Mr. Paul Antoniadis reports

GOOD NATURED PRODUCTS INC. ANNOUNCES APPROVAL OF AMENDMENTS TO CONVERTIBLE DEBENTURES

At a special meeting held today of the holders of Good Natured Products Inc.'s 7.0 per cent convertible unsecured subordinated debentures due Oct. 31, 2026, the debentureholders approved an extraordinary resolution regarding amendments to the convertible debentures as outlined in the company's press release dated April 11, 2024.

As previously announced, the convertible debenture amendments will result in the following changes to the convertible debentures:

1. Partially redeeming an aggregate of 50 per cent of the principal amount outstanding of the convertible debentures, such that the current principal amount of $17.25-million shall be reduced to $8,625,000 in consideration for the issuance of 70.5 million common shares of the company, with a deemed value of $8,625,000 (12.2 cents per common share). It is expected that the common shares will be distributed to the debentureholders on a pro-rata basis, on or around May 6, 2024, to those debentureholders of record as of May 3, 2024, and the interest upon the principal amount of convertible debentures called for redemption shall cease to be payable from and after the redemption date. Although the company intends to affect the partial redemption on May 6, 2024, or as soon as practicable thereafter, there is no guarantee that the redemption date will be May 6, 2024. Any accrued and unpaid interest on the convertible debentures which compose the partial redemption (the redeemed debenture) will be paid in cash on or around May 6, 2024. Prior to and excluding April 30, 2024, the redeemed debentures will accrue interest at a rate of 7 per cent per annum; if applicable, subsequent to and including April 30, 2024, the redeemed debentures will accrue interest at a rate of 10 per cent per annum;
2. Amending the terms of the convertible debentures such that the interest payment dates (which are currently bi-annual) shall occur once annually on Dec. 15 of each year (the accrual date);
3. Amending the definition of "interest rate" in the convertible debenture indenture to increase the interest rate on the convertible debentures from 7.0 per cent to 10.0 per cent per annum;
4. Amending the terms of the indenture to allow, at the election of the company, for the payment of the interest accrued on the convertible debentures through the issuance of common shares, which shall have a deemed price-per-share equal to the greater of: (i) the 10-day volume-weighted average price (VWAP) prior to the accrual date, or (ii) the minimum acceptable price to the TSX Venture Exchange, pursuant to the policies of the TSX-V;
5. Amending the terms of the convertible debentures such that the maturity of the convertible debentures will be extended from Oct. 31, 2026, to Dec. 15, 2029;
6. Approving an application to de-list the convertible debentures from trading on the TSX-V, which delisting is expected to occur on or around May 3, 2024;
7. The semi-annual interest payment of $603,750 due April 30, 2024 (the deferred payment), on the convertible debentures will be deferred, such that a total of $603,750 will be paid in conjunction with the first annual interest payment due Dec. 15, 2024, on the same terms as described above on a pro-rata basis. Payment may also be satisfied through the issuance of common shares. The deferred payment shall be paid to debentureholders of record as at April 29, 2024.

A description of the convertible debenture amendments is set out in the company's management information circular dated April 4, 2024, and available under the company's profile on SEDAR+ and on the company's website.

Debentureholders owning 48.41 per cent of the outstanding convertible debentures voted. The detailed results of the vote were as shown in the attached table.

The effective date of the convertible debenture amendments is April 30, 2024. The company has entered into a supplemental debenture indenture to the existing trust indenture between TSX Trust Company and the company dated Oct. 28, 2021, governing the debentures to affect the convertible debenture amendments.

The TSX-V has conditionally approved the convertible debenture amendments and the partial redemption. The convertible debenture amendments and the partial redemption each remain subject to the final approval of the TSX-V.

About Good Natured Products Inc.

Good Natured is at the forefront of North America's shift toward sustainability, showcasing over 90 plant-based packaging designs and an extensive portfolio of more than 400 products and services. These offerings are purposefully designed to reduce environmental impact by using more renewable materials, less fossil fuel and eliminating chemicals of concern.

Manufactured locally in the United States and Canada, Good Natured engineers and distributes a diverse range of bio-based products across various sectors, including grocery, restaurant, electronics, automotive and pharmaceutical via both wholesale and direct channels.

The company is dedicated to providing an industry-leading customer experience in order to encourage the transition to renewable alternatives. By making it easy and affordable for businesses to adopt bio-based products and packaging, Good Natured aims to empower them to reach their sustainability objectives.

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