Tickers: PINX:NSPDF, XTSX:NSP
Tags: Biotechnology, Medicinal Marijuana
February 27, 2019 / TheNewswire / VANCOUVER, BRITISH COLUMBIA - NATURALLY SPLENDID ENTERPRISES LTD. ("Naturally Splendid" or "NSE" (TSX-V:NSP)(OTCQB:NSPDF)(FRANKFURT:50N) is pleased to announce the terms of a private placement for up to $3.5 million comprising of up to 25,000,000 units (each a "Unit") at a price of $0.14 per Unit (the "Offering").
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 $0.21 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, 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 February 26, 2019 (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 facility upgrades, product development, marketing of products and working capital purposes. The Company has identified specific manufacturing equipment that will significantly increase capacity by an estimated 80%, while increasing efficiencies in many areas, most notably decreasing ingredient wastage significantly.
Naturally Splendid may pay finders a 8% fee in cash and share purchase warrants. Closing of the Offering is subject to TSX Venture Exchange approval.
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.
Company Executive Vice President of Operations, Mr. Bryan Carson reports, "The Company has matured to the point where we are now scaling up, rather than starting up. We have progressed from a consumer-packaged goods company, to a vertically integrated operation capable of manufacturing a wide range of health-related products either under Company Brands, or for our Contract Manufacturer Clients.
Carson adds," As our vertical integration strategy aligns, the timely completion of our extraction facility and granting of our Processor's License (Pending Health Canada approval) will create entirely new opportunities for NSE within for the emerging cannabis-infused product sectors. Many of our Contract Manufacturer Clients are positing their organizations for the legalization of cannabis-infused food products as well and these strategic relationships with well known brands and NSE will be positioned to be a full-service contract manufacturer with the required certifications retail outlets will demand'.
Naturally Splendid CEO Mr. Douglas Mason states," In 2018, NSE secured a previously announced a 5-year manufacturing contract estimated at $1,000,000 CDN annually for projected revenues of $5,000,000 CDN.,(See news release dated, June 11, 2018). Since securing this first significant Contract Manufacturing Client, NSE has been proactive in identifying numerous additional Contract Manufacturer Clients which has created the need to increase manufacturing capacity. Increasing manufacturing capacity and securing top-tier food manufacturing certifications such as Safe Quality Food Level 2 certifications is driving additional business to our facility.
Executing these initiatives has opened the door to a myriad of opportunity with leaders in the food service, retail, and grocery industries and we look forward to capitalizing on these opportunities."
About Naturally Splendid Enterprises Ltd.
For more information, please visit: www.naturallysplendid.com
For more information e-mail info@naturallysplendid.com or call Investor Relations at 604-673-9573
On Behalf of the Board of Directors
Mr. Douglas Mason
CEO, Director
Contact Information
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
E-mail: info@naturallysplendid.com
Website: www.naturallysplendid.com
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 including, 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, including its application to obtain a Standard Processing License, 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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