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Financings

Fresh Factory completes $3M (U.S.) private placement

By The Northwire Desk — AI Analysis Jan 20, 2026 · 17:16 FRSH · 1.33 Fresh Factory BC Ltd (The)
FRSH · Price

Executive Summary

  • The Fresh Factory B.C. Ltd. closed a non-brokered private placement of 26,087 proportionate voting shares at $115.00 USD per share, raising approximately $3 million USD in gross proceeds.
  • The company simultaneously announced an increase in its existing revolving asset-based lending facility with Mitsubishi HC Capital America Inc. from $4 million USD to $5 million USD.
  • Net proceeds from the private placement are intended for business growth, facility upgrades, and general working capital, subject to final TSX Venture Exchange approval.

Key Details

  • Private Placement Structure:
    • Instrument: 26,087 proportionate voting shares.
    • Price: $115.00 USD (approx. $160.00 CAD) per share.
    • Gross Proceeds: Approximately $3 million USD (approx. $4.16 million CAD).
    • Conversion Rights: Each proportionate voting share converts into 100 subordinate voting shares, subject to customary corporate changes.
    • Ownership Restrictions: To maintain "foreign private issuer" status, US resident ownership is capped at 40% (increasable to 50% at board discretion) of aggregate shares.
    • Trading Status: Subordinate voting shares trade on TSX-V under symbol "FRSH"; proportionate voting shares are not listed.
    • Insider Participation: Directors purchased an aggregate of 8,258 proportionate voting shares.
    • Regulatory Exemptions: The company relied on exemptions from formal valuation and minority shareholder approval requirements under Multilateral Instrument 61-101, as the interested party transaction value was not more than 25% of market capitalization.
    • Use of Proceeds: Financing growth and development, facility upgrades, and general corporate/working capital purposes.
    • Status: Closing is subject to final approval of the TSX Venture Exchange.
  • Credit Facility Amendment:
    • Lender: Mitsubishi HC Capital America Inc.
    • Original Facility: Three-year revolving asset-based lending facility of $4 million USD.
    • Amended Facility: Increased principal amount to $5 million USD.
    • Terms: No other changes were implemented in connection with the amendment.

Notable Quotes

  • None provided in the text.
Read the original news release →

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