23:27:51 EDT Sat 04 May 2024
Enter Symbol
or Name
USA
CA



Naturally Splendid Enterprises Ltd
Symbol NSP
Shares Issued 50,559,458
Close 2015-04-24 C$ 0.70
Market Cap C$ 35,391,621
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Naturally Splendid to acquire 51% of POS BPC

2015-04-27 13:28 ET - News Release

Mr. Craig Goodwin reports

NATURALLY SPLENDID ENTERS INTO LETTER OF INTENT TO ACQUIRE 51% INTEREST IN POS BPC MANUFACTURING CORP.

Naturally Splendid Enterprises Ltd. has entered into a non-binding letter of intent with POS Holdings Corp., whereby Naturally Splendid and POS have agreed to finalize a definitive agreement setting forth the proposed purchase by Naturally Splendid of 51 per cent of the issued and outstanding shares of POS BPC Manufacturing Corp. from POS.

POS BPC Manufacturing operates a 12,000-square-foot production facility. The BPC facility contains approximately 60,000 litres of tankage, a fractional distillation system, evaporation equipment, spray drying equipment, a ring dryer, and various other pieces of complementary and auxiliary equipment.

The BPC facility is capable of processing a variety of products, including the suite of plant-based omega technologies such as HempOmega, 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 $1.75-million to POS and issue $250,000 of common shares of Naturally Splendid 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, 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 products of POS and market, on a non-exclusive basis, additional products of POS. 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 its Natera and Pawsitive FX 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 facility 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 and (ii) issue a total of 625,000 common shares to Mr. Racz over a 12-month period.

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-V.

About POS Bio-Sciences

POS Bio-Sciences offers expertise and service in bioprocessing applied research from bench-top scale to commercialization scale. POS's 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 (Good Manufacturing Practices) 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.

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