NAT Naturally Advanced Technologies Inc.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES


Naturally Advanced Technologies Inc. (TSX VENTURE:NAT)(OTCBB:NADVF) ("NAT" or
the "Company") is pleased to announce that it has entered into an agreement with
Cormark Securities Inc. (the "Underwriter") pursuant to which the Underwriter
has agreed to purchase for resale $10.0 million aggregate principal amount of
10.0% convertible secured debentures (the "Debentures") of NAT at a price of
$1,000 per Debenture (the "Offering"). The Underwriter will also have an option,
exercisable in whole or in part at any time until 30 days following the Closing
Date (as hereinafter defined), to purchase up to an additional 15% of the
Debentures sold pursuant to the Offering to cover overallotments, if any. In the
event that the option is exercised in its entirety, the aggregate gross proceeds
of the Offering will be $11,500,000. 


The Company is also pleased to announce a non-brokered private placement (the
"Private Placement") of units ("Units") at a price of US$2.21 per Unit for gross
proceeds of up to US$8,000,000. 


Debenture Offering 

The Debentures will mature on September 30, 2017 (the "Maturity Date") and will
accrue interest at a rate of 10.0% per annum payable semi-annually in arrears on
March 31st and September 30th in each year commencing March 31st, 2013. The
March 31st, 2013 interest payment will represent accrued interest for the period
from the Closing Date. At the holder's option, the Debentures may be converted
into common shares in the capital of NAT at any time up to the earlier of the
Maturity Date and the business day immediately preceding the date specified by
the Company for redemption of the Debentures. The conversion price, subject to
adjustment in certain circumstances, will be $2.90 for each common share being
the conversion rate of approximately 344.828 NAT common shares for each $1,000
principal amount of Debentures. 


The Debentures will be direct, secured obligations of NAT, with security on
assets with an initial cost of approximately $5.5 million. 


The Debentures will not be redeemable before September 30, 2015. On or after
September 30, 2015 and prior to Maturity, the Company may, at its option,
subject to providing not more than 60 and not less than 30 days' prior notice,
redeem the Debentures, in whole or, from time to time, in part, at par plus
accrued and unpaid interest provided that the volume weighted average trading
price of the common shares of the Company on the TSX Venture Exchange during the
20 consecutive trading days ending five trading days preceding the date on which
the notice of redemption is given is not less than 125% of the Conversion Price.



The Offering is scheduled to close on or about September 20, 2012 and is subject
to certain conditions including, but not limited to, the receipt of all
necessary approvals, including the approval of the TSX Venture Exchange (the
"Exchange"). The Debentures will be offered in certain provinces of Canada by
way of a short form prospectus. 


Unit Private Placement 

Pursuant to the Private Placement, the Company will sell Units at a subscription
price of US$2.21 per Unit, subject to the approval of the Exchange. Each Unit is
comprised of one common share in the capital of the Company and one-half of a
transferable common share purchase warrant (each a "Warrant"). Each whole
Warrant will entitle the holder thereof to purchase one additional common share
of the Company at an exercise price of US$3.45 per common share for a period of
24 months from the date of issue. 


Finder's fees may be payable in connection with the completion of the Private
Placement in accordance with Exchange policies.  


The net proceeds of the Offering and the Private Placement will be used to
complete the installation of the Company's facility in Pamplico, South Carolina
and for equipment deposits, harvesting and general corporate purposes. 


The securities offered have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the United
States absent registration or applicable exemption from the registration
requirements. This press 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.
Any public offering of securities to be made in the United States must be made
by means of a prospectus containing detailed information about the Company and
management, as well as financial statements.


About Naturally Advanced Technologies Inc. 

Naturally Advanced Technologies Inc., through its wholly owned subsidiary,
CRAiLAR(R) Fiber Technologies Inc., has developed proprietary technologies for
production of bast fibers, cellulose pulp, and their resulting by-products in
collaboration with Canada's National Research Council. Its renewable and
environmentally sustainable biomass resources from flax, hemp and other bast
fibers offer cost-effective and environmentally sustainable processing and
production, along with increased performance characteristics for use in textile,
industrial, energy, medical and composite material applications. The Company was
founded in 1998 as a provider of environmentally friendly, socially responsible
clothing. For more information, visit www.naturallyadvanced.com. 


ADVISORY: This press release contains forward looking statements which may
include statements concerning completion of any proposed acquisitions, capital
programs, debt, funds flow from operations, closing date of the Offering and the
anticipated use of the net proceeds of the Offering and Private Placement.
Although NAT believes that the expectations reflected in these forward looking
statements are reasonable, undue reliance should not be placed on them because
NAT can give no assurance that they will prove to be correct. Since forward
looking statements address future events and conditions, by their very nature
they involve inherent risks and uncertainties. Any proposed acquisition may not
be completed if required approvals or some other condition to closing is not
satisfied. The closing of the Offering and the Private Placement could be
delayed if NAT is not able to obtain the necessary regulatory and stock exchange
approvals on the timelines it has planned. The Offering and the Private
Placement will not be completed at all if these approvals are not obtained or
some other condition to the closing is not satisfied. Accordingly, there is a
risk that any proposed acquisition or offering will not be completed within the
anticipated time or at all. The intended use of the net proceeds of the Offering
and Private Placement by NAT might change if the board of directors of NAT
determines that it would be in the best interests of NAT to deploy the proceeds
for some other purpose. 


The forward looking statements contained in this press release are made as of
the date hereof and NAT undertakes no obligations to update publicly or revise
any forward looking statements or information, whether as a result of new
information, future events or otherwise, unless so required by applicable
securities laws.

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