Mr. Bill Besenhofer reports

THE FRESH FACTORY ANNOUNCES CLOSING OF FIRST TRANCHE OF PRIVATE PLACEMENT

The Fresh Factory B.C. Ltd. has completed the first tranche of its previously announced non-brokered private placement pursuant to which the company issued an aggregate of: (i) 41,666 subordinate voting shares in the capital of the company at a price of 60 U.S. cents (approximately 80 cents) per subordinate voting share; and (ii) 5,832 proportionate voting shares in the capital of the company at a price of $60.00 (U.S.) (approximately $80.00) per proportionate voting share, for total gross proceeds of $374,919.60 (U.S.) (approximately $498,643). The company has received firm commitments for additional subscriptions totalling approximately $1,625,080 (U.S.) (approximately $$2,161,357) and anticipates closing on such amounts, together with any additional funds of up to a maximum aggregate amount of $3-million (U.S.) (approximately $4-million) of securities in a subsequent tranche of the offering in March, 2023.

Bill Besenhofer, chief executive officer and co-founder of The Fresh Factory, commented: "With the successful closing of this initial tranche of our non-brokered private placement, we are thrilled to have the additional capital to fuel the rapid growth of our business. We plan to use the proceeds to bolster our working capital position and upgrade our existing facility to support our expansion plans. We are confident that these strategic investments will position the company for long-term success as we accelerate our growth plans to meet consumer demand for fresh, clean-label products."

The proceeds from the offering are intended to be used to finance the growth and development of its business, including upgrades to its existing facility, and for general corporate and working capital purposes.

Each proportionate voting share issued pursuant to the offering has a restricted right to convert into 100 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 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 Canadian Securities Exchange under the symbol FRSH. The proportionate voting shares are not listed or posted for trading on any stock exchange.

Nathan Laurell and Lindsay Levin, each a director of the company, acquired 3,333 proportionate voting shares and 833 proportionate voting shares pursuant to the offering, respectively. Participation by each of Mr. Laurell and Ms. Levin in the offering was considered a related party transaction pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the participation of Mr. Laurell and Ms. Levin in the offering in reliance of sections 5.5(b) and 5.7(1)(b) of MI 61-101. A material change report will be filed in connection with the participation of Mr. Laurell and Ms. Levin in the offering less than 21 days in advance of the closing of the offering, 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 the fresh, clean-label, plant-based 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 United States. As a public benefits corporation, The Fresh Factory is ESG (environmental, social, governance) 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.

We seek Safe Harbor.