Today's News

Vancouver, BC, May 20, 2022--(T-Net)--good natured Products Inc. (TSX-V: GDNP), a North American leader in plant-based products, today announced a non-brokered private placement of 15,000,000 of special warrants of the Company at a price of $0.40 per Special Warrant for aggregate gross proceeds up to $6 million.

The Company expects the Offering to be fully subscribed by strategic investors.

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.

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.

Additional Details on Financing

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
2. 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.

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