The Fresh Factory B.C. Ltd. C.FRSH

The Fresh Factory - Full Summary - Soon to Trade

[ndiamond]

The Fresh Factory Expected to Commence Trading on the CSE Under the Symbol “FRSH”

November 11, 2021

 

• 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 theenvironmental and social healthof 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: 

Subordinate Voting Shares issued and outstanding	10,928,711
Proportionate Voting Shares issued and outstanding	364,195
Stock Options issued and outstanding	2,790,000
Finder’s and Performance Warrants issued and outstanding	2,118,580

 

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: 

Name of Shareholder	Proportionate Voting Shares	% of class	Subordinate Voting Shares	% of class	Stock Options	% of class
Nathan Laurell(1)	102,010	28.0%	56	<1%	600,000	22.7%
Jeff Cantalupo(2)	38,718	10.6%	100,079	<1%	nil	nil
Great Point Ventures Innovation Holdings FarmedHere, LLC	42,328	11.6%	82	<1%	nil	nil

(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 [phone] or [e-mail] 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
[e-mail]

Alyssa Barry
Media and Investor Relations
1-877-495-1638
[e-mail]