Good Natured Products Inc. Announces Proposal to Amend its Convertible Debentures

April 11, 2024 — (Vancouver, BC) good natured Products Inc. (the “Company” or “good natured^®”) (TSX-V: GDNP) (OTCQB: GDNPF), a North American leader in plant-based products, announces today a proposal to amend the terms of its 7.0% convertible unsecured subordinated debentures in the principal amount of $17,250,000 due October 31, 2026 (the "Convertible Debentures"). This effort is intended to improve financial flexibility, lower finance costs, and strengthen the Company’s balance sheet.

The proposed amendments to the Convertible Debentures will have four key benefits for the Company's capital structure and operating cash flow: 1) meaningfully extend maturity of the Convertible Debentures; 2) reduce cash interest payments; 3) reduce total debt outstanding; and 4) provide the Company with flexibility to pay interest in cash or common share equivalents.

The Company has called a meeting to be held on April 30, 2024 (the “Debentureholder Meeting”) of the holders of the Convertible Debentures (the "Debentureholders") in order to consider certain amendments to the trust indenture dated October 28, 2021 (the "Indenture"). The amendments, if approved by the requisite majority of the Debentureholders, will result in the following changes to the terms of the Convertible Debentures (each a “Convertible Debenture Amendment” and collectively the "Convertible Debenture Amendments"):

1. partially redeeming (the “Partial Redemption”) an aggregate of 50% of the principal amount outstanding under the Convertible Debentures, such that the current principal amount of $17,250,000 shall be reduced to $8,625,000 in consideration for the issuance of 70,500,000 common shares of the Company (a “Common Share”), with a deemed value of $8,625,000 ($0.122 per Common Share). The Common Shares would be distributed to the Debentureholders on a pro-rata basis, on or around May 6, 2024 (the “Redemption Date”) to those Debentureholders of record as of May 3, 2024, and the interest upon the principal amount of Debentures called for redemption shall cease to be payable from and after the Redemption Date. Although the Company intends to affect the Partial Redemption on May 6, 2024 or as soon as practicable thereafter, there is no guarantee that the Redemption Date will be May 6, 2024. Any accrued and unpaid interest on the debentures which compose the Partial Redemption (the “Redeemed Debenture”) will be paid in cash on or around May 6, 2024. Prior to and excluding April 30, 2024, the Redeemed Debentures will accrue interest at a rate of 7% per annum; if applicable, subsequent to and including April 30, 2024, the Redeemed Debentures will accrue interest at a rate of 10% per annum;
2. amending the terms of the Convertible Debentures such that the interest payment dates (which are currently bi-annual) shall occur once annually on December 15th of each year (the “Accrual Date”);
3. amending the definition of “Interest Rate” in the Convertible Debenture Indenture to increase the interest rate on the Convertible Debentures from 7.0% to 10.0% per annum;
4. amending the terms of the Indenture to allow, at the election of the Company, for the payment of the interest accrued on the Convertible Debentures through the issuance of Common Shares, which shall have a deemed price-per-share equal to the greater of: (i) the 10-day Volume-Weighted Average Price (“VWAP”) prior to the Accrual Date, or (ii) the minimum acceptable price to the TSX Venture Exchange (the “TSXV”), pursuant to the policies of the TSXV;
5. amending the terms of the Convertible Debentures such that the maturity of the Convertible Debentures will be extended from October 31, 2026 to December 15, 2029;
6. approving an application to de-list the Convertible Debentures from trading on the TSXV, which de-listing is expected to occur on or around May 3, 2024; and
7. the semi-annual interest payment of $603,750 due April 30, 2024 (the “Deferred Payment”} on the Convertible Debentures will be deferred, such that a total of $603,750 will be paid in conjunction with the first annual interest payment due December 15, 2024 on the same terms as described above on a pro-rata basis, which payment may also be satisfied through the issuance of Common Shares. The Deferred Payment shall be paid to Debentureholders of record as at April 29, 2024.

Debentureholders will have the opportunity to vote on the Convertible Debenture Amendments as a single resolution at the Debentureholder Meeting.

The board of directors of the Company unanimously recommends that the Debentureholders vote FOR the proposed Convertible Debenture Amendments.

As of the date of this announcement, holders of 43.2% of the outstanding Convertible Debentures (the "Supporting Debentureholders") have signed consent agreements with the Company, pursuant to which such Supporting Debentureholders have consented to the Convertible Debenture Amendments and agreed to vote in favour of the Convertible Debenture Amendments at the Debentureholder Meeting. The Company will continue to seek additional written consents to support the Convertible Debenture Amendments in advance of the Debentureholder Meeting.

If approved, the Convertible Debenture Amendments would be made effective by a supplemental indenture entered into following the Debentureholder Meeting.

The record date for determining the Debentureholders entitled to receive notice of and vote at the Debentureholder Meeting is March 22, 2024. Further information with respect to the Convertible Debenture Amendments will be contained in a proxy solicitation statement of the Company to be sent to Debentureholders in connection with the Debentureholder Meeting.

The Convertible Debenture Amendments are subject to approval by the TSXV and formal approval by holders of at least 66 2/3% and a Majority of the Minority¹ of the principal amount of the Convertible Debentures voted at the Debentureholder Meeting.

Related Party Transaction
Directors and executive officers of the Company (the “Related Parties”), as a group, beneficially own, control or direct, directly or indirectly, $35,000 principal amount of Convertible Debentures, representing approximately 0.2% of the outstanding principal amount of the Convertible Debentures. Participation by the Related Parties 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 Convertible Debentures held by the Related Parties nor the consideration paid by such related parties for the Convertible Debentures exceeded 25% of the Company’s market capitalization.

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

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, the expected benefits if the Convertible Debenture Amendments are approved by the requisite percentage of Debentureholders at the Debentureholder Meeting, 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 requisite percentage of Debentureholders voting in favour of the Convertible Debenture Amendments is not reached;
• the risk that requisite regulatory approval of the Convertible Debenture Amendments is not obtained; 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.

¹“Majority of the Minority” means approval of a majority of the votes cast by the Debentureholders who are entitled to vote at the meeting, other than promoters, directors, officers or other Insiders (as that term is defined in the policies of the TSXV) of the Company and their associates and affiliates.