VANCOUVER, BC / ACCESSWIRE / June 19, 2015 / Naturally Splendid Enterprises Ltd. (the "Naturally Splendid" or "NSE") (FRANKFURT: 50N.F) (TSX VENTURE: NSP) (OTCQB: NSPDF) is pleased to announce it has completed its acquisition of 51 Class A shares of POS BPC Manufacturing Corp. ("BPC"), being 51% of the issued shares of BPC, in accordance with the terms of a securities purchase agreement (the "Purchase Agreement") with POS Management Corp. ("POS Management") and POS Holdings Corp. ("POS"). In consideration of the BPC shares, Naturally Splendid paid CAD $1,750,000 (the "Cash Payment") to POS Management and issued 367,647 common shares of Naturally Splendid (the "Consideration Shares") to POS Management at a deemed price of $0.68 per share. The Consideration Shares will be subject to a restriction of trading for a period of 12 months from the date of issue.
Naturally Splendid Co-Founder Bryan Carson reports, "This strategic acquisition of the POS BPC facility positions Naturally Splendid to compete in the rapid and aggressively growing food, beverage, cosmetic and pet care ingredients industry." Through this acquisition, NSE has the ability to seamlessly coordinate the entire plant-to-product process by utilizing the expertise of POS' R&D scientists; from sourcing bioactive, plant-based ingredients, to overseeing toll processing, to formulation, and to creating unique custom ingredient solutions, NSE has the unique opportunity of offering their clients the convenience of comprehensive solutions and services.
BPC operates the 12,000 square foot facility (the "BPC Facility") containing approximately 60,000L of tankage, a fractional distillation system, evaporation equipment, spray drying equipment, a ring dryer and various other pieces of complementary & auxiliary equipment owned by BPC. It is capable of processing a variety of products including the suite of plant-based omega technologies such as HempOmega(R) (www.hempomega.com) that Naturally Splendid has licensed from Full Spectrum Laboratories. Additionally, the BPC Facility is designed to produce plant-based extracts, tinctures and dry ingredients for a variety of clients.
Further, Naturally Splendid, POS and BPC entered into a unanimous shareholders agreement that provides, among other things, equal board representation for each of Naturally Splendid, which will hold 51 Class A shares of BPC, and POS, which will hold 49 Class A Shares of BPC. Dale Kelly, being the President of POS, will serve as Chief Executive Officer of BPC. David Racz, being a director of Naturally Splendid, will be put forward by Naturally Splendid as the initial Chairman of the board of directors, which will require official confirmation by the new Board of Directors of BPC at the first meeting of the Board to be held after the closing of the transaction.
Also, Naturally Splendid entered into a license agreement with POS Bio-Sciences, whereby Naturally Splendid has the right to sell and market, on an exclusive basis, five (5) ingredients created using POS Bio-Sciences' technology (the "Exclusive Products") and sell and market, on a non-exclusive basis, additional ingredients created using POS technologies (the "Non-Exclusive Products"). In consideration of the license, Naturally Splendid has agreed to pay POS a 5% net revenue royalty. The ingredients included in this licensing arrangement are of high quality sourced plant and marine extracts in the form of powder or oil and will be marketed through Naturally Splendid's recently launched BC Ingredients (BCI) division (www.bcingredients.com).
BCI's line-up of globally sourced, plant-based ingredients currently includes ginseng, fenugreek, moringa, baobab, broccoli extract and HempOmega(R), the company's flagship. The nutritional profiles of the ingredients boast high mineral, vitamin, anti-oxidant, protein, and omega fatty acid content, that help to maintain a balanced diet and optimum health. Market and Markets report the bio-active ingredients market is projected to reach $33 billion by the year 2018. The demand for products with sustainable, natural, nutritional and effective ingredients is rapidly growing, and BCI's offerings have the ability to satisfy this demand. Whether manufacturers are looking to develop value-added foods, cosmetics, beverages, pet care products, pet foods, livestock feed or other innovative products, BCI has access to the highest quality ingredients, facilities and services.
About Naturally Splendid Enterprises Ltd.
Naturally Splendid is a multifaceted biotechnology 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) Natera(TM) brand of retail hemp superfood products currently distributed throughout North America; (2) PawsitiveFX(TM) brand of pet care products; (3) BCI(TM) division of plant-derived bulk ingredients including patent-pending HempOmega(TM); and (4) hemp-based cannabinoid pharmaceuticals and nutraceuticals. The Company's advanced technologies, industry expertise, and strategic partners allow for the creation of customized solutions with a consistent focus on quality and sustainability.
About POS Bio-Sciences (www.pos.ca)
POS Bio-Sciences specializes in the creation of value added products from biological materials, for uses in food supplements, nutraceuticals, cosmetics, biofuels, and medical devices. POS Bio-Sciences provides research and development services to hundreds of companies from around the world who are looking to develop and commercialize processes for extracting, fractionating, modifying, and/or purifying valuable components of biological materials. The facilities used by POS Bio-Sciences allow for on-site analytical testing as well as trials at lab scale, mini-pilot plant scale, and pilot scale. POS Bio-Sciences also provides custom and toll processing services to companies that require a back-up manufacturer, an interim manufacturer while in the process of building their own production facilities, and companies that do not wish to invest in their own production facilities.
All POS Bio-Sciences processes are GMP-compliant and fully supported by quality assurance, commitment to regulatory compliance, and certification to international standards. POS Bio-Sciences 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 - Frankfurt)
2435 Beta Avenue
Burnaby, BC, V5C 5N1
Phone: (604) 570-0902
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. There is no guarantee that Naturally Splendid's plans will be found to be commercially viable; 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.
