TORONTO, May 01, 2019 (GLOBE NEWSWIRE) — Nutritional High International Inc. (“Nutritional High” or the “Company“) (CSE: EAT, OTCQB: SPLIF, FRANKFURT: 2NU) is pleased to announce that it has engaged Haywood Securities Inc (the “Lead Agent”) to act as lead agent and sole book runner, along with Foundation Markets Inc. (together with the Lead Agent, the “Agents”) to sell, by way of private placement, on a “reasonable efforts” agency basis (the “Offering”) up to 15,000,000 of units (the “Units”) of the Company at a price of $0.20 (the “Issue Price”) for aggregate gross proceeds of up to $3,000,000 (the “Offering”). Each Unit will consist of one common share in the capital of the Company (a “Common Share”) and one common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to acquire one Common Share (a “Warrant Share”) at a price of $0.30 for a period of 36 months from the date of closing of the Offering. The term of the Warrants is subject to an acceleration right, exercisable at any time at the option of the Company, in the event that the Common Shares trade at or above CAD $0.60 per Common Share for 20 consecutive trading days at any time after the date which is four months and one day from the Closing Date. The Company will provide Warrant holders with 30 days prior written notice of the accelerated Warrant expiry date.

The Company has agreed to grant the Agents an option (the “Agents’ Option”) to offer for sale up to an additional 15,000,000 Units (the “Additional Units”) at the Issue Price, by Haywood, on behalf of the Agents, providing notice to the Company at any time up to 48 hours prior to the Closing Date.

In connection with the Offering, the Agents will be paid a cash commission equal to 8% of the gross proceeds of the Offering (the “Cash Fee”). Upon closing, the Agents will also receive compensation options (each, a “Compensation Option”) in a number equal to 8% of the number of Units (the “Compensation Units”) sold under the Offering. Each Compensation Unit shall be comprised of one Common Share (a “Compensation Unit Share”, and one common share purchase warrant (each whole, a “Compensation Unit Warrant”). Each Compensation Unit Warrant shall entitle the holder thereof to acquire one Common share (a “Compensation Warrant Share”) at a price equal to the Issue Price for a period of 36 months from the date of closing of the Offering.

The Offering is subject to receipt of all necessary regulatory approvals, including the approval of the Canadian Securities Exchange. All securities issued pursuant to the Offering will be subject to a four month and one day hold period, from the date of closing, in accordance with applicable Canadian securities laws.

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.

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