Nutritional High International Inc.
CSE : EAT
CSE : EAT.CN
OTCQB : SPLIF
FRANKFURT : 2NU

Nutritional High International Inc.

May 03, 2017 14:55 ET

Nutritional High Announces an Update in Respect to Aura Health Corp

TORONTO, ONTARIO--(Marketwired - May 3, 2017) - Nutritional High International Inc. (the "Company" or "Nutritional High") (CSE:EAT)(CSE:EAT.CN)(OTCQB:SPLIF)(FRANKFURT:2NU) is pleased to announce that Aura Health Corp. ("AHC"), in which the Company holds a 17% interest, has closed a financing of unsecured subordinated convertible debentures ("Debentures") for gross proceeds of $300,000 ("Principal Amount"). The conversion price is the lower of: (i) $0.60 per Unit, or (ii) the price equal to 75% of the financing price for a transaction where AHC securities list on a stock exchange.

At present, Nutritional High owns 2,710,707 common shares of AHC and holds a convertible debenture in the amount of US $120,000 (equivalent to CAD $161,616.16), convertible at CAD $0.05 into 3,232,320 common shares of AHC and 1,616,160 share purchase warrants exercisable at a price of CAD $0.075 per common share.

David Posner, Chairman of Nutritional High, commented: "We are encouraged by the progress Aura Health is making towards becoming a leader in the marijuana health clinic space. The closing of this financing will enable continued market penetration and bolsters our view that Aura will be a tremendously valuable strategic partner going forward. The progress being made by AHC also adds significant unrealized value appreciation on our balance sheet."

Debenture Financing Terms:

The Debentures mature on April 20, 2019 (the "Maturity Date"), and carry an interest rate of 12% per annum. The interest shall accrue and be payable on the Maturity Date. Upon the occurrence of a liquidity event, the Principal Amount and any accrued and unpaid interest shall automatically convert into units of AHC ("Units"), with each Unit being comprised of one common share of AHC (each, a "Unit Share") and one-half of one common share purchase warrant (each whole warrant, a "Unit Warrant"). Each Unit Warrant shall entitle the holder to acquire one further common share of AHC (each, a "Warrant Share") at a price equal to $1.00 per Warrant Share (or such higher price as regulatory authorities shall require), expiring 12 months from the date of conversion.

In addition, finders' fees were payable on a portion of the gross proceeds at a rate of 8% of the principal amount. 20,000 broker warrants were issued at $1.00 per share for a period ending on the earlier of (i) 12 months from liquidity event, and (ii) April 20, 2019.

About Aura Health Corp.

Since June 2016, AHC and its subsidiaries have been involved in the development and acquisition of marijuana health clinics in the United States. The medical health clinics test prospective patients, and where such patients are found to have one of the qualifying medical conditions, the clinics apply to the State on behalf of the patient for a medical-use certificate.

AHC owns 30% interest in clinics in each of Las Vegas, NV, Mesa, AZ and Tucson, AZ. AHC also has the option to increase its ownership interest in these clinics to 51% and to acquire up to 51% interest in seven additional clinics being launched by Sun Valley Holdings ("Sun Valley"), a private company based in Phoenix, Arizona, which also operates three wholly-owned clinics in Arizona and is the largest clinic owner and operator in the state of Arizona.

About Nutritional High International Inc.

Nutritional High is focused on developing, manufacturing and distributing products and nationally recognized brands in the hemp and marijuana-infused products industries, 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 Facebook, Twitter, Instagram and Google+ or visit www.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. Such statements include submission of the relevant documentation within the required timeframe and to the satisfaction of the relevant regulators, completing the acquisition of the applicable real estate and raising sufficient financing to complete the Company's business strategy. There is no certainty that any of these events will occur. 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.

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.

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