Good Natured Products Inc. Announces $3 Million Brokered Private Placement

June 8, 2023 — (Vancouver, BC) good natured Products Inc. (the “Company” or “good natured®”) (TSX-V: GDNP) (OTCQX: GDNPF), a North American leader in plant-based products, today announced that it has entered into an agreement with Beacon Securities Limited (“Beacon”) and Integral Wealth Securities Limited (“Integral”) as joint bookrunners on behalf of a syndicate of agents (collectively, the “Agents”) in connection with a best efforts private placement (the “Offering”) of a minimum of 21,430,000 units (the “Units”) of the Company at a price of $0.14 per Unit (the “Issue Price”) for aggregate gross proceeds of $3 million, subject to a maximum as set out in Part 5A (the “Listed Issuer Financing Exemption”) of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”).

Each Unit will consist 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 will entitle the holder thereof to acquire one common share (a “Warrant Share”) at an exercise price per Warrant Share of $0.19 (the “Warrant Exercise Price”) for a period of 30 months from the closing of the Offering.

In consideration for the services to be provided by the Agents in connection with the Offering, the Company has also agreed to pay the Agents a cash commission equal to 7.0% of the aggregate gross proceeds of the Offering and issue that number of compensation options (the “Compensation Options”) to the Agents equal to 7.0% of the aggregate number of Units issued pursuant to the Offering. Each Compensation Option shall entitle the holder thereof to acquire one common share of the Company at the Issue Price for a period of 30 months from the closing of the Offering. The Agents will receive a reduced cash commission of 3.0% and that number of Compensation Options equal to 3.0% of the number of Units sold to insiders of the Company, subject to a maximum of $1,500,000 on insider sales.

The net proceeds of the Offering are expected to be used by the Company to fund working capital to support organic growth initiatives and strategic acquisitions. The Offering is subject to a number of conditions, including without limitation, approval of the TSX Venture Exchange.

Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106, the Units will be offered for sale to purchasers resident in Canada and/or other qualifying jurisdictions pursuant to the Listed Issuer Financing Exemption. Securities issued pursuant to the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws. There is an offering document related to the Offering that can be accessed under the Company’s issuer profile on SEDAR at www.sedar.com and on the Company’s website at investor.goodnaturedproducts.com. Prospective investors should read the offering document before making an investment decision.

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.

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

About good natured Products Inc.

good natured® is passionately pursuing its goal of becoming North America’s leading earth-friendly product company by offering the broadest assortment of plant-based products made from rapidly renewable resources instead of fossil fuels. The Company is focused on making it easy and affordable for business owners and consumers to shift away from petroleum to better everyday products® that use more renewable materials, less fossil fuel, and no chemicals of concern.

good natured® offers over 400 products and services through wholesale, direct to business, and retail channels. From plant-based home organization products to certified compostable food containers, bio-based industrial supplies and medical packaging, the Company is focused on making plant-based products more readily accessible to people as a means to create meaningful environmental and social impact.

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, 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. Important factors that could cause actual results and financial conditions to differ materially from those indicated in the forward-looking statements include, among others:

• The risk that the Company may not be successful finding subscribers to take up the securities to be offered
• The risk that the closing conditions for completion of the Offering are not satisfied
• Risks relating to general economic, market and business conditions.

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.

Forward-looking statements contained in this news release are based on the Company’s current estimates, expectations and projections regarding, among other things, sales volume and pricing which it believes are reasonable as of the current date. The reader should not place undue importance on forward-looking statements and should not rely upon these statements as of any other date. All forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.