Shipping Included on all in-stock food packaging

good natured Products Inc. announces Convertible Debenture Unit Private Placement Financing

October 10, 2019 — (Vancouver, BC) good natured Products Inc. (the “Company” or “good natured®”) (TSX-V: GDNP), today announced a brokered private placement offering (the “Offering”) of convertible debenture units (“Units”), with each Unit being comprised of a CAD $1,000 principal amount, 10% subordinated unsecured convertible debenture (each, a “Debenture”) due sixty (60) months from the closing date (the “Maturity Date”) and 938 common share purchase warrants (the “Warrants”). Integral Wealth Securities Ltd. (the “Agent”) has been engaged to act as the Company’s agent on a best efforts basis in connection with the Offering. The Company intends to raise a maximum of CAD $5,300,000 in gross proceeds in the Offering, subject to the over-allotment option described below.

The proceeds of the Offering will be utilized to redeem the Company’s existing 10% convertible unsecured debentures due February 2022 (the “2018 Debentures”), of which a $4,874,000 principal amount is currently outstanding. The 2018 Debentures will be redeemed at a 5% premium, plus accrued interest since August 28, 2019. The balance of the net proceeds of the Offering will be used for closing costs, as well as working capital and general corporate purposes to pay off the 2018 Debenture.

The redemption of the 2018 Debentures will allow more flexibility for the Company in terms of accessing growth capital.

Each Debenture will be convertible, at the option of the holder, at any time prior to the close of business on the last business day immediately preceding the Maturity Date, into that number of common shares (the “Debenture Shares”) computed on the basis of the principal amount of the Debentures divided by a conversion price of $0.23 per common share (the “Conversion Price”). The Debentures will be subject to an acceleration right exercisable by the Company which will force the conversion of the Debentures into common shares at the $0.23 conversion price. This right is exercisable if the Company’s common shares trade at or above a volume-weighted average trade price of $0.33 on the TSX Venture Exchange on any 20 consecutive trading days. If the acceleration right is exercised by the Company, the conversion will occur immediately.

Each Warrant shall entitle the holder thereof to purchase one common share of the Company (each a “Warrant Share”) for a period of 24 months after the issue date at a price of $0.16 per Warrant Share (subject to adjustment in certain circumstances). The Warrants will be subject to an acceleration right if on any 20 consecutive trading days following the closing date, the Company’s common shares trade at greater than a volume-weighted average trading price of $0.25.

The Debentures and Warrants will be subject to a hold period expiring on that day that is four months and one day after the closing of the Offering.

The interest on the Debentures will be payable in cash on a semi-annual basis in arrears. An amount sufficient to satisfy the interest payments for the first year following the closing will be set aside and held in escrow by the Company from the proceeds raised.

The Company will grant to the Agent an option (the “Agent’s Option”), exercisable in whole or in part at any time until the date that is 30 days after the closing of the Offering, to purchase up to an additional 15% of the number of Units sold under the Offering on the same terms as the Offering. The Corporation has also agreed to (a) pay the Agent a commission (the “Agent’s Commission”) comprised of an amount equal to 7% of the aggregate subscription price for Units sold pursuant to the Offering and (b) issue that number of agent warrants (“Agent Warrants”) equal to 7% of the aggregate number of common shares issuable upon conversion of the Debentures sold pursuant to the Offering, provided that the Agent’s Commission and the percentage of Agent’s Warrants to be issued will be reduced to 4% and 4%, respectively, in respect of Units sold pursuant to the Offering to existing 2018 Debenture holders and directors, officers, and employees of the Company and their affiliates. Each Agent Warrant shall entitle the holder thereof to acquire one Common Share at an exercise price of $0.16 for a period of 24 months from the Closing Date.

Closing of the Offering is expected to occur on or about October 31, 2019 and remains subject to TSX-V approval.

The securities offered have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor in any other jurisdiction.

About good natured Products Inc.

With over 100 plant-based food packaging applications, 10 grades of bioplastic rollstock sheets, 30 home & business organizational products and a world class team of scientists, business builders and retailers, good natured® is producing and distributing one of North America’s widest assortments of consumer products and packaging made from the highest possible percentage of renewable, plant-based materials and no BPAs, phthalates or other chemicals of concern.

Committed to doing what’s right for the planet and right for business, good natured® is creating better everyday products® that combine cutting-edge bioplastic technology and the latest sustainable design features that not only look good, but maximize shelf space, drive incremental sales, enhance logistics and boost environmental benefits, all bundled up in a fresh and friendly brand.

For more information:

On behalf of the Company:

Paul Antoniadis – Executive Chair & CEO
Contact: 1-604-566-8466

Investor Contact:
Caleb Jeffries
Kin Communications

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 on Forward-Looking Information

Information in this news release that is not current or historical factual information may constitute forward-looking information within the meaning of securities laws. Implicit in this information, particularly in respect of the potential closing of the Offering and the amount to be raised, are assumptions regarding the general market conditions for offerings such as the Offering. These assumptions, although considered reasonable by the Company at the time of preparation, may prove to be incorrect. Readers are cautioned that the closing of the Offering is subject to a number of risks and uncertainties, including relating to general market conditions, and accordingly the Offering may not be able to be completed on the terms currently expected as set out above, or at all. Other than as required under securities laws, we do not undertake to update this information at any particular time. Forward-looking information contained in this news release is based on our current estimates, expectations and projections, which we believe are reasonable as of the current date. 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 information contained in this news release is expressly qualified in its entirety by this cautionary statement.