nh corporate profile q1 2017 020617...song names of the legendary guitarist jimi hendrix. leadership...

Nutritional High International Inc. CSE:EAT OTCQB:SPLIF Frankfurt:2NU

Q1 2017

CORPORATE PROFILE

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http://nutritionalhigh.com





































































































Nutritional High International Inc.

Forward Looking Statements and Risk Disclosure

The information contained in this presentation does not purport to be all-inclusive or to contain all information that prospective investors may require. Prospective investors are encouraged to conduct their own analysis and reviews of the Company and of the information contained in this presentation. Prospective investors should read the entire preliminary and final prospectuses and consult their own professional advisors to assess their potential investment in the Company. The remarks contained in this presentation (“Presentation”) may contain forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) relating to the Company’s operations or to its business environment. These statements are identified by the use of forward-looking terminology such as “believes,” “plans,” “intend,” ”scheduled,” “potential,” “continue,” “estimates,” “hopes,” “goal,” “objective,” “expects,” “may,” “will,” “should” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, apply to forward-looking statements made by the Company. The reader is cautioned that no statements contained in Presentation should be construed as a guarantee or assurance of future performance or results. These forward-looking statements involve risks and uncertainties, including those identified within this Presentation. The actual results that the Company achieves may differ materially from any forward-looking statements due to such risks and uncertainties. These forward-looking statements are based on current expectations, and the Company assumes no obligation to update this information. Readers are urged to carefully review and consider the various disclosures made by the Company in it’s reports filed on SEDAR that attempt to advise interested parties of the risks and factors that may affect the Company’s business. The information in this current report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. The furnishing of the information in this Presentation is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this current report contains is material investor information that is not otherwise publicly available. This summary has been provided to the recipient for information purposes only and no representation or warranty, express or implied, is made as to the completeness or accuracy of the information contained herein. The contents are not to be reproduced or distributed to the public or press. The information contained herein is not guaranteed as to its accuracy or completeness. Throughout this presentation various logos and trademarks will be used. These trademarks and logos are the property of their respective owners. An investment in the Company's securities should be considered highly speculative. There is no guarantee that an investment in the Company will earn any positive return in the short or long term. An investment in the Company is appropriate only for investors who have the capacity to absorb a loss of some or all of their investment. There are certain risk factors associated with an investment in the Company’s securities.

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1 Source: Arcview Market Research

Welcome, and thank you for your interest in Nutritional High. For those who are just introducing yourselves to the medical marijuana industry, it's booming. By 2020, our industry has been expected to surpass $22 billion1 .

The past year has been full of new initiatives for us as we set ourselves apart from the industry competition: Acquiring two licenses and beginning development in Palo Verde, being the first medical marijuana company to complete an lPO in the Canadian market, raising over $10 million in investments to date, and building one of Colorado's largest and most automated oil extraction facilities. Yes, we've been busy.

I'm looking forward to another great year of innovation and would love for you to join us. If you're interested in learning more about Nutritional High, feel free to contact us.

Sincerely,

Jim Frazier Chief Executive Officer

Welcome Message

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Company Profile

• Nutritional High is a Canadian public company focused on the U.S. medical and recreational marijuana industries

• Focus is on the edibles and oil extracts market – high margin, high growth segment

• Building a robust production and distribution platform for nationally-branded marijuana-infused products

• Building one of Colorado’s largest and most automated oil extraction and infused edibles facilities: • MIPs License secured through agreements with Colorado-based Palo

Verde • Sufficient space to house oil extraction and a semi-automated

edibles production

• Illinois: One of 52 applicants granted an a Medical Marijuana Dispensary License

• Pursuing expansion in additional states – initially targeting NV, WA, OR, CA, PA and AZ.

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First marijuana company to successfully complete an IPO (not an RTO) in the Canadian market, raised over $10 million to date.

Building one of Colorado’s largest and most automated oil extraction and infused edibles facilities.

Nutritional High has obtained exclusive rights to manufacture and distribute certain marijuana and hemp-infused products, bearing the likeness and referencing the song names of the legendary guitarist Jimi Hendrix.

Leadership Team

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Jim Frazier Chief Executive Officer

• Over 23 years of experience in the food industry and a proven track record of developing and implementingbranded and private label programs and driving profits

• Owns and operates a successful Florida-based candy and chocolate business which has been a well-known manufacturer of confectioneries for over 40 years

• Managed the expansion of his plant facilities and significantly expanded sales and developed new customer bases across all retail channels

David Posner Chairman of the Board and Director

• Brought “Hempen Gold,” the first hemp-infused beer to Canada

• Imported and created marketing and branding initiatives for various other alcoholic products in Canada

• Acquisitions Manager for Stonegate Properties Inc. where he managed real estate properties and brokered deals in Canada and Oklahoma

Amy Stephenson Chief Financial Officer

• Over 20 years senior management and capital markets experience, 10 of which were spent in the CFO position for various public companies, including Ceres Global Ag Corp., Goldeye Explorations Ltd., Petroworth Resources Inc., and Augen Capital Corp

• As former CFO of Bedrocan Cannabis Corporation, Ms. Stephenson has a strong familiarity of the cannabis and hemp industries

• MBA in Finance from California State University, BA from the University of Hong Kong

• Ms. Stephenson is a CFA Charter holder, a Chartered Professional Accountant (CPA, CMA) and a member of the Financial Executive International (FEI)

Adam K. Szweras Corporate Secretary and Director

• Partner with the law firm Fogler, Rubinoff LLP • Chairman and Founder of Foundation Markets Inc., a Toronto-

based investment bank, and Exempt Market Dealer • Expertise in recreational and medicinal marijuana laws in the

US and Canada • Practiced securities law since 1997

Billy Morrison Oil Extraction Consultant and Director

• Founded Peloton Pharmaceuticals, where he designed, developed, and deployed nearly autonomous grow system that mitigates labor and reduces cost

• Experience in operating marijuana companies, founding The Union Collective, a successful delivery dispensary; Capstone Analytical, one of the first Bay Area thin layer chromatography testing facilities; and Temez Extracts

• Pioneered a patented water conserving technology that eliminates water change outs

Alex Storcheus SVP, Corporate Development

• Mr. Storcheus has been involved with Nutritional High since its inception in 2014 and is currently an SVP, Corporate Finance at Foundation Markets - a Toronto-based merchant/invesment bank

• In his current capacity Mr. Storcheus assists Nutritional High with expansion efforts in various jurisdictions and financial advisory projects

• Mr. Storcheus has previously worked at the Department of National Defense, holds a BBA from the Schulich School of Business at York University, and is also a CFA Charterholder

The flower of female marijuana or cannabis plant (“bud”) is consumed by smoking, while leafs, nodes and stems (“trim”) are not typically utilized for consuming cannabis through smoking, but are used in production of other products such as oil extracts, which are used to manufacture number of Marijuana-Infused Products.

Oil Extracts and Edibles:High Margin Value Proposition

~$30-$40/g ~$10-$15/g~$5-$7/g 6

Female Marijuana Plant Grown Indoors

Flower is usually sold wholesale to the licensed dispensaries; trim is either discarded or sold at a significant discount to MIP manufacturers.

Estimated wholesale price for flower is:

Bud and trim can be processed into extract and sold to MIP product manufacturers or to dispensaries.

Estimated wholesale price for oil extracts ranges from:

Processed oil extract can be used to make marijuana- infused products such as candies, chocolates, topical creams, tinctures, drink additives, etc.

Estimated wholesale pricefor such products in the recreational market for packages that contain100mg of THC is:

($20-30 retail)

Solid Marijuana Concentrates The products include hash, bubble hash and hard candy extracts, varying in strain types and potencies.

Liquid Marijuana Concentrates The products include oils extracted from a variety of strainsfor edible Marijuana-Infused Products.

Cannabis-Infused Edibles The products include chocolates, candies, gummies, and more.

Vape Pens and Cartridges The cartridges that can be inserted into a vaporizer or "vape pen" for the purpose of consuming the product through smoking.

Other Products Including protein shakes, boxed baking items with recipes for edible products.

Initial THC Brands & Product Types

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FLÏ - Our premium product line of liquid concentrate & edibles

Truffles

Chocolate Candy BarGummiesVape Pen CartridgesLollipop

Cannabis Oil

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Edibles experience from theJimi’s Cannabis Collection

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Drinks Gummies Package Hard Candies


Exclusive Jimi Hendrix Rights

Nutritional High International Inc. has obtained exclusive rights to manufacture and distribute marijuana and hemp oil-infused products including gummies, hard candies and health and energy drinkable products.

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N o n - e x c l u s i v e r i g h t s t o manufacture and distribute certain apparel and accessories in United States and Canada

A variety of products under the “Edibles Experience” banner are in development including the “Purple Haze” line of THC- based products and the “Stone Free” line of CBD-based, non- psychoactive health products

5 year term, with an option for renewal for additional 5 years

Rights are for likeness and song names


Colorado Roll Out

Status and Expected Milestones

• Phase I construction and equipment installation is complete, and Palo Verde is currently operational

• Phase II development is ongoing. Palo Verde is finalizing the permitting process with architects, contractors, engineers and local authorities to expand the product offering

• Aiming to complete Phase II construction and equipment installation in mid 2016

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Main Building at the Pueblo Facility

26,525 SF

3 buildings on 3 acres

MIPs &OPC License

Nutritional High owns real estate property in West Pueblo, CO and leased it to Palo Verde.

Comprised of 3 buildings, few smaller storage buildings, a boiler building, and 2-car garage on approximately 3 acres.

Assisted Palo Verde with receiving two licenses at the Pueblo Property – MIPs and OPC Licenses, both of which are attached to the Pueblo Property.

Acquired on November 17, 2014 for US $885,000, and completed a refinancing by securing US $800,000 secured loan from a Florida-based institutional investor.

US $885,000


Proprietary Product Development Approach

Nutritional High has developed a proprietary approach to establishing MIPs operations:

• Developed proprietary techniques of infusing products with THC and CBD extracts on a semi- automatic basis

• Exploring potential patents on the processes it has developed

• NH composed a database of various extraction and testing techniques to suit the needs

• of Licensed Producers in both medical and adult recreational states

• Working with a consultant who has over 30 years of experience in establishing confectionary manufacturing facilities for Fortune 500 companies

• Efforts led by Billy Morrison – an experienced oil extractor with extensive expertise in the marijuana industry and manufacturing marijuana and hemp-infused products

• NH brings a nation-wide network of experts, specialized in every aspect of the seed-to-sale industry, able to assist with rolling-out the company’s operations

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1 Subject to availability for purchasing from growers; 2 Subject to ability to place the product with dispensaries;

FINAL PRODUCT: "Clear" version of the concentrate product

Cold Ethanol Distillation Extraction Processand Economics

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STEP 1: Manual Mechanical Separation using "Kief"

Screens and a plastic card

STEP 2: Rotary Evaporator used for removing residual

solvents

STEP 3: The Distilled using Apparatus to terpenes and

product

Economic Parameters • The current process is able to process up to 50 lbs1 of trim/shake per day, estimated to cost ~US$400/lb in Colorado; • The extraction yield is expected to be 8%; • Good quality oil extract sells for ~US $30/g on the wholesale market ("Clear" typically goes for higher) 2; • Overhead cost to operate the facility is estimated at US$30,000 per month; • Potential to increase margins by infusing the oil extract into gelatin caps, vape pens and tinctures, which are higher

value add products and where the "effective" value per gram is significantly higher than US$25/g. Eg. a disposable vape pen with 250mg of THC content is sold for US$10-15/item on the wholesale market;

• The margins for edibles are even higher, as the average price for a package with 100mg, sells for $10-15/piece on the wholesale market.


Palo Verde LLC – Colorado Licensed Producer

Palo Verde LLC – private Colorado company, which holds license to manufacture marijuana-infused products.

Principal of Palo Verde – David S. Johnson is an established Colorado lawyer.

Palo Verde entered into: • A lease agreement for a 26,000 sq ft at an

annual rate of US$15/sq ft, subject to up to a 5% increase per year with Nutritional High

• An unsecured loan agreement in the amount of US$150,000 for a period of 1 year, with up to 5 extensions at a rate of 12% with Nutritional high

Palo Verde and the Company are finalizing a recipe & IP licensing agreement and branding and packaging supply agreement.

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Illinois Dispensary Roll Out

• One of the 52 applicants to receive medical marijuana dispensary license in the state, and the only dispensary license in ISP District 12

• Held open house which was well received by the potential patients and local community

• Received license and commenced operations mid-September 2016

• Entered into two deals with a IL-based investor group, with ties to the medical marijuana industry:

• A joint venture to fund the roll-out of the Company’s dispensary in exchange for 50% interest

• To develop a framework with a cultivation and extraction facility to manufacture and distribute Nutritional High's oils and edibles in Illinois

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Dispensary location in Lawrenceville , IL


Corporate Strategy

Nutritional High is seeking to expand nationally by either pursuing organic growth strategies or pursuing acquisition opportunities focused on:

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Cole Memo Compliant Operations Only Our focus is only on the operations which operate within adequate licensing frameworks and are in compliance with the requirements of the Cole Memo.

Focus on High-Margin Segments Nutritional High is focused on the edibles and oil extracts segment of the marijuana industry, which it believes to have the highest margin potential and provide an opportunity for rapid scaling. The Company may work in other value chain segments (such as cultivation or retail dispensaries) in the jurisdictions which have implemented a "seed-to-sale" regulatory licensing model, or where a focus solely on edibles or oil extracts is too prohibitive on stand-alone basis.

Creating Leading Products Manufacturing high quality products with consistent THC levels has been one of the dominant problems faced by the industry. Nutritional High aims to manufacture products that can become industry leading in terms of quality, THC levels and have appealing packaging design in each market from day one.

Compliant Structure and Transparency with the Regulators In the U.S. States with residency requirements, the Company will work exclusively with Licensed Operators to provide a suite of services (such as providing real estate, financing, brands and expertise) to facilitate expansion of the Licensed Operator’s business in the edible MIPs and oil extract markets. In the states without the residency requirements the Company may also apply for licenses directly or enter into JV arrangements with other companies.

High Growth Potential States Nutritional High selects the states which have a high growth potential. While the U.S. states which have legalized marijuana for adult recreational use are the primary focus, Nutritional High will take steps to expand into the states which have legalized marijuana for medical use with significant population base, or have potential for legalization for adult recreational use in the near to medium term.

Expansion Opportunities Overview

California Opportunity • With state regulation being introduced in California, the

company is developing a potential strategies to secure a license and enter the edibles market

• Some studies estimate that California accounts for as much as half of total legal cannabis sales in the United States, est. at $2.7 billion in 2014

• In September 2015 the Legislature introduced a series of bills to regulate the industry, which contemplate 17 different medical license categories

• Proposition 64 to legalize for adult use is a part of November 8 ballot

Nevada Opportunity • The Nevada Marijuana Legalization Initiative is on the November 2016

ballot, which if approved would allow adults 21 and older to possess one ounce of marijuana for recreational use

• Entered into binding agreements to acquire a Producer and Processor license in Henderson, NV for USD $1m and a property with a total area of 5 acres

• Nutritional High and its partners intends to construct a state of art 40,000 square foot facility that will cultivate cannabis and manufacture cannabis-infused products

• Focus is to enhance product visibility, provide immediate revenue and provide an immediate entry into a new market

Arizona Opportunity • NH is considering an application for a processing license in the

new licensing round in Summer 2016 • In discussions with several potential acquisition targets

Oregon Opportunity • NH is considering an application for a processing

license • Draft rules for the recreational marijuana

enacted, and OLCC is currently in the process of issuing licenses to qualified operators

• In discussions with several prospective real estate property owners

Washington Opportunity • In discussions with several parties holding Tier 2 or 3 Producer

and/or Processor Licenses regarding a potential transaction with Nutritional High

• Several potential revenue streams: • Acquire real estate to lease to a licensed entity; • Acquire equipment to lease to a licensed entity; • Provide management services and licensing through a contract

Pennsylvania Opportunity • In January 2017, Pennsylvania’s Medical Marijuana

Department of Health announced applications for medical marijuana grower/processors and dispensaries will be accepted from February 20, 2017 until March 20, 2017

• In discussions with several prospective real estate property owners in consideration of submitting an application for grower/processor license

• Currently the products permitted under the regulations exclude flower and edibles and only permit extracts, pills, topicals, tinctures or liquid

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Hemp Oil Infused Products

• Nutritional High is moving forward with the plan to manufacture a national brand of quality hemp stalk oil infused products with the initial focus on the State of California

• Hemp stalk oil contains CBD, a key active ingredient in hemp and cannabis, which causes no psychoactive effects

• Although hemp stalk oil is legal in all 50 states, research into the medicinal benefits of CBD is ongoing but is considered to be the substance in marijuana and hemp that produces most compelling health benefits (though such health benefits at this point are anecdotal)

• Having access to Nutritional High’s expertise in manufacturing products from cannabis, these hemp- infused chocolate bars, hard candies, chews, gummies are expected to have a competitive edge in the market

• The hemp oil infused edibles would be sold online to consumers directly and distributed through the conventional retail channels

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Initial Product Lines

Capsules Capsules with liquid extract featuring an exclusive blend of organic hemp base proteins and secondary nutrients. Capsules contain pharmaceutical grade ingredients that support good health and well-being

Chocolates Variation of dark and/or milk chocolate bars, chocolate cookies, mint chocolate, peanut butter and chocolate bars with almonds, hazelnuts or fruit

Gummies Flavored chewy candies wrapped in the Company’s packaging

Hard Candies Small hard candies wrapped in the Company's packaging. This also includes a line of individual hard molded candies with a hemp content


Capital Structure

Currently Outstanding

Basic Common Shares Outstanding 242,756,121

Warrants (CN $0.05 - 0.22) 41,081,034

Options (CN $0.075 - $0.30) 10,492,500

Fully Diluted Common Shares Outstanding 294,329,655

Non-convertible secured debt US $800,000

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Nutritional High International Inc. Address: 77 King Street West, Suite 2905 P.O. Box 121 Toronto ON M5K 1H1

Phone: +1 (647) 985-6727 Fax: +1 (888) 262-4724 Email: [email protected] Website: www.nutritionalhigh.com

Investor Relations Boom Capital Markets Steven Low 647-620-5101 [email protected]

Jim Frazier Chief Executive Officer T: (321) 576-7171 E: [email protected]

Adam Szweras Director, Corporate Secretary T: (416) 564-5926 E: [email protected]

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Risk Disclosure

The Company is seeking to establish new business lines, which inherently contains a high degree of risk. The subscribers in the Offering are cautioned to review the following risk factors in addition to those contained in public disclosure record of the Company (available on www.sedar.com), relating to the Company: (1) The Company has a very limited operating history in an emerging area of business and had negative cash flows from operations in its most recently completed financial year. (2) Non-compliance with federal, provincial or state laws and regulations, or the expansion of current, or the enactment of new laws or regulations, could adversely affect the Company's business. (3) The Company may become subject to additional government regulation and legal uncertainties that could restrict the demand for its services or increase its cost of doing business, thereby adversely affecting its financial results. (4) The Company may be required to obtain and maintain certain permits, licenses and approvals in the jurisdictions where their products are licensed, although the Company does not anticipate such approvals will be necessary. (5) As a manufacturer and distributor of products designed to be ingested by humans, the Company faces an inherent risk of exposure to product liability claims, regulatory action and litigation, if its products are alleged to have caused significant loss or injury. (6) Manufacturers and distributors of products are sometimes subject to the recall or return of their products for a variety of reasons, including product defects, such as contamination, unintended harmful side effects or interactions with other substances, packaging safety and inadequate or inaccurate labeling disclosure. (7) The Company may not be able to accurately predict its future capital needs and it may not be able to secure additional financing. (8) The market price of the Common Shares could be subject to significant fluctuations in response to various factors, many of which are beyond the Company's control. (9) The Company is currently in the early development stage. There is a risk that the additional resources will be needed and milestones will not be achieved on time, on budget, or at all, as they can be adversely affected by a variety of factors. (10) The Company may face intense competition and expects competition to increase in the future, which could prohibit its development of customer base and generating revenue. (11) The Company's operations are subject to environmental and safety laws and regulations concerning, among other things, emissions and discharges to water, air and land, the handling and disposal of hazardous and non- hazardous materials and wastes, and employee health and safety. (12) The Company must rely largely on its own market research to forecast sales as detailed forecasts are not generally obtainable from other sources at this early stage of the industry in the U.S. (13) The Company may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. (14) The Company has no earnings or dividend record, and does not anticipate paying any dividends on the Common Shares in the foreseeable future. Dividends paid by the Company would be subject to tax and, potentially, withholdings. (15) Exchange rate fluctuations may adversely affect the Company's financial position and results. (16) In the event of a dispute arising from the Company's foreign operations, the Company may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdictions of courts in Canada. (17) Officers and directors of the Company own significant shares and can exercise significant influence. (18) Sales of a large number of Common Shares in the public markets, or the potential for such sales, could decrease the trading price of the Common Shares and could impair the Company's ability to raise capital through future sales of Common Shares. (19) Volatile global financial and economic conditions may negatively affect the Company's operations.

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nh corporate profile q1 2017 020617...song names of the legendary guitarist jimi hendrix. leadership...

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