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July 8, 2020 — (Vancouver, BC) good natured Products Inc. (the “Company” or “good natured®”) (TSX-V: GDNP) today announced a private placement of up to 25,000,000 units (the “Units”) at a price of $0.14 per Unit (the “Issue Price”) for gross proceeds of up to $3,500,000 (the “Offering”). Each Unit will be comprised of one common share of the Company (a “Common Share”) and one half (1/2) of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder to acquire one additional Common Share at an exercise price of $0.21 per Common Share (the “Exercise Price”) for a period of 12 months from the closing of the Offering.
The Company has entered into an agreement with Integral Wealth Securities Limited (“Integral”) and Canaccord Genuity Corp. (“Canaccord”) to act as co-lead agents (together, the “Agents”) on a best efforts basis in connection with the Offering. The closing of the Offering is expected to occur on or about August 30, 2020 (the “Closing Date”). Closing is subject to a number of prescribed conditions, including, without limitation, approval of the TSX Venture Exchange.
The Units will be subject to a four-month hold period under applicable securities laws in Canada. The Company will grant to the Agents the option to offer for sale up to an additional 3,571,428 Units at the Issue Price (the “Over-Allotment Option”), exercisable in whole or in part, at any time prior to the Closing Date, on the same terms as the Offering. The Company has also agreed to: (a) pay the Agents a cash commission equal to 7.0% of the aggregate gross proceeds of the Offering; and (b) issue that number of agent warrants (the “Agent Warrants”) equal to 7.0% of the aggregate number of Units issued pursuant to the Offering. Each Agent Warrant shall entitle the holder thereof to acquire one Common Share at the Issue Price for a period of 12-months from the Closing Date.
The net proceeds from the Offering will be used to complete the repayment of the Company’s outstanding convertible debentures issued on February 28th, 2018 and for general working capital purposes.
The Warrants will be subject to an acceleration right exercisable by the Company. If, at any time following the date that is four months and one day from the Closing Date, the daily volume weighted average trading price of the Common Shares on the TSX Venture Exchange is greater than C$0.32 per Common Share for any 20 consecutive trading days, the Company shall have the right to accelerate the exercise of the Warrants at the Exercise Price. If the Company exercises its Warrant acceleration right, the new expiry date of the Warrants shall be the 30th day following the notice of such exercise.
The Offering will take place by way of a private placement to qualified investors in Canada, and in such other jurisdictions where the Offering can lawfully be made under applicable private placement exemptions.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities In the United States. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “US Securities Act”) or any states securities laws and may not be offered or sold within the United states or to US Persons (as defined in Regulation S under the US Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About good natured Products Inc.
good natured® is producing and distributing one of North America’s widest assortments of better everyday products® made with the highest possible percentage of renewable, plant-based materials and no BPAs, phthalates or other chemicals of concern potentially harmful to human health and the environment.
With a growing assortment of over 385 products and services, good natured® creates eco-friendly home and business products, food packaging, restaurant/take-out containers, medical and industrial supplies designed to do good for the planet, good for human health and good for business by driving incremental sales, minimizing waste and reducing environmental impact, all bundled up in a fresh and approachable brand.
For more information: goodnaturedproducts.com
On behalf of the Company:
Paul Antoniadis – Executive Chair & CEO
1-877-286-0617 ext. 113
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibilities for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward-Looking Information
Information regarding the Offering contained in this news release constitutes forward-looking information within the meaning of securities laws.
Implicit in this information, particularly in respect of the projected terms and closing date of the Offering, are assumptions regarding the marketability of the Offering which will be ultimately determined by market conditions. Specifically, we have assumed that market conditions will support an offering on substantially the terms disclosed in this press release. This assumption, although considered reasonable by the Company at the time of preparation, may prove to be incorrect. Readers are cautioned that the closing of the Offering is subject to a number of risks and uncertainties, including risks relating to general economic, market and business conditions and could differ materially from what is currently expected as set out above.
Other than as required under securities laws, we do not undertake to update this information at any particular time.
Forward-looking information contained in this news release is based on our current estimates, expectations and projections, which we believe are reasonable as of the current date. The reader should not place undue importance on forward-looking information and should not rely upon this information as of any other date. All forward-looking information contained in this news release is expressly qualified in its entirety by this cautionary statement.