TORONTO, July 18, 2018 (GLOBE NEWSWIRE) -- Nutritional High International Inc. (the “Company”
or “Nutritional High”) (CSE:EAT) (OTCQB:SPLIF) (FRANKFURT:2NU) is pleased to announce their entry into a
Letter of Intent (“LOI”) to acquire a 51% interest in Bright Green Lights LLC, a California company d/b/a as
J:MEDS (“J:MEDS”). J:MEDS produces high quality cannabis-infused strain specific lozenges and sugar-free mints
distributed across California. The Company believes that the Company’s subsidiary Calyx Brands, Inc. (“Calyx”) can
significantly ramp up sales of J:MEDS products. Having commenced operations in 2005, J:MEDS is a pioneer of “microdosed” infused
products and is one of California’s longest operating and most respected edible companies.
Terms of the LOI are as follows (all figures in USD):
- The Company will pay USD$714,000 for a 51% interest in J: MEDS, of which, USD$200,000 is payable in cash and
USD$400,000 in common shares (the “Consideration Shares”), all payable at closing. The Consideration Shares will
be priced at the 30-day volume weighted average trading price (“VWAP”) of the Company’s common shares for the 30
trading days immediately preceding 3 business days before closing;
- The remaining USD$114,000 of the purchase price will be paid in cash upon successful revenue generation of
$250,000 per month for three consecutive months;
- The Company shall have the option to purchase the remaining 49% of the equity interest of J:MEDS, starting on the
24 month from closing and ending 36 months from closing, for an amount equal to 4 times the 12-month trailing EBITDA of J:MEDS
multiplied by 49%. Half of the purchase price will be payable in cash, and half in common shares of the Company priced at the
30-day VWAP immediately preceding the exercise of the option.
Intellectual Property:
Jeffrey Kolsky, Founder and Director of J:MEDS, was awarded a patent in 2014 for Medical cannabis lozenges and
compositions thereof (US 2016/0158298 A1), which patent will be transferred to J:MEDS. The patent is for “a method for optimizing
the therapeutic effects provided by CBD on the one hand, and the psychotropic effects provided by THC on the other hand, in a
sublingual medicament.”
The patent specifically notes the method to obtain “a concentrated extract of cannabis in which the
concentration of CBD is known and the concentration of THC is known … wherein the amount of CBD is as high as possible and where
the amount of THC is precisely controlled, forming lozenges, and administering the medicament.”
Jim Frazier, CEO of Nutritional High, commented, "We are very pleased to be acquiring J:MEDS, bringing another
dynamic California brand into our product portfolio. We see significant synergies in this transaction, as J:MEDS offers high
quality products and faces a capacity gap to meet current and future demand, which we will be able to bridge and scale up
significantly. Going forward we will continue to seek to acquire high quality assets and further implement our California strategy
to create additional value for our shareholders.”
About Nutritional High International Inc.
Nutritional High is focused on developing, manufacturing and distributing products and nationally recognized
brands in the marijuana-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. 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.
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 contains 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. Generally, forward-looking
information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is
expected”, “budget”, ”scheduled”, “estimated”, “forecasts”, “intends”, “anticipates” or “does not anticipate:, “believes”, “may
have implications” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”,
“would”, “might”, or “will be taken”, “occur”, or “be achieved”.
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.
