On November 14, 2017, the Company entered into a non-binding letter of intent (“LOI”) with the Borrower to purchase certain assets of the Borrower, which, on December 28, 2017, was amended to provide for the following:
|(i)||the Company agreed to loan the Borrower up to US$1,500,000 in working capital for a term of one (1) year bearing interest at a rate of 10%, compounded monthly and secured by certain assets of the Borrower and a personal guarantee by management of the Borrower (the “Principal Amount”). All loans were to be offset against the purchase price due on closing. In the event the Borrower and Nutritional High did not enter into a definitive agreement for the transaction outlined in the LOI, the first payment on the Principal Amount was to be due nineteen months from the date of the advance and payments were to be made in equal amounts over a five (5) year repayment term; and|
|(ii)||on closing, the Company was to have an option to purchase up to 100% of the Borrower, upon the Borrower having received final confirmation of license approval in Long Beach, California and the Company waiving all customary contingencies, for US$3,025,000 and to pay earn-out payments, for a maximum of US$4,000,000 upon achieving certain revenue targets payable in a combination of cash and common shares.|
The Company received a notice from the Borrower in June 2018 terminating the LOI (the “Termination Date”). As of the Termination Date, the Borrower borrowed an aggregate principal amount of approximately US$585,000 of which US$307,221 is evidenced by promissory notes (“Promissory Notes Balance”). The Promissory Notes Balance is due one year after the funds were advanced. As of the date hereof, the US$307,221 is due, and the Company has taken the position that the entire Principal Amount is due except US$50,000, which will become due on June 5, 2019.
The Company has issued demand letters to the Borrower and commenced an action for repayment against the Borrower and its principals on February 27, 2019.
In a communication to the Company’s legal representatives in June 2018, the Borrower threatened to file a claim against the Company in the amount of US$1.5 million arising from, among other things, harm they allege had been caused to their business. Similar to the previous communication, on May 17, 2019, the Borrower threatened to launch a counter-claim against the Company in the amount of at least US$1.5 million. The Company has not received any evidence supporting the damages alleged. The Company will vigorously continue to pursue repayment of funds owing by the Borrower.
About Nutritional High International Inc.
Nutritional High is focused on developing, manufacturing and distributing products under recognized brands in the cannabis products industry, with a specific focus on edibles and oil extracts for medical and adult recreational use. The Company works exclusively with licensed facilities in jurisdictions where such activity is permitted and regulated by state law.
The Company follows a vertically integrated model with a fully developed strategy for acquisitions in extraction, production, sales, and distribution sectors of the cannabis industry. Nutritional High has brought its flagship FLÏ™ edibles and extracts product line from production to market through its wholly owned subsidiaries in California and Oregon, as well as Colorado where its FLÏ™ products are manufactured by a third-party licensed producer. In California, the Company distributes its products and products manufactured by other leading producers through its wholly owned distributor Calyx Brands Inc. and is entering the Nevada, Washington State and Canadian markets in the near future.
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:
Co-Chairman of the Board
Nutritional High International Inc.
Director, Investor Relations
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. The statements relate to the ability of the Company to successfully recover the Promissory Notes Balance due or which may become due and the possibility that the Borrower may launch a counterclaim against the Company. 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.