good natured Products Inc. Announces Grant of Equity Incentive Compensation and Amendments to its Credit Agreement with Wells Fargo

March 13, 2023 — (Vancouver, BC) good natured Products Inc. (the “Company” or “good natured®”) (TSX-V: GDNP) (OTCQX: GDNPF), today announced that pursuant to the Company’s Omnibus Equity Incentive Compensation Plan, the Company is granting stock options (“Options”), performance share units (“PSUs”) and restricted share units (“RSUs”) to certain employees, officers, and directors of the Company. In addition, the Company has disclosed amendments to the credit agreement previously announced on August 26, 2022 (the “Credit Agreement”) with Wells Fargo Capital Finance Corporation Canada (“Wells Fargo”).

Grant of Equity Incentive Compensation

An aggregate of Options to purchase 1,051,753 common shares were granted, with an exercise price of $0.27 per common share. Twenty-five percent (25%) of each grant vests on March 3, 2024 with the balance vesting in equal monthly increments over the following three years. Each option is exercisable, once vested, for a period of seven years from the date of the grant. 495,253 of the Options described were granted to members of the Company’s board of directors and executive management.

The Company also granted an aggregate of:

• 2,453,568 PSUs, of which 1,601,818 PSUs were issued to executive management, vesting in accordance with certain peer group share price performance criteria for the 2023 calendar year established by the Board of Directors of the Company;

• 2,878,121 RSUs, of which 1,692,121 were issued to members of the board of directors and executive management, vesting 1/3 per year on each of March 3, 2024, March 3, 2025 and March 3, 2026; and

• 1,053,781 additional PSUs, of which 685,479 PSUs were issued to executive management, vesting in accordance with certain peer group share price performance criteria for the 2023 calendar year established by the Board of Directors, as a retention measure for certain employees.

Each PSU and 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. 50% of the PSUs that meet the performance criteria established by the Board of Directors shall vest on March 3, 2024 with the remaining 50% vesting on December 31, 2024.

The granting of all Equity Incentives is subject to TSX Venture approval. Following the issuances of the Options, PSUs and RSUs described in this release, there were a total of 27,258,974 common shares issuable pursuant to outstanding securities-based compensation issued pursuant to the Company’s Omnibus Equity Incentive Compensation Plan.

Wells Fargo Credit Agreement Amendments

On December 31, 2022, the Company entered into an agreement (the “Waiver and Consent”) with Wells Fargo that provided consent to an intercompany reorganization and waived compliance with minimum EBITDA financial covenant for the four fiscal quarters ended December 31, 2022, as previously disclosed under the Credit Agreement.

In addition, on February 28, 2023, the Company entered into an agreement (the “Second Amendment”) with Wells Fargo amending the Credit Agreement to lower the minimum EBITDA requirement for the four fiscal quarters ending March 31, 2023, June 30, 2023, September 30, 2023, and December 31, 2023. The Second Amendment also increased the minimum liquidity requirement, as previously disclosed in the Credit Agreement, for the period commencing March 31, 2023 until December 31, 2024.

The Credit Agreement, Waiver and Consent and Second Amendment agreements are available on SEDAR at sedar.com.

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.