Naturally Splendid Eliminates $16m in Contingent Liabilities


Richard Battle

September 1st, 2015

News, Top News


Naturally Splendid Enterprises Ltd. (“Naturally Splendid” or the “Company”) (TSX VENTURE: NSP) (OTCQB: NSPDF) (FRANKFURT: 50N) is pleased to announce that it has now procured outright ownership of all the omega technologies from Full Spectrum Laboratories (FSL) including HempOmega(R) and H2Omega(TM). The original licensing agreement with FSL granted Naturally Splendid exclusive rights to the omega technologies, with minimum royalty payments to FSL of $1,600,000 CDN annually over ten years beginning in 2017. The transfer of omega technologies to NSE gives the Company full ownership of these technologies and eliminates all minimum royalty payments to FSL. Thus eliminating $16 million in contingent liabilities over the next 10 years.

In consideration of owning a 100% interest in the omega technologies including HempOmega(R) and H2Omega(TM) and the removal of the Minimum Royalty, Naturally Splendid will extinguish its non-exclusive license of FSL’s bioreactor technology and change its exclusive license on certain analytical testing Standard Operating Procedures (SOPs) to a non-exclusive license.

FSL’s Chairman Charles Brink, who also sits on the board of NSE, expressed, “The amendment to our technology license agreement with NSE reflects FSL’s commitment and confidence in our long-term relationship with NSE and NSE’s future. By conveying the outright ownership of the omega technologies to NSE, we believe that it strengthens NSE’s control of over assets that are core to its long-term business strategy of being a leading producer of high value nutritional ingredient solutions in the exploding nutritional ingredient industry. Eliminating the minimum, mandatory annual license fees provide NSE greater flexibility in strategically investing in its future”. Mr. Brink further comments, “The development of pharmaceutical manufacturing technologies is core to FSL’s long-term business strategy, of which cannabinoid bio-synthesis may play a role. However, this is an early stage, experimental technology that may take years and significant investment capital to determine its value. Both companies are of the opinion that this potential pharmaceutical technology would be better managed by FSL thus allowing NSE the ability to focus and invest in its core business opportunities with market ready technologies and products. As the future of biosynthesis evolves, FSL will revisit NSE’s involvement with this technology”.

NSE’s CEO Craig Goodwin commented, “Amending our technology license agreement with FSL allows NSE to accomplish a number of important objectives. We believe ownership of the omega technology gives NSE a competitive advantage in the rapidly growing nutritional ingredient industry for human, pet and livestock applications. This allows NSE to create value added products for our customers with improved margins while at the same time eliminating significant royalty obligations to FSL. We have developed our partnership with FSL over the last three years and are continuing to build upon this relationship”.

NSE VP of Operations Bryan Carson emphasizes, “It is important to point out to our investors and stakeholders that our future business opportunities continue to include the array of technologies under license from FSL, including its patented cannabinoid formulation process. As the regulatory environment continues to evolve, we are strongly of the opinion that we possess very valuable assets that will position NSE for significant future growth, particularly in the development of formulated CBD products.”

Charles R. 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 toTSX 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 5.7(a) of Multilateral Instrument 61-101 on the basis that the value of the transaction will not exceed 25% of the fair market value of Naturally Splendid’s market capitalization.

The Restated and Amended License Agreement is subject to a number of conditions including acceptance of the above transaction 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 e-mail info@naturallysplendid.com or call 604-673-9573

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Richard Battle

Mr. Battle has over a decade of experience in the financial markets as both a private investor and financial journalist.

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