Naturally Splendid Enterprises Ltd. (“Naturally Splendid”) or (“NSE’) (FRANKFURT:50N) (TSX VENTURE:NSP) (OTC:NSPDF) is pleased to announce the terms of a private placement for up to $1.5 million comprising of up to 10,000,000 units (each a “Unit”) at a price of $0.15 per Unit (the “Offering”). Naturally Splendid may increase the size of the private placement to up to $1.75 million, or 11,666,667 Units if Naturally Splendid receives excess interest in the private placement.
The Company is pleased to advise that $1,000,000 CDN of the private placement has been subscribed to by funds managed by Goodman and Company Investment Counsel Inc., a wholly-owned subsidiary of Dundee Corporation and $500,000 CDN through retail investors.
Each Unit offered will be comprised of one common share of Naturally Splendid and one-half of one common share purchase warrant (“Warrant”), with each whole Warrant entitling the holder to purchase one additional common share at $0.22 per share for a period of two years from the date of the issue. Naturally Splendid will have the right to accelerate the expiry date of the Warrants if, at any time, the average closing price of Naturally Splendid’s common shares is equal to or greater than $0.35 for 10 consecutive trading days. In the event of acceleration, the expiry date will be accelerated to a date that is 30 days after Naturally Splendid issues a news release announcing that it has elected to exercise this acceleration right.
There is no minimum amount to the Offering. The Offering will be completed to “accredited investors” pursuant to National Instrument 45-106 – Prospectus and Registration Exemptions (“NI 45-106”), to existing security holders pursuant to BC Instrument 45-534 – Exemption from prospectus requirement from certain trades to existing security holders (“BCI 45-534”) and to certain subscribers pursuant to B.C. Instrument 45-536 – Exemptions from prospectus requirement for certain distributions through an investment dealer. The Offering of securities pursuant to BCI 45-534 is being made to existing security holders who held shares of Naturally Splendid on November 15, 2017 (the “Record Date”). Naturally Splendid confirms that there is no material fact or material change regarding Naturally Splendid that has not been generally disclosed. In the event that Naturally Splendid receives subscriptions above the maximum, Naturally Splendid will adjust the subscriptions received on a pro-rata basis.
Proceeds of the Offering will be used for expansion of Naturally Splendid’s existing facilities and working capital purposes. Naturally Splendid may pay finders a finder’s fee in cash and/or share purchase warrants. Closing of the private placement is subject to TSX Venture Exchange approval.
Expansion of Pitt Meadows Facility
Naturally Splendid is finalizing details to secure additional industrial manufacturing space in Pitt Meadows adjacent to their existing packaging and distribution facility. The combined total space under lease will be17,000 square feet. The additional space will be utilized in part for the strategic consolidation of the recently acquired Prosnack within existing operations; thus, reducing overheads and increasing net revenues.
Naturally Splendid CEO Mr. Dave Eto states, “The process has been initiated to relocate the existing Prosnack operations, including their R&D facilities, to our packaging and distribution facility in Pitt Meadows. The Company will realize significant savings in several areas including; reduced lease payments, a modern R&D facility, efficiencies in shipping logistics and optimizing the workforce. Once the relocation has been completed, we are forecasting gross savings in excess of $290,000 annually. As NSE identifies suitable acquisitions, we will continue to replicate this process and combine synergies to reduce overheads and increase net revenues”.
The Naturally Splendid Pitt Meadows facility, currently houses approximately $2,000,000 CDN of automated packaging equipment in a HACCP approved packaging room, warehousing and a distribution centre. The Prosnack relocation involves moving the bar manufacturing facility with approximately $300,000 CDN of processing equipment, the R & D department, warehouse area and office space. Once completed the relocated Prosnack facility will be an SQF Level 2 certified facility. This highly accredited certification enables Prosnack to qualify to bid on large national chain opportunities.
Naturally Splendid President Mr. Craig Goodwin states, “There are short, medium and long-term benefits to this first acquisition and consolidation. The short-term benefits of consolidating facilities includes reducing overheads and increasing the bottom line. The midterm outlook includes a robust program of innovative hemp-based products including bars and other edibles infused with our own value-added proprietary ingredients such as HempOmega(TM) and hemp protein isolate. For the future, we are positioning ourselves to offer a full line of hemp based bars and other edible products formulated with hemp derived CBD, should the regulatory environment in Canada allow for this which at this time they do not. At the same time Canada is anticipating an announcement relating to the legalization of recreational marijuana in July of 2018, there is also anticipation of revised regulations for the hemp industry which may include extended use of the hemp plant. This may include the extraction of CBD which in turn would create a multitude of product development opportunities for a facility such as this.”.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended, (the “U.S. Securities Act”) or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of Naturally Splendid’s securities in the United States.
About Naturally Splendid Enterprises Ltd.
Naturally Splendid is a biotechnology and consumer products company that is developing, producing, commercializing, and licensing an entirely new generation of plant-derived, bioactive ingredients, nutrient dense foods, and related products. Naturally Splendid is building an expanding portfolio of patents (issued and pending) and proprietary intellectual property focused on the commercial uses of industrial hemp and non-psychoactive cannabinoid compounds in a broad spectrum of applications.
For more info on NATERA® products please visit : www.nateralife.com
Naturally Splendid currently has four innovative divisions:
(1)BIOTECHNOLOGY – Focused on three major platforms:
(1)Proprietary HempOmegaTM encapsulation
(2)Extraction and formulation with Cannabidiol (CBD)
(3)Hemp and plant-based proteins.
– POS-BPC Facility – a 12,000-square-foot facility jointly operated by NSE 51% / 49% POS Holdings, offers commercial-scale custom processing solutions for functional foods and natural health.
(2) CONSUMER PRODUCTS –
- NATERA® – brand of retail hemp and superfood products distributed throughout North America, Asia and Europe.
- Prosnack Natural Foods Inc. (Elevate MeTM) – lifestyle brand of heathy meal replacement products distributed throughout North America.
- Chi Hemp Industries Incorporated (CHII) – e-commerce platform for natural and organic hemp products.
- PawsitiveFX® – topical pet care products.
- NATERA®CBD – retail hemp-based cannabinoid nutraceutical and cosmeceutical products distributed in Asia.
- NATERA®Skincare – brand of retail hemp based cosmeceutical products.
(3) NATERA® Ingredients – bulk ingredients including HempOmega(TM).
(4) Co-Packaging/Toll-Processing – packaging for house-brands (NATERA® and CHII) and third-party partners.
For more information e-mail email@example.com or call Investor Relations at 604-673-9573
On Behalf of the Board of Directors
Mr. Dave Eto
Naturally Splendid Enterprises Ltd.
(NSP – TSX Venture; NSPDF – OTCQB; 50N Frankfurt)
#108-19100 Airport Way
Pitt Meadows, BC, V3Y 0E2
Office: (604) 465-0548
Fax: (604) 465-1128
Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management’s current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. Naturally Splendid cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond Naturally Splendid’s control including, Naturally Splendid’s ability to complete the acquisition of Prosnack, complete all or any of the proposed private placement financing, Naturally Splendid’s ability to compete with large food and beverage companies; sales of any potential products developed will be profitable; sales of shelled hemp seed will continue at existing rates or increase; the ability to complete the sales of all bulk hemp seed purchase orders; and the risk that any of the potential applications may not receive all required regulatory or legal approval. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, Naturally Splendid undertakes no obligation to publicly update or revise forward-looking information.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.