Vancouver, British Columbia--(Newsfile Corp. - April 11, 2024) - good natured Products Inc. (TSXV: GDNP) (OTCQB: GDNPF) (the "Company" or "good natured®"), a North American leader in plant-based products, announces today a proposal to amend the terms of its 7.0% convertible unsecured subordinated debentures in the principal amount of $17,250,000 due October 31, 2026 (the "Convertible Debentures"). This effort is intended to improve financial flexibility, lower finance costs, and strengthen the Company's balance sheet.
The proposed amendments to the Convertible Debentures will have four key benefits for the Company's capital structure and operating cash flow: 1) meaningfully extend maturity of the Convertible Debentures; 2) reduce cash interest payments; 3) reduce total debt outstanding; and 4) provide the Company with flexibility to pay interest in cash or common share equivalents.
The Company has called a meeting to be held on April 30, 2024 (the "Debentureholder Meeting") of the holders of the Convertible Debentures (the "Debentureholders") in order to consider certain amendments to the trust indenture dated October 28, 2021 (the "Indenture"). The amendments, if approved by the requisite majority of the Debentureholders, will result in the following changes to the terms of the Convertible Debentures (each a "Convertible Debenture Amendment" and collectively the "Convertible Debenture Amendments"):
Debentureholders will have the opportunity to vote on the Convertible Debenture Amendments as a single resolution at the Debentureholder Meeting.
The board of directors of the Company unanimously recommends that the Debentureholders vote FOR the proposed Convertible Debenture Amendments.
As of the date of this announcement, holders of 43.2% of the outstanding Convertible Debentures (the "Supporting Debentureholders") have signed consent agreements with the Company, pursuant to which such Supporting Debentureholders have consented to the Convertible Debenture Amendments and agreed to vote in favour of the Convertible Debenture Amendments at the Debentureholder Meeting. The Company will continue to seek additional written consents to support the Convertible Debenture Amendments in advance of the Debentureholder Meeting.
If approved, the Convertible Debenture Amendments would be made effective by a supplemental indenture entered into following the Debentureholder Meeting.
The record date for determining the Debentureholders entitled to receive notice of and vote at the Debentureholder Meeting is March 22, 2024. Further information with respect to the Convertible Debenture Amendments will be contained in a proxy solicitation statement of the Company to be sent to Debentureholders in connection with the Debentureholder Meeting.
The Convertible Debenture Amendments are subject to approval by the TSXV and formal approval by holders of at least 66 2/3% and a Majority of the Minority1 of the principal amount of the Convertible Debentures voted at the Debentureholder Meeting.
Related Party Transaction
Directors and executive officers of the Company (the "Related Parties"), as a group, beneficially own, control or direct, directly or indirectly, $35,000 principal amount of Convertible Debentures, representing approximately 0.2% of the outstanding principal amount of the Convertible Debentures. Participation by the Related Parties 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 Convertible Debentures held by the Related Parties nor the consideration paid by such related parties for the Convertible Debentures exceeded 25% of the Company's market capitalization.
The good natured® corporate profile can be found at: goodnaturedproducts.com/pages/investor
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
Investor Contact:
Spencer Churchill
Investor Relations
1-877-286-0617 ext. 113
This email address is being protected from spambots. You need JavaScript enabled to view it.
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 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.
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 information contained in this news release is based on our current estimates, expectations and projections regarding, among other things, future plans and strategies, the expected benefits if the Convertible Debenture Amendments are approved by the requisite percentage of Debentureholders at the Debentureholder Meeting, projections, future market and operating conditions, supply conditions, end customer demand conditions, anticipated events and trends, general market conditions, the economy, financial conditions, sales volume and pricing, expenses and costs, and other future conditions which we believe are reasonable as of the current date. Important factors that could cause actual results and financial conditions to differ materially from those indicated in the forward-looking statements include, but are not limited to: future capital needs and uncertainty of additional financing, risks relating to general economic, market and business conditions and unforeseen delays in the realization of the Company's plans, risks related to the loss of key manufacturing equipment, capability or facilities, the performance of plant-based materials and the ability of the Company's products and packaging to meet significant technical requirements, changes in raw material supply and costs, labour availability and labour costs, fluctuations in operating results, and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company's filings at www.sedar.com. The reader should not place undue importance on forward-looking information and should not rely upon this information as of any other date. 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 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.
1 "Majority of the Minority" means approval of a majority of the votes cast by the Debentureholders who are entitled to vote at the meeting, other than promoters, directors, officers or other Insiders (as that term is defined in the policies of the TSXV) of the Company and their associates and affiliates.
Last Trade: | US$0.0045 |
Daily Volume: | 140 |
Market Cap: | US$1.710M |
August 29, 2024 April 30, 2024 January 04, 2024 November 28, 2023 |
Sienna Resources is at the forefront of the battery metals revolution. The company is one of the largest landholders in the prolific Clayton Valley district, which is the only lithium producing region in the United States and located just miles...
CLICK TO LEARN MOREHillcrest Energy Technologies is a clean technology company developing high value, high performance power conversion technologies and digital control systems for next-generation powertrains and grid-connected renewable...
CLICK TO LEARN MORECOPYRIGHT ©2022 GREEN STOCK NEWS