Toronto, Ontario–(November 6, 2020) – Nutritional High International Inc. (CSE: EAT) (OTC: SPLIF) (“Nutritional High” or the “Company“) is pleased to announce that it has closed the sale of NH Distribution California Inc. and Calyx Brands Inc. (“Calyx“) to DB12 LLC (“DB12“).
Calyx is a distributor of cannabis and cannabis derived products, which holds a Type 11 distribution license from the Bureau of Cannabis Control of the State of California, which permits distribution of medical and adult use cannabis, and cannabis products from manufacturers to dispensaries.
The sale of Calyx was a directive established by the Company as part of the strategic review process. With the closing of this transaction, Calyx will have a strategic partner who has an established source of flower product to supplement its product offering.
The closing of the sale of Calyx was completed with the satisfaction of closing conditions and an amendment to the August 7, 2020 Purchase Agreement (“Amendment”). In accordance with the Amendment, the Company has sold 100% interest in Calyx in exchange for the buyer assuming approximately $7.7 million in liabilities. In accordance with the Amendment, the Company will not retain any equity interest but will work with DB12 after closing to transition the state and local licences and permits.
“This sale will provide Calyx with capital and a new revenue sources to grow its business. NHI will maintain our relationship to achieve access to critical shelf space for our products in the California market,” said John Durfy CEO of Nutritional High. “With the successful completion of the Calyx sale together with recent payables and debt conversions we have eliminated over $16 million of liabilities from our balance sheet since our fiscal year on July 31, 2020. Although a painful process, we now look forward to building out our existing businesses through better execution and synergistic acquisitions.”
With the closing of the sale the Company will no longer consolidating the Calyx business into its financial statements.
About Nutritional High International Inc.
Nutritional High is focused on developing and manufacturing branded products in the cannabis industry, with a specific focus on edibles and oil extracts for medical and adult recreational use. The Company works exclusively in jurisdictions where such activity is permitted and regulated by state law. Nutritional High has brought its flagship FLÏ™ edibles and vape product lines from production to market in various markets including Colorado where its award winning FLÏ™ products are manufactured by Palo Verde, LLC. The Company signed a purchase agreement for Palo Verde and is awaiting regulatory approval.
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 and Instagram or visit www.nutritionalhigh.com.
For further information, please contact:
Chief Financial Officer
Nutritional High International Inc.
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. Risks that may have an impact on the ability for these events to be achieved include completion of due diligence, negotiation of definitive agreements and receipt of applicable approvals. 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.