The Fresh Factory Announces US$3 Million Non-Brokered Private Placement

Executive Summary

• The Fresh Factory B.C. Ltd. announced a non‑brokered private placement of up to 26,087 proportionate voting shares at US $115.00 (≈C$158.48) per share, targeting gross proceeds of approximately US $3 million (≈C$4.13 million).
• Net proceeds are earmarked for growth initiatives, facility upgrades, and general corporate/working‑capital purposes.
• The offering is expected to close in one or more tranches, with the first tranche anticipated around December 19, 2025, subject to regulatory approvals (including TSXV consent) and U.S. ownership restrictions.

Key Details

• Offering Size: Up to 26,087 proportionate voting shares.
• Price per Share: US $115.00 (≈C$158.48).
• Total Gross Proceeds Target: Approximately US $3 million (≈C$4.13 million).
• Closing Timeline: First tranche expected on or about December 19, 2025; additional tranches may follow.
• Use of Proceeds:
• Funding growth and development of the business.
• Upgrades to existing manufacturing facilities.
• General corporate purposes and working capital.
• Conversion Rights: Each proportionate voting share can convert into 100 subordinate voting shares, subject to customary adjustments.
• Ownership Restrictions: Aggregate U.S. resident ownership of subordinate and proportionate voting shares may not exceed 40% (potentially increaseable to 50% at board discretion) to maintain “foreign private issuer” status under Rule 3b‑4.
• Listing Status: Subordinate voting shares trade on the TSXV under ticker “FRSH”. Proportionate voting shares are not listed.
• Regulatory Conditions: Closing is contingent upon receipt of all required approvals, including TSXV consent and compliance with U.S. securities laws (the securities are not registered in the United States).

Notable Quotes

(No direct quotes were provided in the release.)