NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
December 18, 2017 — (Vancouver, BC) good natured Products Inc. (the “Company” or “good naturedTM”) (TSX-V: GDNP), is pleased to announce a brokered private placement offering (the “Offering”) of units (“Units”), with each unit comprised of one $1,000 principal amount unsecured 10% convertible debenture (each, a “Debenture”) of the Company due forty-eight (48) months from the closing date (the “Maturity Date”) and 1,500 common share purchase warrants (“Warrants”). Gravitas Securities Inc. and Canaccord Genuity Corp. acting as co-lead (together, the “Agents”) have been engaged to act as the Company’s agents on a best efforts basis in connection with the Offering. The Company intends to raise a minimum of $1,000,000 and a maximum of $6,500,000 in gross proceeds in the Offering.
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 the conversion price of $0.15 per common share (the “Conversion Price”). Each Warrant shall entitle the holder thereof to purchase one common share of the Company (each a “Warrant Share”) for a period of 48 months after the closing date at a price of $0.10 per Warrant Share (subject to adjustment in certain circumstances). 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 $0.15 conversion price. This right is exercisable if the Company’s common shares trade at or above a volume-weighted average trade price of C$0.15 on the TSX Venture Exchange on any 20 consecutive trading days and on cumulative 20-day trading volume of at least 1,000,000 common shares. If the acceleration right is exercised by the Company, the conversion will occur immediately. The Warrants will be subject to an acceleration right if on any 20 consecutive or non-consecutive trading days following the closing date, the Company’s common shares trade at greater than a volume-weighted average trading price of C$0.20.
The Debentures and Warrants will be subject to a hold period expiring on that day that is four months and one day after Closing.
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 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. Each Agent Warrant shall entitle the holder thereof to acquire one Common Share at an exercise price of $0.15 for a period of 36 months from the Closing Date.
The proceeds of the Offering will be utilized for general corporate and working capital purposes.
Closing of the Offering is expected to occur on or about January 17, 2018 and remains subject to TSXV 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 designs, 10 grades of bioplastic rollstock sheets, 30 home & business organizational products and a world class team of scientists, business builders and retailers, good naturedTM 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 naturedTM is creating better everyday productsTM 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.
About Gravitas Securities Inc.
Gravitas Securities is a leading wealth management and capital markets firm comprised of tactical individuals known for their sophisticated sector expertise, commitment to excellence, and a global platform committed to integration and innovation. Gravitas provides a wide range of investment services for retail and corporate clients globally with offices in Toronto, Vancouver, and Calgary, and is represented in the United States through its FINRA representative, Gravitas Capital International, in New York.
Gravitas Securities Inc. is a member of IIROC and CIPF.
On behalf of the Company:
Paul Antoniadis – Chief Executive Officer
Capital Markets Advisor:
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 as currently expected as set out above. 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.