Mr. Bill Besenhofer reports

THE FRESH FACTORY COMPLETES US$3 MILLION NON-BROKERED PRIVATE PLACEMENT

The Fresh Factory B.C. Ltd. has completed its non-brokered private placement, previously announced on Feb. 24, 2025, consisting of the sale of 33,333 proportionate voting shares in the capital of the company at a price of $90.00 (U.S.) per proportionate voting share for total gross proceeds of approximately $3-million (U.S.).

The company intends to use the net proceeds from the offering to finance the growth and development of its business, including upgrades to its existing facility, and for general corporate and working capital purposes. Closing of the offering remains subject to the final approval of the TSX Venture Exchange.

Each proportionate voting share issued pursuant to the offering has a restricted right to convert into 100 subordinate voting shares in the capital of the company, subject to adjustments for certain customary corporate changes. The ability to convert the proportionate voting shares is subject to a restriction that the aggregate number of subordinate voting shares and proportionate voting shares held of record, directly or indirectly, by residents of the United States may not exceed 40 per cent (subject to increase to 50 per cent in the sole and unfettered discretion of the board of directors of the company) of the aggregate number of subordinate voting shares and proportionate voting shares issued and outstanding after giving effect to such conversions, and to a restriction on beneficial ownership of subordinate voting shares exceeding certain levels, in order for the company to maintain its status as a foreign private issuer (as determined in accordance with Rule 3b-4 under the U.S. Exchange Act). The subordinate voting shares are listed and posted for trading on the TSX Venture Exchange under the symbol FRSH. The proportionate voting shares are not listed or posted for trading on any stock exchange. The proportionate shares are also subject to a statutory hold period of four months and one day.

Nate Laurell, Tim Doelman and Lindsay Levin, each a director of the company, participated in the offering by acquiring an aggregate of 14,723 proportionate voting shares. Participation by the insiders in the offering was considered a related party transaction pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101). The company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the insiders' participation in the public offering pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of any securities issued to, nor the consideration paid by, the insiders exceeded 25 per cent of the company's market capitalization. The company did not file a material change report 21 days prior to closing of the offering, as the insiders' participation had not been confirmed at that time which the company deemed reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the offering in an expeditious manner.

About The Fresh Factory B.C. Ltd.

The Fresh Factory is a vertically integrated company focused on accelerating the growth of fresh, clean-label, better-for-you food and beverage brands of tomorrow. The Fresh Factory owns or partners with emerging brands to develop, manufacture, and sell products made from fresh produce and recognizable ingredients. It operates from its centrally located manufacturing facility near Chicago, serving customers across the United States. As a public benefits corporation, The Fresh Factory is committed to sustainability, striving to make a lighter, greener impact on the environment and a stronger, positive impact on local communities and the food system as a whole.

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