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Nutritional High Announces Approval of the Proposed Amendments to the 10% Senior Unsecured Convertible Debentures and Extension of the Term of the 12% Senior Secured Convertible Debentures

Newsfile Corp.
·6 min read

Toronto, Ontario--(Newsfile Corp. - October 9, 2020) - Nutritional High International Inc. (CSE: EAT) ("Nutritional High" or the "Company") is pleased to announce that the Company has received approval for the proposed amendments to the 10% senior unsecured convertible debentures (the "10% Debentures") described in the management information circular dated September 17, 2020.

In addition, the Company announces that the major holder of the 12% Senior Secured Convertible Debentures ("12% Debentures") has agreed to support an extension of the maturity date of the 12% Debentures by one year to August 3, 2022. The 12% Debentures will also be amended to provide for the immediate payment of 50% of the remaining interest due to maturity in common shares at a deemed issue price of $.02 per share. The balance of the interest on the 12% Debentures, which would have accrued to the end of the new term, will be added to the principal, payable at maturity or upon conversion. This change is subject to the parties entering into a formal agreement.

10% Debenture Meeting and Notice
At the meeting of the holders of the 10% Debentures, held yesterday, the debentureholders voted in favor of the amendment to the conversion price of the Debentures to $.02 subject to approval by the Canadian Securities Exchange. The amendment approved today also provides for forced conversion of the 10% Debentures subject to 15 days' notice period.

The Company is today providing notification under the amended Section 6.7 of the indenture governing the 10% Debentures that the Company will convert the 10% Debentures effective October 28, 2020. On this date the Company will issue 379,150,000 common shares in satisfaction of the outstanding $7,583,000 owing to the holders of the 10% Debentures plus that number of shares representing interest up to the date of conversion.

As part of the approved amendment to the 10% Debentures, 50% of the common shares issued upon conversion will be placed in escrow for six months subject to early release in whole or part at the discretion of the Company. As such, on October 28, 2020 the Company will issue to holders of the 10% Debentures, 189,575,000 shares plus that number of shares representing interest up to the date of conversion. The remaining 189,575,000 shares will be held in escrow to be distributed to holders of the 10% Debentures on or before April 28, 2021.

"We are pleased that both our secured and unsecured debentureholders have supported us in this critical step of our strategic review," commented John Durfy, CEO of Nutritional High. "With the conversion of the 10% Debentures, the Company has eliminated $7.6 million in debt and extended the maturity by one year on $3.8 million in debt thereby improving our capital structure and our ability to grow both organically and through acquisitions."

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 is awaiting regulatory approval.

The Company also distributes products through its wholly owned distributor Calyx Brands Inc. The Company signed an agreement to sell Calyx.

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.
888-262-4645
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 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 receipt of applicable approvals. 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/65614