Nutritional High Appoints Chris Ryan as VP, Acquisitions, Brand Development and Provides Corporate Update

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TORONTO, Nov. 28, 2017 (GLOBE NEWSWIRE) — Nutritional High International Inc. (the “Company” or “Nutritional High”) (CSE:EAT) (OTCQB:SPLIF) (FRANKFURT:2NU) is pleased to announce that it has appointed Chris Ryan as VP, Marketing and Sales. The Company also wishes to provide an update on the acquisition of Calyx Brands Inc. (“Calyx”) and on its strategy in the State of Nevada.

Appointment of Chris Ryan as VP, Acquisitions, Brand Development

Chris Ryan is a results-driven entrepreneur with 25 years diverse experience in hospitality, consumable goods manufacturing, tourism and education. Mr. Ryan began his career in sales and marketing at Molson Ontario Breweries and later went on to create, develop and operate seven hospitality establishments in Southwestern Ontario. He served as head of hospitality, procurement for the Canadian leg of the Red Bull Air Races.

Mr. Ryan has recently served as Director, Entrepreneurship and Innovation at St Clair College as well as fulfilling the role of Chief Operating Officer for startup craft brewer, Walkerville Brewery and Chief Operating Officer for newly formed regional destination marketing organization, Windsor Essex Pelee Island.

Jim Frazier, CEO of Nutritional High commented: “We’re pleased to welcome Mr. Ryan to the Nutritional High family and look forward to his contribution to our sales and marketing efforts. Integrating marketing and distribution is key in penetrating the legal cannabis markets and achieving new milestones as we continue to grow sales and expand our branded footprint. Mr. Ryan also brings valuable experience that he acquired during his time in the hospitality and alcohol industries that will be important in staying competitive as the cannabis industry landscape continues to evolve.”

Update on Calyx Acquisition

Since entering into the letter of intent (“LOI”) with Calyx, the Company has been conducting due diligence on Calyx, which is progressing well. The Company wishes to provide further information on the terms of the acquisition. Consideration for the transaction will be US$1,850,000 of which US$400,000 will be payable in the form of common shares (“Common Shares”), US$500,000 will be in the form of cash, and US$950,000 will be payable six months after closing (“Post-Closing Consideration”) in the form of cash or common shares, at the discretion of Calyx. Nutritional High will also pay to the Calyx vendors up to US$600,000 as a performance earn-out over two years based on meeting certain predetermined revenue targets. The Common Shares issued to the Calyx vendors at closing will be issued at a price that is lower of: (i) CAD$0.255; or (ii) the price at which the Nutritional High shares trade on the Canadian Securities Exchange on the day that is three trading days prior to the Closing Date.

If, prior to the closing date the Sellers elect to receive Post-Closing Consideration in Common Shares, the Common Shares shall be issued at a price of CAD$0.255, and if the Sellers elect to receive Post-Closing Consideration in shares after the Closing Date the Common Shares shall be issued at the price at which the Shares close on the Canadian Securities Exchange on the day that is three days prior to the Post-Closing Consideration payment date.

Termination of Agreement to Purchase Licenses in Nevada, Capital to be Redeployed to California

The Company has terminated its agreement to purchase the provisional producer and processor licenses (the “Licenses”) in Henderson, Nevada and a real estate property (the “Property”) to which the Licenses are attached (please see press release dated January 25, 2017). Given opportunities developing in California for the Company to acquire existing and cash-flowing brands, management has decided to redeploy the significant resources earmarked to acquire and build the Henderson, Nevada, facility to other more imminent opportunities. The Company continues to explore efforts to enter the Nevada market on a “capital-light” brand licensing or contract manufacturing basis. In that regard, the Company is currently engaged in discussions with potential licensed operators with a view towards structuring a partnership in due course.

The Company’s management believes that re-deploying the funds into opportunities that are currently generating cash, as a part of the roll-up strategy, will result in a more immediate impact to creating shareholder value.

Jim Frazier, CEO of Nutritional High comments: “Nevada is certainly still on our radar as a high- growth market. We will, in due course, enter the market with our premium brands of extract and infused products. We believe that seeking out less capital-intensive alternatives to penetrate the market offers the Company a superior path forward to create value for shareholders.”

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