good natured Products Inc. Announces Upsize to Private Placement of Special Warrants

May 31, 2022 — (Vancouver, BC) good natured Products Inc. (the “Company” or “good natured®”) (TSX-V: GDNP) (OTCQX: GDNPF), a North American leader in plant-based products, today announced that, due significant demand, the Company has amended the terms of its previous offering of special warrants of the Company announced on May 17, 2022. Under the amended term of the Offering (as defined below), the Company intends to issue up to 16,500,000 of special warrants (the “Special Warrants”) of the Company at a price of $0.40 per Special Warrant (the “Issue Price”) for aggregate gross proceeds of up to $6.6 million (the “Offering”).

Each Special Warrant shall be exercisable, for no additional consideration and with no further action on the part of the holder thereof, into one unit of the Company (a “Unit”) at the earlier of:

1. the third business day after the date upon which a prospectus supplement to the Company’s base shelf prospectus dated January 19, 2022 (the “Supplement”) qualifying the distribution of the Units issuable upon exercise ‎of the Special Warrants has been filed with the applicable securities regulatory authorities in ‎the Canadian jurisdictions in which purchasers of the Special Warrants are resident; and

1. the date which is 4 months and one day following the closing of the Offering.

The Company will use its commercially reasonable efforts to prepare and file the Supplement as soon as reasonably practicable on or after the closing of the Offering, provided, however, that there is no assurance that the Supplement will be filed prior to the expiry of the statutory four month hold period.

Each Unit will consist of one common share in the capital of the Company (a “Unit Share”) and one half of one common share purchase warrant (each whole warrant, a “Warrant”) of the Company. Each full Warrant will entitle the holder thereof to acquire one common share (a “Warrant Share”) of the Company at a price per Warrant Share of $0.52 for a period of 24 months from the closing of the Offering. The expiry date of the Warrants will be subject to acceleration upon 30 days notice by the Company if the volume weighted average trading price of the common shares of the Company exceeds $0.65 for a period of 20 consecutive trading days ending at any time following the date which is 12 months following the closing date of the Offering.

The Company intends to pay a finder’s fee and or an advisory fee in connection with the Offering. The finders’ fee and the advisory fee will not exceed, in the aggregate, a cash payment equal to 6% of the gross proceeds raised in the Offering and the issuance of compensation options to purchase common shares equal to 6% of the number of Special Warrants sold in the Offering at a price per common share of $0.40.

The net proceeds of the Offering are expected to be used by the Company to fund the acquisition of FormTex Plastics Inc., announced in a press release dated May 4, 2022, working capital to support organic growth initiatives of the Company, and initiatives to improve the Company’s operational efficiency. The Offering is subject to a number of conditions, including without limitation, approval of the TSX Venture Exchange.

Prior to the filing of the Supplement and the automatic exercise of the Special Warrants, the Special Warrants will be subject to a four-month hold period from the closing of the Offering in addition to any other restrictions under applicable law.

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.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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 statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding the Company’s ability to successfully close the Offering, the future of its business, future plans and strategies, projections, anticipated events and trends, general market conditions, the economy and other future conditions. The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. 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 Company may not be successful finding subscribers to take up the securities to be offered
• The risk that the closing conditions for completion of the Offering are not satisfied
• The risk that the Company may not be able to file a prospectus supplement prior to the expiry of the four-month hold period for the Special Warrants
• 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.

Forward-looking statements contained in this news release are based on the Company’s current estimates, expectations and projections regarding, among other things, sales volume and pricing which it believes are reasonable as of the current date. The reader should not place undue importance on forward-looking statements and should not rely upon these statements as of any other date. All forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.