VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 11/20/14 -- Naturally Splendid Enterprises (the "Company") (TSX VENTURE: NSP)(OTCQB: NSPDF)(FRANKFURT: 50N) is pleased to announce Naturally Splendid USA Ltd., its wholly owned subsidiary, ("Naturally Splendid USA") has entered into a Novation Agreement with Full Spectrum Laboratories Limited ("FSL"), Boreal Technologies, Inc. ("Boreal") and Naturally Splendid whereby Boreal has agreed to assign, and Naturally Splendid USA has agreed to assume, all rights, title and interest in and to a Restated and Amended License Agreement between FSL and Boreal (the "License Agreement").
Under the terms of the Novation Agreement, Naturally Splendid USA has agreed to pay $725,000 to Boreal and Naturally Splendid has agreed to issue to Full Spectrum Partners, LLLP (an entity controlled by FSL) such number of common shares of Naturally Splendid equal to $1,025,000 divided by the greater of (i) $0.35, or (ii) a 20% premium above the closing price on closing of the transaction.
On closing of the Novation Agreement, Naturally Splendid USA will be the licensee under the License Agreement. The License Agreement provides that the licensee has a worldwide license to manufacture, commercialize and sell products based on the follow proprietary technology of Full Spectrum:
(a) on an exclusive basis, (i) the terpene, hemp oil and cannabinoid
formulation technology, (ii) the omega formulation technology, (ii)
protein formulation technology, (iv) the cannabinoid technology, and
(v) the tongkat ali formulations; and
(b) on a non-exclusive basis, (i) the Supercritical CO2 and plant oil
extraction technology, (ii) genetic plant and artificial seed
technology, (iii) biosynthesis of cannabinoids, and (iv)
microencapsulation of cannabinoid oils.
(the "License")
In consideration of the License, the licensee will be required to pay to FSL, on a quarterly basis, a 4.5% gross revenue royalty. Commencing after November 17, 2016, the licensee will be obligated to pay a minimum gross revenue royalty of USD $1.6 million. Notwithstanding the foregoing, no royalties will be payable to FSL on the first $1,750,000 of royalties payable under the License Agreement.
Naturally Splendid CEO Craig Goodwin states, "This transaction is a major milestone for Naturally Splendid. We have positioned Naturally Splendid to capitalize on the continued global growth trend in products and technologies related to cannabis sativa, which includes industrial hemp and marijuana. In this regards, the technologies we have secured under this agreement, allows Naturally Splendid to develop, market and distribute functional foods and ingredients related to oil and protein extraction. As well, there is increasing demand for cannabinoid formulation technology that allows for more measurable, efficacious products as market trends indicate patients are looking for alternative ways to consume their medical marijuana prescriptions other than smoking. To address this growing trend, Naturally Splendid will develop, market and distribute water soluble cannabinoid products and technologies in jurisdictions where these products are legal, beginning with the US market."
Naturally Splendid will also be seeking to complete a minimum private placement financing of $1,500,000. Terms of the private placement will be disclosed in a subsequent news release.
The Novation Agreement is subject to a number of conditions including acceptance of the above transaction by the TSX Venture Exchange and Naturally Splendid completing the financing. In the event that the transaction does not close by December 15, 2014, the Novation Agreement will be terminated and be of no further force or effect.
Charles Brink was appointed as President of Naturally Splendid USA in October 2014 as part of the negotiation process of the Novation Agreement. As Mr. Brink is also a director of FSL, the transaction 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 will not exceed 25% of the fair market value of Naturally Splendid's market capitalization.
About Naturally Splendid Enterprises Ltd.
Naturally Splendid has an exclusive sales agreement to market and distribute, in North America, the full complement of patent pending, plant-based omega products created by Boreal Technologies. The products include HempOmega™ and H2Omega™, as well as the FlaxOmega™, CanolaOmega™, and ChiaOmega™ 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.
Naturally Splendid's 100% owned NATERA™ 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™" line of products includes natural and flavored shelled hemp seeds as well as natural and flavored hemp protein powders.
About Full Spectrum Labs Limited.
Full Spectrum Laboratories, LTD. Incorporated in Ireland, is a bioresearch and product development company with operating subsidiaries in Canada and the United States. The company has principally focused on the plant cannabis sativa and has developed numerous technologies and made several discoveries resulting in two granted patents and over 11 patent applications, in just under 5 years. FSL currently concentrates on formulation and extraction technologies; analytical cannabis testing in Canada; advance cannabis plant breeding specializing in CBD expression; and cannabinoid bio-synthesis.
For more information e-mail info@naturallysplendid.com or call 604-559-8051.
On Behalf of the Board of Directors
J. Craig Goodwin, CEO, Director
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. 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.
Contacts:
Naturally Splendid Enterprises Ltd.
2435 Beta Avenue, Burnaby, BC, V5C 5N1
Phone: (604) 559-8051
Fax: (604) 570-0934
E-mail: info@naturallysplendid.com
Website: www.naturallysplendid.com
