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Naturally Splendid to Acquire 51% interest in POS BPC Manufacturing Corp.

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Naturally Splendid Enters into Definitive Securities Purchase Agreement to Acquire 51% interest in POS BPC Manufacturing Corp. 

Vancouver, British Columbia - June 15, 2015 - Naturally Splendid Enterprises Ltd. ( “Naturally Splendid” or “NSE”) (FRANKFURT:50N) (TSX VENTURE:NSP) (OTC:NSPDF) is pleased to announce it has entered into a definitive securities purchase agreement (the “Purchase Agreement”) with POS Management Corp. (“POS Management” or “POS Bio-Sciences”), a wholly owned subsidiary of POS Holdings Corp. (“POS”), whereby POS Management will sell 51 Class A shares of POS BPC Manufacturing Corp. (“BPC”) to Naturally Splendid and, in consideration of which, Naturally Splendid has agreed to pay CAD $1,750,000 (the “Cash Payment”) to POS Management and will issue 367,647 common shares of Naturally Splendid (the “Consideration Shares”) at a deemed price of $0.68 per share to POS Management. POS Management also agreed that the Consideration Shares will be subject to a trading restriction for a period of 12 months from the date of issue.

 

On closing of the transaction, Naturally Splendid will own a 51% of BPC, which operates the 12,000 square foot BPC Facility containing approximately 60,000L of tankage, a fractional distillation system, evaporation equipment, spray drying equipment, a ring dryer and various other pieces of complementary & auxiliary equipment owned by BPC. It is capable of processing a variety of products including the suite of plant-based omega technologies such as HempOmega® (www.hempomega.com) that Naturally Splendid has licensed from Full Spectrum Laboratories. Additionally, the BPC Facility is designed to produce plant-based extracts, tinctures and dry ingredients for a variety of clients.

POS Bio-Sciences CEO Dale Kelly states, “The BPC Facility was built in the 90’s at a cost of $20,000,000.  This facility is of a quality that has the potential to attract world-class clients. It is ISO 9001 certified; has an NHP site license; and is HACCP and cGMP certified; and we are working towards a CFIA site license. Together with Naturally Splendid we will now begin to contact over 600 potential clients to advise them of the services we will offer at the BPC Facility”.

Craig Goodwin, CEO of Naturally Splendid, comments, “The ability for Naturally Splendid to control its own processing is a significant strategic milestone. Once the transaction has closed, we will have secured processing capacity for our own plant-based bio-active ingredients. Additionally, the BPC Facility has the potential to attract a wide range of clients who require toll processing specific to this type of facility. It is anticipated that many of the clients who utilize the research and development services of the POS group of companies will be potential clients of the services at the BPC Facility”.

Pursuant to the terms of the Purchase Agreement, Naturally Splendid will enter into a license and sales agreement with POS Bio-Sciences, whereby Naturally Splendid will have the right to sell and market, on an exclusive basis, five (5) ingredients created using POS Bio-Sciences’ technology (the “Exclusive Products”) and to also sell and market, on a non-exclusive basis, additional ingredients created using POS technologies (the “Non-Exclusive Products”). In consideration of the license, Naturally Splendid has agreed to pay POS a 5% net revenue royalty. 

The ingredients included in this licensing arrangement are of high quality sourced plant and marine extracts in the form of powder or oil and will be marketed through Naturally Splendid’s recently launched BC Ingredients (BCI) division (www.bcingredients.com). These ingredients are environmentally sustainable and promote good health and nutrition.

On closing, Naturally Splendid, POS and BPC will also enter into a unanimous shareholders agreement that provides, among other things, equal board representation for each of Naturally Splendid, which will hold 51 Class A shares of BPC, and POS, which will hold 49 Class A Shares of BPC. Dale Kelly, being the President of POS, will serve as Chief Executive Officer of BPC. David Racz, being a director of Naturally Splendid, will be put forward by Naturally Splendid as the initial Chairman of the board of directors, which will require official confirmation by the new Board of Directors of BPC at the first meeting of the Board to be held after the closing of the transaction.

Closing of the transaction is to occur on or before June 19, 2015 and is subject to TSX Venture Exchange acceptance of the transaction.

CLICK HERE TO VIEW MORE INFORMATION, STOCK PRICE CHART AND NEWS ABOUT THIS COMPANY ON OUR DIRECTORY LISTING.

About Naturally Splendid Enterprises Ltd.

Naturally Splendid is a multifaceted biotechnology company. The Company is currently innovating in four related industries; 1) nutritional biotechnologies; 2) a retail hemp superfood line under the brand name NATERA® and a retail pet care line under the brand name Pawsitive FX™; 3) a bulk ingredient division operating under the name BC Ingredients (BCI); 4) and hemp based cannabinoid pharmaceuticals and nutraceuticals.

Naturally Splendid is developing, commercializing, producing, marketing and licensing an entirely new generation of plant-derived, high quality, nutrient-dense foods, nutritional food enhancers, and related products including a suite of plant based omega ingredients. NSP is building an expanding portfolio of patents (issued and pending) and proprietary intellectual property focused on the commercial uses of Cannabis Sativa, industrial hemp, and non-psychoactive cannabinoid compounds in a broad spectrum of applications.

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. Additionally, Naturally Splendid has licensed the world’s first water soluble cannabinoid patent.

About POS Bio-Sciences (www.pos.ca)

POS Bio-Sciences specializes in the creation of value added products from biological materials, for uses in food supplements, nutraceuticals, cosmetics, biofuels, and medical devices. POS Bio-Sciences provides research and development services to hundreds of companies from around the world who are looking to develop and commercialize processes for extracting, fractionating, modifying, and/or purifying valuable components of biological materials. The facilities used by POS Bio-Sciences allow for on-site analytical testing as well as trials at lab scale, mini-pilot plant scale, and pilot scale. POS Bio-Sciences also provides custom and toll processing services to companies that require a back-up manufacturer, an interim manufacturer while in the process of building their own production facilities, and companies that do not wish to invest in their own production facilities.     

All POS Bio-Sciences processes are GMP-compliant and fully supported by quality assurance, commitment to regulatory compliance, and certification to international standards. POS Bio-Sciences 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.

For more information e-mail info@naturallysplendid.com or call 604-673-9573604-673-9573.

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(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. There is no guarantee that Naturally Splendid’s plans will be found to be commercially viable; Naturally Splendid will complete the proposed acquisition; Naturally Splendid’s ability to compete with large food and beverage companies; sales of any products developed will be profitable; 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.

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