SOURCE: US Highland, Inc.

November 23, 2015 16:14 ET

US Highland, Inc. Reduces Number of Outstanding Common Shares by More Than 25%

DALLAS, TX--(Marketwired - Nov 23, 2015) -  US Highland, Inc. (OTC PINK: UHLN) ("US Highland" or the "Company") is pleased to announce that it has completed a share exchange with one of the Company's principal shareholders, resulting in a reduction of the Company's outstanding shares of common stock by more than 25%.

Pursuant to a share exchange agreement with the principal shareholder, the shareholder exchanged 20,000,000 shares of the Company's common stock for an aggregate of 5,000 shares of the Company's Series B Convertible Preferred Stock. The Company retired the exchanged common stock and the shares are deemed to be treasury stock.

Prior to the exchange, the shareholder held a total of 22,666,667 shares of the Company's 78,162,669 then issued and outstanding shares of common stock, which represented approximately 29.0% of the common stock outstanding at such time. As a result of the exchange and the Company's retirement of the exchanged common shares, the shareholder's reduced ownership of 2,666,667 shares now represents approximately 4.6% of the 58,162,669 shares of the Company's common stock outstanding. 

Each share of Series B Convertible Preferred Stock has the voting equivalency of 4,000 shares of common Stock and can be converted, at the holder's option, into 4,000 fully-paid and non-assessable shares of Common Stock; provided, however, that the stockholder may not convert any Series B Convertible Preferred Stock if such conversion would cause the stockholder or any of its assignees to beneficially own more than 4.99% of the Company's common stock.

Deborah Engles, US Highland's Interim CFO, commented, "We are very pleased to have been able to work in conjunction with one of our largest shareholders to continue strengthening the Company's share structure and balance sheet. As a result of reducing the total number of outstanding common shares by over 25%, we believe we are now better positioned to execute our current growth strategy, make potential acquisitions, and maximize shareholder value going forward."

About U.S. Highland, Inc.

US Highland, Inc. (UHLN) is a diversified product development, sales, marketing company. US Highland leverages its core management expertise and experience to work with emerging brands, products, and concepts to launch into the US marketplace. US Highland's services include third party logistics, sales/marketing, product strategy and product development.


The foregoing contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. We intend for these forward-looking statements to be covered by the safe harbor provisions of the federal securities laws relating to forward-looking statements. These forward-looking statements include statements relating to, or representing management's beliefs about, our future transactions, strategies, operations, events and financial results. Such forward-looking statements often contain words such as "will," "anticipate," "believe," "plan," "estimate," "expect," "intend," "is targeting," "may," "should" and other similar words or expressions. Forward-looking statements are made based upon management's current expectations and beliefs and are not guarantees of future performance. Our actual business, financial condition or results of operations may differ materially from those suggested by forward-looking statements as a result of risks and uncertainties which include, among others, those risks and uncertainties described in any of our other filings with the SEC. Certain other factors which may impact our business, financial condition or results of operations or which may cause actual results to differ from such forward-looking statements are discussed or included in our periodic reports filed with the SEC and are available on our website at under "Investor Info." You are urged to carefully consider all such factors. We do not undertake or plan to update or revise forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections, or other circumstances occurring after the date of this news release, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. If we make any future public statements or disclosures which modify or impact any of the forward-looking statements contained in or accompanying this news release, such statements or disclosures will be deemed to modify or supersede such statements in this news release.

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