Toronto, Ontario – November 12, 2021 – Nutritional High International Inc. (CSE: FUZN) (OTCQB: SPLIF) (the “Company”) announced today that its common shares remain halted pending the filing of articles of amendment to give effect to its name change from “Nutritional High International Inc.” to “High Fusion Inc.” (the “Name Change”), the reclassification of its common shares to “subordinate voting shares” (the “Share Reclassification”) and the creation of a new class of shares called “multiple voting shares”.
The Company has been unable to file the articles of amendment due to a technical issue with the Company’s access to Corporation Canada’s online filing platform. The Company is working to resolve the issue as quickly as possible.
Once the articles are filed the multiple voting shares will be nearly identical to the subordinate voting shares but for the fact that each multiple voting share will carry the right to ten votes per share and have the economic equivalent of ten subordinate voting shares. The multiple voting shares are being created in connection with the Company’s acquisition of substantially all the assets of OutCo Labs Inc. Pursuant to the acquisition, the multiple voting shares are being created in order to minimize the proportion of the outstanding voting securities of the Company that are held by “U.S. persons” for purposes of determining whether the Company is a “foreign private issuer” pursuant to United States securities laws. Further information about the Share Reclassification is available in the Company’s information circular dated August 17, 2021, which is available under the Company’s SEDAR profile at www.sedar.com.
The CUSIP number assigned to the subordinate voting shares following the Name Change and Share Reclassification will be: CUSIP 42967W102 (ISIN CA42967W1023).
In connection with the Name Change and Share Reclassification, the trading symbol for the subordinate voting shares trading on the Canadian Securities Exchange has been changed from “EAT” to “FUZN”.
About Nutritional High International Inc.
Nutritional High, to be rebranded High Fusion, is focused on developing and manufacturing branded products in the cannabis industry with a specific focus on flower, pro-rolls, vapes, edibles and oil extracts for medical and adult recreational use. The Company operates and controls licences in California, Colorado and Oregon.
Nutritional High has manufacturing, retail and grow operations in California through its acquisition of the business of OutCo, and owns and operates oil extraction and edible manufacturing facilities in Colorado and Oregon. The Company’s brand portfolio includes its award winning FLÏ™ edibles and vape product, along with a number of new brands including Red Octopus and Dubbi Brothers in addition to the OutCo and Thrive brands recently acquired.
The Company also owns Psychedelic Science which is taking steps to investigate the medical benefits of various psychedelic cacti. This division is working toward developing intellectual property for the treatment of diseases with high unmet medical needs.
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.
Nutritional High International Inc.
Robert Wilson, Chief Financial Officer
Neural Therapeutics Inc.
Ian Campbell, Chief Executive Officer
Caution Regarding Forward-Looking Information:
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 include statements regarding: the plans for the Company’s business including the assets acquired from OutCo, the potential catalysts for the OutCo assets, the Company’s plans for the Colorado and Oregon operations, developments within PSC, the possibility of future acquisitions and the timing of the proposed name and symbol change. 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. This forward-looking information reflects the Company’s current beliefs and is based on information currently available to the Company and on assumptions the Company believes are reasonable. These assumptions include, but are not limited to: the ability of the Company to successfully execute its business plans; legal changes relating to the cannabis industry proceeding as anticipated; and the Company’s continued response and ability to navigate the COVID-19 pandemic being consistent with, or better than, its ability and response to date.
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. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities; the actual results of the Company’s future operations; competition; cultivation yields; changes in legislation affecting the Company; obtaining and maintaining regulatory approvals including expected changes in unincorporated San Diego and Mendocino county approvals, 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; the timing and availability of external financing on acceptable terms; lack of qualified, skilled labour or loss of key individuals; risks related to the COVID-19 pandemic including various recommendations, orders and measures of governmental authorities to try to limit the pandemic, including travel restrictions, border closures, non-essential business closures, service disruptions, quarantines, self-isolations, shelters-in-place and social distancing, disruptions to markets, economic activity, financing, supply chains and sales channels, and a deterioration of general economic conditions including a possible national or global recession; and a deterioration of financial markets that could limit the Company’s ability to obtain external financing.
A description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in the Company’s disclosure documents on the SEDAR website at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
Forward-looking information contained in this press release is expressly qualified by this cautionary statement. The forward-looking information contained in this press release represents the expectations of the Company as of the date of this press release and, accordingly, are subject to change after such date. However, the Company expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.