High Fusion Announces Debt and Payables Conversions


Toronto, Ontario–(Newsfile Corp. – February 14, 2022) – High Fusion Inc. (CSE: FUZN) (“High Fusion” or the “Company“) is pleased to announce that it will complete a conversion of its second secured debentures and certain outstanding payables.

Holders of all the Company’s 9% Subordinated Secured Convertible Debentures (the “Debentures“) have approved an amendment to the conversion price from $4.00 to $0.06 and in connection there with have agreed to convert such indebtedness into subordinate voting shares of the Company (“Debenture Conversion“). Pursuant to the Debenture Conversion it is anticipated that High Fusion will issue 30,465,690 subordinate voting shares for settlement of the principal balance of $1,807,000 plus accrued interest to the date of conversion of $20,941.

In addition, the Company will settle outstanding loans and payables representing $1,962,605 for the conversion into subordinate voting shares of the Company at a price of $.06 (“Payables Conversion“). Pursuant to the Payables Conversion, it is anticipated that High Fusion will issue 32,710,087 subordinate voting shares on February 16, 2022.

Pursuant to the Payables Conversion, 22,433,569 subordinate voting shares will be issued to certain non-arm’s length parties (“Insiders“) to settle $1,346,014 of obligations of High Fusion to such Insiders. Pursuant to the Debenture Conversion, 5,900,936 subordinate voting shares will be issued to certain Insiders to settle $354,056 of High Fusion debenture principal and interest to such Insiders. Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“), the Debt Settlement with Insiders constituted a “related party transaction” as certain transferees were considered to be related parties to High Fusion. The Company relied on exemptions from the formal valuation and minority approval requirements of MI 61-101 (pursuant to subsections 5.5(a) and 5.7(a)) as the fair market value of the securities transferred to, and the consideration received from, the Insiders did not exceed 25% of the Company’s market capitalization. The Debt Settlement has been approved by all of the independent directors of the Company. The Company did not file a material change report 21 days before the completion of the Debt Settlement as the participation of the Insiders had not been confirmed at that time.

Following the completion of the Debenture Conversion and Payable Conversion High Fusion will have 118,784,463 Subordinate Voting Shares and 6,307,561 Multiple Voting Shares.

About High Fusion Inc.

High Fusion Inc. (formerly Nutritional High International Inc.) is focused on developing and manufacturing branded products in the cannabis industry with a specific focus on flower, pro-rolls, vapes, edibles and oil extracts for medical and adult recreational use. The Company operates and controls licenses in California, Colorado and Oregon.

High Fusion has manufacturing, retail and grow operations in California through its acquisition of the business of OutCo and owns and operates oil extraction and edible manufacturing facilities in Colorado and Oregon. The Company’s brand portfolio includes its award winning FLÏ™ edibles and vape product, along with a number of new brands including Red Octopus and Dubbi Brothers in addition to the OutCo and Thrive brands recently acquired.

For updates on the Company’s activities and highlights of the Company’s press releases and other media coverage, please visit www.high-fusion.com.

For further information, please contact:

High Fusion Inc.
Robert Wilson, Chief Financial Officer
Email: [email protected]

Caution Regarding Forward-Looking Information:


This news release may contain forward-looking statements and information based on current expectations. These statements include statements regarding: the timing of the issuance of the subordinate voting shares in connection with the Payables Conversion and Debenture Conversion and statements regarding the development of the Company’s business . 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. This forward-looking information reflects the Company’s current beliefs and is based on information currently available to the Company and on assumptions the Company believes are reasonable. These assumptions include, but are not limited to: the ability of the Company to successfully execute its business plans; legal changes relating to the cannabis and psychedelic industries proceeding as anticipated; and the Company’s continued response and ability to navigate the COVID-19 pandemic being consistent with, or better than, its ability and response to date.

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. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities; the actual results of the Company’s future operations; competition; changes in legislation affecting the Company; 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; the timing and availability of external financing on acceptable terms; lack of qualified, skilled labour or loss of key individuals; risks related to the COVID-19 pandemic including various recommendations, orders and measures of governmental authorities to try to limit the pandemic, including travel restrictions, border closures, non-essential business closures, service disruptions, quarantines, self-isolations, shelters-in-place and social distancing, disruptions to markets, economic activity, financing, supply chains and sales channels, and a deterioration of general economic conditions including a possible national or global recession; and a deterioration of financial markets that could limit the Company’s ability to obtain external financing.

A description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in the Company’s disclosure documents on the SEDAR website at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

Forward-looking information contained in this press release is expressly qualified by this cautionary statement. The forward-looking information contained in this press release represents the expectations of the Company as of the date of this press release and, accordingly, are subject to change after such date. However, the Company expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/113793


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