NUTRITIONAL HOLDINGS LIMITED - Nutritional Holdings acquires major CO2 Cannabis extraction Pharma Company

Nutritional Holdings acquires major CO2 Cannabis extraction Pharma Company

Nutritional Holdings Limited
 (Registration number: 2004/002282/06)
 (Incorporated in the Republic of South Africa)
 (Share Code: NUT ISIN Code: ZAE000156485)
 (“Nutritional Holdings” or “the Company”)


 Nutritional Holdings acquires major CO2 Cannabis extraction Pharma Company


1)      Introduction

Nutritional Holdings is pleased to announce to shareholders that the company has acquired
100% shareholding of Indiva Pharma LLC (“Indiva”) , a company registered in the United Arab
Emirates effective 13 November 2020 (“the Transaction”).

Indiva currently operates state of the art Subcritical and Supercritical extraction facilities within
Africa, which is amongst the few facilities using Co2 capabilities to extract cannabinoids from
plant matter employing high temperatures and pressures, without compromising the natural
compound of the Cannabis.

Co2 has proved to be one the most versatile and safest methods of producing Cannabis
concentrates and has been labeled by the Food and Drug Administration safe for industrial
extraction, making it a much less invasive solvent than petroleum based solvents known to
have risk of contamination.

Indiva has produced Cannabis extractions for infusions in products globally for inter alia;
medicinal resolutions, cosmetics, vaping, edibles, plastics and textiles as well as nutritional
supplements. The fully automated facility can at optimum capacity, process 1.5 tons of plant
matter per day with a yield of circa 3000 litres per month per facility equating to circa
R150 000 000 (One Hundred and fifty million Rand) per month and has expansion plans in
place to increase production capabilities.

2)      Transaction Consideration

The purchase consideration is R59 million payable by a combination of cash and the issue of
Nutritional Holdings shares as follows:
   • 1 (One) billion shares will be issued to Indiva at 5 cents per share equating to
        R50 million; and
   • USD 562 000 (Five Hundred and sixty two thousand US Dollars) in cash payable on
        signature.

3)      Warranties and other material items

Indiva has provided a production warranty to Nutritional Holdings of a minimum yield of:
    • 6% of Pure CBD oil
    • 19% CBD resin & waxes

The conclusion of this Transaction represents a significant milestone for Nutritional Holdings
as it lays a solid foundation for the particular building–block approach followed by the
Company to drive synergies and enhanced value creation. This Transaction is a critical step
and now allows Nutritional Holdings to ramp up production capabilities to service inter alia; the
German and Japanese contracts (as per SENS announcements dated 9 September and 11
November 2020) as well derive a new product range, thus allowing Nutritional Holdings to
become the largest player in the highly regulated cannabis industry in South Africa.

4)     Conditions Precedent

All conditions precedent to the acquisition have been fulfilled.

5)     Categorisation of the Transaction

The Transaction has been categorised as a Category 2 acquisition in terms of the JSE Listings
Requirements.

6)     Financial information of the transaction

The net value of the assets attributable to the Transaction was circa R75 000 000 as at the
30 September 2020. The profits attributable to the subject of the Transaction, was
R44 444 449 for the period ended 30 September 2020 . This financial information is based on
unaudited management accounts.




Durban
19 November 2020


Designated Adviser
Exchange Sponsors

Date: 19-11-2020 10:29:00
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