GDNP Good Natured Products Inc

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

VANCOUVER, BC, May 4, 2022 /CNW/ - good natured Products Inc. (the "Company" or "good natured^®") (TSXV: GDNP), a North American leader in plant-based products, today announced that, through a wholly owned subsidiary, it has entered into a definitive asset purchase agreement (the "Definitive Agreement") to acquire all of the business and operating assets of FormTex Plastics Corporation ("FormTex"), a manufacturer of high quality custom plastic packaging headquartered in Houston, Texas, for cash consideration of $4.8 million USD, subject to customary closing adjustments (the "Acquisition"). In addition, the Company has entered into an agreement with a syndicate of underwriters (the "Underwriters") co-led by Beacon Securities Limited ("Beacon") and National Bank Financial Inc. ("NBF") pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 20,000,000 units (the "Units") at an issue price of $0.40 per Unit (the "Issue Price") to raise aggregate gross proceeds of $8,000,000 (the "Offering").

Founded in 1989, FormTex produces custom plastic packaging for the medical, food, electronic, industrial, and retail end markets. FormTex is ISO 9001:2015 certified in the design and manufacture of thermoplastic molded components and operates seven different thermoforming machines in a leased 51,000 square foot facility on 1.9 acres of land in Houston, Texas.

"We believe FormTex represents a very attractive acquisition for good natured^®, building on the strong foundation in our packaging business and expanding our geographic reach to highly strategic and synergistic markets," said Paul Antoniadis, CEO of good natured^®. "We expect to access cost synergies by directing internally-produced extruded rollstock sheet for use in FormTex's operations, expanded capacity to handle the Company's growth trajectory, and through logistic and operational efficiencies."

Key Highlights of the Acquisition:

• FormTex generated revenue of approximately $4.9 million USD and adjusted EBITDA¹ of approximately $0.6 million USD in the calendar year ended December 2021 (or "FY2021")
• FormTex generated revenue of $5.1 million USD for the trailing twelve months ended February 28, 2022
• FormTex generated an unaudited gross margin rate of approximately 42% in FY2021
• The Acquisition includes a minimum of $650,000 USD of net working capital as part of the purchase price
• The Acquisition adds 30 business-to-business ("B2B") accounts to the Company's active B2B customer base
• The current management team operating FormTex will be joining the good natured^® team
• Highly strategic and synergistic acquisition that is expected to be immediately accretive to shareholders on an adjusted EBITD¹ basis
• Expected to provide cost synergies of approximately $0.2 to $0.3 million USD in the twelve months following the close of the Acquisition
• The Company will begin accounting for 100% of the revenue and financial results from the acquired FormTex business concurrent with the closing of the Acquisition, which is scheduled for May 31, 2022.

Key Strategic Highlights:

• Strategic access to Texas, the world's 9^th largest and the United States' 2^nd largest economy by GDP.²
• good natured^® is expected to supply FormTex's extruded rollstock sheet requirements from its Ex-Tech facility, which is expected to result in material positive financial synergies.
• Significant potential to increase FormTex's current capacity utilization rate of 40% through higher production uptime, additional thermoforming machines in the current facility footprint, and utilization of additional warehousing space.
• FormTex's proximity to one of the 10 largest outbound shipping destinations in North America will significantly reduce shipping costs to the Company's customers in the southern United States.
• FormTex's location provides direct access to the 6^th largest U.S. container port, creating a highly efficient port of entry for raw materials coming from Europe and South America.
• good natured^® will be able to leverage Houston-based manufacturing, importing, warehousing, and logistics to service the southeastern U.S. market, which includes Florida (the 4^th largest state by GDP), Georgia (the 9^th largest state by GDP), and North Carolina (the 11^th largest state by GDP).
• All FormTex customers are net new customers not currently being serviced by the Company, creating cross-selling opportunities for other good natured^® products and services.

Financing Details
The Company anticipates arranging the following financing to complete the Acquisition and related integration costs:

• Up to a $1.8 million USD term loan
• $3.0 million USD in cash from net proceeds of the Offering

The financing above may be put in place prior to, or following, the closing of the Acquisition. The Company may complete the Acquisition with cash from treasury if circumstances warrant. The Acquisition is subject to customary closing conditions. 

Term Loan
The Company is in the process of negotiating a $1.8 million USD term loan from independent Canadian and U.S. financial institutions at competitive market terms.

Further Details on the Acquisition
The Acquisition is an arms' length transaction. The Definitive Agreement was signed on May 4, 2022 and includes an outside date for closing of July 31, 2022 (the "Outside Date"), which can be extended beyond that subject to mutual consent of the parties.

The Offering
The Company also announced that it has entered into an agreement with Beacon and NBF, as co-lead underwriters and co-bookrunners, on behalf of the Underwriters, pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 20,000,000 Units at the Issue Price to raise aggregate gross proceeds of $8,000,000. 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 9 months following the Closing Date of the Offering.

In connection with the Offering, the Company has granted the Underwriters an option (the "Over-Allotment Option"), 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, to purchase up to an additional number of: (i) Units (the "Additional Units") at the Offering Price; or (ii) additional common shares only (the "Additional Shares") at a price per Additional Share of $0.38 per Additional Share; or (iii) additional warrants comprising the Units (the "Additional  Warrants") at a price per Additional Warrant of $0.04; or (iv) any combination of Additional Shares and/or Additional Warrants so long as the aggregate number of Additional Units, Additional Shares and/or Additional Warrants which may be issued under the Over-Allotment Option does not exceed 15% of the aggregate number of Unit Shares and Warrants comprising the Units sold pursuant to the base Offering to cover over-allotments, if any, and for market stabilization purposes.

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 Units issued pursuant to the Offering. Each Compensation Option shall entitle the holder thereof to acquire one common share of the Company at the Issue Price for a period of 24 months from the closing of the Offering. 

The Company has applied to list the Unit Shares, Warrant Shares, and the Common Shares underlying the Compensation Options (as defined herein) (including any Unit Shares, Warrant Shares or Additional Shares issued under the Over-Allotment Option), on the TSXV.

The net proceeds of the Offering are expected to be used by the Company to fund the Acquisition, working capital to support organic growth initiatives of the Company, and initiatives to improve the Company's operational efficiency. Closing of the Offering is expected to occur on or about May 12, 2022 (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 final 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 prospectus supplement to the Company's base shelf prospectus dated January 19, 2022, with such prospectus supplement 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 the co-lead underwriters, 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 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. The Units 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.

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

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.

We have included in this press release a discussion of the FormTex's adjusted EBITDA, a non-GAAP measure, for FY2021, to provide what management believes is a meaningful comparison of FormTex's performance in FY2021. In this news release, adjusted EBITDA is earnings before interest and finance costs, taxes, depreciation and amortization, other non‐cash items and one‐time gains and losses. Adjusted EBITDA does not have a standardized meaning, and therefore may not be comparable to similar measures presented by other issuers. The use of the adjusted EBITDA by management allows for evaluation of FormTex's principal business activities as certain non‐core items such as interest and finance costs, taxes, depreciation and amortization, and other non‐cash items and one‐time gains and losses are removed.

The following table, expressed in USD, provides a reconciliation of FormTex net income to adjusted EBITDA for the period ended:

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. Examples of forward-looking statements include, among others, the expected closings of the Acquisition and the Offering, the availability of debt and equity financing for the Acquisition, statements regarding the Acquisition, and the projected impact of completion of the Acquisition on the Company's business, financial conditions and results.

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, 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 closing conditions for completion of the Acquisition are not satisfied, including due to lack of financing.
• The risk that the closing conditions for completion of the Offering are not satisfied
• Risks relating to general economic, market and business conditions.
• Unforeseen delays in the timelines for any of the transactions or events described in this press 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 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.

SOURCE good natured Products Inc.