Nutritional High Acquires 40% Ownership of Aura Health Corp.
TORONTO, ONTARIO–(Marketwired – Nov. 11, 2016) – Nutritional High International Inc. (the “Company” or “Nutritional High“) (CSE:EAT)(OTCQB:SPLIF)(CSE:EAT.CN)(CNSX:EAT)(FRANKFURT:2NU) is pleased to announce that it has entered into a letter agreement with Aura Health Corp. (“AHC”), a private company based in Ontario, and Green Global Properties Inc., a private company based in Delaware and wholly-owned subsidiary of AHC (the “Green Global“), pursuant to which the Company has acquired a control-block interest in AHC and has advanced a short term loan (the “Loan“) to AHC in the principal amount of US$120,000 (the “Principal Amount“), bearing 12% interest per annum. The Principal Amount and all accrued interest are due and payable on the second anniversary of the Loan (the “Maturity Date“).
CEO Jim Frazier stated: “This is our first step in to the Nevada market which has just approved adult use of marijuana. As we help Aura Health to develop its clinic business, we believe Aura will become an important partner in distribution of Nutritional High product in various key medical marijuana markets including Nevada and Florida, where additional clinics are planned. The exposure this relationship will provide for Nutritional High with medical marijuana patients will be an important component in our product distribution channel.”
At the Company’s option, the Loan and all accrued interest is convertible, on and after the first anniversary of the Loan, into units of AHC (the “Units“) at the conversion price equal to Cnd$0.05, with each Unit comprised of one (1) common share of AHC and one-half (1/2) of a common share purchase warrant of AHC (a “Warrant“), with each whole Warrant exercisable until the earlier of (a) five (5) years from the date of issuance or (b) two (2) years from the listing of the common shares of AHC on the Canadian Securities Exchange (the “Going Public Transaction“) into one (1) common share of AHC at the exercise price of Cnd$0.075 per common share of AHC. Prior to the first anniversary of the Loan, AHC has the right to repay the Loan and all accrued interest in full.
The repayment of the Loan is guaranteed by Green Global, which has pledged its right, title and interest to all current and future assets of the Guarantor, including its interest in Sun Valley (as defined below).
About Aura Health Corp. and Green Global Properties Inc.
AHC has been involved in the development and acquisition of marijuana health clinics in the United States. The medical health clinics test prospective patients, and where applicable and where it is legal to do so, issue medical-use certificates to qualifying patients in the United States.
AHC, through Green Global, is in the process of completing its first acquisition (the “First Acquisition“) of a 30% ownership interest in a recently opened clinic in Las Vegas, Nevada from Sun Valley Holdings (“Sun Valley“), a private company based in Phoenix, Arizona. Sun Valley currently operates three wholly owned clinics in Arizona and is the largest clinic owner and operator in the state of Arizona.
Green Global and Sun Valley have entered into an agreement, whereby AHC will have the option to acquire 51% ownership of 10 new clinics (including in Las Vegas) as they are opened in the next 24 to 36 months. Each acquisition is expected to occur in two phases, with the first phase consisting of US$100,000 being paid for a 30% interest with an 18-month option to acquire 21% more (for a total of 51%) for a second $100,000 payment. Sun Valley’s two clinics that have been operating for more than one year in Arizona have each achieved EBITDA in excess of $300,000 per year and are growing at more than 20% per year. Intended locations for new clinics include states that recently approved medical use of marihuana, including Florida, North Dakota and Arkansa, as well as states with pre-existing approvals for medical or recreational use, including Arizona, Nevada, Oregon and California.
Upon completion of the first acquisition by Green Global, AHC expects to complete a Going Public Transaction, whereby AHC will become an independent, publicly listed company. At that time, a portion of the common shares of AHC controlled by NHI are expected to be dividended to the shareholders of Nutritional High in a tax-free transaction.
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+.
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, repayment of the Loan by AHC, as guaranteed by Green Global, completing the acquisition of the applicable real estate, completing the acquisition of the clinics with Sun Valley, dividending of the common shares of AHC controlled by the Company to the shareholders of Nutritional High, 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. 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.
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.