Naturally Splendid Enterprises Ltd (TSX-V: NSP) has entered into a draw-down equity facility of up to $6 million with Alumina Partners, a U.S. private equity firm. The funds raised will be used by the company to back its acquisition of Canadian meal replacement products business Prosnack Natural Foods Inc, announced in August, and for working capital purposes. Vancouver-based Naturally Splendid is a biotechnology and consumer products company focused on developing and producing hemp-derived, bioactive ingredients, nutrient dense foods, and related goods. It is led by CEO Dave Eto.
Alumina Partners commits up to $6 mln to Naturally Splendid and Closes First Tranche Investment. Naturally Splendid also Extends Closing of Prosnack Acquisition.
VANCOUVER, BRITISH COLUMBIA / TheNewswire / October 13, 2017 – Naturally Splendid Enterprises Ltd. (“Naturally Splendid” or the “Company”) or (“NSE’) (FRANKFURT:50N) (TSX VENTURE:NSP) (OTC:NSPDF) is pleased to announce that on October 13, 2017, the Company entered into a non-binding agreement for a draw-down equity facility of up to $6,000,000 with Alumina Partners (Ontario) Ltd., a subsidiary of Alumina Partners LLC, a New York-based private equity firm. The agreement provides for equity private placement offerings (the “Offerings”), to be conducted in draw downs made at the sole discretion of the Company over a period of 24 months. Concurrent with entering into the equity facility, the Company and Alumina Partners closed the first tranche Offering under the facility for $50,000.
The amount of each Offering will be made at the mutual agreement of the Company and Alumina Partners, up to a maximum of $500,000 per Offering. The Offerings will be for units of the Company (the “Units”) consisting of one common share (the “Shares”) and one-half of one common share purchase warrant (the “Warrants”). Each whole Warrant will entitle the holder to purchase one additional Share for a period of 2 years following closing of the particular Offering. The Unit price for each Offering will be set at negotiated discounts ranging from 15% to 25% of the market price of the Shares, with the exercise price for the Warrants in each Offering being set at a 25% premium over the market price.
Alumina Partners and the Company closed the first tranche Offering under the facility of 357,143 Units at a price of $0.14 per Unit, for gross proceeds of $50,000. Each whole Warrant issued in connection with this first tranche is exercisable at a price of $0.22 per share for a period of two years from closing. The securities issued in connection with this first tranche are subject to a hold period expiring on February 14, 2018. The Company intends to use the funds received in this private placement to partially fund its acquisition of Prosnack Natural Foods Inc. and for general working capital purposes.
Naturally Splendid CEO Dave Eto stated, “For the past eight months we have made key decisions to restructure our operations; growing our retail brands and becoming less dependant on bulk seed sales and building both co-packing capacity and acquisition strategy. While we move closer to being cash flow positive, this arrangement with Alumina Partners gives Naturally Splendid the financial flexibility and unilateral control over our financing requirements. We also have the security to responsibly and agressively make long term decisions that gives NSE a sustainable future for our employees, shareholders and partners.”
“We chose Alumina Partners as they have demonstrated a commitment to the sector by entering the Canadian Cannabis space with seveal other successful equity offerings such as Isodiol, Abattis, and others so we are very pleased to have a partner that is knowledgeable and sensitive to our markets, shareholders and company requirements.”
“Alumina is very pleased to enter into this investment agreement with Naturally Splendid,” said Adi Nahmani, Managing Member of Alumina Partners LLC. “We look forward to providing them with the financial flexibility to expand their operations and retail brands in this exciting space. The combination of their corporate vision and innovative management team positions them extremely well for rapid growth and development.”
Update on Prosnack Acquisition
The Company also announced that it has agreed to extend closing of its proposed acquisition of Prosnack Natural Foods Inc. (“Prosnack”). To extend closing, the Company has agreed to an extension fee of $5,000 per business day prior to closing, up to October 20, 2017. After October 20, 2017, the extension fee will be $10,000 per business day, up to the revised closing deadline of October 27, 2017. The Company has also agreed to pay to Prosnack an additional $25,000 on October 20, 2017, if the Company has not completed the Prosnack Acqusiition prior to that date. Payment of the extension fees or other amounts will be subject to the approval of the TSX Venture Exchange if in excess of $25,000 in total.
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 and non-psychoactive cannabinoid compounds in a broad spectrum of applications.
Naturally Splendid currently has four innovative divisions:
(1)BIOTECHNOLOGY – Focused on three major platforms:
(1)Proprietary HempOmega(TM) encapsulation
(2)Extraction and formulation with Cannabidiol (CBD)
(3)Hemp and plant-based proteins.
-POS-BPC Facility – a 12,000-square-foot facility jointly owned by NSE 51%/ 49% POS Bio-Sciences, offers commercial-scale custom processing solutions for functional foods and natural health.
(2) CONSUMER PRODUCTS –
-NATERA(R) – brand of retail hemp and superfood products distributed throughout North America, Asia and Europe.
-Prosnack Natural Foods Inc. (Elevate Me(TM)) – lifestyle brand of heathy meal replacement products distributed throughout North America.
-Chi Hemp Industries Incorporated (CHII) – e-commerce platform for natural and organic hemp products.
-PawsitiveFX(R) – topical pet care products.
-NATERA(R)CBD – retail hemp-based cannabinoid nutraceutical and cosmeceutical products distributed in Asia.
-NATERA(R)Skincare -brand of retail hemp based cosmeceutical products.
(3) NATERA(R) Ingredients – bulk ingredients including HempOmega(TM).
(4) Co-Packaging/Toll-Processing – packaging for house-brands (NATERA(R) and CHII) and third-party partners.
For more information e-mail email@example.com or call Investor Relations at 604-673-9573
On Behalf of the Board of Directors
Mr. Dave Eto, CEO, Director
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: firstname.lastname@example.org/Website: www.naturallysplendid.com
Photo courtesy of Reuters/Jaime Saldarriaga