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

Executive Summary

• The Fresh Factory B.C. Ltd. announced a non-brokered private placement of up to 26,087 proportionate voting shares for gross proceeds of up to US$3 million (approx. CAD$4.13 million).
• The offering is priced at US$115 per share, with closing expected in one or multiple tranches starting on or about December 19, 2025, subject to regulatory approvals including TSX Venture Exchange consent.
• Net proceeds will be used to finance business growth, facility upgrades, and general corporate working capital.

Key Details

• Transaction Structure: Non-brokered private placement of up to 26,087 proportionate voting shares.
• Price: US$115 per share (approximately CAD$158.48).
• Gross Proceeds: Up to US$3 million (approximately CAD$4.13 million).
• Use of Proceeds: Financing growth and development of the business, including upgrades to existing facilities, and for general corporate and working capital purposes.
• Closing Timeline: Expected to occur in one or multiple tranches; first tranche expected to close on or about December 19, 2025.
• Conditions: Subject to satisfaction of certain conditions, including receipt of all applicable regulatory approvals, specifically the approval of the TSX Venture Exchange.
• Share Structure & Conversion: Each proportionate voting share has a restricted right to convert into 100 subordinate voting shares, subject to adjustments for customary corporate changes.
• Ownership Restrictions: Conversion is restricted to ensure that the aggregate number of subordinate and proportionate voting shares held by US residents does not exceed 40% (potentially increasing to 50% at the board's discretion) of the total issued and outstanding shares. This is to maintain the company's status as a foreign private issuer under Rule 3b-4 of the U.S. Exchange Act.
• Trading Status: Subordinate voting shares are listed on the TSX Venture Exchange under the symbol FRSH. Proportionate voting shares are not listed or posted for trading on any stock exchange.

Notable Quotes

• No direct quotes from management were included in the provided text.