Good Natured Products Inc. Announces Approval of Amendments to Convertible Debentures

April 30, 2024 — (Vancouver, BC) good natured Products Inc. (the “Company” or “good natured^®”) (TSX-V: GDNP) (OTCQB: GDNPF), a North American leader in eco-friendly food packaging, bio-based plastic extrusion and plant-based products, today announced that at a special meeting held today of the holders (the "Debentureholders") of its 7.0% convertible unsecured subordinated debentures due October 31, 2026 (the "Convertible Debentures"), the Debentureholders approved an extraordinary resolution regarding amendments to the Convertible Debentures (the "Convertible Debenture Amendments") as outlined in the Company’s press release dated April 11, 2024.

As previously announced, the Convertible Debenture Amendments will result in the following changes to the Convertible Debentures:

1. partially redeeming (the “Partial Redemption”) an aggregate of 50% of the principal amount outstanding of the Convertible Debentures, such that the current principal amount of $17,250,000 shall be reduced to $8,625,000 in consideration for the issuance of 70,500,000 common shares of the Company (a “Common Share”), with a deemed value of $8,625,000 ($0.122 per Common Share). It is expected that the Common Shares will be distributed to the Debentureholders on a pro-rata basis, on or around May 6, 2024 (the “Redemption Date”) to those Debentureholders of record as of May 3, 2024, and the interest upon the principal amount of Convertible Debentures called for redemption shall cease to be payable from and after the Redemption Date. Although the Company intends to affect the Partial Redemption on May 6, 2024 or as soon as practicable thereafter, there is no guarantee that the Redemption Date will be May 6, 2024. Any accrued and unpaid interest on the Convertible Debentures which compose the Partial Redemption (the “Redeemed Debenture”) will be paid in cash on or around May 6, 2024. Prior to and excluding April 30, 2024, the Redeemed Debentures will accrue interest at a rate of 7% per annum; if applicable, subsequent to and including April 30, 2024, the Redeemed Debentures will accrue interest at a rate of 10% per annum;
2. amending the terms of the Convertible Debentures such that the interest payment dates (which are currently bi-annual) shall occur once annually on December 15th of each year (the “Accrual Date”);
3. amending the definition of “Interest Rate” in the Convertible Debenture Indenture to increase the interest rate on the Convertible Debentures from 7.0% to 10.0% per annum;
4. amending the terms of the Indenture to allow, at the election of the Company, for the payment of the interest accrued on the Convertible Debentures through the issuance of Common Shares, which shall have a deemed price-per-share equal to the greater of: (i) the 10-day Volume-Weighted Average Price (“VWAP”) prior to the Accrual Date, or (ii) the minimum acceptable price to the TSX Venture Exchange (the “TSXV”), pursuant to the policies of the TSXV;
5. amending the terms of the Convertible Debentures such that the maturity of the Convertible Debentures will be extended from October 31, 2026 to December 15, 2029;
6. approving an application to de-list the Convertible Debentures from trading on the TSXV, which de-listing is expected to occur on or around May 3, 2024; and
7. the semi-annual interest payment of $603,750 due April 30, 2024 (the “Deferred Payment”) on the Convertible Debentures will be deferred, such that a total of $603,750 will be paid in conjunction with the first annual interest payment due December 15, 2024 on the same terms as described above on a pro-rata basis. Payment may also be satisfied through the issuance of Common Shares. The Deferred Payment shall be paid to Debentureholders of record as at April 29, 2024.

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.

Debentureholders owning 48.41% of the outstanding Convertible Debentures voted. The detailed results of the vote were as follows:

The effective date of the Convertible Debenture Amendments is April 30, 2024. The Company has entered into a supplemental debenture indenture to the existing trust indenture between TSX Trust Company and the Company dated October 28, 2021, governing the Debentures to affect the Convertible Debenture Amendments.

The TSXV has conditionally approved the Convertible Debenture Amendments and the Partial Redemption. The Convertible Debenture Amendments and the Partial Redemption each remain subject to the final approval of the TSXV.

The good natured^® corporate profile can be found at:
goodnaturedproducts.com/pages/investor

About good natured Products Inc.
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.

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
invest@goodnaturedproducts.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 

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 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.