Mr. Jim Frazier reports

NUTRITIONAL HIGH BOLSTERS ITS CALIFORNIA BRAND PORTFOLIO WITH LOI TO ACQUIRE LEADING CALIFORNIA EDIBLES COMPANY

Nutritional High International Inc. has entered into a letter of intent (LOI) to acquire a 51-per-cent interest in Bright Green Lights LLC, a California company doing business as J:MEDS. J:MEDS produces high-quality, cannabis-infused, strain-specific lozenges and sugar-free mints distributed across California. The company believes that its subsidiary, Calyx Brands Inc., can significantly ramp up sales of J:MEDS products. Having commenced operations in 2005, J:MEDS is a pioneer of microdosed-infused products and is one of California's longest-operating and most respected edible companies.

Terms of the LOI are as follows (all figures in U.S. dollars):

• The company will pay $714,000 for a 51-per-cent interest in J:MEDS. Of which, $200,000 is payable in cash and $400,000 in common shares (all payable at closing). The consideration shares will be priced at the 30-day volume-weighted average trading price (VWAP) of the company's common shares for the 30 trading days immediately preceding three business days before closing.
• The remaining $114,000 of the purchase price will be paid in cash upon successful revenue generation of $250,000 per month for three consecutive months.
• The company shall have the option to purchase the remaining 49 per cent of the equity interest of J:MEDS, starting on the 24th month from closing and ending 36 months from closing, for an amount equal to four times the 12-month trailing EBITDA (earnings before interest, taxes, depreciation and amortization) of J:MEDS multiplied by 49 per cent. Half of the purchase price will be payable in cash and half in common shares of the company priced at the 30-day VWAP immediately preceding the exercise of the option.

Intellectual property

Jeffrey Kolsky, founder and director of J:MEDS, was awarded a patent in 2014 for medical cannabis lozenges and compositions thereof (this patent will be transferred to J:MEDS). The patent is for a method for optimizing the therapeutic effects provided by CBD (cannabidiol) on the one hand and the psychotropic effects provided by THC (tetrahydrocannabinol) on the other hand in a sublingual medicament.

The patent specifically notes the method to obtain a concentrated extract of cannabis in which the concentration of CBD is known and the concentration of THC is known ... wherein the amount of CBD is as high as possible and where the amount of THC is precisely controlled, forming lozenges, and administering the medicament.

Jim Frazier, chief executive officer of Nutritional High International, commented: "We are very pleased to be acquiring J:MEDS, bringing another dynamic California brand into our product portfolio. We see significant synergies in this transaction, as J:MEDS offers high-quality products and faces a capacity gap to meet current and future demand, which we will be able to bridge and scale up significantly. Going forward, we will continue to seek to acquire high-quality assets and further implement our California strategy to create additional value for our shareholders."

About Nutritional High International Inc.

Nutritional High is focused on developing, manufacturing and distributing products under recognized brands in the cannabis products industry, with a specific focus on edibles and oil extracts for medical and adult recreational use. The company works exclusively through licensed facilities in jurisdictions where such activity is permitted and regulated by state law.

The company follows a vertically integrated model with a fully developed strategy for acquisitions in extraction, production, sales and distribution sectors of the cannabis industry. Nutritional High has brought its flagship FLI edibles and extracts product line from production to market in California through its wholly owned distributor, Calyx Brands Inc., and Colorado, where its products are manufactured by a licensed producer.

We seek Safe Harbor.