Mr. Bill Besenhofer reports

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

The Fresh Factory B.C. Ltd. intends to complete a non-brokered private placement of up to 26,087 proportionate voting shares in the capital of the company at a price of $115 (U.S.) (approximately $158.48 (Canadian)) per proportionate voting share for total gross proceeds of up to approximately $3-million (U.S.) (approximately $4.13-million (Canadian)).

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 is expected to occur in one or multiple tranches, with the first tranche expected to close on or about Dec. 19, 2025, and is subject to the satisfaction of certain conditions, including receipt of all applicable regulatory approvals, including the approval of the TSX Venture Exchange.

Each proportionate voting share to be 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, 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.

About The Fresh Factory B.C. Ltd.

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. 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, Fresh Factory is environmental, social and 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.