TORONTO, January 29, 2019 — Nutritional High International Inc. (“Nutritional High” or the “Company”) (CSE: EAT, OTCQB: SPLIF, FRANKFURT: 2NU) is pleased to announce that is has entered into a letter of intent to purchase a controlling 51% interest in Tres Ojos Naturals, LLC d/b/a SolDaze (“SolDaze”), a limited liability company from Santa Cruz, California. SolDaze produces cannabis-infused fruit snacks in California which are distributed by the Company’s distributor, Calyx Distributions. For more information on SolDaze product lines, please see their website


Transaction Details

The Company will purchase a 51% interest in SolDaze for total gross proceeds of USD$1,530,000 (CAD$2,028,565) (the “Purchase Price”) with an option to purchase the remaining 49% interest (the “Option”).

The Purchase Price is comprised of USD$450,000 (CAD$596,637) payable in cash with the balance payable through the issuance of common shares in the Company (“Consideration Shares”) based upon the greater of either: (i) CDN$0.30 per Consideration Share; or (ii) Consideration Shares priced at the 20-day volume weighted average trading price (“VWAP”) of the Consideration Shares for the 20 trading days immediately preceding three (3) business days before closing.

The Option shall be exercisable by the Company between the 24th month after the date of closing and ending on the 36th month after the date of closing. Should the Company choose to exercise the Option, the Company shall pay the sellers the value of six (6) times the EBITDA of SolDaze, in the form of either cash, Considerations Shares or a combination thereof at the time of closing.

Shawn Shelvin, CEO of SolDaze, commented, “We are excited to have Nutritional High come aboard as this strengthens SolDaze’s overall production, distribution, and know-how in our value chain. We look forward to working with the team at Nutritional High and creating synergies moving forward.”

Jim Frazier, CEO of Nutritional High, commented, “We are very pleased to be acquiring SolDaze and its innovative products. In making this acquisition, we are bringing yet another dynamic brand into our product portfolio. Going forward we will continue to seek to acquire high-quality assets and further implement our California strategy to create additional value for our shareholders.”

Veterans Capital Fund II, LP – Equipment Sale & Leaseback

The Company is further pleased to announce it has completed the sale and leaseback financing of USD$370,570 with Veterans Capital Fund II, LP (the “Buyer”) of certain equipment located at its Pueblo, Colorado facility, of which Nutritional High is the landlord (the “Equipment”). In connection thereto, Nutritional High issued 132,346 common share purchase warrants (each, a “Warrant”) to the Buyer. each warrant entitles the Buyer to purchase one common share in the capital of the Company (a “Common Share”) at a price of $0.70 CDN per Common Shares for a period of 24 months from the date of issuance.

Termination of JMEDS Acquisition

In connection with its press release dated November 22, 2018, the Company wishes to announce that it has agreed with Bright Green Lights LLC d/b/a JMEDS (“JMEDS”) to mutually terminate the agreement dated November 21, 2018, whereby the Company intended to acquire certain assets from JMEDS. The Company will, instead, proceed to develop and launch cannabis infused hard candy products under its FLI brand.