VANCOUVER, British Columbia / TheNewswire / Aug. 23, 2017 — Naturally Splendid Enterprises Ltd. (“Naturally Splendid”) (TSXV:NSP.VN) (OTCQB:NSPDF) (Frankfurt:50N) is pleased to announce that it has closed the initial tranche of its previously announced private placement financing by issuing a total of 3,643,277 units (the “Units”) for gross proceeds of $655,789.
Each Unit is 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 $0.27 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 $0.40 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.
In connection with the initial tranche of the financing, Naturally Splendid paid finders a cash commission totaling $8,640 and issued a total of 48,000 finder’s warrants. Each finder’s warrant is on the same terms as the Warrants.
The securities issued under the financing will be subject to a hold period expiring on December 24, 2017 pursuant to applicable securities laws and the rules of the TSX Venture Exchange.
Directors and officers of the Company subscribed for 692,944 Units under the financing. As a result, the issuance of Units to directors and officers is considered to be a related party transaction subject to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101. Naturally Splendid is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101 on the basis that participation in the private placement by insiders did not exceed 25% of the fair market value of Naturally Splendid’s market capitalization.
Proceeds of the financing will be used for product development, working capital, corporate purposes as well as, final closing of the Prosnack acquisition. Naturally Splendid CEO, Dave Eto reports, “while finalizing the acquisition, its business as usual at Prosnack. I am pleased with the progress Prosnack is making on multiple national accounts and I’m confident in securing additional business from new clients in the near future from these negotiations. Additionally, Alan Maddox who has been appointed Executive Vice President of Sales and Marketing upon the closing of the transaction, has begun the process of introducing the NATERA(R) hemp food line to his extensive network of contacts. In several cases, this will be the first time NATERA(R) has been exposed to these national accounts. The acquisition of Prosnack is indicative of our corporate strategy to leverage the synergies between companies to increase top and bottom line revenue. Leveraging the packaging equipment in the Pitt Meadows facility will provide healthy margins for a competitively priced product line up and we are eager to be a significant player in the Canadian and US marketplace”.
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.
Naturally Splendid currently has four innovative divisions:
(1)BIOTECHNOLOGY – Focused on three major platforms:
(1)Proprietary HempOmega(TM) encapsulation
(2)Extraction and formulation with Cannabidiol (CBD)
(3)Hemp and plant-based proteins.
POS-BPC Facility – a 12,000-square-foot facility jointly owned by NSE 51%/ 49% POS Bio-Sciences, offers commercial-scale custom processing solutions for functional foods and natural health.
(2) CONSUMER PRODUCTS –
NATERA(R) – brand of retail hemp and superfood products distributed throughout North America, Asia and Europe.
Prosnack Natural Foods Inc. (Elevate Me(TM)) – 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(R) – topical pet care products.
NATERA(R)CBD – retail hemp-based cannabinoid nutraceutical and cosmeceutical products distributed in Asia.
NATERA(R)Skincare – brand of retail hemp based cosmeceutical products.
(3) NATERA(R) Ingredients – bulk ingredients including HempOmega(TM).
(4) Co-Packaging/Toll-Processing – packaging for house-brands (NATERA(R) and CHII) and third-party partners.
For more information e-mail firstname.lastname@example.org 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.
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