VANCOUVER, BC / ACCESSWIRE / May 12, 2015 / Naturally Splendid Enterprises Ltd. ("Naturally Splendid") (NSP - TSX Venture) (NSPDF - OTCQB) (50N - Frankfurt) is pleased to announce that its board of directors have approved a proposed private placement offering of a minimum of 3,000,000 units (the "Units") up to a maximum of 6,000,000 Units at a price of $0.50 per Unit for minimum gross proceeds of $1,500,000 and up to maximum gross proceeds of $3,000,000 (the "Offering").
Each Unit 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 $0.75 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 $1.00 for 10 consecutive trading days. In the event of acceleration, the expiry date will be accelerated to a date that is 30 days after Naturally Splendid issues a news release announcing that it has elected to exercise this acceleration right.
The Offering will be completed to "accredited investors" pursuant to National Instrument 45-106 - Prospectus and Registration Exemptions ("NI 45-106") and to existing security holders pursuant to BC Instrument 45-534 - Exemption from prospectus requirement from certain trades to existing security holders ("BCI 45-534"). The Offering of securities pursuant to 45-534 is being made to existing security holders who held shares of Naturally Splendid on May 8, 2015 (the "Record Date").
Naturally Splendid plans to use the gross proceeds of the Offering as follows:
Minimum Gross Proceeds ($) | Maximum Gross Proceeds ($) | |
Product Development | 1,000,000 | 2,000,000 |
General Corporate Purposes | 500,000 | 1,000,000 |
Total | 1,500,000 | 3,000,000 |
In the event that Naturally Splendid receives subscriptions above the maximum, Naturally Splendid will adjust the subscriptions received on a pro-rata basis.
Subject to TSX Venture Exchange approval, Naturally Splendid may pay finders a fee consisting of cash and warrants from the proceeds of the proposed Offering.
Closing of the proposed Offering is subject to the approval of the TSX Venture Exchange.
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 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.
For more information e-mail info@naturallysplendid.com or call 604-604-673-9573
On Behalf of the Board of Directors
CEO, Director
Contact Information
Naturally Splendid Enterprises Ltd.
(NSP - TSX Venture; NSPDF - OTCQB; 50N Frankfurt)
2435 Beta Avenue
Burnaby, BC, V5C 5N1
Phone: (604) 559-8051
Fax: (604) 570-0934
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, but not limited to, Naturally Splendid's ability to complete the private placement financing. 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.
