Mr. David Posner reports

NUTRITIONAL HIGH TO ACQUIRE CONTROLLING INTEREST IN CANNABIS INFUSED EDIBLES PRODUCER SOLDAZE

Nutritional High International Inc. has entered into a letter of intent to purchase a controlling 51-per-cent interest in Tres Ojos Naturals LLC (doing business as SolDaze), a limited liability company from Santa Cruz, Calif. SolDaze produces cannabis-infused fruit snacks in California, which are distributed by the company's distributor, Calyx Distributions.

Transaction details

The company will purchase a 51-per-cent interest in SolDaze for total gross proceeds of $1.53-million (U.S.) ($2,028,565 (Canadian)), with an option to purchase the remaining 49-per-cent interest.

The purchase price comprises $450,000 (U.S.) ($596,637 (Canadian)), payable in cash with the balance payable through the issuance of common shares in the company, based upon the greater of either 30 cents per consideration share or consideration shares priced at the 20-day volume-weighted average trading price of the consideration shares for the 20 trading days immediately preceding three business days before closing.

The option shall be exercisable by the company between the 24th month after the date of closing and ending on the 36th month after the date of closing. Should the company choose to exercise the option, the company shall pay the sellers the value of six times the EBITDA (earnings before interest, taxes, depreciation and amortization) of SolDaze, in the form of either cash, consideration shares or a combination thereof at the time of closing.

Shawn Shelvin, chief executive officer of SolDaze, commented: "We are excited to have Nutritional High come aboard as this strengthens SolDaze's overall production, distribution and know-how in our value chain. We look forward to working with the team at Nutritional High and creating synergies moving forward."

Jim Frazier, CEO of Nutritional High, commented: "We are very pleased to be acquiring SolDaze and its innovative products. In making this acquisition, we are bringing yet another dynamic brand into our product portfolio. 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."

Veterans Capital Fund II LP -- Equipment sale and leaseback

The company is further pleased to announce it has completed the sale and leaseback financing of $370,570 (U.S.) with Veterans Capital Fund II LP of certain equipment located at its Pueblo, Colo., facility, of which Nutritional High is the landlord. In connection thereto, Nutritional High issued 132,346 common share purchase warrants to the buyer. Each warrant entitles the buyer to purchase one common share in the capital of the company at a price of 70 cents per common share for a period of 24 months from the date of issuance.

Termination of JMEDS acquisition

In connection with its press release dated Nov. 22, 2018, the company wishes to announce that it has agreed with Bright Green Lights LLC (doing business as JMEDS) to mutually terminate the agreement dated Nov. 21, 2018, whereby the company intended to acquire certain assets from JMEDS. The company will, instead, proceed to develop and launch cannabis-infused hard candy products under its FLI brand.

About Nutritional High International Inc.

Nutritional High develops, manufactures and distributes cannabis extracts and edible products under recognized brands for medical and adult recreational use. The company works exclusively with licensed facilities in jurisdictions where such activity is permitted and regulated by state law.

Nutritional High has brought its flagship FLI edibles and extracts product line from production to market through its wholly owned subsidiaries in California and Oregon, as well as Colorado, where its FLI products are manufactured by a third party licensed producer.

We seek Safe Harbor.