Naturally Splendid Enters into Letter of Intent to Acquire 51% interest in POS BPC Manufacturing Corp.

VANCOUVER, BC / ACCESSWIRE / April 27, 2015 / Naturally Splendid Enterprises Ltd. (the “Naturally Splendid” or “NSE”) (50N.F) (TSX VENTURE:NSP) (OTC:NSPDF) is pleased to announce it has entered into a non-binding letter of intent with POS Holdings Corp. (“POS“) whereby Naturally Splendid and POS have agreed to finalize a definitive agreement (the “Definitive Agreement“) setting forth the proposed purchase by Naturally Splendid of a 51% of the issued and outstanding shares of POS BPC Manufacturing Corp. (the “Purchased Shares“) from POS.

POS BPC Manufacturing Corp. operates a 12,000 square foot production facility (the “BPC Facility“). The BPC Facility contains ~60,000L of tankage, a fractional distillation system, evaporation equipment, spray drying equipment, a ring dryer and various other pieces of complementary & auxiliary equipment.

The BPC Facility is capable of processing a variety of products including the suite of plant-based omega technologies such as HempOmega(TM), licensed by FSL to Naturally Splendid. Additionally, the BPC Facility is designed to produce plant-based extracts, tinctures and dry ingredients for a variety of clients. The ability for Naturally Splendid to control its own processing is a significant strategic development. Additionally, the BPC Facility has the potential to generate revenue from clients who require toll processing specific to this type of facility.

Under the proposed terms of the Definitive Agreement, POS will sell the Purchased Shares to Naturally Splendid and, in consideration of which, Naturally Splendid will pay CAD $1,750,000 (the “Cash Payment“) to POS and issue CAD $250,000 of common shares of Naturally Splendid (the “Consideration Shares“) to POS at a price equal to the five day average closing price of the common shares of Naturally Splendid prior to the date of the letter of intent. The parties have agreed that the Consideration Shares will be escrowed for a period of 12 months.

After closing of the transaction, each of POS and Naturally Splendid will have an equal number of directors on POS BPC Manufacturing Corp, and POS will continue to be the operator of the BPC Facility.

The letter of intent also provides that Naturally Splendid and POS (or its subsidiaries) will enter into licensing and/or sales agreements whereby Naturally Splendid will have the right to market, on an exclusive basis, a minimum of five (5) products of POS (the “Exclusive Products“) and market, on a non-exclusive basis, additional products of POS (the “Non-Exclusive Products“). The ingredients included in this offering are of high quality sourced plant and marine extracts in the form of powder or oil. These ingredients are environmentally sustainable and promote good health and nutrition.

Naturally Splendid may integrate the extracts into their Natera(R) and Pawsitive FX(TM) retail products, as well as offer wholesale and bulk ingredients for global commercial distribution. The parties have agreed that the Exclusive Products and Non-Exclusive Products when possible will be manufactured at the BPC Facilities following closing of the transaction. Naturally Splendid will also have the right to have its product lines manufactured at the BPC Facility.

The parties have agreed to close the proposed transaction by May 31, 2015. Closing of the transaction will be subject to a number of customary conditions as well as (i) TSX Venture Exchange acceptance of the transaction, (ii) completion of satisfactory due diligence by the parties, and (iii) POS obtaining the necessary third party consents to approve the transaction.

Management Consulting Agreement

Naturally Splendid is also pleased to announce that it has entered into a management consulting agreement with David Racz, who serves as President of Naturally Splendid Enterprises USA Ltd., a wholly owned Colorado subsidiary of Naturally Splendid, and as a member of the board of directors of Naturally Splendid. The management consulting agreement sets forth the services to be provided by Mr. Racz to Naturally Splendid and, in consideration of which, Naturally Splendid will: (i) pay $10,000 per month to Mr. Racz (the “Consulting Fee”), and (ii) issue a total of 625,000 common shares to Mr. Racz over a twelve month period (the “Consulting Shares”).

The term of the management consulting agreement is for a period of one year unless terminated earlier by the parties. In the event that management consulting agreement is terminated on or following a “triggering event”, Mr. Racz will be entitled to the balance of the Consulting Fee and Consulting Shares for the remaining term of the management consulting agreement.

The management consulting agreement is subject to the acceptance of the TSX Venture Exchange.

About Naturally Splendid Enterprises Ltd.

Naturally Splendid has an exclusive licensing agreement to market and distribute, the full complement of patent pending, plant-based omega products created by Boreal Technologies. The products include HempOmega(TM) and H2Omega(TM), as well as the AlgaeOmega(TM) FlaxOmega(TM), CanolaOmega(TM), and ChiaOmega(TM) plant based omega products. These novel products utilize microencapsulation and are available in both a powder format and an aqueous solution for increased flexibility in ingredient applications and stand-alone products. Additionally, Naturally Splendid has licensed from FSL progressive cannabinoid extraction and formulation technologies including the world’s first water soluble cannabinoid patent.

Naturally Splendid’s 100% owned NATERA(TM) line of hemp-based superfood products are carried nationwide by Canada’s leading health food distributors and a network of retail stores across Canada including major retailers and specialty stores. Naturally Splendid’s recently rebranded “NATERA(TM)” line of products includes natural and flavored shelled hemp seeds as well as natural and flavored hemp protein powders.

About POS Bio-Sciences

POS Bio-Sciences offers expertise and service in bioprocessing applied research from bench-top to commercialization scale. POS’ focus is process development, analytical services, and custom processing as well as specializing in extraction, fractionation, modification and purification of biobased materials.

All POS Bio-Sciences processes are GMP-compliant and fully supported by quality assurance, commitment to regulatory compliance, and certification to international standards. POS’ also offers a suite of support services to assist clients and ensure that project outcomes meet their needs and expectations.

POS Bio-Sciences is a registered business name of POS Management Corp.

For more information e-mail info@naturallysplendid.com or call 604-673-9573

On Behalf of the Board of Directors

J. Craig Goodwin
CEO, Director

Contact Information

Naturally Splendid Enterprises Ltd.
(NSP – TSX Venture; NSPDF – OTCQB; 50N.F)
2435 Beta Avenue
Burnaby, BC, V5C 5N1

Forward-Looking Statements

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. There is no guarantee that Naturally Splendid’s plans will be found to be commercially viable; Naturally Splendid will complete the proposed acquisition of the Purchase Shares; Naturally Splendid’s ability to compete with large food and beverage companies; sales of any products developed will be profitable; 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.

SOURCE: Naturally Splendid Enterprises Ltd.  

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