Nutritional High International Inc. (the “Company” or “Nutritional High”) (CSE:EAT) (OTCQB:SPLIF) (FRANKFURT:2NU) is pleased to announce the closing of its previously announced brokered private placement (the “Offering”), consisting of $8,000,000 aggregate principal amount of convertible debenture units (the “Convertible Debenture Units”) at a price of $1,000 per Convertible Debenture Unit. The Offering was completed with Canaccord Genuity Corp. and Gravitas Securities Inc. as co-lead agents (collectively the “Agents”).

“We would like to thank the participants in this latest financing round and look forward to deploying further capital in Nevada, California, and Washington.” said Jim Frazier, CEO of Nutritional High.


Each Convertible Debenture Unit consists of $1,000 principal amount of 10.0% senior unsecured convertible debentures (the “Convertible Debentures”) and 1,667 common share purchase warrants (the “Warrants”) of the Company. Each Convertible Debenture is convertible into common shares of the Company (“Common Shares”) at the option of the holder at any time prior to the close of business on the earlier of: (i) the last business day immediately preceding March 15, 2021, and (ii) the date fixed for redemption, at a conversion price of $0.60 per Common Share (the “Conversion Price”). Each Warrant is exercisable to acquire one common share of the Company (a “Warrant Share”) for a period of 36 months following the Closing Date at an exercise price of $0.70 per Warrant Share, subject to adjustment in certain events.

All securities issued in connection with the Offering are subject to a four-month hold period from the date of issuance in accordance with applicable securities laws. In connection with the Offering and as compensation for their services, the Company paid the Agents a cash fee representing 8% of the gross proceeds raised in the Offering and were issued Convertible Debentures in the principal amount of $190,000 and 316,730 Warrants. In addition, the Agents received warrants (“Agents’ Warrants”) to acquire units of the Company that are exercisable at any time prior to March 15, 2020 to acquire that number of units of the Company (the “Agents’ Units”) which is equal to 8% of the number of Common Shares potentially issuable upon the conversion of the aggregate principal amount of Convertible Debentures sold under the Offering. Each Agents’ Warrant shall be exercisable into one Agents’ Unit at a price of $0.60 per Agents’ Unit. Each Agents’ Unit consists of one Common Share and one Warrant.

About Nutritional High International Inc.

Nutritional High is focused on developing, manufacturing and distributing premium and consistently dosed products in the cannabis-infused products industry, including edibles and oil extracts for nutritional, medical and adult recreational use. The Company works exclusively through licensed facilities in jurisdictions where such activity is permitted and regulated by state law.

For updates on the Company’s activities and highlights of the Company’s press releases and other media coverage, please follow Nutritional High on FacebookTwitterInstagram and Google+ or visit www.nutritionalhigh.com.

For further information, please contact:

David Posner

Chairman of the Board

Nutritional High International Inc.

647-985-6727

Email: dposner@nutritionalhigh.com

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. The statements relate to potential market expansion and the use of the proceeds of the Offering.  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.

Source: www.nasdaq.com

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