CSE:EAT OTCQB:SPLIF Frankfurt:2NU Forward Looking Statements and - - PowerPoint PPT Presentation

Corporate Presentation Q1 2017 CSE:EAT OTCQB:SPLIF Frankfurt:2NU

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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 public disclosure record of the Company 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 applicable securities legislation) 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

• r comparable terminology, or by discussions of strategy that involve risks and uncertainties. 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. 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

• f some or all of their investment. There are certain risk factors associated with an investment in the Company’s securities.

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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
• First marijuana company to successfully complete an IPO (not an RTO) in the Canadian market, raised
• ver $5 million to date
• 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, MD and AZ

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Leadership Team

David Posner – Chairman of the Board

• 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

Jim Frazier – Chief Executive Officer

• Over 23 years of experience in the food industry and a proven track record of developing and implementing branded and private

label programs and driving profits.

• Owns and operates a successful candy and chocolate business which has been a 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

Billy Morrison – Oil Extraction Manager 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

Adam Szweras – Corporate Secretary and Director

• Partner with the law firm Fogler, Rubinoff LLP and Co-founder of Foundation Markets Inc., a Toronto-based investment bank and

Exempt Market Dealer

• Expertise in recreational and medicinal marijuana laws in the USA and Canada
• Practiced securities law for over 18 years, focused on developing and growing companies

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)

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Oil Extracts and Edibles: High Margin Value Proposition

Female Marijuana Plant Grown Indoors

Bud is usually sold wholesale to the licensed dispensaries; trim is either discarded

• r sold at a significant

discount to MIP manufacturers . Estimated wholesale price for flower is:

~$5-7/g

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: ~$20-25/g

Processed oil extract can be used to make marijuana- infused products such as candies, chocolates, topical creams, tinctures, drink additives, etc. Estimated wholesale price for such products in the recreational market for packages that contain 100mg of THC is:

~$10-15

($20-30 retail)

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.

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Initial THC Brands and Product Types

Solid Marijuana Concentrates

• 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 strains for edible Marijuana-Infused

Products

• Tinctures and Drink Additives. Flavoured liquids that can be added to beverages, dips, food, hot drinks, water or cold drinks
• 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

Tinctures Vape Pens

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Exclusive Jimi Hendrix Rights

• Exclusive rights to manufacture and distribute marijuana and

hemp oil-infused products including gummies, hard candies and health and energy drinkable products

• Non-exclusive rights to manufacture and distribute certain

apparel and accessories

• 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

• Rights are for likeness and song names
• 5 year term, with an option for renewal for additional 5 years

Jimi Hendrix

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Colorado Roll Out

Main Building at the Pueblo Facility

 Nutritional High owns 26,525 sf 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  In conjunction with general contractor and architecture teams, have finalized equipment lines for the MIP kitchen and oil extraction.  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

Status and Expected Milestones:

• Development is ongoing and the Palo Verde continues to work

with architects, contractors, engineers, local authorities and service providers to bring the product manufacturing online

• Phase I construction is complete and equipment installation is
• underway. Palo Verde expects to be ready for operations in

short order

• Aiming to commence Phase II construction in late 2016

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Proprietary Product Development Approach

Nutritional High has developed a proprietary approach to establishing MIPs

• perations:

 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
• f 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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Cold Ethanol Distillation Extraction Process and Economics

STEP 1: Manual Mechanical Separation using "Kief" Screens and a plastic card STEP 2: Rotary Evaporator used for removing residual solvents STEP 3: The solution is distilled using short-path apparatus to separate terpenes and purify the product FINAL PRODUCT: "Clear" version of the concentrate product (aka "Dabs"

• r

"Shatter")

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 $25/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. Notes:

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

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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

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  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 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

Dispensary location in Effingham, IL

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Corporate Strategy

• Nutritional High is seeking to expand nationally by either pursuing organic growth strategies or pursuing

acquisition opportunities focused on:

• Cole Memo Compliant Operations Only. Nutritional High is only focused on the operations which operate

within adequate licensing frameworks and are in compliance with the requirements of the Cole Memo.

• 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.

• 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.

• 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.

• 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.

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Expansion Opportunities Overview

• 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

Oregon Opportunity

• In discussions with several Producers regarding a partnership with

Nutritional High

• The business model would be focused on licensing Nutritional High’s

edibles products to parties with a license

• Focus is to enhance product visibility, provide immediate revenue and

provide an immediate entry into a new market

• The Nevada Marijuana Legalization Initiative is on the November 2016

ballot, which if approved would allow adults 21 and older to possess

• ne ounce of marijuana for recreational use
• 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;

California Opportunity Washington Opportunity

• In September 2015, Maryland Medical Cannabis Commission has

established final regulations outlining the licensing regime for growers, processors and dispensaries

• Currently the infused products permitted under the regulations exclude

edibles, but include oil, wax, ointment, salve, tincture, capsule, suppository, dermal patch, cartridge or other product containing medical cannabis concentrate

Maryland Opportunity Nevada Opportunity 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
• 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

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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

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

Gummies Chocolate Capsules

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Capital Structure

Currently Outstanding Basic Common Shares Outstanding 240,351,716 Warrants (CN $0.05 - 0.22) 43,635,438 Options (CN $0.075 - $0.30) 10,592,500 Fully Diluted Common Shares Outstanding 294,579,654 Non-convertible secured debt US$800,000

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Thank You

Jim Frazier

Chief Executive Officer T: (321) 576-7171 E: jfrazier@nutritionalhigh.com

Adam Szweras

Director, Corporate Secretary T: (416) 564-5926 E: aszweras@nutritionalhigh.com

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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

• ther 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.