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

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.