannopoulos
Director, Investor Relations
Nutritional High International Inc.
+1 416.777.6175
Email:
ethan@nutritionalhigh.com Wynn Theriault
Thirty Dash Communications
+1 416.710.3370
Email:
wynn@thirtydash.ca Lauren Frank
Allison+Partners
+1 623.201.5572
Email:
Lauren.Frank@allisonpr.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. Risks that may have an impact on the ability for these events to be achieved include completion of the ability to effectively execute on the strategies contemplated in this press release. 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 u
ncertainty 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.
https://ml.globenewswire.com/media/ab47b9ce-34e7-4167-ac85-256eec7dcb1c/small/nutritionalhigh-jpg.jpg Fiscal year ends Jul 31, 2015. Values are displayed in millions. Currency is displayed in USD. () = Negative Values.
*GAAP = prior to non-GAAP analyst adjusted earnings.
K=Thousands, M=Millions, B=Billions, TTM=Trailing 12 Month, MRQ=Most Recent Quarter, FYR=Fiscal Year End,
NM=Not Meaningful, NA=Not Available, GAAP = Generally Accepted Accounting Principles used in Financial Statements
issued by the company, Non-GAAP = Adjusted Operating Earnings or Revenue used in comparison to Analyst Estimates.
Adjustments are typically one-time gains or losses.
12.45 PM Oct 01, 2014
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