good natured Products Inc. Announces Redemption of Convertible Debentures & Final Closing of Private Placement

October 1, 2020 — (Vancouver, BC) good natured Products Inc. (the “Company” or “good natured^®”) (TSX-V: GDNP), a North American leader in plant-based product and packaging, today announced that the Company has redeemed all remaining convertible debentures due February 28, 2022 (the “Debentures”). Payment of $1,218,000 (inclusive of interest and principal) was issued at a redemption price of $1,050 per $1,000 principal amount of the Debentures, which included unpaid interest accrued since August 2020.

The Company also announced the final closing (the “Final Tranche”) of its brokered private placement (the “Offering”) announced on July 8, 2020, and a non-brokered for gross proceeds of $218,510.60. Total aggregate proceeds from the first tranche (the “First Tranche”) and the final tranche (the “Final Tranche”) equaled $3,339,201.00.

In the Final Tranche, the Company issued 1,560,790 units (a “Unit”) at a price of $0.14 per Unit. Each Unit is comprised of one common share of the Company (a “Common Share”) and one half (1/2) of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to acquire one additional Common Share at an exercise price of $0.21 per Common Share (the “Exercise Price”) for a period of 18 months from the closing of the Final Tranche, subject to acceleration in certain circumstances, as described below.

Insiders of the Company subscribed for a total of 346,500 Units for total gross proceeds of $48,510 under the Offering. Participation by insiders constitutes a related party transaction as defined under Multilateral Instrument 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 Multilateral Instrument 61-101, as the fair market value of the Units to be issued to such related parties does not exceed 25% of the Company’s market capitalization. The Company did not file a material change report 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.

In connection with the closing of the Final Tranche, the Company paid a finders fee and advisory fee of $12,870 and issued 91,930 finders & advisory warrants, each of which shall entitle the holder thereof to acquire one Common Share at a price of $0.14 for a period of 12 months from the closing date of the Final Tranche.

The closing of the Final Tranche is subject to final approval by the TSX-V. The Common Shares and Warrants issued by the Company in connection with the Final Tranche are subject to a four month “hold period” expiring on January 31, 2021 under applicable securities laws.

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.

Acceleration Right

The Warrants issued as part of the Final Tranche will be subject to an acceleration right exercisable by the Company. If, at any time following the date that is nine months from the closing date of the Final Tranche, the daily volume weighted average trading price of the Common Shares on the TSX-V is greater than C$0.32 per Common Share for any 20 consecutive trading days, the Company shall have the right to accelerate the exercise of the Warrants at the Exercise Price. If the Company exercises its Warrant acceleration right, the new expiry date of the Warrants shall be the 30th day following the notice of such exercise.

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

About good natured Products Inc.
good natured^® is producing and distributing one of North America’s widest assortments of better everyday products^® made with the highest possible percentage of renewable, plant-based materials and no BPAs, phthalates or other chemicals of concern potentially harmful to human health and the environment.

good natured^® is producing and distributing one of North America’s widest assortments of better everyday products^® made with the highest possible percentage of renewable, plant-based materials and no BPAs, phthalates or other chemicals of concern potentially harmful to human health and the environment.

For more information: 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
Information regarding the Offering contained in this news release constitutes forward-looking information within the meaning of securities laws.

Implicit in this information are assumptions regarding the general market conditions for offerings such as the Offering and TSX-V approval of the Offering. This assumption, 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 risks relating to general economic, market and business conditions and could differ materially from what is 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.