TORONTO, ONTARIO--(Marketwired - Oct. 26, 2016) - Toronto, Ontario - Nutritional High International Inc. (the
"Company" or "Nutritional High") (CSE:EAT)(CSE:EAT.CN)(CNSX:EAT)(OTCQB:SPLIF)(FRANKFURT:2NU) is
pleased to announce that it is undertaking a non-brokered private placement (the "Offering") of up to 20,000,000
units of the Company (the "Units") at a price of C$0.15 per Unit for aggregate gross proceeds of up to
C$3,000,000.
Each Unit will consist of one common share of the Company (a "Common Share") and one-half of one common share
purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to purchase one
Common Share at a price of C$0.22 per Common Share for a period of 18 months from the closing date.
The Company has engaged First Republic Capital Corporation ("First Republic") as the Lead Finder for the
Offering. Finders will be paid a cash fee of up to 6% of the gross proceeds raised in the Offering. Additionally, Finders
will receive compensation options ("Compensation Options") exercisable for Units equal in number up to 6% of the
number of Units sold under the Offering. The Compensation Options will be exercisable at a price of C$0.15 per Unit for a period
of 18 months after the closing of the Offering. First Republic will be paid a corporate finance fee equal to 2% of the gross
proceeds raised in the Offering and that number of Compensation Options equal to 2% of the number of Units sold under the
Offering. Foundation Markets Inc. and BMS Capital Corporation intend to participate as selling group members.
All securities issued in connection with the Offering will be subject to a four-month hold from the date of issuance in
accordance with applicable securities laws. The closing of the Offering is subject to receipt of approvals of the Canadian
Securities Exchange and other applicable securities regulatory authorities.
The net proceeds from the Offering will be used by the Company to fund expansion in U.S. States (other than Colorado and
Illinois) where regulations permit, additional product development and general working capital. The Offering is expected to
close on or about November 4, 2016 or such other date to be determined by the Company.
About Nutritional High International Inc.
Nutritional High is focused on developing, manufacturing and distributing products and nationally recognized brands
in the hemp and marijuana-infused products industries, including edibles and oil extracts for nutritional, medical and adult
recreational use. The Company works exclusively through licensed facilities in jurisdictions where such activity is permitted and
regulated by state law.
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+.
About First Republic Capital Corporation
First Republic is a fully licensed Exempt Market Dealer which is licensed in the Provinces of Ontario, Quebec, Manitoba,
Saskatchewan, Alberta, British Columbia and Nova Scotia. First Republic focuses on public Canadian and US micro-cap companies. We
partner with our clients and support them over time as their business and capital structure needs evolve and are focused on
aftermarket support.
About BMS Capital Corporation.
BSM Capital Corporation (O/A Bond Street Mercantile) is a Toronto based, specialty finance firm that offers unique investment
opportunities to Canadian Accredited Investors. Bond Street Mercantile created and manages 2 hedge funds that invest in Israel
infrastructure projects as well as its flagship Holy Land Investment Fund which invests in Israel based stocks and bonds. In
Canada, Bond Street offers specialty mortgages, real estate syndications and private placements, focusing only on public
companies that it perceives to have extremely high growth potential.
About Foundation Markets Inc.
Foundation is a Toronto-based boutique investment bank and corporate finance advisory firm licensed as an Exempt Market
Dealer. The firm is focused on working with small and medium-sized companies with rapid growth potential, specializing in
assisting pre-public clients in accelerating access to private and public capital, developing and implementing strategic plans,
and executing going-public transactions. Foundation also works with public companies on financing, mergers and acquisitions
transactions, and strategic advisory services.
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. Such statements include submission of the relevant documentation within the required timeframe and to
the satisfaction of the relevant regulators, completing the acquisition of the applicable real estate and raising sufficient
financing to complete the Company's business strategy. There is no certainty that any of these events will
occur. 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.
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.