Naturally Splendid Enterprises Ltd.
TSX VENTURE : NSP
OTCQB : NSPDF
FRANKFURT : 50N

Naturally Splendid Enterprises Ltd.

December 05, 2014 12:53 ET

Naturally Splendid Provides Update on Proposed Private Placement Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 5, 2014) - Naturally Splendid Enterprises (the "Company") (TSX VENTURE:NSP)(OTCQB:NSPDF)(FRANKFURT:50N) announces that its previously announced private placement offering (see news release dated November 27, 2014) will be offered to existing security holders pursuant to BC Instrument 45-534 - Exemption from prospectus requirement from certain trades to existing security holders ("BCI 45-534"). The offering will now consist of a minimum of 6,000,000 units up to a maximum of 7,000,000 units (the "Units") at a price of $0.25 per Unit for minimum gross proceeds of $1,500,000 and up to maximum gross proceeds of $1,750,000 (the "Offering").

Each Unit will continue to be comprised of one common share of Naturally Splendid and one-half of one common share purchase warrant ("Warrant"), with each whole Warrant entitling the holder to purchase one additional common share at $0.40 per share for a period of two years from the date of the issue. Naturally Splendid will have 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 $0.50 for 10 consecutive trading days. In the event of acceleration, the expiry date will be accelerated to a date that is 30 days after Naturally Splendid issues a news release announcing that it has elected to exercise this acceleration right.

The Offering of securities pursuant to 45-534 is being made to existing security holders who held shares of Naturally Splendid on December 4, 2014 (the "Record Date").

Naturally Splendid plans to use the gross proceeds of the Offering as follows:

Minimum Gross Proceeds
($)
Maximum Gross Proceeds
($)
Payment of balance owing under Novation Agreement(1) 660,000 660,000
Product Development 100,000 150,000
General Corporate Purposes 740,000 940,000
Total 1,500,000 1,750,000

Note:

  1. The Novation Agreement between Naturally Splendid, Naturally Splendid USA Ltd., Boreal Technologies, Inc. and Full Spectrum Laboratories Limited (see news release dated November 20, 2014).

In the event that Naturally Splendid receives subscriptions above the maximum, Naturally Splendid will adjust the subscriptions received on a pro-rata basis.

Subject to TSX Venture Exchange approval, Naturally Splendid may pay finders a fee consisting of cash and warrants from the proceeds of the proposed Offering.

Closing of the proposed Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including approval of the TSX Venture Exchange.

About Naturally Splendid Enterprises Ltd.

Naturally Splendid has an exclusive sales agreement to market and distribute, in North America, the full complement of patent pending, plant-based omega products created by Boreal Technologies. The products include HempOmega™ and H2Omega™, as well as the FlaxOmega™, CanolaOmega™, and ChiaOmega™ plant based omega products. 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.

Naturally Splendid's 100% owned NATERA™ line of hemp-based superfood products are carried nationwide by Canada's leading health food distributors and a network of retail stores across Canada including major retailers and specialty stores. Naturally Splendid's recently rebranded "NATERA™" line of products includes natural and flavored shelled hemp seeds as well as natural and flavored hemp protein powders.

About Full Spectrum Labs Limited

Full Spectrum Laboratories, LTD. Incorporated in Ireland, is a bioresearch and product development company with operating subsidiaries in Canada and the United States. The company has principally focused on the plant cannabis sativa and has developed numerous technologies and made several discoveries resulting in two granted patents and over 11 patent applications, in just under 5 years. FSL currently concentrates on formulation and extraction technologies; analytical cannabis testing in Canada; advance cannabis plant breeding specializing in CBD expression; and cannabinoid bio-synthesis.

For more information e-mail info@naturallysplendid.com or call 604-559-8051.

On Behalf of the Board of Directors

J. Craig Goodwin, CEO, Director

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, but not limited to, Naturally Splendid's ability to complete the private placement financing and the closing of the transaction with FSL and Boreal. 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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