MONTREAL, Nov. 10, 2026 (GLOBE NEWSWIRE) -- Goodfood Market Corp. (“Goodfood” or the “Company”) (TSX: FOOD), a leading Canadian online meal solutions company, announced today that the Superior Court of Québec (Commercial Division) (the “Court”) has issued an approval and vesting order (the “Approval Order”) approving the sale of substantially all of the assets of the Company to Fresh Prep Foods Inc. (“Fresh Prep”). The transaction is the culmination of the Company’s sale and investment solicitation process conducted under the supervision of the Court and Raymond Chabot Inc., as Court-appointed monitor of the Company, in connection with the restructuring proceedings of the Company (the “CCAA Proceedings”) under the Companies’ Creditors Arrangement Act (Canada), pursuant to an initial order granted by the Court on August 5, 2026.
The Approval Order was granted in respect of the asset purchase agreement entered into between the Company and Fresh Prep on November 2, 2026 (the “Definitive Agreement”). The shares held by the Company in 16423132 Canada Inc., which holds approximately 80% of the shares of Genuine Tea Inc., are not included in the transaction with Fresh Prep and remain subject to a separate sale process. Subject to fulfillment or waiver, as applicable, of other closing conditions customary for transactions of this nature contained in the Definitive Agreement, the transaction is expected to close on or around November 13, 2026. Following closing, Fresh Prep will begin servicing Goodfood’s approximately 30,000 active customers and welcome members of the Goodfood team.
“We are extremely pleased that the diligent process we have run has led to this announced transaction with Fresh Prep, a quality Canadian company that expects to welcome a significant number of our team members while delivering, in a seamless fashion, the quality meal solutions that our customers are accustomed to,” said Donald Olds, Chair of Goodfood.
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FORWARD-LOOKING INFORMATION
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Such forward-looking information includes, but is not limited to, statements regarding the CCAA Proceedings, the expected closing of the transaction contemplated by the Definitive Agreement and the timing thereof, the fulfillment or waiver of the remaining closing conditions, and the servicing of Goodfood’s customers by Fresh Prep and the welcoming of Goodfood team members following closing, as well as information with respect to our objectives and the strategies to achieve these objectives, as well as information with respect to our beliefs, plans, expectations, anticipations, assumptions, estimates and intentions. This forward-looking information is identified by the use of terms and phrases such as “may”, “would”, “should”, “could”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe”, and “continue”, as well as the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. Forward-looking information is provided for the purposes of assisting the reader in understanding the Company and its business, operations, prospects and risks at a point in time in the context of historical trends, current condition and possible future developments and therefore the reader is cautioned that such information may not be appropriate for other purposes.
Forward-looking information is based upon a number of assumptions, including that the remaining closing conditions under the Definitive Agreement will be fulfilled or waived in a timely manner, and is subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those that are disclosed in, or implied by, such forward-looking information. These risks and uncertainties include, but are not limited to, the risk that the closing conditions are not fulfilled or waived in a timely manner or at all, the risk that the closing of the transaction is delayed or does not occur, risks related to the CCAA Proceedings, and the risk factors discussed under “Risk Factors” in the Company’s Annual Information Form for the 52 weeks ended September 6, 2025, available on SEDAR+ at www.sedarplus.ca and under the “Events and Presentations” section of our website at www.makegoodfood.ca/en/investors. This is not an exhaustive list of risks that may affect the Company’s forward-looking statements. Other risks not presently known to the Company or that the Company believes are not significant could also cause actual results to differ materially from those expressed in its forward-looking statements. Although the forward-looking information contained herein is based upon what we believe are reasonable assumptions, readers are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information.
Consequently, all of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained herein is provided as of the date hereof, and we do not undertake to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.



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