NOT FOR DISTRIBUTION IN THE UNITED STATES
TORONTO, February 8, 2017 — Freshii Inc. (“Freshii”) (TSX:FRII) today announced that, further to its recently completed initial public offering and secondary offering (together, the “Offering”) of an aggregate of 10,900,000 Class A subordinate voting shares of Freshii at a price of $11.50 per Class A subordinate voting share, the over-allotment option granted to the underwriters to purchase up to an additional 1,635,000 Class A subordinate voting shares was exercised in full, generating additional gross proceeds to Freshii and certain selling shareholders of $7,521,000 and $11,281,500, respectively.
The Class A subordinate voting shares are listed on the Toronto Stock Exchange under the symbol “FRII”.
Following the closing of the over-allotment option, there are 25,233,152 Class A subordinate voting shares issued and outstanding, as well as 5,248,017 Class B multiple voting shares which are convertible into Class A subordinate voting shares on a one-for-one basis. The Class A subordinate voting shares carry one vote per share. The Class B multiple voting shares, all of which are held by Jaxii Holdings LLC, a limited liability company controlled by Matthew Corrin, Freshii’s founder, Chairman and Chief Executive Officer, carry 10 votes per share.
The Offering was managed by a syndicate of underwriters co-led by CIBC Capital Markets, Jefferies Securities, Inc., RBC Capital Markets and Robert W. Baird & Co. Incorporated and including Cowen and Company, LLC, Canaccord Genuity Corp., Cormark Securities Inc. and National Bank Financial Inc.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The Class A subordinate voting shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws. Accordingly, the Class A subordinate voting shares may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Freshii in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Freshii is a fast-growing restaurant brand serving a healthy and customizable menu built around high-quality ingredients. Freshii's core mission is to help people all over the world live healthier and better lives by making healthy food convenient and affordable. Freshii offers a delicious and diverse menu, including salads, bowls, burritos, wraps, soups, juices, smoothies and frozen yogurt, that energizes people on-the-go. Since opening its first store in 2005, Freshii has grown to 244 stores located across 15 countries and in more than 30 states and provinces in North America as of September 25, 2016.
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