Arizona Tribune - The Fresh Factory Completes US$3 Million Non-Brokered Private Placement

CAROL STREAM, IL / ACCESS Newswire / April 2, 2025 / The Fresh Factory B.C. Ltd. (TSXV:FRSH)(FRA:Q4Z) ("The Fresh Factory" or the "Company"), a mission-driven company for fresh, clean-label, and better-for-you food and beverage brands, is pleased to announce that it has completed its non-brokered private placement, previously announced on February 24, 2025, consisting of the sale of 33,333 proportionate voting shares ("Proportionate Voting Shares") in the capital of the Company at a price of US$90.00 per Proportionate Voting Share for total gross proceeds of approximately US$3,000,000 (the "Offering").

The Company intends to use the net proceeds from the Offering to fund the growth and development of its business, including upgrades to its existing facility, and for general corporate and working capital purposes. Closing of the Offering remains subject to the final approval of the TSX Venture Exchange (the "TSXV").

Each Proportionate Voting Share issued pursuant to the Offering has a restricted right to convert into 100 subordinate voting shares in the capital of the Company (the "Subordinate Voting Shares"), subject to adjustments for certain customary corporate changes. The ability to convert the Proportionate Voting Shares is subject to a restriction that the aggregate number of Subordinate Voting Shares and Proportionate Voting Shares held of record, directly or indirectly, by residents of the United States may not exceed 40% (subject to increase to 50% in the sole and unfettered discretion of the board of directors of the Company) of the aggregate number of Subordinate Voting Shares and Proportionate Voting Shares issued and outstanding after giving effect to such conversions, and to a restriction on beneficial ownership of Subordinate Voting Shares exceeding certain levels, in order for the Company to maintain its status as a "foreign private issuer" (as determined in accordance with Rule 3b-4 under the U.S. Exchange Act). The Subordinate Voting Shares are listed and posted for trading on the TSXV under the symbol "FRSH". The Proportionate Voting Shares are not listed or posted for trading on any stock exchange. The Proportionate Shares are also subject to a statutory hold period of four months and one day.

Nate Laurell, Tim Doelman, and Lindsay Levin, each a director of the Company (collectively, the "Insiders"), participated in the Offering by acquiring an aggregate of 14,723 Proportionate Voting Shares. Participation by the Insiders in the Offering was considered a "related party transaction" pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Insiders' participation in the Public Offering pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of any securities issued to, nor the consideration paid by, the Insiders exceeded 25% of the Company's market capitalization. The Company did not file a material change report 21 days prior to closing of the Offering, as the Insiders' participation had not been confirmed at that time which the Company deemed reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the Offering in an expeditious manner.

This news 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 state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "1933 Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.

About The Fresh Factory B.C. Ltd.

The Fresh Factory is a vertically integrated company focused on accelerating the growth of fresh, clean-label, better-for-you food and beverage brands of tomorrow. The Fresh Factory owns or partners with emerging brands to develop, manufacture, and sell products made from fresh produce and recognizable ingredients. It operates from its centrally located manufacturing facility near Chicago, serving customers across the United States. As a public benefits corporation, The Fresh Factory is committed to sustainability, striving to make a lighter, greener impact on the environment and a stronger, positive impact on local communities and the food system as a whole. Learn more about The Fresh Factory at www.thefreshfactory.co and find The Fresh Factory on social media at Instagram, Twitter, and LinkedIn.

Contacts

Bill Besenhofer
Chief Executive Officer and Co-Founder
1-877-495-1638
[email protected]

Susan Xu
Media and Investor Relations
1-877-495-1638
[email protected]

View the original press release on ACCESS Newswire

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