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Good Natured Products Inc. Announces Closing of Private Placement

June 21, 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 announces that further to its new releases dated February 14, 2024 and March 22, 2024, the Company has closed its previously announced non-brokered private placement offering (the “Offering”). The Company issued a total of 15,639,998 units (each a “Unit”) at $0.06 per Unit for gross proceeds of $938,399.88 under the Offering.

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 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 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 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.

Grant of Equity Shares in lieu of Cash Compensation for Board members
Pursuant to the Company’s Omnibus Equity Incentive Compensation Plan, an aggregate 2,553,125 restricted share units (“RSUs”) were granted across the five Board Members of the Company in lieu of the typical cash component of their compensation for the 2024 calendar year. The RSUs will vest in a single tranche at the conclusion of the 2024 calendar year. 

Granting of new Board Member 2024 Equity Component
Pursuant to the Company’s Omnibus Equity Incentive Compensation Plan, the Board approved the granting of share compensation for 2024 to the newly elected board member, Mark Munford. Options to purchase 112,500 common shares were granted, with an exercise price of $0.07 per common share. The stock options have a term of five years and vest over a 48-month period. The Company also granted Mr. Munford an aggregate of 337,500 RSUs, vesting in equal portions over a three-year term.

Each RSU entitles the holder thereof to receive either one common share, the cash equivalent of one common share or a combination of cash and common shares, as determined by the Company.

The granting of these options and RSUs is subject to TSX Venture Exchange approval.

The good natured® corporate profile can be found at:

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:

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

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.