/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES
OR DISSEMINATION IN THE UNITED
STATES./
VANCOUVER, BC, Feb. 9, 2021 /CNW/ - good natured Products
Inc. (the "Company" or "good natured®")
(TSXV: GDNP), a North American leader in plant-based product and
packaging, today announced that it has entered into an agreement
with Beacon Securities Limited ("Beacon") and Canaccord Genuity
Corp., as co-lead underwriters and co-bookrunners, on behalf of a
syndicate of underwriters, including Integral Wealth Securities
Limited, Raymond James Ltd., and Paradigm Capital Inc.
(collectively, the "Underwriters") pursuant to which the
Underwriters have agreed to purchase, on a bought deal basis,
12,500,000 common shares (the "Offered Shares") in the Company at a
price of $1.20 per Offered Share (the
"Issue Price") for aggregate gross proceeds to the Company of
$15,000,000 (the "Offering").
In addition, the Company has granted the Underwriters an
over-allotment option to purchase additional Offered Shares equal
up to such number of common shares as is equal to 15% of the
Offered Shares sold pursuant to the Offering at the Issue Price,
exercisable in whole or in part by the Underwriters, at any time,
and from time to time, up to 30 days following the closing of the
Offering.
In consideration for the services to be provided by the
Underwriters in connection with the Offering, the Company has also
agreed to pay the Underwriters a cash commission equal to 6.0% of
the aggregate gross proceeds of the Offering and issue that number
of compensation options (the "Compensation Options") to the
Underwriters equal to 6.0% of the aggregate number of Offered
Shares issued pursuant to the Offering. Each Compensation Options
shall entitle the holder thereof to acquire one common share of the
Company ("Common Shares") at the Issue Price for a period of
24 months from the closing of the Offering.
The net proceeds of the Offering are expected to be used by the
Company for potential future acquisition, general corporate
purposes, and working capital. Closing of the Offering is expected
to occur on or about March 4, 2021
(the "Closing Date") or such other date as the Company and the
Underwriters may agree, and is subject to a number of conditions,
including without limitation, the receipt of all necessary
regulatory and stock exchange approvals, including the approval of
the TSX Venture Exchange and the applicable securities regulatory
authorities.
The Offering is to be effected on a bought deal basis in each of
the provinces of Canada (other
than Quebec) (the "Qualifying
Jurisdictions") pursuant to a short form prospectus to be filed in
each of the Qualifying Jurisdictions and by way of private
placement to eligible purchasers resident in jurisdictions other
than Canada that are mutually
agreed to by the Company and Beacon, provided that no prospectus
filing or comparable obligation arises and the Company does not
thereafter become subject to continuous disclosure obligations in
such jurisdictions.
The Offered Shares 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. The Offered Shares may be
offered and sold in the United
States to Qualified Institutional Buyers (as defined in Rule
144A under the U.S. Securities Act) and to Accredited Investors (as
defined in Rule 501(a) of Regulation D under the U.S. Securities
Act), in each case by way of private placement pursuant to an
exemption from the registration requirements of the U.S. Securities
Act and any applicable securities laws of any state of the United States. Any Offered Shares offered
and sold in the United States
shall be issued as "restricted securities" (as defined in Rule
144(a)(3) under the U.S. Securities Act).
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.
Business Development Bank of Canada Debt Retirement
Transaction
The Company also announced that it has entered into an agreement
with BDC Capital inc., a subsidiary of the Business Development
Bank of Canada ("BDC") for the
conversion of $2.5 million USD of the
Company's existing long term credit facility into Common Shares at
the Issue Price (the "Share Settlement"). It is anticipated
that this transaction will be completed concurrently with the
closing of the Offering. Following the Share Settlement, BDC will
remain a shareholder and, based on the Bank of Canada's end of day exchange as of
February 8, 2020 of 1.2753 $CAD to
$USD, beneficially own 12,323,542 Common Shares, representing
approximately 6.8% of the current Common Shares outstanding. In
addition, the Company has agreed to pay US$738,311 in cash to BDC to further reduce its
outstanding debt to BDC following the closing of the Offering. BDC
and the Company act at arms' length to each other and the agreement
with BDC is subject to a number of closing conditions,
including without limitation, acceptance by the TSX Venture
Exchange. The Common Shares issued to BDC pursuant to the Share
Settlement will be subject to a four-month hold period. The
Company's material financing agreements with BDC can be found on
its SEDAR profile at www.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 eco-friendly options made from plants instead of petroleum.
We're all about making it easy and affordable for business owners
and consumers to switch to better everyday products®
made from renewable materials and free from chemicals of
concern.
Part of the sustainable consumer goods market, good
natured® offers over 385 products and services
through wholesale and retail channels, including our own e-commerce
stores. From plant-based home organization products to compostable
food containers, bioplastic industrial supplies and medical
packaging, we're focused on delivering a great customer experience
to make more plant-based products readily accessible to more people
as the path to deliver 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
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 and the Share Settlement
contained in this news release constitutes forward-looking
information within the meaning of securities laws.
The forward-looking statements contained in this news release
are based on certain key expectations and assumptions made by the
Company, including expectations and assumptions regarding the
terms, timing and potential completion of the Offering and
the Share Settlement, satisfaction of regulatory requirements in
various jurisdictions and the use of the net proceeds of the
Offering. These assumptions, 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 and the
Share Settlement is subject to a number of risks and uncertainties,
including risks relating to satisfaction of regulatory requirements
in various jurisdictions and 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.
SOURCE Good Natured Products