/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES
OR DISSEMINATION IN THE UNITED
STATES./
VANCOUVER, BC, March 4, 2021 /CNW/ - good natured Products Inc.
(the "Company" or "good natured®") (TSXV: GDNP), a
North American leader in earth-friendly plant-based products, today
announced that it has closed its previously announced bought deal
short form prospectus offering of common shares of the Company (the
"Offering"). Pursuant to the Offering, the Company issued
19,262,500 common shares in capital of the Company (the "Offered
Shares") at an issue price of $1.20
per common share (the "Issue Price") for gross proceeds of
$23,115,000.
The over-allotment option granted by the Company to the
Underwriters to acquire up to 15% of the Offered Shares at the
Issue Price exercisable in whole or in part at any time, and from
time to time, up to 30 days following the closing of the Offering
(the "Over-Allotment Option") was exercised concurrently with the
closing of the Offering. The issuance of the 19,262,500 Offered
Shares includes the 2,512,500 Offered Shares issued pursuant to the
exercise of the Over-Allotment Option.
Beacon Securities Limited ("Beacon") and Canaccord Genuity Corp.
acted as co-lead underwriters and co-bookrunners in connection
with the Offering on behalf of a syndicate including Integral
Wealth Securities Limited, Raymond James Ltd., and Paradigm Capital
Inc. (the "Underwriters").
The Underwriters received a cash commission of $1,386,900 representing 6.0% of the aggregate
gross proceeds of the Offering; and 1,155,750 compensation options
(the "Compensation Options") representing 6.0% of the aggregate
number of Offered Shares issued pursuant to the Offering. Each
Compensation Option shall entitle the holder thereof to acquire one
Offered Share at the Issue Price for a period of 24 months from the
date hereof.
The net proceeds of the Offering are expected to be used by the
Company for potential future acquisitions, general working capital
purposes, and capital expansion projects.
Insiders of the Company subscribed for a total of 41,200 Offered
Shares for total gross proceeds of $49,440 under the Offering. Participation by
insiders 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
Offered Shares issued to such related parties nor the consideration
paid by such related parties exceeded 25% of the Company's market
capitalization. The Company did not file a material change report
in respect of the related party transaction 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.
This news release does not constitute an offer to sell or a
solicitation of an offer to sell any of the securities in
the United States. The securities
have not been and will not be registered under the United States
Securities Act of 1933 (the "US Securities Act") or any states
securities laws. They may not be offered or sold within
the United States or to US Persons
(as defined in Regulation S under the US Securities Act) unless
registered under the US Securities Act and applicable state
securities laws or an exemption from such registration is
available.
Business Development Bank of Canada Debt
Retirement
The Company also announced the closing of its
transaction with BDC Capital inc., a subsidiary of the Business
Development Bank of Canada
("BDC"), for the conversion of $2.5 million
USD (at an exchange rate of $1.2753 CAD/USD, being the Bank of Canada end of day exchange rate of
February 8, 2021) of the Company's
existing long term credit facility into Offered Shares at the Issue
Price (the "Share Settlement"). The Company issued 2,656,875
Offered Shares to BDC as part of the transaction, which increased
its total ownership in good natured® to 12,323,542 Offered
Shares. In addition, the Company will pay US$738,311 in cash to BDC to further reduce its
outstanding debt to BDC. The Offered Shares issued to BDC pursuant
to the Share Settlement will be subject to a four-month hold period
from the date hereof. The Company's material financing agreements
with BDC can be found on its SEDAR profile at www.sedar.com.
"BDC has been an amazingly supportive partner since we began our
partnership in June 2019 and we are
very happy to have them as an even more meaningful owner of the
Company," stated Paul Antoniadis, CEO of good natured®. "The
debt retirement further strengthens our ability to execute on our
organic and acquisition growth strategy".
"The strong commercial success good natured® has achieved
to date is a prime example of the outcome BDC has sought to enable
by providing growth capital to emerging earth-friendly Canadian
champions," stated Jahangir Bhatti,
Director, Cleantech Practice at BDC Capital. "BDC's original
financing helped facilitate the robust organic growth good
natured® has delivered along with the acquisitions of Shepherd
Thermoforming and Integrated Packaging Films. The debt conversion
will lower the Company's debt outstanding and cash interest costs
enabling more resources for future growth."
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
About BDC Capital
BDC Capital is the investment arm of
BDC, the bank for Canadian entrepreneurs. With over $3 billion under management, BDC Capital serves
as a strategic partner to the country's most innovative firms. It
offers businesses a full spectrum of capital, from seed investments
to growth equity, supporting Canadian entrepreneurs who have the
ambition to stand out on the world stage.
Visit bdc.ca/capital.
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.
Information regarding the use of proceeds of the Offering and
the US$738,311 cash payment to BDC by
the Company 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 use of the net
proceeds of the Offering and the aforementioned cash payment to
BDC. These assumptions, although considered reasonable by the
Company at the time of preparation, may prove to be incorrect.
Readers are cautioned that the use of proceeds of the Offering is
subject to a number of risks and uncertainties, including 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