Nutritional High Announces Release of Remaining Shares from the Conversion of the 10% Senior Unsecured Convertible Debentures

Toronto, Ontario--(Newsfile Corp. - February 19, 2021) - Nutritional High International Inc. (CSE: EAT) ("Nutritional High" or the "Company") is pleased to announce that the Company has elected to release the remaining shares associated with the conversion of the 10% senior unsecured convertible debentures (the "10% Debentures") described in the Company's management information circular dated September 17, 2020.

In accordance with the amendment approved at the meeting of the debenture holders held on October 8, 2020, the Company has completed the conversion of the 10% Debentures at $.02 per share. Further, 50% of the common shares issued upon the conversion of the 10% Debentures were to have a contractual restriction on transfer which was subject to early release, in whole or part, at the discretion of the Company. The Company has elected to allow for the early release from such restrictions.

The final outstanding balance of the 10% Debentures which was converted as of October 28, 2020 was $5,673,000. As such, on October 29, 2020 the Company issued to holders of the 10% Debentures, 141,825,000 common shares. With the release of the remaining shares from the contractual transfer restriction, the remaining 141,825,000 shares will be issued on or about February 25, 2021.

With the issuance of the above shares, in addition to debenture conversions which took place up to the date of forced conversion, the Company will now have total basic shares outstanding of 995,587,157.

About Nutritional High International Inc.

Nutritional High is focused on developing and manufacturing branded products in the cannabis industry, with a specific focus on edibles and oil extracts for medical and adult recreational use. The Company works exclusively in jurisdictions where such activity is permitted and regulated by state law. Nutritional High has brought its flagship FLÏ™ edibles and vape product lines from production to market in various markets including Colorado where its award winning FLÏ™ products are manufactured by Palo Verde, LLC. The Company signed a purchase agreement for Palo Verde and on January 28, 2021, received conditional regulatory approval to close the acquisition.

The Company also owns Psychedelic Science which is working with KGK Science Inc. and Rangsit University in Thailand to conduct research and development of various cacti products targeted at the functional food pharmaceutical markets.

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^[1], Twitter^[2] and Instagram^[3] or visit www.nutritionalhigh.com^[4].

For further information, please contact:

Robert WilsonChief Financial OfficerNutritional High International Inc.888-262-4645Email: rwilson@nutritionalhigh.com^[5]

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. Risks that may have an impact on the ability for these events to be achieved include receipt of applicable approvals. Although such statements are based on management's reasonable assumptions, there can be no assurance that such assumptions will prove to be correct. We assume no responsibility to update or revise them to reflect new events or circumstances.

The 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.

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. Some of the risks and other factors that could cause actual results to differ materially from those expressed in forward-looking information expressed in this press release include, but are not limited to: obtaining and maintaining regulatory approvals including acquiring and renewing U.S. state, local or other licenses, the uncertainty of existing protection from U.S. federal or other prosecution, regulatory or political change such as changes in applicable laws and regulations, including U.S. state-law legalization, market and general economic conditions of the cannabis sector or otherwise.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/74954^[6]

References

1. ^{^} Facebook (www.newsfilecorp.com)
2. ^{^} Twitter (www.newsfilecorp.com)
3. ^{^} Instagram (www.newsfilecorp.com)
4. ^{^} www.nutritionalhigh.com (www.newsfilecorp.com)
5. ^{^} rwilson@nutritionalhigh.com (www.newsfilecorp.com)
6. ^{^} https://www.newsfilecorp.com/release/74954 (www.newsfilecorp.com)