Vancouver, British Columbia--(Newsfile Corp. - May 8, 2024) - good natured Products Inc. (TSXV: GDNP) (OTCQB: GDNPF) (the "Company" or "good natured?"), a North American leader in eco-friendly food packaging, bio-based plastic extrusion and plant-based products, today announced it has completed the partial redemption (the "Partial Redemption") of its 10.0% convertible unsecured subordinated debentures due December 15, 2029 (the "Convertible Debentures").
As outlined in the Company's press release dated April 30, 2024, debentureholders approved an extraordinary resolution regarding amendments to the Convertible Debentures. As a result, an aggregate of 50%, or $8,625,000 of the original outstanding principal amount was redeemed, and the Convertible Debentures have been reduced to a principal amount of $8,625,000. In consideration, debentureholders received an aggregate of 70,500,000 common shares of the Company and $18,906.00 in accrued interest.1 The Partial Redemption is subject to final approval from the TSX Venture Exchange.
Related Party Transaction
Pursuant to the Partial Redemption, Spencer Churchill, an officer of the Company, will acquire 102,174 common shares and $27.40 in accrued interest and Donald Holmstrom, an officer of the Company (together with Spencer Churchill, the "Insiders"), will acquire 40,869 common shares and $10.96 in accrued interest. The accrued interest paid to Insiders in the Partial Redemption constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on an exemption from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to section 5.5(a) and section 5.7(1)(a), as the fair market value of the Insiders' participation is not more than 25% of the Company's market capitalization.
A description of the Convertible Debenture Amendments is set out in the Company's management information circular dated April 4, 2024 and available under the Company's profile on SEDAR+ at sedarplus.ca and on the Company's website at goodnaturedproducts.com/pages/investor.
good natured? is at the forefront of North America's shift toward sustainability, showcasing over 90 plant-based packaging designs and an extensive portfolio of more than 400 products and services. These offerings are purposefully designed to reduce environmental impact by using more renewable materials, less fossil fuel, and eliminating chemicals of concern.
Manufactured locally in the US and Canada, good natured? engineers and distributes a diverse range of bio-based products across various sectors, including grocery, restaurant, electronics, automotive, and pharmaceutical via both wholesale and direct channels.
The Company is dedicated to providing an industry-leading customer experience in order to encourage the transition to renewable alternatives. By making it easy and affordable for businesses to adopt bio-based products and packaging, good natured? aims to empower them to reach their sustainability objectives.
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, completion of the Partial Redemption, the expected benefits if the Convertible Debenture Amendments, 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.
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.
1 Each debentureholder, on a pro rata basis, received 8,173.94 common shares in the Company and $2.192 in accrued interest per $1,000 of outstanding principal amount that was subject to the Partial Redemption.
