Good Natured Products Inc. Announces Closing of $5 Million Brokered Private Placement with Participation of Strategic Investor and Insiders

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

June 21, 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, is pleased to announce the closing of its previously announced brokered private placement (the “Offering”). Pursuant to the Offering, the Company issued 35,714,285 units (the “Units”) of the Company at a price of $0.14 per Unit (the “Issue Price”) for aggregate gross proceeds of approximately $5,000,000.

Beacon Securities Limited and Integral Wealth Securities Limited acted as co-lead agents and joint bookrunners on behalf of a syndicate of agents including PI Financial Corp. (collectively, the “Agents”).

Each Unit consists 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 $0.19 for a period of 30 months from the closing of the Offering.

The Agents received a cash commission of $210,525 and 1,503,750 compensation options (the “Compensation Options”). 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 date hereof. The Company has also paid the Agents a corporate finance fee of $79,000, plus applicable taxes, and issued to the Agents 567,679 corporate finance fee Compensation Options, to purchase an equal number of common shares at the Issue Price for a period of 30 months from the date hereof.

The net proceeds of the Offering are expected to be used by the Company for working capital to support organic growth initiatives and strategic acquisitions. The Offering remains subject to a number of customary conditions, including the final approval of the TSX Venture Exchange (“TSX-V”).

Notably, an existing strategic investor (the “Strategic Investor”) subscribed as the lead order in the Offering, for total of 21,428,570 Units and total gross proceeds of $3 million. Upon completion of the Offering, the Strategic Investor owns approximately 12.94% of the issued and outstanding common shares of the Company on a non-diluted basis.

Insiders of the Company prior to closing the Offering, subscribed for a total of 779,000 Units for total gross proceeds of $109,060 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 issued under the Offering were issued by way of the Listed Issuer Financing Exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions and are not subject to resale restrictions pursuant to applicable Canadian securities laws or the policies of the TSX-V other than Units issued to certain officers and directors of the Company that are subject to TSX-V mandated hold period. In connection with the Listed Issuer Financing Exemption, the Company filed an offering document dated June 8, 2023 on SEDAR under the Company’s profile at www.sedar.com and on the Company’s website at investor.goodnaturedproducts.com.

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.

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 TSXV may not grant final approval of the Offering; and 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.