Nutritional High International Inc. (the “Company” or “Nutritional High”) (CSE:EAT) (OTCQB:SPLIF) (FRANKFURT:2NU) is pleased to announce that it has entered an amended and restated letter of intent with Lineage Grow Company (“Lineage”) dated February 1, 2018 (the “Restated LOI”), amending and restating the letter of intent entered into between Lineage and Nutritional High on February 22, 2017 as further amended on June 30, 2017 (the “LOI”) setting forth the proposed transactions Lineage wishes to undertake in the United States with the assistance of Nutritional High to develop its marijuana related operations. The proposed transactions were originally announced in a joint press release dated February 28, 2017. Pursuant to the Restated LOI, the proposed transactions have been revised as follows:
- The proposed transactions set out in the Restated LOI will be structured such that Nutritional High will assist Lineage to enter into a strategic partnership with Mt. Baker Greeneries LLC (“Mt. Baker”) in the State of Washington. Upon the completion of the Pueblo Joint Venture (as defined below), Lineage will issue to Nutritional High 400,000 common shares of Lineage (“Lineage Shares”) at $0.25 per share as partial consideration for introducing Mt. Baker to Lineage.
- The proposed transactions will also include Lineage entering into a joint venture (the “Pueblo Joint Venture”) with Nutritional High and Palo Verde, LLC (“Palo Verde”) by entering into a series of agreements with Nutritional High and Palo Verde in connection with the expansion of Nutritional High’s marijuana facility located in Pueblo, Colorado, which is currently leased to Palo Verde, and the provision of loan facility and services by Lineage to Palo Verde. Upon the completion of the Pueblo Joint Venture, Lineage will issue to Nutritional High 100,000 Lineage Shares at $0.25 per share as partial consideration for providing consulting services to Lineage in preparation for entering into the Pueblo Joint Venture. The target completion date for the proposed Pueblo Joint Venture have been postponed to December 31, 2018.
- Nutritional High will enter into a put option agreement (the “Put Option Agreement”) to purchase up to $2.5 million of principal amount of Convertible Debentures of Lineage (“Convertible Debentures”) issued in May 2017. See “Put Option Agreement” below for more details.
- All sections of the LOI relating to the acquisition by Lineage of a Provisional Marijuana Cultivation License issued by the Nevada Division of Public and Behavioral Health and the acquisition of real property in Henderson, Nevada have been removed.
Put Option Agreement
Pursuant to the Restated LOI, Nutritional High will enter into the Put Option Agreement with KW Capital Partners Ltd. (“KW”), as agent for the holders of the Convertible Debentures, and Lineage, pursuant to which, in certain circumstances (set out below), Nutritional High would be obligated, at the election of KW, to purchase the Convertible Debentures at a price equal to the amount of all principal and accrued interest outstanding thereon. Nutritional High has agreed to enter into the Put Option Agreement in consideration for:
- The issuance to Nutritional High of 1,250,000 Lineage Shares at $0.25 per share;
- $75,000 cash paid to Nutritional High in the form of 5% royalty on all revenue of Lineage paid on an installment basis with the balance of any amount owing and not yet paid by October 16, 2019, to be paid in a lump sum; and
- If Lineage acquires any dispensary in a state in which Nutritional High’s products are sold, Lineage shall purchase Nutritional High’s products to stock at least 20% of the dispensary’s shelf space per product category at a price equal to Nutritional High’s best regular wholesale price to Nutritional High’s customers in the state, subject to availability of supply.
Pursuant to the Put Option Agreement, the following circumstance would trigger the put option:
- Failure of Lineage to list the Lineage Shares on a stock exchange by February 28, 2018;
- The Lineage Shares trading at a price per share equal to less than 50% of the conversion price of the Convertible Debentures for 60 consecutive trading days after being listed on a stock exchange; or
- Failure by Lineage to either acquire an operating marijuana business or assisting Mt. Baker in commencing marijuana cultivation operations by June 30, 2018.
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.
For further information, please contact:
David Posner, Chairman of the Board
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. 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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