TORONTO, Nov. 28, 2017 (GLOBE NEWSWIRE) -- Nutritional High International Inc. (the "Company" or
"Nutritional High") (CSE:EAT) (OTCQB:SPLIF) (FRANKFURT:2NU) is pleased to announce that it has appointed Chris
Ryan as VP, Marketing and Sales. The Company also wishes to provide an update on the acquisition of Calyx Brands Inc.
("Calyx") and on its strategy in the State of Nevada.
Appointment of Chris Ryan as VP, Acquisitions, Brand Development
Chris Ryan is a results-driven entrepreneur with 25 years diverse experience in hospitality, consumable goods
manufacturing, tourism and education. Mr. Ryan began his career in sales and marketing at Molson Ontario Breweries and later went
on to create, develop and operate seven hospitality establishments in Southwestern Ontario. He served as head of hospitality,
procurement for the Canadian leg of the Red Bull Air Races.
Mr. Ryan has recently served as Director, Entrepreneurship and Innovation at St Clair College as well as
fulfilling the role of Chief Operating Officer for startup craft brewer, Walkerville Brewery and Chief Operating Officer for newly
formed regional destination marketing organization, Windsor Essex Pelee Island.
Jim Frazier, CEO of Nutritional High commented: "We're pleased to welcome Mr. Ryan to the Nutritional High
family and look forward to his contribution to our sales and marketing efforts. Integrating marketing and distribution is key in
penetrating the legal cannabis markets and achieving new milestones as we continue to grow sales and expand our branded footprint.
Mr. Ryan also brings valuable experience that he acquired during his time in the hospitality and alcohol industries that will be
important in staying competitive as the cannabis industry landscape continues to evolve."
Update on Calyx Acquisition
Since entering into the letter of intent ("LOI") with Calyx, the Company has been conducting
due diligence on Calyx, which is progressing well. The Company wishes to provide further information on the terms of the
acquisition. Consideration for the transaction will be US$1,850,000 of which US$400,000 will be payable in the form of common
shares ("Common Shares"), US$500,000 will be in the form of cash, and US$950,000 will be payable six months after
closing ("Post-Closing Consideration") in the form of cash or common shares, at the discretion of Calyx.
Nutritional High will also pay to the Calyx vendors up to US$600,000 as a performance earn-out over two years based on meeting
certain predetermined revenue targets. The Common Shares issued to the Calyx vendors at closing will be issued at a price
that is lower of: (i) CAD$0.255; or (ii) the price at which the Nutritional High shares trade on the Canadian Securities Exchange
on the day that is three trading days prior to the Closing Date.
If, prior to the closing date the Sellers elect to receive Post-Closing Consideration in Common Shares, the
Common Shares shall be issued at a price of CAD$0.255, and if the Sellers elect to receive Post-Closing Consideration in shares
after the Closing Date the Common Shares shall be issued at the price at which the Shares close on the Canadian Securities Exchange
on the day that is three days prior to the Post-Closing Consideration payment date.
Termination of Agreement to Purchase Licenses in Nevada, Capital to be Redeployed to
California
The Company has terminated its agreement to purchase the provisional producer and processor licenses (the
"Licenses") in Henderson, Nevada and a real estate property (the "Property") to which the
Licenses are attached (please see press release dated January 25, 2017). Given opportunities developing in California for the
Company to acquire existing and cash-flowing brands, management has decided to redeploy the significant resources earmarked to
acquire and build the Henderson, Nevada, facility to other more imminent opportunities. The Company continues to explore
efforts to enter the Nevada market on a "capital-light" brand licensing or contract manufacturing basis. In that regard, the
Company is currently engaged in discussions with potential licensed operators with a view towards structuring a partnership in due
course.
The Company's management believes that re-deploying the funds into opportunities that are currently generating
cash, as a part of the roll-up strategy, will result in a more immediate impact to creating shareholder value.
Jim Frazier, CEO of Nutritional High comments: "Nevada is certainly still on our radar as a high- growth market.
We will, in due course, enter the market with our premium brands of extract and infused products. We believe that seeking out
less capital-intensive alternatives to penetrate the market offers the Company a superior path forward to create value for
shareholders."
About Nutritional High International Inc.
Nutritional High is focused on developing, manufacturing and distributing premium and consistently dosed
products in the cannabis-infused products industry, 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+ 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. 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.
