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NUTRITIONAL HIGH ADVANCES PSYCHEDELICS BUSINESS UNIT: CORPORATE UPDATE

Toronto, Ontario –February 10, 2021 – Nutritional High International Inc. (“Nutritional High” or the “Company”) (CSE: EAT) is pleased to provide an update on its psychedelics business unit. In August 2020 Nutritional High acquired 100% interest in Kruzo LLC through its wholly owned subsidiary Psychedelic…

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Toronto, Ontario –February 10, 2021 – Nutritional High International Inc. (“Nutritional High” or the “Company”) (CSE: EAT) is pleased to provide an update on its psychedelics business unit. In August 2020 Nutritional High acquired 100% interest in Kruzo LLC through its wholly owned subsidiary Psychedelic Science Corp. (“PSC”). Alongside completing a number of corporate initiatives and pursuing acquisitions of OutCo Labs Inc. and Palo Verde LLC, the Company has also been advancing its strategy to capitalize on the opportunities in the psychedelics market.

 

The following is an update of current research and development initiatives including the recent engagement of a contract research organization as well as an update of the go-to-market strategy.

 

Research and Development Update

PSC’s research team has been gathering information (including past studies, as well as anecdotal evidence) regarding the use of cacti for treatment of various ailments, the dosage for consumption and various strains that have been used in the past. The team has identified the following genera of cacti that are going to be of focus in PSC’s ongoing research and development efforts:

Lophophora Genus – includes Lophophora williamsii (also known as Peyote – with principal content of mescaline of 7%) and Lophophora diffusa (contains zero to trace amounts of mescaline; pellotine, whose psychoactive effects are comparatively minimal, is the principal alkaloid).

Echinopsis/Trichocereu pachanol – (also known as San Pedro cactus) has been used in South American traditional medicine dating over two thousand years. The plant is fast growing and can have mescaline content up to 4.7% of dry cactus weight.

Echinopsis/Trichocereus peruvianus – (also known as Peruvian Torch cactus is also a columnar species cactus that contains lower mescaline concentrations potentially 20 times less than E Echinopsis pachanoi.

Echinopsis/Trichocereus lageniormis – (also known as the Bolivian torch cactus) is a fast-growing columnar cactus from the high deserts of Bolivia. The plant contains a number of psychoactive alkaloids, in particular the well-studied chemical mescaline typically at levels lower than Echinopsis pachanoi.

In furtherance of its research and development initiatives, the Company is pleased to announce that PSC has entered into research services agreement with KGK Science Inc. (“KGK”). Pursuant to the agreement, KGK will provide PSC with research and development services in relation to mescaline and various types of cacti that contain psychoactive phenethylamine alkaloids. The services provided under the RSA will focus on three initial stages as follows:

Stage 1: USA and Canada Path-to-Market – assessment of the permissible regulatory route to market and assessment of the safety requirements for that route;

Stage 2: Gap Analysis – undertaking studies required to bridge the gap between what information is publicly available and what is needed to meet regulatory requirements. The studies include identity/chemical analyses, safety/toxicological studies and other specific requirements for Health Canada and United States Food and Drug Administration;

Stage 3: Toxicological Assessment – determining all of the major active ingredients in peyote and other psychedelic cacti, historical use, safety margin assessment, literature review of past pre-clinical and clinical studies, and potential interaction with pharmaceutical products.

Under the agreement, KGK with a focus on Canada and United States, while the Company’s partnership with Rangsit University will focus on PSC’s research and development efforts in Asia (please see the Company’s press releases dated June 24, 2020 and September 29, 2020).

Go-To-Market Strategy

Given the legal status of mescaline, peyote cactus and other psychedelic cacti, market direction will be dictated by the products that are permitted by applicable regulation in the jurisdictions where such products will be sold. PSC intends to determine the permissible path to market based on the research and development efforts of KGK, and the associated capital requirements.

Initially, PSC expects to pursue the nutraceutical market through the development of premium products based on the whole plant extract to compete in the emerging functional food market. These products will be based on the Peyote and San Pedro cacti focused on jurisdictions where regulations permit the manufacture and sale into the natural health product or dietary supplement markets. Establishing products in this area of legal ‘microdosing’ will provide PSC with an accelerated path to market.

In some instances, psychedelic cacti are exempt from regulation pursuant to federal, state and provincial regulations for use in First Nations and Native American jurisdictions. PSC will also investigate manufacturing products for use in First Nations and Native American jurisdictions where permitted by applicable rules and regulations.

As a longer-term strategy, PSC will seek partnership opportunities in the pharmaceutical market to identify and develop compounds with known activity and/or safety profiles from psychedelic cacti. This pharmaceutical path will focus on securing approval of US Food and Drug Administration for the treatment of diseases with high unmet medical needs through filing of Investigational New Drug and/or New Drug Applications. PSC will also take steps to file patent applications on processes and compounds to protect its future market share.

John Durfy, CEO of Nutritional High, commented – “We are very pleased with the advances of our science team in developing the path forward for Psychedelic Science Corp. The addition of KGK Science as a strategic consultant is sure to further advance our efforts and help our research and development take shape. Mescaline is widely known, with a history of use dating back to 3600s BC, but in modern times is one of the less pursued phenethylamines, mainly due to the regulatory complexity.”

 

Mr. Durfy continued: “We are pleased to report PSC’s advances achieved during a busy time for the Company as we completed our debt restructuring and proceed with our critical acquisitions of Outco and Palo Verde. We see the recent development in the psychedelics space as an opportunity to employ our regulatory and product development experience gained in the cannabis space to further create value for shareholders, while maintaining our primary focus on the US cannabis space.”

 

About Nutritional High International Inc.

 

Nutritional High is focused on developing and manufacturing branded products in the cannabis industry, with a specific focus on edibles and oil extracts for medical and adult recreational use. The Company works exclusively in jurisdictions where such activity is permitted and regulated by state law. Nutritional High has brought its flagship FLÏ™ edibles and vape product lines from production to market in various markets including Colorado where its award winning FLÏ™ products are manufactured by Palo Verde, LLC. The Company signed a purchase agreement for Palo Verde and on January 28, 2021, received conditional regulatory approval to close the acquisition.

The Company also owns Psychedelic Science which is working with KGK Science Inc. and Rangsit University in Thailand to conduct research and development of various cacti products targeted at the functional food pharmaceutical markets.

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:

Robert Wilson

Chief Financial Officer

Nutritional High International Inc.

416-666-4005

Email: rwilson@nutritionalhigh.com

Caution Regarding Forward-Looking Information:

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 include statements regarding: the development of products by PSC; the completion of the acquisition of Palo Verde LLC; the completion of the acquisition of OutCo; and the potential for additional synergistic acquisitions. 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. This forward-looking information reflects the Company’s current beliefs and is based on information currently available to the Company and on assumptions the Company believes are reasonable. These assumptions include, but are not limited to: the ability of the Company to successfully satisfy the conditions to closing the acquisitions of Palo Verde and OutCo,, the ability of the Company to successfully execute its business plans; legal changes relating to the cannabis industry proceeding as anticipated; and the Company’s continued response and ability to navigate the COVID-19 pandemic being consistent with, or better than, its ability and response to date.

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. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities; the actual results of the Company’s future operations; competition; changes in legislation affecting the Company; 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; the timing and availability of external financing on acceptable terms; lack of qualified, skilled labour or loss of key individuals; risks related to the COVID-19 pandemic including various recommendations, orders and measures of governmental authorities to try to limit the pandemic, including travel restrictions, border closures, non-essential business closures, service disruptions, quarantines, self-isolations, shelters-in-place and social distancing, disruptions to markets, economic activity, financing, supply chains and sales channels, and a deterioration of general economic conditions including a possible national or global recession; and a deterioration of financial markets that could limit the Company’s ability to obtain external financing.

A description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in the Company’s disclosure documents on the SEDAR website at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

Forward-looking information contained in this press release is expressly qualified by this cautionary statement. The forward-looking information contained in this press release represents the expectations of the Company as of the date of this press release and, accordingly, are subject to change after such date. However, the Company expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.

 

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NUTRITIONAL HIGH ANNOUNCES FINANCIAL RESULTS FOR THE FISCAL YEAR ENDING JULY 31, 2020

Toronto, Ontario – February 1, 2021 – Nutritional High International Inc. (“Nutritional High” or the “Company”) (CSE: EAT) is pleased to announce its financial results for the fiscal year ended July 31, 2020. Business Highlights: Q4 and Subsequent Events • As a result of the…

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Toronto, Ontario – February 1, 2021 – Nutritional High International Inc. (“Nutritional High” or the
“Company”) (CSE: EAT) is pleased to announce its financial results for the fiscal year ended July 31,
2020.
Business Highlights: Q4 and Subsequent Events
• As a result of the strategic review undertaken during the year, the Company implemented a number
of initiatives which reduced costs, eliminated unprofitable operations and restructured a number of
its obligations. The effect of such initiatives were realized during the fourth quarter of fiscal 2020
and subsequent to the Company’s July 31, 2020 year end.
• During the three months ended July 31, 2020 the effect of cost reductions were realized as operating
expenses reduced by 65% to $2.3 million.
• The most significant improvements to the balance sheet took place after the fiscal year end
including the following:
1. The elimination of over $8 million in debt through settlement of payables for common shares
and conversion of $7.6 million of convertible debentures;
2. The sale of Calyx Brands Inc. (“Calyx”) which eliminated $11.2 million in liabilities; and
3. Termination of the agreement to acquire Green Therapeutics (“GT”) and entering into an
agreement for the repayment of US$2.2 million in loans due to the Company upon closing of
the sale of GT to Australis Capital Inc. (“Australis”). If the sale of GT is completed, the
repayment of these loans will be in the form of Australis common shares at a valuation of
$0.20 per share. At the current market price for Australis shares, after recent note sales, the
value of the shares to be received upon repayment represents over $4 million.
• With the completion of the reorganization of the business and elimination of approximately $20
million in liabilities, management has focused on the growth of the business with the following
achievements which are expected to drive profitability and value creation for shareholders:
1. On August 14, 2020, the Company acquired all of the outstanding common shares of
Psychedelic Science Corp. (“PSC”) a company developing products and conducting research
in the emerging area of psychoactive therapy and wellness. The acquisition of PSC will allow
Nutritional High to broaden its focus to encompass other plant-based products in addition to
and in combination with cannabis.
2. On May 19, 2020, the Company announced that it has signed an agreement to purchase Palo
Verde LLC and on January 28, 2021 the Colorado Marijuana Enforcement Division (“MED”)
provided conditional approval for completion of this acquisition expected to close in March
2021.
3. On January 29, 2021 the Company announced that it has signed a binding letter agreement to
acquire California-based OutCo Labs Inc. (“OutCo”). OutCo specializes in manufacturing and

retailing premium quality cannabis flower and high margin extract products including award-
winning vape cartridges, tinctures, topicals, capsules and flower products which are sold under

in-house brands through wholly owned retail stores and third-party dispensary clients

throughout California. OutCo is an established operator in the California cannabis landscape
with annual run rate revenues of approximately USD $8.0 million.
Summary Income Statement
Year ended
July 31, 2020

Year ended
July 31, 2019
$ $
Total sales 12,338,061 23,608,410
Cost of goods sold (“COGS”) 9,550,928 18,127,382
Gross Profit 2,787,133 5,481,028
Operating Expenses 15,068,624 25,948,899
Other Items 8,972,883 6,203,200
Pre Tax Income (21,026,075) (26,552,125)
Net comprehensive Income (21,922,661) (27,358,172)
Loss per share (basic) (0.07) (0.09)
Loss per share (diluted) (0.07) (0.09)

Fiscal 2020 Financial Highlights
• Revenue during fiscal 2020 was $12.3 million compared with $23.6 million in 2019 reflecting the
reduction in distribution business at Calyx. As a result of the Company’s strategic review of the
business, Calyx was sold after the fiscal year end.
• Gross Profit during fiscal 2020 was $2.8 million or 22.5% of revenues which was in line with the
previous fiscal year at 23.2% which is reflective of the distribution business of Calyx.
• Operating costs declined by 42% from the prior year to $15 million as a result of reductions in
salaries and consulting fees, lower general and administrative expenses and lower inventory loss
and reserve.
• Expenses and charges included in Other Items were $9 million in 2020 compared with $6.2 million
the prior year. The higher level of Other Items was due to over $10 million in gains on sales or
settlements during fiscal 2019 which were not experienced in 2020. The Company recorded
impairments of intangibles and goodwill of $3.1 million during 2020 which represented a
significant reduction form $11.8 million in impairment charges during fiscal 2019.
• Total Assets as of July 31, 2020 was $6.7 million compared with $19.5 million at the corresponding
date of 2019. This reduction in total assets was due to lower receivables and inventory as a result
of the reduced level of business at Calyx. In addition, impairments of capital assets, intangibles
and goodwill contributed to the reduction of total assets.
• Total Liabilities increased to $28.6 million as at July 31, 2020, from $24.8 million during the same
period in 2019. The increase in liabilities was due to higher levels of payables and accrued
liabilities associated with Calyx as well as the addition of convertible debt incurred during the year.

Corporate Strategy
Nutritional High is focused on identifying, acquiring and developing high-value products and brands for its
cannabis infused edibles and oil extracts product lines sold into the medical and adult recreational markets.
In early 2020 Nutritional High undertook a strategic review of its business with two distinct areas of focus.
As a first step, management undertook a thorough review of assets and investments including distribution
and manufacturing operations with a view to cost reductions and re-deployment of resources on the
segments of the business most likely to achieve profitability in the short term. Secondly, the Company
undertook an overall reassessment of its liabilities including an immediate reduction in costs, sale or closure
of unprofitable operations, settlement of payables, renegotiation of lease agreements as well as repricing,
extending and conversion of debt.
As part of the strategic review process, it was determined that due to the significant amount of working
capital required to sustain the Company’s distribution business, Calyx Brands would be divested. Further,
consistent with the brand focused manufacturing strategy, Nutritional High will be focusing on the
production of branded products, returning the Company to its roots. To this end, the Company announced
that it will complete its acquisition of Palo Verde and it has signed a binding agreement to acquire 100% of
California-based OutCo.
Nutritional High’s redefined presence in it’s three primary states of California, Colorado and Oregon will
act as a foundation for potentially multiple bolt-on synergistic acquisitions in these markets over the
coming months. The Company’s strategy of maintaining financial discipline will be paramount as any
transaction will have to: 1. aide in operational efficiencies in manufacturing facilities through either
increasing under-utilized capacity or increasing capacity where needed 2. Provide additional branded
products where gaps have been identified. To ensure optimized execution, the Company plans to develop
centres of excellence for manufacturing, marketing, innovation and sales. Longer-term, Nutritional High
will selectively pursue acquisitions in states that have positive market and regulatory dynamics.
“It has been a difficult year for the Company as we undertook the reorganization of the business. These
steps, however were necessary to position the Company to be successful in its branded manufacturing
strategy” stated John Durfy, CEO of Nutritional High. “With a cleaner balance sheet, we are now able to
capitalize on our manufacturing strengths and focus on strategic opportunities such as OutCo to profitably
grow our business.”
Update on Management Cease Trade Order
As a result of a strategic review of Nutritional High undertaken over the past year, there was a change of
management and a corporate reorganization which resulted in a delay in the completion of the audit of the
financial statements for the year ended July 31, 2020. The late reporting of the annual statements has also
caused a delay in completion of the first quarter statement for the period ending October 31, 2020.
In anticipation of this delay, the Company applied for and was granted a Management Cease Trade Order
by the Ontario Securities Commission (“MCTO”). With the filing of the financial statements today, the
Company has met the deadline under the MCTO for the filing of its annual financial statement. The MCTO
also provided the Company until February 22, 2021 to file its first quarter statements which it expects to
meet.

About Nutritional High International Inc.
Nutritional High is focused on developing and manufacturing branded products in the cannabis industry,
with a specific focus on edibles and oil extracts for medical and adult recreational use. The Company works
exclusively in jurisdictions where such activity is permitted and regulated by state law. Nutritional High
has brought its flagship FLÏTM edibles and vape product lines from production to market in various markets
including Colorado where its award winning FLÏTM products are manufactured by Palo Verde, LLC. The
Company signed a purchase agreement for Palo Verde and on January 28, 2021, received conditional
regulatory approval to close the acquisition.
The Company also owns Psychedelic Science which is working with Rangsit University in Thailand to
consider the medical benefits of various psychedelic cacti.
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:
Robert Wilson
Chief Financial Officer
Nutritional High International Inc.
416-666-4005
Email: rwilson@nutritionalhigh.com
Caution Regarding Forward-Looking Information:
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 include statements regarding: the acquisition of PSC enabling the Company to broaden its focus; the
completion of the acquisition of Palo Verde LLC; the completion of the acquisition of OutCo; and the potential for
additional synergistic acquisitions. 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. This forward-
looking information reflects the Company’s current beliefs and is based on information currently available to the

Company and on assumptions the Company believes are reasonable. These assumptions include, but are not limited
to: the ability of the Company to successfully satisfy the conditions to closing the acquisitions of Palo Verde and
OutCo,, the ability of the Company to successfully execute its business plans; legal changes relating to the cannabis
industry proceeding as anticipated; and the Company’s continued response and ability to navigate the COVID-19
pandemic being consistent with, or better than, its ability and response to date.
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. Such risks and other factors may include, but are not limited
to: general business, economic, competitive, political and social uncertainties; general capital market conditions and
market prices for securities; the actual results of the Company’s future operations; competition; changes in legislation
affecting the Company; 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; the timing and availability of external financing
on acceptable terms; lack of qualified, skilled labour or loss of key individuals; risks related to the COVID-19
pandemic including various recommendations, orders and measures of governmental authorities to try to limit the
pandemic, including travel restrictions, border closures, non-essential business closures, service disruptions,
quarantines, self-isolations, shelters-in-place and social distancing, disruptions to markets, economic activity,
financing, supply chains and sales channels, and a deterioration of general economic conditions including a possible
national or global recession; and a deterioration of financial markets that could limit the Company’s ability to obtain
external financing.
A description of additional risk factors that may cause actual results to differ materially from forward-looking
information can be found in the Company’s disclosure documents on the SEDAR website at www.sedar.com. Although
the Company has attempted to identify important factors that could cause actual results to differ materially from those
contained in forward-looking information, there may be other factors that cause results not to be as anticipated,
estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Readers
are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue
reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon
which they are placed will occur. Such information, although considered reasonable by management at the time of
preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
Forward-looking information contained in this press release is expressly qualified by this cautionary statement. The
forward-looking information contained in this press release represents the expectations of the Company as of the date
of this press release and, accordingly, are subject to change after such date. However, the Company expressly
disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new
information, future events or otherwise, except as expressly required by applicable securities law.

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NUTRITIONAL HIGH PROVIDES AN UPDATE TO THE MANAGEMENT CEASE TRADE ORDER

Toronto, Ontario – January 28, 2020 – Nutritional High International Inc. (“Nutritional High” or the “Company”) (CSE: EAT, OTCQB: SPLIF) provides this bi-weekly default status report in accordance with National Policy 12-203 – Cease Trade Orders for Continuous Disclosure Defaults (“NP 12-203”). In the Corporation’s…

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Toronto, Ontario – January 28, 2020 – Nutritional High International Inc. (“Nutritional High” or
the “Company”) (CSE: EAT, OTCQB: SPLIF) provides this bi-weekly default status report in
accordance with National Policy 12-203 – Cease Trade Orders for Continuous Disclosure Defaults
(“NP 12-203”). In the Corporation’s initial default announcement of October 30, 2020 (the
“Default Notice”), the Corporation announced the delay in the filing of its audited annual financial
statements for the year ended July 31, 2020 (the “2020 Annual Financial Statements”) and
related management discussion and analysis and certifications (collectively, the “Annual Filings”)
by the prescribed filing deadline.
As previously announced in the Company’s December 1, 2020 press release of the Corporation,
the Corporation applied for and was granted a management cease trade order in respect of the
delayed Annual Filings (the “MCTO”) by the Ontario Securities Commission. The MCTO
prohibits the chief financial officer and the chief executive officer from trading in the Corporation’s
securities for so long as there are filings that are outstanding under applicable securities laws. The
MCTO does not affect the ability of the general investing public to trade in the Corporation’s listed
common shares.
The audit of the 2020 Annual Financial Statements is in progress and the Corporation continues to
expect to file the Annual Filings on February 1, 2021.
The Corporation confirms that since the Default Notice: (i) there is no material change to the
information set out in the Default Notice that has not been generally disclosed; (ii) there has been
no failure by the Corporation in fulfilling its stated intentions with respect to satisfying the
provisions of the alternative information guidelines set out in NP 12-203; (iii) there has not been
any other specified default by the Corporation under NP 12-203; and (iv) there is no other material
information concerning the affairs of the Corporation that has not been generally disclosed.
Furthermore, the Corporation anticipates that its interim financial statements for the three-month
period ended October 31, 2020, the accompanying management’s discussion and analysis and the
related CEO and CFO certifications will not be filed by the prescribed filing deadline and will be
filed on or before February 22, 2021.
The Corporation will continue to comply with the provisions of the alternative information
guidelines under NP 12-203 by issuing bi-weekly default status reports in the form of news releases
for so long as it remains in default of the filing requirements set out above.

.

About Nutritional High International Inc.
Nutritional High is focused on developing and manufacturing branded products in the cannabis
industry, with a specific focus on edibles and oil extracts for medical and adult recreational use.
The Company works exclusively in jurisdictions where such activity is permitted and regulated by
state law. Nutritional High has brought its flagship FLÏTM edibles and vape product lines from
production to market in various markets including Colorado where its award winning FLÏTM
products are manufactured by Palo Verde, LLC. The Company signed a purchase agreement for
Palo Verde and is awaiting regulatory approval.
The Company also owns Psychedelic Science which is working with Rangsit University in
Thailand to consider the medical benefits of various psychedelic cacti.

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:
Robert Wilson
Chief Financial Officer
Nutritional High International Inc.
416-666-4005
Email: rwilson@nutritionalhigh.com
Caution Regarding Forward-Looking Information:
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. Risks that may have an impact on the ability for these events to be achieved include
completion of the 2020 Filings. 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.

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NUTRITIONAL HIGH TO ACQUIRE CALIFORNIA VERTICALLY INTEGRATED CANNABIS OPERATOR OUTCO LABS

Toronto, Ontario – 1/29/2021 – Nutritional High International Inc. ("Nutritional High" or the "Company") (CSE: EAT) is pleased to announce that yesterday it has signed a binding letter agreement (the “Agreement”) to acquire 100% of California-based OutCo Labs Inc. (“OutCo”) (the “Transaction”). Founded in 2015,…

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Toronto, Ontario – 1/29/2021 – Nutritional High International Inc. ("Nutritional High" or the
"Company") (CSE: EAT) is pleased to announce that yesterday it has signed a binding letter
agreement (the “Agreement”) to acquire 100% of California-based OutCo Labs Inc. (“OutCo”)
(the “Transaction”). Founded in 2015, OutCo is a fully-vertically integrated, California-based
licensed cannabis producer.
OutCo specializes in manufacturing and retailing premium quality cannabis flower and high
margin extract products including award-winning vape cartridges, tinctures, topicals, capsules
and flower products which are sold under in-house brands through wholly owned retail stores
and 3 rd party dispensary clients throughout California. OutCo is an established operator in the
California cannabis landscape with annual run rate revenues of approx. USD $8.0 million. Led
by a team of innovative entrepreneurs and talented extraction and product manufacturing
professionals, OutCo operates a 15,000 sq. ft. vertically integrated cultivation, extraction, and
product manufacturing facility situated in El Cajon, California. The commercial-scale
manufacturing facility in El Cajon has excellent space and infrastructure to house an expanded
marijuana infused products (“MIPs”) manufacturing operation including the production of
edibles. In addition, OutCo owns and operates two of the five licensed dispensaries located in
unincorporated San Diego County as well as a cultivation operation in Mendocino County.

The California cannabis market remains the largest in the United States. According to BDS
Analytics, spending for legal cannabis use reached $3.2B in the state between January and
November 2020 and is projected to exceed $4B by 2022. It is anticipated that if the Transaction
is completed that OutCo will be the engine of growth for Nutritional High in California and will
serve as a platform to launch the Company’s proprietary brands across the state. OutCo’s deep
knowledge of the California market coupled with top tier expertise in product manufacturing,
sales, and marketing is expected to enable the proliferation of Nutritional High’s products
throughout California.

Transaction Highlights

 Accelerates Top-Line Growth, OutCo adds USD $8.0 million of annual run rate revenue
 Increased scale and broader access to capital
 Manufacturing and cultivation capacity will support the introduction of Nutritional
High’s full suite of branded products in California
 Top selling OutCo-branded products (Thrive and Outco) enhance premium brand
recognition
 Opportunity to manufacture and wholesale OutCo’s higher-margin branded products
across Colorado and Oregon
 Cost synergies in commercial execution, manufacturing operations and company-wide
G&A
Management Commentary
John Durfy, CEO of Nutritional High, commented – “This acquisition is transformative for
Nutritional High and will provide the Company with a platform to execute our expansion into
California. We’ve examined multiple entry-points to establish in-house production and robust
commercialization capabilities in California and this transaction checked every box. It is
expected to accelerate top-line growth, enable efficiencies across our operations through the
addition of OutCo’s highly skilled operating team and bring a pipeline of market and product
expansion potential that we expect to execute on over the next several years. We’re looking
forward to working closely with Lincoln Fish and his team to work on growth and optimization
initiatives together.”
Mr. Durfy continued, "We exited the distribution business in California with the goal of pivoting
into higher margin product manufacturing. This acquisition combined with yesterday’s
conditional regulatory approval in Colorado will help achieve that goal and offer significant
strategic value to our U.S. cannabis strategy. We’re eager to deploy Palo Verde’s technology
and expertise in cold ethanol extraction into California and OutCo’s product manufacturing
know-how will be instrumental in ramping up sales in Colorado and Oregon. California remains
the crown jewel of the U.S. market and we have secured our foothold as a player in that market.
OutCo has proven itself to be one of the top operators in California and we look forward to
welcoming OutCo's seasoned team to Nutritional High. Our redefined presence now in the three
primary states of California, Colorado and Oregon will act as a foundation for potentially
multiple bolt-on synergistic acquisitions in these markets over the coming months.”
Adam Szweras, Chairman of Nutritional High, commented – “This acquisition is a major step
towards our goal of repositioning Nutritional High back into the high margin segments of the
industry: extraction and manufacturing. This transaction is a testament to the execution
capability of the new management team in John Durfy and Rob Wilson and I look forward to
seeing them continue to grow the business in conjunction with Lincoln Fish, OutCo’s CEO, and
the rest of the OutCo C-level team who will be integrated as part of our leadership team.”
Lincoln Fish, CEO of OutCo added “We could not be more excited about becoming part of
Nutritional High. The new management is driving a remarkable turnaround and our combined
capabilities, together with some of the short-term strategic moves already in the works, will
make this one of the public companies in the US Cannabis space to watch in the coming weeks

and months. John Durfy is the right person to lead this charge and the OutCo team is the right
one to execute the plan in California and beyond.”

Transaction Details
Pursuant to the Agreement signed on January 28, 2021, Nutritional High will acquire 100% of
OutCo for total consideration of: (i) CAD $9.537 million payable in Nutritional High stock at a
deemed issue price of CAD $0.015 per share; (ii) the assumption of CAD $2.543 million of
OutCo’s liabilities; (iii) 42,386,667 common share purchase warrants of Nutritional High each
exercisable into one common share at a price of CAD $0.03 for a period of two years (the “A
Warrants”); (iv) 25,432,000 common share purchase warrants of Nutritional High each
exercisable into one common share at a price of CAD$0.05 for period of two years (the “B
Warrants”); and (v) additional consideration of up to US$3.0 million payable in Nutritional
High stock, upon completion of certain milestones.
Both the expiry date of the A Warrants and the B Warrants will be accelerated requiring exercise
within 60 days if the 10-day VWAP of Nutritional High shares is equal to or greater than CAD
$0.048 in the case of the A Warrants and CAD $0.08 in the case of the B Warrants. Issuance of
the A Warrants is subject to regulatory approval.
On closing of the Transaction, OutCo will be entitled to appoint one (1) director to the Board of
Nutritional High to be approved by both OutCo and Nutritional High. In addition, the Company
will appoint one (1) additional independent director to be approved by both parties.
The Nutritional High shares to be issued in connection with the Transaction will be subject to a
contractual escrow that will provide for the release of such shares over an eighteen (18) month
period with 25% being released on the date of issuance and 25% every six (6) months thereafter.
In connection with the Transaction, Nutritional High will enter into a lease agreement with East
Hill Properties LLC (“East Hill”) for the right to operate on East Hill’s licensed 1.0-acre outdoor
cultivation and licensed 12,000 square foot nursery in Mendocino, California.
The Transaction is subject to a number of conditions, including but not limited to, final due
diligence by the respective parties, execution of a definitive acquisition agreement (the
“Definitive Agreement”) which shall supersede the Agreement, receipt of applicable corporate
approvals, and other regulatory and/or governmental approval. There can be no assurance that
the Transaction will be completed as proposed or at all.
FMI Capital Advisory Inc. is acting as exclusive financial advisor to Nutritional High in
connection with the Transaction.
About Nutritional High International Inc.
Nutritional High is focused on developing and manufacturing branded products in the cannabis
industry, with a specific focus on edibles and oil extracts for medical and adult recreational use.
The Company works exclusively in jurisdictions where such activity is permitted and regulated

by state law. Nutritional High has brought its flagship FLÏ™ edibles and vape product lines from
production to market in various markets including Colorado where its award winning FLÏ™
products are manufactured by Palo Verde, LLC. The Company signed a purchase agreement for
Palo Verde and on Jan. 28 th 2021, received conditional Colorado regulatory approval. 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:
Robert Wilson
Chief Financial Officer
Nutritional High International Inc.
416-666-4005
Email: rwilson@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 include statements regarding the timing and ability to complete the Transaction on the terms described
herein; the Transaction serving as an engine of growth for the Company in California and a platform to launch the
Company's proprietary products across the state; the ability to achieve cost synergies; the impact on the Company's
top line growth; the ability to complete further synergistic acquisitions; the ability of OutCo to execute on its
strategy. 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. This forward-looking information
reflects the Company's current beliefs and is based on information currently available to the Company and on
assumptions the Company believes are reasonable. These assumptions include, but are not limited to: the ability of
the Company to successfully satisfy the conditions to closing the Transaction, the ability of OutCo and the Company
to successfully execute on their respective business plans; legal changes relating to the cannabis industry
proceeding as anticipated; and the Company's continued response and ability to navigate the COVID-19 pandemic
being consistent with, or better than, its ability and response to date.
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.  Such risks and other factors may
include, but are not limited to: general business, economic, competitive, political and social uncertainties; general
capital market conditions and market prices for securities; the actual results of the Company's future operations;
competition; changes in legislation affecting the Company; 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;
the timing and availability of external financing on acceptable terms; lack of qualified, skilled labour or loss of key
individuals; risks related to the COVID-19 pandemic including various recommendations, orders and measures of

governmental authorities to try to limit the pandemic, including travel restrictions, border closures, non-essential
business closures, service disruptions, quarantines, self-isolations, shelters-in-place and social distancing,
disruptions to markets, economic activity, financing, supply chains and sales channels, and a deterioration of
general economic conditions including a possible national or global recession; and a deterioration of financial
markets that could limit the Company’s ability to obtain external financing.
A description of additional risk factors that may cause actual results to differ materially from forward-looking
information can be found in the Company’s disclosure documents on the SEDAR website at www.sedar.com.
Although the Company has attempted to identify important factors that could cause actual results to differ
materially from those contained in forward-looking information, there may be other factors that cause results not to
be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking
information. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned
not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions
or expectations upon which they are placed will occur. Such information, although considered reasonable by
management at the time of preparation, may prove to be incorrect and actual results may differ materially from
those anticipated.
Forward-looking information contained in this press release is expressly qualified by this cautionary statement. The
forward-looking information contained in this press release represents the expectations of the Company as of the
date of this press release and, accordingly, are subject to change after such date. However, the Company expressly
disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of
new information, future events or otherwise, except as expressly required by applicable securities law.

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