TORONTO, ONTARIO– SPLIF, EAT, (Marketwired – Dec 28, 2016) – Nutritional High International Inc. (the “Company” or “Nutritional High”) (CSE:EAT)(CSE:EAT.CN)(OTCQB:SPLIF)(FRANKFURT:2NU) is pleased to announce two key developments relating to Aura Health Corp. (“AHC”). AHC is a private company that is partially owned by Nutritional High, focused on development and acquisition of marijuana health clinics in the United States (please see press releases dated November 11, 2016 and November 17, 2016).
Acquisition of the Second Clinic
Through its subsidiaries, AHC has made a 50% deposit to acquire a 30% investment interest in its second clinic, to be opened in a busy retail district in Mesa, Arizona. The transaction will close on or before January 31, with the doors expected to open in February 2017. The clinic will be operated by Sun Valley Certifications Clinics Holdings, LLC. As with other such investments, AHC has an Option to acquire 51% ownership of the Clinic within 18 months of the initial investment. In November 2010, voters passed the Arizona Medical Marijuana Act (“AMMA“), also known as Proposition 203, designating Arizona Department of Health Services (“ADHS“) to administer the medical marijuana program in the State. According to ADHS annual report, in 2015 there were a total of 77,639 Qualifying Patients in the state, which is approximately 1.2% of the total state population. There are a total of 14 qualifying conditions, which includes: cancer, Hepatitis C, cachexia, seizures, glaucoma, sclerosis, Alzheimer’s, severe and chronic pain, muscle spasms, HIV, AIDS, Crohn’s disease, nausea, and post-traumatic stress disorder.
Closing of Financing
The Company is also pleased to announce that AHC has closed a private placement (the “Offering“), consisting of 6,550,000 units (“Units“) at a price of $0.10 per Unit to raise aggregate gross proceeds of $655,000. Each Unit consists of one Common Share and one-half of one share purchase warrant (each whole warrant, a “Warrant“). Each Warrant entitles the holder thereof to purchase one Common Share at a price of $0.15 per Common Share for a period of 12 months after the closing date. The net proceeds of the Offering will be used to for expansion of AHC’s footprint in other US states and general working capital purposes.
All securities issued in connection with the Offering are subject to hold periods in accordance with applicable securities laws. Foundation Markets Inc. acted as the lead finder for the Offering. A cash fee was paid to finders representing 8% of the gross proceeds raised in the Offering. Additionally, finders received that number of compensation options (“Compensation Options“) totaling 8% of the number of Units sold pursuant to the Offering. The Compensation Options are exercisable at a price of $0.10 per Unit for a period of 24 months after the closing of the Offering.
The raise brings the total outstanding number of common shares in the capital of AHC to 16,550,000, of which approximately 24% is owned by Nutritional High.
About Aura Health Corp. and Green Global Properties Inc.
Since June 2016, AHC and its subsidiaries has been involved in the development and acquisition of marijuana health clinics in the United States. The medical health clinics test prospective patients, and where such patients are found to have one of the qualifying medical conditions, the clinics issue medical-use certificates.
AHC owns 30% interest in a clinic in Las Vegas, NV and a 30% interest in a clinic being launched in Mesa, AZ. AHC also has the option to increase its ownership interest in these clinics to 51% and to acquire up to 51% interest in 8 additional clinics being launched by Sun Valley Holdings (“Sun Valley“), a private company based in Phoenix, Arizona, which also operates three wholly owned clinics in Arizona and is the largest clinic owner and operator in the state of Arizona.
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+.
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, repayment of the Loan by AHC, as guaranteed by Green Global, completing the acquisition of the applicable real estate, completing the acquisition of the clinics with Sun Valley, dividending of the common shares of AHC controlled by the Company to the shareholders of Nutritional High, 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. 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.
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.