TORONTO, May well 21, 2019 (GLOBE NEWSWIRE) — Nutritional Higher International Inc. (“Nutritional High” or the “Company”) (CSE: Consume, OTCQB: SPLIF, FRANKFURT: 2NU) is pleased to announce it has entered into an agreement (the “Amending Agreement”) amending specific terms in its membership interest acquire agreement (“MIPA”) involving the Enterprise and Nevada-primarily based Green Therapeutics, LLC (“GT”) (as previously announced October 1, 2018).
The MIPA has been amended to exclude specific assets and accompanying intellectual house which have been not core to Nutritional Highs’ manufacturing and distribution focused company model, decreasing by 50% the acquire cost for its interest in GT. At closing, GT will hold its presently operating develop and manufacturing licenses, as effectively as a dispensary and distribution license authorizations not too long ago awarded. Closing is pending approval by Nevada State and municipal authorities, which approvals are anticipated in due course.
“We are quite pleased to have negotiated this spin-out of non-core assets, which mostly relate to flower cultivation,” commented CEO Jim Frazier. “By facilitating a sale of these assets, we continue our concentrate on manufacturing and distribution, and limit exposure to developing of cannabis flower, a sector which we think will continue to be commoditized. This improvement will enable us to concentrate our efforts on accelerating our planned rollout of Nutritional High’s edible and extract items in Nevada in the coming months, and launch of distribution operations in Nevada.”
Pursuant to the Amending Agreement, the acquire cost to obtain a 75% membership interest in GT has been lowered from USD $18 million to USD $9 million, permitting GT to divest 1 of its two develop licenses and 1 of its two manufacturing licenses to Australis Capital Inc., along with specific non-core brands marketed by GT in Nevada. Also excluded is the planned acquire of a parcel of land in North Las Vegas which had been intended for cannabis cultivation. The USD $9 million acquire cost will be paid as follows:
USD $three million invested in the GT company for expansion, sophisticated more than 18 months
Issuance of a quantity of prevalent shares of Nutritional Higher to the founding members of GT equal to USD $four million. The prevalent shares will be issued at a cost equal to the lesser of (a) USD $.27 per prevalent share or (b) the 20-day volume weighted typical cost (“VWAP”) of Nutritional Higher shares on the Canadian Securities Exchange, converted into USD on the day that is 3 company days prior to the closing date
Issuance of secured convertible promissory notes (the “Notes”) to the founding members of GT for an aggregate principal quantity of USD $2mm. The 1st USD $1mm of the Notes shall have a maturity date of 1 year from the date of issuance, and the remaining USD $1mm shall mature two years from the date of issuance. The Notes will be convertible into prevalent shares of Nutritional Higher at a cost that is the lesser of: (a) USD$.27 per Nutritional Higher share, or (b) the 20-day VWAP cost of NHI on the Canadian Securities Exchange, converted into USD on the day that is 3 (three) company days prior to the closing date.