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Enter Symbol
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Naturally Splendid Enterprises Ltd
Symbol NSP
Shares Issued 55,967,293
Close 2015-09-22 C$ 0.23
Market Cap C$ 12,872,477
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Naturally closes Full Spectrum amended licence deal

2015-09-23 09:20 ET - News Release

Mr. J. Craig Goodwin reports

NATURALLY SPLENDID CLOSES RESTATED AND AMENDED LICENSE AGREEMENT WITH FULL SPECTRUM LABORATORIES LIMITED

Naturally Splendid Enterprises Ltd. has closed the restated and amended licence agreement with Full Spectrum Laboratories Ltd. (FSL), a company controlled by Charles R. Brink, a director of Naturally Splendid, whereby the parties amended the terms of the licence agreement dated Nov. 17, 2015. This filing marks the acceptance by the TSX Venture Exchange for the previously announced restated and amended licence agreement.

As a result of closing of the restated and amended licence agreement, Naturally Splendid acquired a 100-per-cent interest, without royalty, in FSL's omega technologies, including HempOmega and H2Omega. In addition to hemp, the technology has the potential to transform flax, chia, canola and algae into highly bioavailable water-dispersible powders and aqueous solutions. FSL removed the minimum annual royalty of $1.6-million (U.S.) that was set to commence after the second anniversary of the original licence agreement and continue for 10 years for a total reduction of $16-million in guaranteed royalty payments.

In consideration of owning a 100-per-cent interest in the omega technologies and the removal of the minimum royalty, Naturally Splendid extinguished its non-exclusive licence of FSL's bioreactor technology, and changed its exclusive licence on certain analytical testing SOPs (standard operating procedures) and GC-MS terpene analysis SOPs to a non-exclusive licence.

Naturally Splendid's chief executive officer, Craig Goodwin, stated: "We anticipate that the outright acquisition of the omega technologies will greatly contribute to our corporate strategy of becoming a leading producer of value-added nutritional ingredient solutions. Secured ownership will allow us to explore out-licensing opportunities for HempOmega and other applications of the omega technologies."

Bryan Carson, Naturally Splendid's vice-president of operations, added: "We are continuing to promote HempOmega as sustainable omega ingredient for the human, pet, livestock and cosmetic industries. In initial studies, HempOmega demonstrated higher sustainability and bioavailability than unformulated omega oils. Our researchers will also begin to look at other plant oils that may be successfully encapsulated with this technology to create additional bioactive ingredients."

Mr. Brink, a director of Naturally Splendid, is the managing director and a controlling shareholder of FSL. As a result, the proposed 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 in Section 5.5(a) and Section 5.7(a) of Multilateral Instrument 61-101 on the basis that the value of the transaction will not exceed 25 per cent of the fair market value of Naturally Splendid's market capitalization.

We seek Safe Harbor.

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