The Fresh Factory

• Year-to-date revenue of USD $9.4 million, representing an increase of 50% compared to same period last year  
• Quarterly revenue of USD $3.3 million, representing an increase of 42% compared to same period last year 
• Acquired Healthful Habits, LLC (“Phyter Bars”), allowing for entrance into the snack-bar market 

• As part of public company transition, Bill Besenhofer appointed CEO, and Nate Laurell appointed Chair of the Board of Directors 

CAROL STREAM, IL / ACCESSWIRE / November 30, 2021 – The Fresh Factory B.C. Ltd. (CSE: FRSH) (“The Fresh Factory” or the “Company”), a mission-driven company for plant-based and clean-label food and beverage brands, reports financial results for the third quarter ending September 30, 2021. 

“We posted another strong quarter driven by solid execution, organic growth, and increasing demand from our customers across all channels,” said Bill Besenhofer, Chief Executive Officer and Co-Founder of The Fresh Factory. “The satisfaction of the escrow release conditions in connection with our recent USD $9.0 million financing, in parallel with our debut as a public company, has put us in a strong position to expand our capabilities, execute on our strategy, and carry out important initiatives that we expect will propel us to the next level of growth.” 

Financial and Operational Highlights 

(All figures in this press release are in US dollars unless otherwise stated.)  

• Year-to-date revenue of $9.4 million, an increase of 50% compared to YTD 2020.  
• Quarterly revenue of $3.3 million, 42% greater than Q3 2020. 
• Year-to-date adjusted EBITDA of ($0.30) million vs. ($0.07) million YTD 2020.  
• Commenced trading on the CSE on November 16, 2021, under the ticker symbol “FRSH”. 

Strategic Areas of Focus  

The Fresh Factory is building a platform to service emerging food and beverage brands in the fresh-food sector with an emphasis on plant-based and clean-label brands. The Company has established four key areas of focus on which it will report moving forward on a quarterly basis:  

• Execution: Focus on safety, high-quality operations, and strong margins 

• • Product gross margin was 32.1% of revenue for Q3 2021 compared to 32.9% of revenue for the same period last year. 
  • The Company recently completed its annual SQF (Safe Quality Foods) audit, achieving a score of 99 out of 100. This is the fifth year the company has been SQF audited. 

• Growth: Invest in and grow with the right brands across varied channels 

• • Year-to-date revenue is $9.4 million, an increase of 50% compared to YTD 2020.  
  • Quarterly revenue was $3.3 million, 42% greater than Q3 2020. 
  • Revenue remains broadly diversified across direct-to-consumer, quick-service-restaurants, and retail customers.
  • The Fresh Factory acquired Phyter Bars, and began producing bars for several customers. Bars represent a significant growth area for the Company going forward. 

• Brand Portfolio: Meaningful equity participation in the sector 

• • The Company continues to invest in its two wholly owned brands, Field + Farmer and Element Pressed.
  • The Company’s Field + Farmer brand, which produces plant-based dressings and dips made with farm-fresh ingredients, reported strong year-to-date revenue growth of 70%. 

• Sustainability: Become a market leader in sustainability 

• • The Company continues to develop a multi-year plan toward increased sustainability and other green initiatives. 

Executive Changes 

As part of the transition from a privately held company to a publicly traded company, the Board of Directors of the Company appointed Bill Besenhofer as Chief Executive Officer and Nate Laurell as Chair of the Board. Both Bill and Nate are co-founders of The Fresh Factory. 

Bill has over 18 years of experience in operations, including executive management and leading operations teams. Bill held the role of President and Chief Operating Officer of The Fresh Factory prior to his appointment as Chief Executive Officer and will continue overseeing all daily operations, in addition to the added responsibilities relating to strategic planning and shareholder engagement. Bill began his career in health care at Cardinal Health, a Top 20 Fortune 500 multinational integrated health-care service company, as a lean six-sigma black belt with a focus on operational process, improving cost-effectiveness, and optimizing performance. Bill most recently was the Operating Partner/COO for GreatPoint Ventures, a San Francisco-based venture fund where he maintained operational oversight and managed funds with investments in industry-leading companies such as Beyond Meat and Farmer’s Fridge.  

“One of the Board’s top priorities is to ensure we have the leadership and resources in place to execute on our strategy,” said Nate Laurell, Chair of the Board. “The Board is thrilled to promote Bill to CEO. He knows our business inside and out, with ever-increasing responsibilities over the years. His exemplary leadership and unwavering commitment to and passion for our people and brand made him a natural choice for this position.”  

Reconciliation of Non-GAAP Financial Measures 

There are measures included in this news release that do not have a standardized meaning under generally accepted accounting principles (GAAP) and therefore may not be comparable to similarly titled measures and metrics presented by other publicly traded companies. The Company includes these measures because it believes certain investors use these measures and metrics as a means of assessing financial performance. EBITDA (earnings before interest, taxes, depreciation and amortization is calculated as net earnings before finance costs (net of finance income), income tax expense, and depreciation and amortization of intangibles) is a non-GAAP financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies.  

We prepare and release quarterly unaudited and annual audited financial statements prepared in accordance with IFRS. We also disclose and discuss certain non-GAAP financial information, used to evaluate our performance, in this and other earnings releases and investor conference calls as a complement to results provided in accordance with IFRS. We believe that current shareholders and potential investors in the Company use non-GAAP financial measures, such as Adjusted EBITDA and Product Gross Margin, in making investment decisions about the Company and measuring our operational results.  

The term “Adjusted EBITDA” refers to a financial measure that we define as earnings before interest, taxes, depreciation, amortization, stock-based compensation, and change in fair value of derivative liabilities. The term “Product Gross Margin” is defined as income after all variable costs associated with production, including food and other ingredient costs, all packaging costs, and all direct labor costs to produce the product.  

Management believes that investors and financial analysts measure our business on the same basis, and we are providing the Adjusted EBITDA and Product Gross Margin financial metrics to assist in this evaluation and to provide a higher level of transparency into how we measure our own business. However, Adjusted EBITDA and Product Gross Margin are non-GAAP financial measures and may not be comparable to similarly titled measures reported by other companies. Adjusted EBITDA and Product Gross Margin should not be construed as a substitute for net income determined in accordance with IFRS or other non-GAAP measures that may be used by other companies, such as EBITDA. The use of Adjusted EBITDA and Product Gross Margin does have limitations. As certain acquisition-related expenses charges may continue as we pursue our consolidation strategy, some investors may consider these charges and expenses as a recurring part of operations rather than expenses that are not part of operations. 

The financial statements of The Fresh Factory, PBC, a predecessor company to the Company, for the three- and nine-month period September 30, 2021 can be found on the Company’s issuer profile on SEDAR at  www.sedar.com under the heading “Financial statements of RTO acquirer”. 

About The Fresh Factory B.C. Ltd. 

The Fresh Factory is a vertically integrated company focused on accelerating the growth of the plant-based, clean-label food and beverage brands of tomorrow. The Fresh Factory owns or partners with emerging brands in the plant-based 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 US. As a B 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.  

To learn more and receive news and updates about The Fresh Factory, visit www.thefreshfactory.co, and find them on social media at Instagram, Twitter, and LinkedIn. 

Contacts 

Bill Besenhofer 

Co-founder and CEO 

1-877-495-1638 

info@thefreshfactory.co 

Alyssa Barry 

Media and Investor Relations 

1-877-495-1638 

healthyinvestors@thefreshfactory.co 

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 Company expects or anticipates will, or may, occur in the future, including, among other things, information regarding: the limited history of operations, lack of profitability, availability of financing, the need for additional financing and the timing and amount of expenditures, information pertaining to strategy, plans, or future financial performance, such as statements with respect to future revenues, EBITDA, Adjusted EBITDA, product gross margin, cash flows and other statements that express management’s expectations or estimates of future performance, the anticipated timing of future cash flow and positive EBITDA, and the ability to successfully execute on corporate 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.  

Investors are cautioned that forward‐looking information is not based on historical facts but instead reflect the Company’s management’s expectations, estimates or projections concerning the Company, future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward‐looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward‐looking information are the following: changes in general economic, business and political conditions, including changes in the financial markets; and in particular in the ability of the Company to raise debt and equity capital in the amounts and at the costs that it expects; the Company’s production capacity and supply chain; the price of raw ingredients and materials; expectations regarding trends in the plant-based food industry; expectations with respect to the future growth of its food ingredient products; adverse changes in applicable laws; the failure to find economically viable acquisition targets or achieve organic growth targets; business integration risks; ability to manage growth; reliance on key personnel; economic spending in the food products industry; funding for internally developed products; customer retention and attrition; client demands; or adverse changes in the application or enforcement of current laws, including those related to taxation; the inability to locate and acquire suitable companies, properties and assets necessary to execute on the Company’s business plans; and increasing costs of compliance with extensive government regulation. This forward‐looking information may be affected by risks and uncertainties in the business of the Company and market conditions.   

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 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. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward‐looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others 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 available on SEDAR at www.sedar.com. The Company does not intend, and does not assume any obligation, to update this forward‐looking information except as otherwise required by applicable law.  

No securities regulatory authority has in any way passed upon the merits of the proposed transactions described in this news release or has approved or disapproved of the contents of this news release. 

• B Corporation focused on creating, investing in, and accelerating the plant-based, clean-label food and beverage brands of tomorrow
• Strong management team and board with extensive experience in food commercialization, health and wellness and CPG, backed by strategic investors, including Listen Ventures and Kimbal Musk

CAROL STREAM, IL / ACCESSWIRE / November 23, 2021 – The Fresh Factory B.C. Ltd. (CSE: FRSH) (“The Fresh Factory” or the “Company”), a mission-driven company for plant-based and clean-label food and beverage brands, joins the CSE to capture the appetite of the Canadian venture capital markets.

The Fresh Factory is a vertically integrated company focused on accelerating the growth of emerging plant-based and clean-label food and beverage brands. The Fresh Factory owns or partners with up-and-coming brands to develop, manufacture, distribute, and sell products made from fresh produce and recognizable ingredients. It operates from its centrally located manufacturing facility in Carol Stream, Illinois, just outside of Chicago, ideally located to serve customers across the United States. As a B Corporation, The Fresh Factory is environmentally and socially focused and driven to leave a lighter, greener mark on the environment while making a strong, positive impact on their communities and the food system as a whole.

“We saw the Canadian venture capital markets as the perfect arena to further propel our business and to align with investors who support companies like ours — companies who want to put out great products while also helping people and reforming inefficiencies in the system,” said Nate Laurell, co-founder of The Fresh Factory. “As a B Corporation, we set a goal to become a market leader in sustainability – everything from ensuring a fair wage for our farmers, sourcing locally, composting our waste, purchasing produce seconds (food that is often thrown out), donating a percentage of sales, and operating a diverse and equitable company. These are just a few of the metrics we track today, and we have various initiatives underway to become even more sustainable.”

According to a 2021 report published by Bloomberg Intelligence, Plant-Based Foods Poised for Explosive Growth, the plant-based food market is projected to reach $162 billion by 2030, outpacing the growth of conventional products. However, the founders of The Fresh Factory noted that there was a fundamental disconnect between this trend and the legacy infrastructure that exists in the food and beverage industry. Specifically, 20,000 new food and beverage products launch yearly,⁽¹⁾ the majority coming from small brands that often require small runs and refrigerated (perishable) supply chains, necessitating both efficiency and speed. However, the current industry infrastructure was built for conventional brands that tend to be bigger and slower and create preservative-laden shelf-stable products that can sit in a warehouse for months.

The Fresh Factory was designed to fill this gap in the market. First, they are experts in plant-based, clean-label formulation, with onsite food scientists and recipe-development specialists. They are also flexible and fast, accommodating small run sizes and accomplishing in weeks what larger, more cumbersome companies take months to do. This way, The Fresh Factory can create and launch in-demand products quickly, going from farm to shelf in record time, in a way that legacy infrastructure simply cannot. And small brands are now flocking to The Fresh Factory for their nimble expertise: in 2020, The Fresh Factory produced more than 250 different types of products for 36 different brands, numbers that are poised to significantly expand given the burgeoning of the plant-based market and the growth of small brands.

Take a virtual tour of The Fresh Factory’s manufacturing facility in Carol Stream, Illinois: https://vimeo.com/282782045/bb24a9151b.

Key Company Highlights

• The Fresh Factory operates as a vertically integrated platform focusing on fresh plant-based, clean-label food and beverages, with its headquarters and main manufacturing facility located in Carol Stream, Illinois, just outside of Chicago.
• Sells products online, through distributors, and through retailers across the United States.
• Maintains a number of certifications and licenses, including USDA Organic, Gluten-Free, Kosher, and non-GMO.
• Produced more than 250 different products for 36 different brands in 2020.

Key Investment Highlights

• Innovative: Adaptable manufacturing facility and expertise in clean-label, plant-based formulation that enables the quick launch of on-trend products with the flexibility for small run sizes.
• On-Trend: The Fresh Factory sits at the center of the fastest-growing sectors in the food industry and currently operates in significant markets, including Quick Service Restaurant (QSR) and retailers and are scaling into Direct-to-Consumer (DTC).
• Experienced: Led by an experienced team of entrepreneurs with deep knowledge and experience in the food and beverage and health and wellness sectors.
• Proven: Solid year-over-year revenue growth with strong gross margins.
• Diversified: Broad exposure to the plant-based, clean-label food market with multiple ways to win, including equity brands and partner brands.

Brand Portfolio

• Equity Brands (100% owned by The Fresh Factory)
  • Field + Farmer – plant-based dressings, dips, and juices made with farm-fresh ingredients.
  • Element Pressed – cold-pressed juices built for vitality, glow, immunity, and defense.
• Partner Brands
  • Dozens of leading food and beverage brands across traditional retail and direct-to-consumer channels.

Vertically Integrated Platform

• Innovation: The Fresh Factory launches a variety of innovative products every year, performing full-production trial runs to ensure that product quality is just as high for large runs as it was in the kitchen.
• Real Food: The Fresh Factory handles fresh produce, creating delicious plant-based, clean-label foods such as fresh pressed cold-pressed juice, beet hummus, and carrot miso salad dressing.
• Manufacturing: Wholly owned co-manufacturing facility is SQF Level III certified and a leader in food safety. The facility was built to be flexible and to accommodate smaller minimum runs.
• Fulfillment: Assembly, pick-pack-ship, and storage services for refrigerated and dry products. In-house logistics teams that coordinate deliveries, often arranging shared trucks to reduce distribution costs.
• Finance: Collaboration with emerging brands, often extending working capital terms or helping to obtain vendor financing on an as-needed basis.
• Sales and Marketing: In-house sales and marketing teams to help manage brand rollout.

ESG-Focused

• Elected to implement a number of social and environmental policies, including composting 100% of its produce waste and donating any extra produce or products.
• Donates 1% of sales from the Field + Farmer brand and sources produce seconds when available (more than 1.2M pounds in 2020 alone).
• Its Field + Farmer brand buys locally whenever possible, with more than 40% of its ingredients coming from local farms (defined as within 500 miles of its facility).
• As of year-end 2020, employs a diverse team with 42% identifying as women and 60% identifying as persons of color.

Management Team, Board and Advisors

• Nate Laurell, co-founder and CEO: Entrepreneur with more than 20 years of experience, having founded and sold companies in the finance, energy, and food sectors.
• Bill Besenhofer, co-founder and COO: More than 18 years in operations and a lean six-sigma black belt, with deep experience in management and leading successful operations teams, including at Cardinal Health and Great Point Ventures.
• Jeremy Schupp, CFO: More than 20 years of experience in the food, agriculture, and energy sectors, working for both start-ups and some of the world’s largest companies, including Cargill and Nestle.
• Jeff Cantalupo, Director: Founder and Managing Partner of Listen.co., with deep experience in the health and wellness movement, having led Listen’s seed investments in Calm and Factor, after beginning his career helping large brands innovate at Leo Burnett.
• Lindsay Levin, Director: Seasoned CPG marketer, having served as Chief Marketing Officer at RXBAR (acquired by Kellogg’s) and Chief Marketing and Sales Officer at Fluresh, after having worked at PepsiCo, Stanford University, and Navigant Consulting.
• Besar Xhelili, Director: Deep experience in capital markets and law, currently serving as Director of Dunfield Capital Corp., a capital markets advisory company, and co-founder of Zoglo’s Incredible Food Corp.
• Kimbal Musk, Investor and Advisor: Founder of The Kitchen Community and Square Roots, board member at Tesla and SpaceX, and a respected real-food advocate.

To learn more about The Fresh Factory and to receive news and updates, visit www.thefreshfactory.co.

1. USDA: New Products in the US

Contact
Nate Laurell
Co-founder and CEO
1-877-495-1638
info@thefreshfactory.co

Alyssa Barry
Media and Investor Relations
1-877-495-1638
healthyinvestors@thefreshfactory.co

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 Company expects or anticipates will, or may, occur in the future, including information regarding: (i) expectations with respect to the size of the plant-based and clean-label food and beverage industry; (ii) the Company’s ability to successfully execute its business objectives; (iii) plans for expansion; and (iv) expectations for other economic, business and/or competitive factors. 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.

Investors are cautioned that forward‐looking information is not based on historical facts but instead reflect the Company’s management’s expectations, estimates or projections concerning the Company, future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward‐looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward‐looking information are the following: the failure to satisfy the conditions to completion of the CSE listing and other risks detailed from time to time in the filings made by the Company under securities regulations, the potential impact of the announcement of the going public transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; and in particular in the ability of the Company to raise debt and equity capital in the amounts and at the costs that it expects; the Company’s production capacity and supply chain; the price of raw ingredients and materials; expectations regarding trends in the plant-based food industry; expectations with respect to the future growth of its food ingredient products; adverse changes in applicable laws; or adverse changes in the application or enforcement of current laws, including those related to taxation; the inability to locate and acquire suitable companies, properties and assets necessary to execute on the Company’s business plans; and increasing costs of compliance with extensive government regulation. This forward‐looking information may be affected by risks and uncertainties in the business of the Company and market conditions.  

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 Company to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. As a result, the Company cannot guarantee that the CSE listing will be completed on the terms and within the time disclosed herein or at all. 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. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward‐looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others 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 Prospectus and Listing Statement available on SEDAR at www.sedar.com. The Company does not intend, and does not assume any obligation, to update this forward‐looking information except as otherwise required by applicable law.

No securities regulatory authority has in any way passed upon the merits of the proposed transactions described in this news release or has approved or disapproved of the contents of this news release.

• B Corporation Focused on Creating, Investing in, and Accelerating the Plant-Based, Clean-Label Food and Beverage Brands of Tomorrow 
• Strong Management Team and Board with Extensive Experience in Food Commercialization, Health, and CPG, and Backed by Strategic Investors, Including Listen Ventures and Kimbal Musk 

CAROL STREAM, IL / ACCESSWIRE / November 11, 2021 – The Fresh Factory B.C. Ltd. (CSE: FRSH) (“The Fresh Factory” or the “Company”), a mission-driven company for plant-based and clean-label food and beverage brands, is pleased to announce that following the merger of the Company, The Fresh Factory, PBC, and Fresh Factory Merger Sub, Inc., a wholly owned subsidiary of the Company (the “Merger”), its subordinate voting shares (the “Subordinate Voting Shares”) are expected to be listed on the Canadian Securities Exchange (“CSE”), subject to final CSE approval. The Subordinate Voting Shares are expected to commence trading on the CSE at market open on or about Tuesday, November 16, 2021 under the symbol “FRSH”. As a B Corporation, The Fresh Factory is environmentally and socially focused and driven to leave a lighter, greener mark on the environment while making a strong, positive impact on the communities and food system as a whole. 

“We are excited to achieve this milestone of being publicly listed on the CSE, which will give investors a way to participate in the explosive growth of the plant-based and clean-label food and beverage sector,” said Nate Laurell, co-founder and CEO of The Fresh Factory. “We plan to continue to grow our platform to create, invest in, acquire, partner with, and build brands in this rapidly growing market, promoting the environmental and social health of our communities along the way.” 

According to a 2021 report published by Bloomberg Intelligence titled Plant-Based Foods Poised for Explosive Growth, the plant-based food market is projected to reach $162 billion by 2030, outpacing the growth of conventional products, and is supported by innovation, increased production capacity, lower retail prices, broader distribution gains and consumer acceptance. 

Key Company Highlights 

• The Fresh Factory operates as a vertically integrated platform focusing on fresh plant-based, clean-label food and beverages, with its headquarters and main manufacturing facility located in Carol Stream, Illinois, just outside of Chicago. 
• Sells products online, through distributors, and through retailers across the United States.  
• Maintains a number of certifications and licenses, including USDA Organic, Gluten-Free, Kosher, and non-GMO. 
• Revenue was USD $8.3 million for the year ending December 31, 2020, compared to USD $6.8 million for the previous year, representing a 22% increase. 
• Revenue was USD $6.1 million for the six months ending June 30, 2021, compared to USD $3.9 million for the same period for the previous year, representing a 56% increase. 
• Produced more than 250 different products for 36 different brands in 2020. 

Key Investment Highlights 

• Innovative: Adaptable manufacturing facility and expertise in clean-label, plant-based formulation that enables them to quickly launch on-trend products with the flexibility for small run sizes. 
• On-Trend: The Fresh Factory’s platform sits at the center of the fastest-growing sectors in the food industry, and they currently operate in significant markets, including Quick Service Restaurant (QSR) and retailers and are scaling into Direct-to-Consumer (DTC).  
• Experienced: Led by an experienced team of entrepreneurs with deep knowledge and experience in the food and beverage industry. 
• Proven: Solid year-over-year revenue growth with strong gross margins.  
• Diversified: Broad exposure to the plant-based, clean-label food market with multiple ways to win, including equity brands and partner brands. 

Brand Portfolio 

• Equity Brands (100% owned by The Fresh Factory)  
  • Field + Farmer – plant-based dips and dressings made with farm-fresh ingredients. 
  • Element Pressed – cold-pressed juices built for vitality, glow, immunity, and defense. 
• Partner Brands 
  • Dozens of leading food and beverage brands across traditional retail and direct-to-consumer channels. 

Vertically Integrated Platform  

• Innovation: The Fresh Factory launches a variety of innovative products each year, performing full-production trial runs to ensure the product quality is the same for large runs as it was in the kitchen.  
• Real Food: The Fresh Factory handles actual produce items and turns them into delicious plant-based foods such as fresh pressed cold-pressed juice, beet hummus and carrot miso salad dressing. 
• Manufacturing: Wholly owned co-manufacturing facility is SQF Level III certified and a leader in food safety. The facility was built to be flexible and to accommodate smaller minimum runs. 
• Fulfillment: Assembly, pick-pack-ship, and storage services for refrigerated and dry products. In-house logistics teams that coordinate deliveries, often arranging shared trucks to reduce distribution costs. 
• Finance: Collaboration with emerging brands, often extending working capital terms or helping to obtain vendor financing on an as-needed basis. 
• Sales and Marketing: In-house sales and marketing teams to help manage brand rollout. 

Take a virtual tour of The Fresh Factory’s manufacturing facility in Carol Stream, Illinois: https://vimeo.com/282782045/bb24a9151b. 

Environmentally and Socially Focused 

• Elected to implement a number of social and environmental policies, including composting 100% of its produce waste and donating any extra produce or products.  
• Donates 1% of sales from the Field + Farmer brand and sources produce seconds when available (more than 1.2M pounds in 2020).  
• Its Field + Farmer brand buys locally whenever possible, with more than 40% of its ingredients coming from local farms (defined as within 500 miles of its facility).  
• As of year-end 2020, employs a diverse team with 42% identifying as women and 60% identifying as persons of color.  
• Increased its average hourly wage by more than 10% each of the last two years. 

Management Team, Board and Advisors  

• Nate Laurell, Co-Founder and CEO: Entrepreneur with more than 20 years of experience, having founded and sold companies in the finance, energy, and food industries.  
• Bill Besenhofer, Co-Founder and COO: More than 18 years in operations and a lean six-sigma black belt, with deep experience in management and leading successful operations teams, including at Cardinal Health and Great Point Ventures. 
• Jeremy Schupp, CFO: More than 20 years of experience in the food, agriculture, and energy sectors, working for both start-ups and some of the world’s largest companies, including Cargill and Nestle. 
• Jeff Cantalupo, Director: Founder and Managing Partner of Listen.co. with deep experience in the health and wellness movement, having led Listen’s seed investments in Calm and Factor, after beginning his career helping large brands innovate at Leo Burnett.  
• Lindsay Levin, Director: Seasoned CPG marketer, having served as Chief Marketing Officer at RXBAR (acquired by Kellogg’s) and Chief Marketing and Sales Officer at Fluresh, and having also worked at PepsiCo, Stanford University, and Navigant Consulting.  
• Besar Xhelili, Director: Deep experience in capital markets and law, currently serving as Director, Dunfield Capital Corp., a capital markets advisory company, and Co-Founder of Zoglo’s Incredible Food Corp.  
• Kimbal Musk, Investor and Advisor: Founder of The Kitchen Community and Square Roots, board member at Tesla and SpaceX, and a respected real-food advocate. 

Engagement with irlabs 

The Fresh Factory is also pleased to announce that it entered into an engagement with IR Labs Inc. (“irlabs”) on October 25, 2021, to provide the Company with investor relations services, particularly with respect to developing and managing a comprehensive investor relations and corporate communications program, as well as supporting corporate governance activities. 

irlabs has been retained on a month-to-month basis at a monthly fee of CAD $15,000 plus reasonable out-of-pocket expenses for its services. Either party may terminate the agreement at any time by providing the other party with 30 days prior written notice.  

Information for Shareholders  

In connection with the CSE listing, the Company also announces the grant of 2,790,000 incentive stock options (the “Options”) to certain directors and officers of the Company in accordance with the Company’s stock option plan (the “Option Plan”). The Options have an exercise price of USD $1.00 per share and are exercisable in tranches over a period of three years unless terminated pursuant to the terms of the Option Plan.  

Upon completion of the Merger, the Company’s share capital will consist of two classes of issued and outstanding shares: Subordinate Voting Shares and Proportionate Voting Shares. Generally, the Subordinate Voting Shares and Proportionate Voting Shares have the same rights, are equal in all respects, and are treated by the Company as if they were shares of one class only, with an exception that each Proportionate Voting Share carries 100 votes per share (compared to one vote per Subordinate Voting Share) and is entitled to dividends and liquidation distributions in an amount equal to 100 times the amount distributed in respect of each Subordinate Voting Share.  

Upon completion of the Merger, the Company’s issued and outstanding share capital is as follows: 

Upon Completion of the Merger, the following shareholders each hold 10% or more of the voting rights attached to any class of voting securities of the issuer: 

(1.) The Subordinate Voting Shares and Proportionate Voting Shares are registered to Nathan G. Laurell Revocable Trust, a trust controlled by Nathan Laurell.
(2.) The Subordinate Voting Shares and Proportionate Voting Shares are registered to Listen Ventures II, LP, a limited partnership managed by Listen Ventures II, GP, and controlled by Jeff Cantalupo.

The Company’s transfer agent, Olympia Trust Company (“Olympia“), will be delivering statements pursuant to the Direct Registration System (a “DRS Advice“) to all former holders of shares of The Fresh Factory, PBC, and to all former holders of subscription receipts of the Company evidencing the Subordinate Voting Shares and/or Proportionate Voting Shares received in connection with the completion of Merger. Shareholders of the Company wishing to receive a physical share certificate should contact Olympia at (587) 774-2340 or cssinquiries@olympiatrust.com for information on how to obtain physical share certificates in place of a DRS Advice. The CUSIP and ISIN number for the Subordinate Voting Shares is 35805H105 (CA35805H1055).  

For further information about the Company, its business, the Merger, and its CSE listing, please refer to the non-offering long-form prospectus of the Company dated November 10, 2021, (the “Prospectus”), that was filed with the securities regulatory authorities in the province of British Columbia. A copy of the Prospectus and Form 2A CSE listing statement (the “Listing Statement”) are available under the Company’s issuer profile on SEDAR at www.sedar.com. 

Early Warning  

In connection with the Merger, Mr. Laurell (through Nathan G. Laurell Revocable Trust) acquired 56 Subordinate Voting Shares, representing less than 1% of the issued and outstanding Subordinate Voting Shares, 102,010 Proportionate Voting Shares, representing approximately 28% of the issued and outstanding Proportionate Voting Shares, and 600,000 Options. Prior to the completion of the Merger, Mr. Laurell did not own, nor did he exercise control or direction over, any voting or equity securities of the Company. As at the date hereof, the 56 Subordinate Voting Shares, 102,010 Proportionate Voting Shares and 600,000 Options held by Mr. Laurell represent approximately 21.5% of the voting rights of the Company on a non-diluted basis and approximately 22.5% of the voting rights of the Company on a partially-diluted basis. If only Mr. Laurell were to convert his Proportionate Voting Shares into Subordinate Voting Shares, Mr. Laurell would own, or exercise control or direction over, 10,201,056 Subordinate Voting Shares, representing approximately 48.3% of the issued and outstanding Subordinate Voting Shares. The securities of the Company were acquired for investment purposes only. Depending on market and other conditions, or as future circumstances may dictate, Mr. Laurell may from time to time, and subject to any restrictions on transfer imposed on his securities of the Company, increase or decrease his holdings of Subordinate Voting Shares or other securities of the Company.  

In connection with the Merger, Mr. Cantalupo (through Listen Ventures II, LP) acquired 100,079 Subordinate Voting Shares, representing less than 1% of the issued and outstanding Subordinate Voting Shares, and 38,718 Proportionate Voting Shares, representing approximately 10.6% of the issued and outstanding Proportionate Voting Shares. Prior to the completion of the Merger, Mr. Cantalupo did not own, nor did he exercise control or direction over, any voting or equity securities of the Company. As at the date hereof, the 100,079 Subordinate Voting Shares and 38,718 Proportionate Voting Shares held by Mr. Cantalupo represent approximately 8.4% of the voting rights of the Company on a non-diluted basis. If only Mr. Cantalupo were to convert his Proportionate Voting Shares into Subordinate Voting Shares, Mr. Cantalupo would own, or exercise control or direction over, 3,971,879 Subordinate Voting Shares, representing approximately 26.8% of the issued and outstanding Subordinate Voting Shares. The securities of the Company were acquired for investment purposes only. Depending on market and other conditions, or as future circumstances may dictate, Mr. Cantalupo may from time to time, and subject to any restrictions on transfer imposed on his securities of the Company, increase or decrease his holdings of Subordinate Voting Shares or other securities of the Company.  

Lastly, in connection with the Merger,  Great Point Ventures Innovation Holdings FarmedHere, LLC (“GPV”)  acquired 42,328 Proportionate Voting Shares of the Company, representing approximately 11.6% of the issued and outstanding Proportionate Voting Shares and 82 Subordinate Voting Shares representing approximately less than 1% of the issued and outstanding Subordinate Voting Shares. Prior to the completion of the Merger, GPV did not own, or exercise control or direction over, any voting or equity securities of the Company. As at the date hereof, the 82 Subordinate Voting Shares and 42,328 Proportionate Voting Shares held by GPV represent approximately 8.9% of the voting rights of the Company on a non-diluted basis. If only GPV were to convert its Proportionate Voting Shares into Subordinate Voting Shares, GPV would own, or exercise control or direction over, 4,232,882 Subordinate Voting Shares, representing approximately 27.9% of the issued and outstanding Subordinate Voting Shares. The securities of the Company were acquired for investment purposes only. Depending on market and other conditions, or as future circumstances may dictate, GPV may from time to time, and subject to any restrictions on transfer imposed on his securities of the Company, increase or decrease its holdings of Subordinate Voting Shares or other securities of the Company. 

This portion of this news release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators, which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of the early warning report of each of Mr. Laurell, Mr. Cantalupo, and GPV will be available on the Company’s issuer profile on SEDAR at www.sedar.com. Mr. Laurell can be contacted at 238 Tubeway Dr, Carol Stream, IL 60188, United States. Listen Ventures II, LP, can be contacted at 406 N Sangamon St #201, Chicago, IL 60642. GPV can be contacted at 499 Jackson St., Suite 500, San Francisco, CA 94111. 

About The Fresh Factory B.C. Ltd. 

The Fresh Factory is a vertically integrated company focused on accelerating the growth of the plant-based and clean-label food and beverage brands of tomorrow. The Fresh Factory owns or partners with emerging brands in the plant-based, clean-label food and beverage space to develop, formulate, manufacture, distribute, and sell products made from fresh produce and recognizable ingredients. The Company operates from its centrally located manufacturing facility in Carol Stream, Illinois, servicing customers across the United States with plant-based, clean-label food from the farm to the shelf. As a B Corporation, The Fresh Factory is environmentally and socially focused and driven to leave a lighter, greener mark on the environment while making a strong, positive impact on their communities and the food system as a whole. Learn more about The Fresh Factory at www.thefreshfactory.co. 

To receive news and updates about The Fresh Factory, visit our website www.thefreshfactory.co. 

Contact 

Nate Laurell
Co-founder and CEO
1-877-495-1638
info@thefreshfactory.co

Alyssa Barry
Media and Investor Relations
1-877-495-1638
healthyinvestors@thefreshfactory.co  

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 Company expects or anticipates will, or may, occur in the future, including information regarding: (i) expectations with respect to the size of the plant-based and clean-label food and beverage industry; (ii) the Company’s ability to successfully execute its business objectives; (iii) plans for expansion; and (iv) expectations for other economic, business and/or competitive factors. 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.  

Investors are cautioned that forward‐looking information is not based on historical facts but instead reflect the Company’s management’s expectations, estimates or projections concerning the Company, future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward‐looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward‐looking information are the following: the failure to satisfy the conditions to completion of the CSE listing and other risks detailed from time to time in the filings made by the Company under securities regulations, the potential impact of the announcement of the going public transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; and in particular in the ability of the Company to raise debt and equity capital in the amounts and at the costs that it expects; the Company’s production capacity and supply chain; the price of raw ingredients and materials; expectations regarding trends in the plant-based food industry; expectations with respect to the future growth of its food ingredient products; adverse changes in applicable laws; or adverse changes in the application or enforcement of current laws, including those related to taxation; the inability to locate and acquire suitable companies, properties and assets necessary to execute on the Company’s business plans; and increasing costs of compliance with extensive government regulation. This forward‐looking information may be affected by risks and uncertainties in the business of the Company and market conditions.   

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 Company to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. As a result, the Company cannot guarantee that the CSE listing will be completed on the terms and within the time disclosed herein or at all. 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. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward‐looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others 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 Prospectus and Listing Statement available on SEDAR at www.sedar.com. The Company does not intend, and does not assume any obligation, to update this forward‐looking information except as otherwise required by applicable law.  

No securities regulatory authority has in any way passed upon the merits of the proposed transactions described in this news release or has approved or disapproved of the contents of this news release. 

Chicago, Illinois, April 16, 2021 — The Fresh Factory, a leading platform for plant-based and clean-label brands, is excited to announce their acquisition of Phyter Food and expansion into the quickly growing refrigerated-bar category. 

The Fresh Factory, located in Carol Stream, Illinois, creates, manufactures for, and partners with emerging food and beverage brands. Their focus is plant-based food made with fresh produce and recognizable ingredients, and they’ve built a vertically integrated platform to accelerate the growth of new brands in the space. Phyter Food, with its focus on healthy snacks with fresh ingredients, fits perfectly within their brand ethos. 

Founded in 2016 by Gloria Athanis, Chef David Choi Jr, and Jeff Adeszko, Phyter Food creates produce-forward, dessert-like refrigerated bars in a facility just ten minutes from the Fresh Factory. With the acquisition, Phyter Food will join a larger company with more resources, and the Fresh Factory will increase its manufacturing capabilities and expand into the bar category. 

“We are really excited about teaming up with Phyter,” Bill Besenhofer, President and COO of the Fresh Factory, commented. “Phyter will give us the ability to reach more customers in a food category that we have been looking to get into. This acquisition will help us to continue our expansion into all corners of the plant-based food space.” 

“We are very excited to be joining the Fresh Factory family,” said Chef David Choi Jr, co-founder and creator of Phyter Food. “This will only help further our mission to create delicious plant-based snacks that support a healthy lifestyle. We are confident that the Fresh Factory aligns perfectly with our founding principles. We look forward to continuing Phyter’s growth and development as part of this innovative company.”

The deal is expected to close in July 2021.

For more information please contact press@thefreshfactory.co