The Good Flour Corp. Announces Loan Amendment

Rhea-AI Summary

The Good Flour Corp. (GFCOF) has amended its loan agreement with an arm's-length lender, increasing the borrowing limit to $1,250,000 through requested drawdowns. The loans will carry a 10% annual interest rate, are unsecured, and mature on July 31, 2025.

As part of the agreement, GFCOF will issue up to 1,785,700 additional share purchase warrants to the lender, vesting pro-rata with each loan advance. Each warrant allows purchase of one class 'A' common share at $0.14 until March 15, 2029. The total Bonus Warrants under the loan now stand at 8,928,500. The non-revolving facility's proceeds will be used for general corporate and working capital purposes.

Positive

• Secured additional working capital through increased loan facility to $1,250,000
• Non-dilutive debt financing maintains current shareholder equity structure

Negative

• High interest rate of 10% increases debt servicing costs
• Potential future dilution from 8,928,500 total bonus warrants if exercised
• Additional debt burden could impact financial flexibility

Vancouver, British Columbia--(Newsfile Corp. - April 10, 2025) - The Good Flour Corp. (CSE: GFCO) (OTC Pink: GFCOF) (FSE: 3KZ) ("GFCO" or the "Company") announces that it has further amended the loan agreement (the "Loan Agreement") with an arm's-length lender (the "Lender"), originally announced on March 8, 2024, to increase the principal amount the Company may borrow to up to $1,250,000 in requested drawdowns, from time to time (each advance, a "Loan"). The Loans advanced will bear interest at a rate of 10% per annum and are unsecured, and have a maturity date of July 31, 2025.

The facility is non-revolving. The Company intends to use any funds advanced as Loans for general corporate and working capital purposes. In connection with making the loan facility available, the Company has agreed to issue up to an additional aggregate of 1,785,700 share purchase warrants (each, a "Bonus Warrant") to the Lender, with such Bonus Warrants vesting on a pro rata basis upon advance of each Loan pursuant to the Loan Agreement. Each Bonus Warrant will be exercisable into one (1) class "A" common share (each, a "Bonus Warrant Share") at a price of $0.14 per Bonus Warrant Share until March 15, 2029. The total Bonus Warrants issued under the Loan are 8,928,500.

About The Good Flour Corp.

For additional information on The Good Flour Corp. please refer to www.goodflour.co.

Company Contact

investors@goodflour.co
604-423-4400

Cautionary Note Regarding Forward-Looking Information

This news release contains "forward-looking information" concerning anticipated developments and events related to GFCO that may occur in the future. Forward looking information contained in this news release includes, but is not limited to, the terms of the Loan and the use of proceeds from the Loan.

In certain cases, forward-looking information can be identified by the use of words such as "expects", "intends", "anticipates" or variations of such words or state that certain actions, events or results "may", "would", or "might" suggesting future outcomes, or other expectations, assumptions, intentions or statements about future events or performance. Forward-looking information contained in this news release is based on certain assumptions regarding, among other things, the timely receipt of regulatory approvals and the Company's working capital expectations will be met. While GFCO considers these assumptions to be reasonable, they may be incorrect.

Forward looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results to be materially different from any future results expressed by the forward-looking information. Such factors include risks related to general business uncertainties; the sufficiency of our cash to meet liquidity needs; risks associated with supply chain for machinery and equipment; regulatory, political and competitive developments; failure to attract, maintain and expand relationships with key restaurant and food service partners; changing consumer taste preferences; delay or failure to receive regulatory approvals; failure to attract qualified personnel and the additional risks identified in the "Risk Factors" section of GFCO's filings with applicable Canadian securities regulators.

Although GFCO has attempted to identify factors that could cause actual results to differ materially from those described in forward-looking information, there may be other factors that cause results not to be as anticipated. Readers should not place undue reliance on forward-looking information. The forward-looking information is made as of the date of this news release. Except as required by applicable securities laws, GFCO does not undertake any obligation to publicly update forward-looking information.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/247999

FAQ

What are the key terms of GFCOF's amended loan agreement in April 2025?

The loan agreement allows borrowing up to $1,250,000, carries 10% annual interest, is unsecured, and matures on July 31, 2025.

How many additional warrants is GFCOF issuing under the amended loan agreement?

GFCOF is issuing up to 1,785,700 additional share purchase warrants, bringing the total Bonus Warrants to 8,928,500.

What is the exercise price and expiration date for GFCOF's new Bonus Warrants?

The Bonus Warrants can be exercised at $0.14 per share until March 15, 2029.

How will GFCOF use the proceeds from the amended loan facility?

The company will use the loan proceeds for general corporate and working capital purposes.