Vancouver, British Columbia--(Newsfile Corp. - July 11, 2024) - good natured Products Inc. (TSXV: GDNP) (OTC Pink: GDNPF) (the "Company" or "good natured?"), a North American leader in eco-friendly food packaging, bio-based plastic extrusion and plant-based products, announced today that pursuant to the order (the "Initial Order") obtained from the Supreme Court of British Columbia Justice (the "Court") under the Companies' Creditors Arrangement Act (the "CCAA") on June 28, 2024, the Company sought and was granted by the Court on July 11, 2024 an extension of the associated stay of proceedings (the "Stay Extension") up to and including October 25, 2024. The Stay Extension is intended to allow the Company to operate in the ordinary course under the protection of the Initial Order and implement a sale and investment solicitation process (a "SISP"). The Company's board of directors has selected Capital West Partners (the "Sales Agent") to assist with the SISP, under the oversight of Alvarez & Marsal Canada Inc. as monitor of the Company (in such capacity, the "Monitor"), with a view to completing an investment or sale transaction as contemplated by the SISP (a "Transaction") for the benefit of the Company's stakeholders.
The Company has also entered into a debtor-in-possession financing agreement (the "DIP Financing") with Wells Fargo Capital Finance Corporation Canada to fund operations and restructuring efforts, including the CCAA proceedings, implementation of the SISP and any Transaction arising from the SISP. The material terms of the DIP Financing are as follows:
DIP Financing - Summary of Key Terms
Lender
Wells Fargo Capital Finance Corporation Canada
Maximum amount under the DIP Financing
DIP Financing shall be utilized in accordance with the applicable approved cash flow forecast and availability will not exceed the Petitioners' operating cash flow requirements as set out in the applicable approved cash flow forecast The maximum amount of the revolving loan limit is the US dollar equivalent of Canadian $15,100,000
Applicable Margin
(i) 3.50% for SOFR Loans, CORRA Loans and Letter of Credit Fees; and (ii) 2.50% for Canadian Base Rate Loans and Base Rate Loans.
Maturity Date
Earlier of: (i) September 27, 2024, provided that the date shall be extended to October 25, 2024 provided at least one Phase 2 Bid acceptable to Wells Fargo is received on or before the Phase 2 Bid Deadline (each as defined in the SISP discussed above); and (ii) the occurrence of a Terminating Event.
Additional information regarding the CCAA proceedings - including all of the Court materials filed in the CCAA proceedings - may be found at the Monitor's website: https://www.alvarezandmarsal.com/goodnatured
Since the date of the Company's press release announcing the Initial Order on June 28, 2024, there have been no changes to the Company's transfer agent or to its board of directors, and the Company continues to comply with all of the disclosure requirements under the NEX Policy.
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 the NEX Board of the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the NEX Board 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. Specific forward-looking statements in this press release may include, but are not limited to, statements with respect to the filing by the Company and its subsidiaries of the Stay Extension, the outcome of the CCAA proceedings and the DIP Financing, the implementation and outcome of the SISP and any Transaction arising from the SISP, the future success, plans and objectives of the Company, and the intended operations of the Company and any disruptions to Its products and services.
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, operating In ordinary course under the protection of the Interim Order, the ability to implement the SISP and any Transaction arising from the SISP, funding under the DIP Financing, future plans and strategies, 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, all necessary court orders and approvals are obtained to permit the Company to implement its restructuring plans, 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: delay or failure to receive required approvals with respect to the CCAA proceedings, future capital needs and uncertainty of the SISP and any resulting Transaction, 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 dated April 29, 2024 of the Company and other documents disclosed under the Company's filings at www.sedarplus.com. 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 statements contained in this news release are expressly qualified in their entirety by this cautionary statement.
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.
