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good natured Products Inc. Provides Update Regarding Previously Announced Offering

May 12, 2022 — (Vancouver, BC) good natured Products Inc. (the “Company” or “good natured®”) (TSX-V: GDNP), a North American leader in plant-based products, announced that the Company, and Beacon Securities Limited and National Bank Financial Inc., the co-lead underwriters for the previously announced bought deal offering of units (the “Offering”) of the Company as described in the Company’s press releases of May 4, 2022 and May 5, 2022, have mutually agreed to terminate the Offering.

Following the press release dated May 9, 2022, good natured® was seeking a 5 business day extension of the time period to file the prospectus supplement for the Offering. However, the Company has notified the underwriting syndicate for the Offering that despite its best efforts, the Company will not be able to prepare and file a prospectus supplement to its base shelf prospectus dated January 19, 2022 on or before Friday May 13, 2022.

The Company remains in discussions with its primary lender regarding a plan to resolve an apparent breach of its fixed charge coverage ratio (FCCR) covenant for the period ended December 31, 2021. A confirmed breach of the FCCR covenant would impact the classification of debt obligations in the Company’s financial statements for the year ended December 31, 2021 as filed on May 2, 2022.

The good natured® corporate profile can be found at:

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:

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

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 news 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. Examples of forward-looking statements include, among others, the possibility of a resolution to the apparent breach of the FCCR covenant under the Credit Agreement.

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 Acquisition and 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. 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 and the primary lender may not find a satisfactory resolution to the apparent breach of the FCCR covenant and attendant risk that the Company is in default under its senior credit agreement with the primary lender.
• Risks relating to general economic, market and business conditions.
• Unforeseen delays in the timelines for any of the transactions or events described in this news release.

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 expectations 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.