Market Overview

Else Nutrition Completes $8,000,000 Private Placement and Strategic Investment by NewH2 Limited



VANCOUVER, March 4, 2020 /CNW/ - Else Nutrition Holdings Inc. (the "Company" or "Else Nutrition" or "Else") (TSXV:BABY) (OTCQB:BABYF), a developer of novel plant based infant nutrition, is pleased to announce that it has closed its previously announced non-brokered private placement including a strategic investment with NewH2 Limited ("New H2"), a wholly owned subsidiary of Health and Happiness (H&H) International Holdings Ltd, a Hong Kong Stock Exchange company (HK:1112).  Pursuant to the private placement the Company issued an aggregate of 12,383,900 units (the "Units") at a price of C$0.646 per Unit for gross proceeds of C$8,000,000.  Each Unit consists of one common share and 0.25 share purchase warrants, with each whole warrant (a "Warrant") entitling the holder to acquire one additional common share of the Company at an exercise price of C$0.969 per share for a period of thirty (30) months from the closing date.  The private placement is previously announced in the Company's news release dated February 19, 2020.

NewH2 purchased 8,900,928 of the Units, representing approximately 11.15% of the Company's issued and outstanding common shares.  All securities acquired by NewH2 are subject to a voluntary twelve (12) month hold period.  NewHand the Company have entered into an investor rights agreement pursuant to which NewHis granted certain rights to maintain its percentage holdings of common shares in the Company through participation in future financings, and the right to hold one board seat on the Company's board of directors.  Accordingly, Mr. Akash Bedi has been appointed as a director of the Company, effective immediately.

The company intends to use the proceeds from the private placement to accelerate its anticipated launch in the United States scheduled for the second quarter of 2020, to enhance its toll manufacturing capabilities, to build its distribution relationship with Health and Happiness (H&H) Hong Kong Limited, the parent company of New H2 ("H&H") and expedite sales in the new territories, and to undertake additional marketing initiatives, as well as for general working capital.  All securities issued in connection with the private placement are subject to a four (4) month hold period pursuant to the policies of the TSX Venture Exchange and applicable securities laws. 

Early Warning Report

Pursuant to the private placement, NewH2 acquired 8,900,929 common shares of the Company, representing approximately 11.15% of the issued and outstanding common shares of the Company on a non-diluted basis, and 2,225,232 warrants to purchase common shares of the Company, which if exercised, would result in NewH2 holding approximately 13.94% of the issued and outstanding common shares of the Company on a partially diluted basis, assuming no further common shares of the Company have been issued. 

Immediately prior to the private placement NewH2 did not own any common shares of the Company.  Following the private placement NewH2 now owns 8,900,929 common shares of the Company, representing approximately 11.15% of the issued and outstanding common shares of the Company.  The private placement has resulted in a 11.15% change in NewH2's ownership of common shares on a non-diluted basis.  NewH2 has no present intention to dispose of or acquire further securities of the Company.  NewH2 may, in the future participate in financings and/or acquire or dispose of securities of the Company in the market, privately or otherwise, as circumstances or market conditions warrant.

About Else Nutrition Holdings Inc.

Else Nutrition GH Ltd. is an Israel-based food and nutrition company focused on developing innovative, clean and plant-based food and nutrition products for infants, toddlers, children, and adults. Its revolutionary, plant-based, non-soy, formula is a clean-ingredient alternative to dairy-based formula. Else Nutrition (formerly INDI) won the "2017 Best Health and Diet Solutions" award at the Global Food Innovation Summit in Milan. The holding company, Else Nutrition Holdings Inc, is a publicly-traded company, listed as TSX Venture Exchange under the trading symbol BABY and is quoted on the US OTC Markets QB board under the trading symbol BABYF. Else's Executive and Advisory Board includes leaders hailing from Abbott Nutrition, Mead Johnson, Boston Children's Hospital, ESPHGAN (European Society for Pediatric Gastroenterology, Hepatology and Nutrition). Plum Organics, Tel Aviv University's Sackler Faculty of Medicine, and Gastroenterology & Nutrition Institute of RAMBAM Medical Center.

The Company is a food and nutrition company focused on research, development, manufacturing, marketing, sale and/or license of innovative plant-based food and nutrition products to the infant, toddler, children and adult markets.

About H&H Group and NewH2 

H&H Group launched NewH2 (with initial funding of US$60m) in 2018 as a corporate venture to support entrepreneurs who are using advances in technology and science to develop innovative advanced nutrition solutions. NewH2 invests in early and growth-stage entrepreneurial businesses which are developing innovative brands, products, technologies or business models in the fields of health and wellness, thus aligning with H&H's ambition to become a global leader in premium family nutrition and wellness.

H&H, which was founded in 1999 with a vision of contributing to healthier and better lives, has a proven track record in growing entrepreneurial and disruptive brands into powerful and more global offerings. Building its success on "premium, proven and aspirational" products, it has brought together six brands to date, all created by entrepreneurs with the same vision of providing infants or adults with health and wellness: Biostime, Swisse Wellness, Healthy Times, Dodie, Good Goût, and most recently, Aurelia Probiotic Skincare. Listed on the Hong Kong Stock Exchange (code 1112), and with revenues of over US$1.46bn) in 2018, H&H is a truly global business.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

The securities described herein have not been registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the U.S. Securities Act and any applicable state securities laws.

Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the private placement, the NewH2 strategic investment, and the completion thereof, and the use of proceeds.  Generally, forward-looking information can be identified by the use of forward-looking terminology such as "will" or variations of such words and phrases or statements that certain actions, events or results "will" occur.  Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including: the receipt of all necessary regulatory approvals, use of proceeds from the financing, capital expenditures and other costs, and financing and additional capital requirements. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward looking information. The Company will not update any forward-looking statements or forward-looking information that is incorporated by reference herein, except as required by applicable securities laws.

SOURCE Else Nutrition Holdings Inc.

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