The Fresh Factory Announces Closing of First Tranche of Private Placement

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

CAROL STREAM, IL / ACCESSWIRE / February 6, 2023 / The Fresh Factory B.C. Ltd. (CSE: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 the completion of the first tranche of its previously announced non-brokered private placement pursuant to which the Company issued an aggregate of: (i) 41,666 subordinate voting shares ("Subordinate Voting Shares") in the capital of the Company at a price of US$0.60 (approximately C$0.80) per Subordinate Voting Share; and (ii) 5,832 proportionate voting shares ("Proportionate Voting Shares") in the capital of the Company at a price of US$60.00 (approximately C$80.00) per Proportionate Voting Share, for total gross proceeds of US$374,919.60 (approximately C$498,643) (the "Offering"). The Company has received firm commitments for additional subscriptions totaling approximately US$1,625,080 (approximately C$$2,161,357) and anticipates closing on such amounts, together with any additional funds of up to a maximum aggregate amount of US$3,000,000 (approximately C$4,000,000) of securities in a subsequent tranche of the Offering in March 2023.

Bill Besenhofer, Chief Executive Officer and co-founder of The Fresh Factory, commented: "With the successful closing of this initial tranche of our non-brokered private placement, we are thrilled to have the additional capital to fuel the rapid growth of our business. We plan to use the proceeds to bolster our working capital position and upgrade our existing facility to support our expansion plans. We are confident that these strategic investments will position the Company for long-term success as we accelerate our growth plans to meet consumer demand for fresh, clean-label products."

The proceeds from the Offering are intended to be used to fund the growth and development of its business, including upgrades to its existing facility, and for general corporate and working capital purposes.

Each Proportionate Voting Share issued pursuant to the Offering has a restricted right to convert into 100 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 Canadian Securities Exchange under the symbol "FRSH". The Proportionate Voting Shares are not listed or posted for trading on any stock exchange.