VANCOUVER, British Columbia – TheNewswire – July 8, 2019 — Naturally Splendid Enterprises Ltd. (“Naturally Splendid” or “NSE”) (TSXV:NSP) (OTC:NSPDF) (Frankfurt:50N) is pleased to announce that it has entered into a definitive agreement dated July 5, 2019 (the “Definitive Agreement”) to acquire all of the issued and outstanding shares of AlternaMedz Canada Holdings Inc.(“AlternaMedz”), a company located in Markham, Ontario with a late stage application in the Confirmation of Readiness stage before Health Canada to obtain a standard cultivation, processing and federal sales-medical license under the Cannabis Act (Canada). The combination of licenses within AlternaMedz further solidifies the Company’s position in the emerging edible CBD (cannabidiol) opportunity. Benefits of the Transaction
Naturally Splendid President Mr. Craig Goodwin states, “Positioning Naturally Splendid as a food manufacturer in addition to hemp processor and extractor of cannabinoids, is assurance that products will be manufactured not only to exacting emerging edible CBD regulations, but also to the extensive specifications required when producing safe consumable products as a food manufacturer. We have a unique and advantageous combination of; a decade of experience producing and distributing a variety of hemp foods; embedded cannabinoid extraction expertise with over a million dollars of extraction equipment being prepared for deployment; and maybe most importantly, an established reputation as a premium food manufacturer”. Mr. Roy Khan states, “The decision to partner up with Naturally Splendid was simple. Their knowledge and practical experience in the edible space via their decade of experience in hemp-based product lines, will provide a seamless entry into the cannabis infused market. By leveraging the processing, packaging, logistics and experience of the team, we plan on being not just an early mover in the infused edibles product market, but a dominate player”. About AlternaMedz AlternaMedz has obtained the stage defined by Health Canada as, ‘Confirmation of Readiness’. AlternaMedz has leased five (5) acres in Innisfil, Ontario, including a 26,000 square foot, free standing building that will be home to a state of the art Cannabinoid Extraction and Processing Centre. AlternaMedz has applied for the following licenses under the Cannabis Act (Canada):
Naturally Splendid will begin the process of preparing the property as the necessary steps to final licensing require. Under Health Canada Regulations, it is necessary to have a functional operation as per the submitted application for final licensing approval. It is important to recognize that subsequent to the final buildout of the facility, AlternaMedz will receive licensing whereas under regulations revised on May 8th by Health Canada, all new applicants for licences to cultivate cannabis, process cannabis, or sell cannabis for medical purposes are now required to have a fully built site that meets all the requirements of the Cannabis Regulations at the time of their initial application, as well as satisfying other application criteria. The new regulations present a far riskier endeavour than having a Confirmation of Readiness in hand which is Health Canada’s ‘provisional approval’ prior to final buildout. Terms of Definitive Agreement with AlternaMedz Under the terms of the Definitive Agreement, Naturally Splendid will acquire all of the issued and outstanding shares of AlternaMedz for the issuance of 20,000,000 units (“Units”) of Naturally Splendid on closing. Each Unit will consist of one share of Naturally Splendid and one share purchase warrant (a “Warrant”), with each Warrant entitling the holder to purchase an additional share at a price of $0.21 per share for a period of two years from the date of issue. The shares to be issued to each shareholder of AlternaMedz in proportion to their respective shareholding of AlternaMedz. In additional to any restrictions on resale under securities laws, the shares issuable to the shareholders of AlternaMedz will also be subject to the following voluntary lockup: (i) 10% released on closing, (ii) 30% released within six months of closing, (iii) an additional 30% released within twelve months of closing, and (iv) a final 30% released within eighteen months of closing. No shareholder of AlternaMedz will become an insider of Naturally Splendid as a result of this transaction. Further, no insiders of Naturally Splendid own any shares of AlternaMedz. Naturally Splendid has pay a finder up to 3% of the transaction value in shares of Naturally Splendid. Completion of the transaction with AlternaMedz is subject to the completion of a non-brokered private placement financing, and receipt of any required regulatory approvals. Non-Brokered Private Placement Financing Naturally Splendid also announces that it proposes to complete a non-brokered private placement financing of up to 17,857,142 Units (each a “Unit”) at a price of $0.14 per Unit for gross proceeds of up to $2,500,000 (the “Offering”). Each Unit in the non-brokered private placement consists of one common share of Naturally Splendid and one-half of one common share purchase warrant (each a “Warrant”), with each whole Warrant entitling the holder to purchase one additional common share at $0.21 per share for a period of two years from the date of the issue. Naturally Splendid has the right to accelerate the expiry date of the Warrants if, at any time, the average closing price of Naturally Splendid’s common shares is equal to or greater than $0.35 for 10 consecutive trading days. In the event of acceleration, the expiry date will be accelerated to a date that is 10 days after Naturally Splendid issues a news release announcing that it has elected to exercise this acceleration right. Naturally Splendid may pay finders a fee in cash and/or share purchase warrants in connection with the Offering. The proceeds of the Offering will be used for funding the ongoing expansion of AlternaMedz existing facilities, to increase manufacturing capacity and general working capital purposes. About Naturally Splendid Enterprises Ltd. Naturally Splendid is a biotechnology and consumer products 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 cannabinoid compounds in a broad spectrum of applications. For more information e-mail [email protected] or call Investor Relations at 604-673-9573 On Behalf of the Board of Directors Mr. Douglas Mason CEO, Director Contact Information Naturally Splendid Enterprises Ltd. (NSP – TSX Venture; NSPDF – OTCQB; 50N Frankfurt) #108-19100 Airport Way Pitt Meadows, BC, V3Y 0E2 Office: (604) 465-0548 Fax: (604) 465-1128 E-mail: [email protected] 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 including, Naturally Splendid’s ability to compete with large food and beverage companies; sales of any potential products developed will be profitable; sales of shelled hemp seed will continue at existing rates or increase; 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.
