good natured Products Inc. (the “Company” or “good natured®”) today announced a private placement of up to 25,000,000 units (the “Units”) at a price of $0.14 per Unit (the “Issue Price”) for gross proceeds of up to $3,500,000 (the “Offering”).
Each Unit will be comprised of one common share of the Company (a “Common Share”) and one half (1/2) of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder to acquire one additional Common Share at an exercise price of $0.21 per Common Share (the “Exercise Price”) for a period of 12 months from the closing of the Offering.
The Company has entered into an agreement with Integral Wealth Securities Limited (“Integral”) and Canaccord Genuity Corp. (“Canaccord”) to act as co-lead agents (together, the “Agents”) on a best efforts basis in connection with the Offering. The closing of the Offering is expected to occur on or about August 30, 2020 (the “Closing Date”). Closing is subject to a number of prescribed conditions, including, without limitation, approval of the TSX Venture Exchange.
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The Units will be subject to a four-month hold period under applicable securities laws in Canada. The Company will grant to the Agents the option to offer for sale up to an additional 3,571,428 Units at the Issue Price (the “Over-Allotment Option”), exercisable in whole or in part, at any time prior to the Closing Date, on the same terms as the Offering.
The Company has also agreed to: (a) pay the Agents a cash commission equal to 7.0% of the aggregate gross proceeds of the Offering; and (b) issue that number of agent warrants (the “Agent Warrants”) equal to 7.0% of the aggregate number of Units issued pursuant to the Offering. Each Agent Warrant shall entitle the holder thereof to acquire one Common Share at the Issue Price for a period of 12-months from the Closing Date.
The net proceeds from the Offering will be used to complete the repayment of the Company’s outstanding convertible debentures issued on February 28th, 2018 and for general working capital purposes.
The Warrants will be subject to an acceleration right exercisable by the Company. If, at any time following the date that is four months and one day from the Closing Date, the daily volume weighted average trading price of the Common Shares on the TSX Venture Exchange is greater than C$0.32 per Common Share for any 20 consecutive trading days, the Company shall have the right to accelerate the exercise of the Warrants at the Exercise Price.
If the Company exercises its Warrant acceleration right, the new expiry date of the Warrants shall be the 30th day following the notice of such exercise.
The Offering will take place by way of a private placement to qualified investors in Canada, and in such other jurisdictions where the Offering can lawfully be made under applicable private placement exemptions.
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 and 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 U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
I’m trying to follow the news on Canadian company “good natured” … However, recently the news is only about financial and administrative matters.
I’m not even sure to understand what this press release is about.
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