Vancouver, British Columbia--(Newsfile Corp. - March 22, 2024) - good natured Products Inc. (TSXV: GDNP) (OTCQB: GDNPF) (the "Company" or "good natured?"), a North American leader in plant-based products, announces that, further to its press release dated February 14, 2024, it has closed the first tranche ("First Tranche") of a non-brokered private placement financing (the "Offering"), by issuing 15,639,998 units (each a "Unit") at $0.06 per Unit for gross proceeds of $938,399.88.
Each Unit consisted of one common share in the capital of the Company (a "Unit Share") and one common share purchase warrant (a "Warrant") of the Company. Each Warrant entitles the holder thereof to acquire one common share (a "Warrant Share") at an exercise price per Warrant Share of $0.08 (the "Warrant Exercise Price") for a period of thirty months from the closing of the First Tranche.
In connection with the First Tranche closing of the Offering, the Company paid aggregate finder's fees of $8,671.99 and issued an aggregate of 144,534 compensation warrants (each, a "Compensation Warrant"), pursuant to a finder's fee agreement entered between the Company and a finder. Each Compensation Warrant entitles the holder thereof to purchase one Warrant Share at a price of $0.06 per Warrant Share for a period of thirty months from the date of issuance.
The net proceeds of the Offering are expected to be used by the Company to fund working capital and one-time expenses associated with previously announced cost reduction activities (see press release dated February 14, 2024 and February 1, 2024).
All securities issued pursuant to the above referenced Offering will be subject to a statutory four-month hold period. The Offering is subject to a number of conditions, including without limitation, approval of the TSX Venture Exchange.
Insiders of the Company prior to closing the First Tranche, subscribed for a total of 5,170,000 Units for total gross proceeds of $310,200.00 under the Offering. Participation by insiders constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the Offered Shares issued to such related parties, nor the consideration paid by such related parties exceeded 25% of the Company's market capitalization. The Company did not file a material change report in respect of the related party transaction 21 days prior to the closing of the Offering as the details of the participation of insiders of the Company had not been confirmed at that time. Further details will be provided in a material change report to be filed by the Company subsequent to the dissemination of this press release.
The Company intends to issue additional Units in subsequent tranches as part of the Offering, up to the maximum amount announced in the February 14, 2024 press release. The TSX Venture Exchange has granted a 30-day extension to the Company to close additional tranches.
The Units 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.
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.
Close of Mortgage Refinancing for Brampton, Ontario Facility
In addition, the Company announces that on February 27, 2024, it closed the mortgage refinancing for its Brampton, Ontario facility. Principal and interest will be paid monthly at a fixed rate of 5.75%. All other terms and conditions announced in the press release dated February 20, 2024 remain unchanged.
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 plant-based products made from rapidly renewable resources instead of fossil fuels. The Company is focused on making it easy and affordable for business owners and consumers to shift away from petroleum to better everyday products? that use more renewable materials, less fossil fuel, and no chemicals of concern.
good natured? offers over 400 products and services through wholesale, direct to business, and retail channels. From plant-based home organization products to certified compostable food containers, bio-based industrial supplies and medical packaging, the Company is focused on making plant-based products more readily accessible to people as a means to create meaningful environmental and social impact.
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
This press release contains "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "budget," "believe," "project," "estimate," "expect," "scheduled," "forecast," "strategy," "future," "likely," "may," "to be," "could,", "would," "should," "will" and similar references to future periods or the negative or comparable terminology, as well as terms usually used in the future and the conditional.
By their nature, forward-looking statements involve known and unknown risks, uncertainties, changes in circumstances and other factors that are difficult to predict and many of which are outside of the Company's control which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Forward-looking information contained in this news release is based on our current estimates, expectations and projections regarding, among other things, future plans and strategies, the intention to complete the Offering and the expected expenditure of the proceeds of the Offering, projections, future market and operating conditions, supply conditions, end customer demand conditions, anticipated events and trends, general market conditions, the economy, financial conditions, sales volume and pricing, expenses and costs, and other future conditions which we believe are reasonable as of the current date. Important factors that could cause actual results and financial conditions to differ materially from those indicated in the forward-looking statements include, but are not limited to: future capital needs and uncertainty of additional financing, risks relating to general economic, market and business conditions and unforeseen delays in the realization of the Company's plans, risks related to the loss of key manufacturing equipment, capability or facilities, the performance of plant-based materials and the ability of the Company's products and packaging to meet significant technical requirements, changes in raw material supply and costs, labour availability and labour costs, fluctuations in operating results, and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company's filings at www.sedar.com. The reader should not place undue importance on forward-looking information and should not rely upon this information as of any other date. Important factors that could cause actual results and financial conditions to differ materially from those indicated in the forward-looking statements include, among others:
The risk that the closing conditions for completion of the Offering are not satisfied
Risks relating to general economic, market and business conditions.
The Company considers its assumptions to be reasonable based on currently available information, but cautions the reader that its assumptions regarding future events, many of which are beyond the control of the Company, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect the Company and its businesses. When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed that the material factors referred to above will not cause such forward-looking statements and information to differ materially from actual results or events. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
Other than as required under securities laws, the Company does not undertake to update this information at any particular time.
Forward-looking statements contained in this news release are based on the Company's current estimates, expectations and projections regarding, among other things, sales volume and pricing which it believes are reasonable as of the current date. The reader should not place undue importance on forward-looking statements and should not rely upon these statements as of any other date. All forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.
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