February 9, 2021 — (Vancouver, BC) good natured Products Inc. (the “Company” or “good natured®”) (TSX-V: GDNP), a North American leader in plant-based product and packaging, today announced that it has entered into an agreement with Beacon Securities Limited (“Beacon“) and Canaccord Genuity Corp., as co-lead underwriters and co-bookrunners, on behalf of a syndicate of underwriters, including Integral Wealth Securities Limited, Raymond James Ltd., and Paradigm Capital Inc. (collectively, the “Underwriters“) pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 12,500,000 common shares (the “Offered Shares“) in the Company at a price of $1.20 per Offered Share (the “Issue Price“) for aggregate gross proceeds to the Company of $15,000,000 (the “Offering“).
In addition, the Company has granted the Underwriters an over-allotment option to purchase additional Offered Shares equal up to such number of common shares as is equal to 15% of the Offered Shares sold pursuant to the Offering at the Issue Price, exercisable in whole or in part by the Underwriters, at any time, and from time to time, up to 30 days following the closing of the Offering.
In consideration for the services to be provided by the Underwriters in connection with the Offering, the Company has also agreed to pay the Underwriters a cash commission equal to 6.0% of the aggregate gross proceeds of the Offering and issue that number of compensation options (the “Compensation Options”) to the Underwriters equal to 6.0% of the aggregate number of Offered Shares issued pursuant to the Offering. Each Compensation Options shall entitle the holder thereof to acquire one common share of the Company (“Common Shares”) at the Issue Price for a period of 24 months from the closing of the Offering.
The net proceeds of the Offering are expected to be used by the Company for potential future acquisition, general corporate purposes, and working capital. Closing of the Offering is expected to occur on or about March 4, 2021 (the “Closing Date“) or such other date as the Company and the Underwriters may agree, and is subject to a number of conditions, including without limitation, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange and the applicable securities regulatory authorities.
The Offering is to be effected on a bought deal basis in each of the provinces of Canada (other than Quebec) (the “Qualifying Jurisdictions“) pursuant to a short form prospectus to be filed in each of the Qualifying Jurisdictions and by way of private placement to eligible purchasers resident in jurisdictions other than Canada that are mutually agreed to by the Company and Beacon, provided that no prospectus filing or comparable obligation arises and the Company does not thereafter become subject to continuous disclosure obligations in such jurisdictions.
The Offered Shares have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold in the United States or to, for the account or benefit of, “U.S. persons” (as such term is defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act or and applicable state securities laws or pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Offered Shares may be offered and sold in the United States to Qualified Institutional Buyers (as defined in Rule 144A under the U.S. Securities Act) and to Accredited Investors (as defined in Rule 501(a) of Regulation D under the U.S. Securities Act), in each case by way of private placement pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable securities laws of any state of the United States. Any Offered Shares offered and sold in the United States shall be issued as “restricted securities” (as defined in Rule 144(a)(3) under the U.S. Securities Act).
This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Business Development Bank of Canada Debt Retirement Transaction
The Company also announced that it has entered into an agreement with BDC Capital inc., a subsidiary of the Business Development Bank of Canada (“BDC“) for the conversion of $2.5 million USD of the Company’s existing long term credit facility into Common Shares at the Issue Price (the “Share Settlement“). It is anticipated that this transaction will be completed concurrently with the closing of the Offering. Following the Share Settlement, BDC will remain a shareholder and, based on the Bank of Canada’s end of day exchange as of February 8, 2020 of 1.2753 $CAD to $USD, beneficially own 12,323,542 Common Shares, representing approximately 6.8% of the current Common Shares outstanding. In addition, the Company has agreed to pay US$738,311 in cash to BDC to further reduce its outstanding debt to BDC following the closing of the Offering. BDC and the Company act at arms’ length to each other and the agreement with BDC is subject to a number of closing conditions, including without limitation, acceptance by the TSX Venture Exchange. The Common Shares issued to BDC pursuant to the Share Settlement will be subject to a four-month hold period. The Company’s material financing agreements with BDC can be found on its SEDAR profile at www.sedar.com.
The good natured® corporate profile can be found at: investor.goodnaturedproducts.com
About good natured Products Inc.
good natured® is passionately pursuing its goal of becoming North America’s leading earth-friendly product company by offering the broadest assortment of eco-friendly options made from plants instead of petroleum. We’re all about making it easy and affordable for business owners and consumers to switch to better everyday products® made from renewable materials and free from chemicals of concern.
Part of the sustainable consumer goods market, good natured® offers over 385 products and services through wholesale and retail channels, including our own e-commerce stores. From plant-based home organization products to compostable food containers, bioplastic industrial supplies and medical packaging, we’re focused on delivering a great customer experience to make moreplant-based products readily accessible to more people as the path to deliver meaningful environmental and social impact.
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 and the Share Settlement contained in this news release constitutes forward-looking information within the meaning of securities laws.
The forward-looking statements contained in this news release are based on certain key expectations and assumptions made by the Company, including expectations and assumptions regarding the terms, timing and potential completion of the Offering and the Share Settlement, satisfaction of regulatory requirements in various jurisdictions and the use of the net proceeds of the Offering. These assumptions, 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 and the Share Settlement is subject to a number of risks and uncertainties, including risks relating to satisfaction of regulatory requirements in various jurisdictions and 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.