El Cajon, California–(Newsfile Corp. – September 17, 2021) – OutCo Labs Inc. (the “Acquiror”), 8157 Wing Avenue, El Cajon, CA 92020, announced today that the Acquiror has filed an early warning report in respect of the acquisition of special warrants and common share purchase warrants in the capital of Nutritional High International Inc. (CSE: EAT) (“NHII”) in connection with the transactions disclosed in the press release dated September 1, 2021 issued by NHII.

All share amounts and share prices referenced in this report are provided on a pre-20 to 1 consolidation basis. Such consolidation took place on September 2, 2021.

As a result of the completion of the transactions, OutCo Labs Inc. (“OutCo”) acquired 67,340,862 Special Warrants, 40,666,667 Class A common share purchase warrants and 24,400,000 Class B common share purchase warrants.

Each special warrant entitles the holder to acquire, for no additional consideration one (1) multiple voting share (a “Multiple Voting Share”) of NHII provided that the holders of common shares of NHII approve the creation of the Multiple Voting Shares on or before October 8, 2021 (the “MVS Approval Date”) and otherwise ten (10) common shares in the capital of NHII (“Common Shares”), with such Special Warrants to be automatically converted forthwith after the earlier of (i) the date of the meeting of holders of Common Shares called to approve, among other things, the creation of the Multiple Voting Shares and (ii) October 8, 2021.

Each Class A Warrant entitles the holder to acquire one Common Share at any time on or before the 24 month anniversary of the closing of the Acquisition at an exercise price of Cdn$0.03. The expiry date of the Class A Warrants will be accelerated if the volume weighted average price of the Common Shares for the 10 consecutive trading days ending on the date that is 90 days following the one-year anniversary of the closing date of the Acquisition (the “Class A VWAP Date”) is equal to or greater than $0.048. In such case the accelerated expiry date will bet the date that is 60 days following the Class A VWAP Date.

Each Class B Warrant entitles the holder to acquire one Common Share at any time on or before the 24 month anniversary of the closing of the Acquisition at an exercise price of Cdn$0.05. The expiry date of the Class B Warrants will be accelerated if the volume weighted average price of the Common Shares for the 10 consecutive trading days ending on the date that is 90 days following the 18 month anniversary of the closing date of the Acquisition (the “Class B VWAP Date”) is equal to or greater than $0.08. In such case the accelerated expiry date will be the date that is 60 days following the Class B VWAP Date.

Assuming all of the special warrants and warrants held by the Acquiror were converted into common shares on their terms this would represent approximately 41.9%% of the issued and outstanding Common Shares.

OutCo acquired ownership of the special warrants and common share purchase warrants as consideration for the sale of assets owned by OutCo.

Prior to the completion of the transaction OutCo did not own or have direct or indirect control over any Common Shares. OutCo has a long-term view of its investment in NHII and may acquire additional securities of NHII including on the open market or through private acquisitions or sell the securities including on the open market or through private dispositions in the future depending on market conditions and other relevant factors.

This news release is issued pursuant to National Instrument 62-103 – The Early Warning System. A copy of the Early Warning Report will appear with the Company’s documents on the SEDAR website at www.sedar.com.

For further information:

OutCo Labs Inc.
Telephone: 619-549-2710

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/96849