Star Metro - The Fresh Factory Announces Closing of US$3 Million Non-Brokered Private Placement and Increase Funds Under Existing Credit Facility

CAROL STREAM, IL / ACCESS Newswire / January 20, 2026 / The Fresh Factory B.C. Ltd. (TSXV:FRSH)(FRA:Q4Z) ("The Fresh Factory" or the "Company"), a mission-driven company for fresh, clean-label, and better-for-you food and beverage brands, is pleased to announce the completion of its previously announced non-brokered private placement resulting in the sale of 26,087 proportionate voting shares ("Proportionate Voting Shares") in the capital of the Company at a price of US$115.00 (approximately C$160.00) per Proportionate Voting Share for total gross proceeds of approximately US$3,000,000 (approximately C$4.16 million) (the "Offering").

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 facilities, and for general corporate and working capital purposes. Closing of the Offering remains subject to the final approval of the TSX Venture Exchange (the "TSXV").

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 (the "Subordinate Voting Shares"), 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% (subject to increase to 50% 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 TSXV under the symbol "FRSH". The Proportionate Voting Shares are not listed or posted for trading on any stock exchange.

Certain directors of the Company (each, an "Insider") purchased an aggregate of 8,258 Proportionate Voting Shares pursuant to the Offering. Each subscription by an Insider is considered to be a "related party transaction" for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company did not file a material change report more than 21 days before the expected closing date of the Offering as the details of the Offering and the participation therein by each "related party" of the Company were not settled until shortly prior to the closing of the Offering, and the Company wished to close the Offering on an expedited basis for sound business reasons. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on section 5.5(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25% of the Company's market capitalization. Additionally, the Company is exempt from minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25% of the Company's market capitalization.

Increase of Funds Available Under Existing Credit Facility

Further to its news release dated September 12, 2025 announcing a three-year revolving asset-based lending facility in the principal amount of US$4 million with Mitsubishi HC Capital America Inc. (the "Lender"), the Company is pleased to announce that the Lender has increased the amount of funds available under the facility to US$5 million. No other changes were implemented in connection with the amendment to the facility with the Lender.

About The Fresh Factory B.C. Ltd.

The Fresh Factory is a vertically integrated company focused on accelerating the growth of the fresh, clean-label, better-for-you food and beverage brands of tomorrow. The Fresh Factory owns or partners with emerging brands in the better-for-you space 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 ESG-focused, driven to make a lighter, greener impact on the environment and a stronger, positive impact on local communities and the food system as a whole. Learn more about The Fresh Factory at www.thefreshfactory.co and find The Fresh Factory on social media at Instagram, Twitter, and LinkedIn.

Contacts

Bill Besenhofer
Chief Executive Officer and Co-Founder
1-877-495-1638
[email protected]

Susan Xu
Media and Investor Relations
1-877-495-1638
[email protected]

Forward-Looking Statements

This news release contains "forward-looking statements" or "forward-looking information" (collectively referred to hereafter as "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements that address activities, events, or developments that the Company expects or anticipates will, or may, occur in the future, including, but not limited to, statements about the Offering, the use of proceeds from the Offering, the receipt of all required regulatory approvals including the Company's objectives and goals conducted and proposed to be conducted at the Company's facilities, Company's new product offerings, its ability to execute on its goals, general macro and micro economic impacts of inflation on the business and operation of the Company, the timing pertaining to these goals and receipt of applicable consents and approvals, and Company's business prospects, future trends, plans, and strategies. In some cases, forward-looking statements are preceded by, followed by, or include words such as "may", "will," "would", "could", "should", "believes", "estimates", "projects", "potential", "expects", "plans", "intends", "proposes", "anticipates", "targeted", "continues", "forecasts", "designed", "goal", "anticipate" or the negative of those words or other similar or comparable words. Although the management of the Company believes that the assumptions made and the expectations represented by such statements are reasonable, there can be no assurance that a forward-looking statement herein will prove to be accurate. Forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. Risks and uncertainties applicable to the Company, as well as trends identified by the Company affecting its industry, can be found in the final long-form prospectus of the Company dated November 10, 2021, and the Company's continuous disclosure record available on SEDAR+ at www.sedarplus.ca. Such cautionary statements qualify all forward-looking statements made in this news release. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "1933 Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.

SOURCE: The Fresh Factory B.C. Ltd.

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L.Girard--SMC