TORONTO, Jan. 03, 2019 (GLOBE NEWSWIRE) -- Nutritional High International ("Nutritional High"
or the "Company") (CSE: EAT, OTCQB: SPLIF, FRANKFURT:2NU) is pleased to announce that it has
entered into an Asset Purchase Agreement (the "Agreement"), as amended on December 26, 2018, between its wholly-owned Nevada
subsidiary (the "Subsidiary"), and a Washington limited liability company (the "Seller"), pursuant to which the Subsidiary will
acquire assets and certain IP brands from the Seller.
The purchase price of US$3,675,000, will be settled as follows:
- US$150,000 deposit (paid), which shall be refundable if closing does not occur;
- US$525,000 cash due on closing; and
- US$3,000,000 in common shares of the Company (the "Shares") to be issued as follows: US$2,000,000 in Shares upon closing,
US$500,000 in Shares on the date that is six months after closing, and US$500,000 in Shares on the date that is nine months after
closing. Subject to the policies of the CSE, the Shares will be issued based on a 20-day VWAP of the Shares prior to the
date of each issuance.
The Agreement supersedes the binding LOI that the Company entered on August 10, 2018 with the Seller. The
closing is subject to third party approvals which the Company expects to be forthcoming. More details will be provided once third
party approvals are secured and a closing date is determined.
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 with 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 through its wholly owned subsidiaries in California and Oregon, as well
as Colorado where its FLÏ™ 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, Instagram and Google+ or visit www.nutritionalhigh.com.
For further information, please contact:
David Posner
Co-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 the transaction contemplated by the Agreement. Risks that may have an
impact on the ability for these events to be achieved include completion of receipt of applicable approvals and effective
integration of the assets following the completion of the transactions contemplated in the Agreement. 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.
