October 13, 2021 — (Vancouver, BC) good natured Products Inc. (the “Company” or “good natured®”) (TSX-V: GDNP) today announced that it has priced its previously announced marketed public offering (the “Offering”) of convertible unsecured subordinated debentures (the “Debentures”), for aggregate gross proceeds of $15 million and entered into an underwriting agreement with a syndicate of underwriters co-led by National Bank Financial Inc. and Beacon Securities Limited, and including Canaccord Genuity, Integral Wealth Securities Limited, Raymond James Ltd., Paradigm Capital Inc., and PI Financial Corp. (collectively, the “Underwriters”).
The Company has granted the Underwriters an option (the “Over-Allotment Option”), exercisable in whole or in part at the sole discretion of the Underwriters at any time up to 30 days following the closing of the Offering, to sell up to an additional principal amount of the Debentures representing up to 15% of the Offering. If the over-allotment option is exercised in full, the gross proceeds of the offering will be $17.25 million.
The debentures will mature on October 31, 2026, and will accrue interest at the rate of 7.00%, payable semi-annually in arrears on April 30 and October 31 of each year, commencing April 30, 2022. The Debentures will be convertible at the holder’s option into fully-paid common shares of the Company (“Shares”) at any time prior to the earlier of 5:00pm Eastern Time on October 31, 2026 (the “Maturity Date”), and the business day immediately preceding the date fixed for any redemption. The conversion price will be $1.06 for each common share, subject to adjustment in certain circumstances.
Closing of the Offering is expected to occur on or about October 28, 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 (“TSX-V”) and the applicable securities regulatory authorities.
The Debentures will be direct, unsecured obligations of the Company, subordinate to all other liabilities of the Company.
The Debentures will not be redeemable by the Company at any time on or before October 31, 2024, except upon the occurrence of a change of control of the Company in accordance with the terms of the debenture indenture to be entered into on the Closing Date with respect to the Offering. After October 31, 2024 and prior to October 31, 2025, the Debentures will be redeemable by the Company on not more than 60 days and not less than 30 days prior notice at a price payable equal to $1,000 per Debenture plus accrued and unpaid interest, provided that the volume weighted average trading price of the Shares on the TSX-V for the 20 consecutive trading days ending five trading days prior to the applicable date on which the notice of redemption is given exceeds 125% of the conversion price. On and after October 31, 2025, and prior to the Maturity Date, the Debentures will be redeemable by the Company on not more than 60 days and not less than 30 days prior notice at a price payable equal to $1,000 per Debenture plus accrued and unpaid interest.
Subject to specified conditions, the Company will have the right to repay the outstanding principal amount of the Debentures, on maturity or redemption, through the issuance of Shares.
The net proceeds of the Offering will be used to fund the redemption of the Company’s indebtedness under its existing credit facilities, in conjunction with the new Senior Credit Facility. In addition to this, proceeds will be available for the Company to pursue growth initiatives and working capital requirements.
A preliminary short-form prospectus for the offering was previously filed with the securities regulatory authorities in all provinces of Canada, except Québec. An amended and restated preliminary short-form prospectus is expected to be filed with the securities regulatory authorities in all provinces of Canada, except Québec, as soon as possible.
The Company will pay the Underwriters a cash commission equal to 5.00% of the gross proceeds of the Offering, including proceeds received from the exercise of the Over-Allotment Option.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. The Debentures being offered, and the Common Shares issuable upon the conversion or redemption of the Debentures, have not been and will not be registered under the U.S. Securities Act of 1933 (the “1933 Act”) or state securities laws. Accordingly, the Debentures may not be offered or sold to U.S. persons except pursuant to applicable exemptions from the registration requirements of the 1933 Act and applicable state securities laws is available.
The amended and restated preliminary short form prospectus will contain important information relating to these securities, but will remain subject to completion or amendment. Copies of the amended and restated preliminary prospectus will be available on the Company’s SEDAR profile at www.sedar.com or from any of the underwriters named above. There will not be any sale or acceptance of an offer to buy the securities until a receipt for the (final) short form prospectus of good natured® has been issued.
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 400 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 and to make more plant-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 Contact: 1-604-566-8466
Investor Contact: Spencer Churchill Investor Relations 1-877-286-0617 ext. 113 email@example.com
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.
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, 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 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.