TORONTO, ONTARIO, May 03, 2017 (Marketwired via COMTEX) — TORONTO, ONTARIO–(Marketwired – May 3, 2017) – Nutritional High International Inc. (the “Company” or “Nutritional High”) (cse:EAT)(cse:EAT.CN)(otcqb:SPLIF)(frankfurt:2NU) is pleased to announce that Aura Health Corp. (“AHC”), in which the Company holds a 17% interest, has closed a financing of unsecured subordinated convertible debentures (“Debentures”) for gross proceeds of $300,000 (“Principal Amount”). The conversion price is the lower of: (i) $0.60 per Unit, or (ii) the price equal to 75% of the financing price for a transaction where AHC securities list on a stock exchange.

At present, Nutritional High owns 2,710,707 common shares of AHC and holds a convertible debenture in the amount of US $120,000 (equivalent to CAD $161,616.16), convertible at CAD $0.05 into 3,232,320 common shares of AHC and 1,616,160 share purchase warrants exercisable at a price of CAD $0.075 per common share.

David Posner, Chairman of Nutritional High, commented: “We are encouraged by the progress Aura Health is making towards becoming a leader in the marijuana health clinic space. The closing of this financing will enable continued market penetration and bolsters our view that Aura will be a tremendously valuable strategic partner going forward. The progress being made by AHC also adds significant unrealized value appreciation on our balance sheet.”


Debenture Financing Terms:

The Debentures mature on April 20, 2019 (the “Maturity Date”), and carry an interest rate of 12% per annum. The interest shall accrue and be payable on the Maturity Date. Upon the occurrence of a liquidity event, the Principal Amount and any accrued and unpaid interest shall automatically convert into units of AHC (“Units”), with each Unit being comprised of one common share of AHC (each, a “Unit Share”) and one-half of one common share purchase warrant (each whole warrant, a “Unit Warrant”). Each Unit Warrant shall entitle the holder to acquire one further common share of AHC (each, a “Warrant Share”) at a price equal to $1.00 per Warrant Share (or such higher price as regulatory authorities shall require), expiring 12 months from the date of conversion.

In addition, finders’ fees were payable on a portion of the gross proceeds at a rate of 8% of the principal amount. 20,000 broker warrants were issued at $1.00 per share for a period ending on the earlier of (i) 12 months from liquidity event, and (ii) April 20, 2019.

About Aura Health Corp.

Since June 2016, AHC and its subsidiaries have been involved in the development and acquisition of marijuana health clinics in the United States. The medical health clinics test prospective patients, and where such patients are found to have one of the qualifying medical conditions, the clinics apply to the State on behalf of the patient for a medical-use certificate.

AHC owns 30% interest in clinics in each of Las Vegas, NV, Mesa, AZ and Tucson, AZ. AHC also has the option to increase its ownership interest in these clinics to 51% and to acquire up to 51% interest in seven additional clinics being launched by Sun Valley Holdings (“Sun Valley”), a private company based in Phoenix, Arizona, which also operates three wholly-owned clinics in Arizona and is the largest clinic owner and operator in the state of Arizona.