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Naturally Splendid Enterprises Ltd
Symbol NSP
Shares Issued 56,062,531
Close 2015-10-19 C$ 0.235
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ORIGINAL: Naturally Splendid Signs Letter of Intent to Acquire Chi Hemp Industries Inc. and Enters into Loan Agreement

2015-10-19 09:05 ET - News Release

(via Thenewswire.ca)





VANCOUVER, BRITISH COLUMBIA / TheNewswire / October 19, 2015 - Naturally Splendid Enterprises Ltd. (the " Naturally Splendid ") (FRANKFURT:50N) (TSX VENTURE:NSP) (OTC:NSPDF) announces that it has entered into a letter of intent with Chi Hemp Industries Inc. (" CHII ") and the shareholders of CHII (the " CHII Shareholders ") whereby Naturally Splendid has agreed to negotiate the terms of a definitive agreement to acquire all of the issued and outstanding shares of CHII (the " CHII Shares "). The signing of a definitive agreement is expected within the next thirty days.

CHII is an online hemp company, based in Victoria, British Columbia, Canada. Their existing warehousing operation in Victoria, BC that distributes hemp products including seeds, oil and protein, will be replaced by Naturally Splendid's 7,000 square foot facility in Burnaby, BC, on closing of the transaction. Naturally Splendid VP of Operations, Bryan Carson reports, "Processing and distributing CHII orders out of our existing facilities, optimizes efficiency and translates into a strong bottom line".

Since 1998, CHII has been actively working to promote and educate the Canadian Hemp Industry throughout North America. CHII and its various content promoting websites are at the hub of hemp content online, which drives traffic and customers to CHII's wholesale and online sales. All sales are driven through online properties.

CHII is a well-established brand, operating various multiple online sites, which include for instance:

www.chii.cawww.hempseed.ca
www.hempoil.cawww.hempproteinpowder.ca
www.hulledhempseed.cawww.hempfood.ca
www.thehempcookbook.com

CHII has sold over one million pounds of hemp products since 1998. In fiscal year 2014/2015, CHII generated approximately CAD $300,000 in sales as well as positive earnings. The additional infrastructure and support available from Naturally Splendid creates the opportunity to build upon this revenue base.

Under the proposed terms of the definitive agreement, the CHII Shareholders will sell the CHII Shares to Naturally Splendid and, in consideration of which, Naturally Splendid will issue CAD $75,000 of common shares of Naturally Splendid to the CHII Shareholders and pay CAD $75,000 (the " Cash Payment ") to the CHII Shareholders. The Cash Payment will be made in three separate tranches: $25,000 within three months of closing, $25,000 within six months of closing and $25,000 within nine months of closing.

On closing of the transaction, the CHII Shareholders, being Marco Pimentel and Agnieszka Wojdyla, will enter into a one year consulting agreement with Naturally Splendid. Their responsibilities will include the development and growth of CHII and associated websites, as well as optimizing revenue on Naturally Splendid's online business. Further, the CHII Shareholders will receive a 12% gross sales commission on any lines of business that are directly benefited from their services.

Marco Pimentel, who is a consultant as well as Vice President of Marketing for a performance based ad tech network, was instrumental in developing and implementing systems that increased sales from CAD $5,000,000 to CAD $30,000,000 within a one year period. Many of the fundamental optimization strategies as well as search engine marketing and media spend deployed by Marco in his role as VP of Marketing, will be adapted to optimize the multiple websites of Naturally Splendid including www.nateralife , www.pawsitivefx.com and www.bcingredients.com .

Agnieszka Wojdyla is a graduate of the University of British Columbia with over 10 years of business systems and operations experience. She oversees CHII's operations and is the creative director behind the branding that customers see today. Agnieszka's entrepreneurial and artistic skills have been instrumental to differentiate CHII beyond companies within its niche market.

CHII Directors, Marco Pimentel and Agnieskza Wojdya, stated, "We are looking forward to working with a larger team which will enable CHII to scale up and optimize all of its online properties and branding efforts. Craig Goodwin/Bryan Carson and their team have done an amazing job with growing Naturally Splendid and we are very excited to bring our expertise in the online marketing side to help grow and scale all company brands even further."

Naturally Splendid CEO, Craig Goodwin states, "We look forward to bringing CHII into the Naturally Splendid family. CHII has had a strong web presence for over 15 years. Not only are we absorbing a successful and profitable online hemp company with strong growth potential, we are most fortunate to have the invaluable experience in e-commerce strategy that Marco brings and the execution by Agnieszka to optimize online sales through the entire Naturally Splendid online presence. CHII is leading the market in search engine marketing campaigns for hemp nutrition. This is an opportunity not being capitalized by other companies due to lack of infrastructure and technology."

"Together, we also want to develop a new line of superfood products. The new brand will be a subscription based/online ordering e-commerce brand tailored to the same health consumers. Benefits of a subscription-based business are for instance building of longer relationship with customers, generating predictable monthly sales and creating of upselling opportunities", Goodwin added.

Closing of the transaction is subject to acceptance by the TSX Venture Exchange and completion of satisfactory due diligence by Naturally Splendid.

Loan Agreement

Naturally Splendid also announces that it has entered into a loan agreement with Coast Mountain Aviation Inc. (the " Lender ") whereby the Lender has agreed to loan Naturally Splendid CAD $300,000 (the " Loan ") for a period of two years (the " Maturity Date ") at an interest rate of 12% per annum.

Prior to the Maturity Date, Naturally Splendid will have the right to repay all of the outstanding balance of the Loan by paying the Lender the Loan plus any accrued and unpaid interest (the " Repayment Price ") provided that either (i) Naturally Splendid completes financings totaling at least $1,500,000 during the term of the Loan (the " Exchange Acceptance Date "), or (ii) Naturally Splendid exercises this right one year after the Exchange Acceptance Date. Further, the Lender will also have the right to have Naturally Splendid repay the Loan prior to Maturity Date at the Repayment Price provided that Naturally Splendid completes financings totaling at least $1,500,000 during the term of the Loan.

As additional consideration of the Loan, Naturally Splendid has agreed to issue 260,869 common shares (" Bonus Shares ") to the Lender.

The Loan will be used for acquisitions and operations.

The loan agreement and the Bonus Shares are subject to acceptance by the TSX Venture Exchange.

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(R) brand of retail hemp superfood products currently distributed throughout North America; (2) PawsitiveFX(TM) brand of pet care products; (3) BCI 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.

For more information please 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 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. 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.

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