Freshii Inc. Files Final Prospectus and Announces

TORONTO, Jan. 25, 2017 (GLOBE NEWSWIRE) -- Freshii Inc. (“Freshii”) today announced that it has obtained a receipt for its final prospectus filed with the securities regulatory authorities in each of the provinces and territories of Canada in connection with the 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 “Offering Price”) for total gross proceeds of $125,350,000, with Freshii and the Selling Shareholders receiving gross proceeds of $50,140,000 and $75,210,000, respectively.  A copy of the final prospectus in respect of the Offering is available on SEDAR at www.sedar.com .

Pursuant to the Offering, 4,360,000 Class A subordinate voting shares will be issued by Freshii from treasury (the “Treasury Offering”) and 6,540,000 Class A subordinate voting shares will be sold pursuant to a secondary offering (the “Secondary Offering”) by certain shareholders (the “Selling Shareholders”), including Jaxii Holdings LLC, a limited liability company controlled by Mr. Matthew Corrin, Freshii’s Founder, Chairman and Chief Executive Officer.  Freshii will not receive any proceeds from the Secondary Offering. 

The Offering is being managed by a syndicate of underwriters co-led by CIBC Capital Markets, Jefferies Securities, Inc., RBC Capital Markets and Robert W. Baird & Co. Incorporated.

Freshii and the Selling Shareholders (other than Jaxii Holdings LLC) have granted the underwriters an over-allotment option (the “Over-Allotment Option”), exercisable in whole or in part for a period of 30 days following the closing of the Offering, to purchase up to an additional 1,635,000 Class A subordinate voting shares at the Offering Price of $11.50 per share for additional gross proceeds of approximately $7,521,000 to Freshii and an aggregate of $11,281,500 to the Selling Shareholders (other than Jaxii Holdings LLC), respectively, if the Over-Allotment Option is exercised in full.

The closing of the Offering is expected to occur on or about January 31, 2017 (the “Closing Date”) and is subject to customary closing conditions, including the receipt of all necessary regulatory approvals.  Freshii has received conditional listing approval of the Toronto Stock Exchange (the “TSX”) for the listing of the Class A subordinate voting shares being issued and sold pursuant to the Offering.  Listing remains subject to Freshii fulfilling customary TSX requirements.  The Class A subordinate voting shares are expected to commence trading on the TSX under the symbol “FRII” on the Closing Date.

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.

About Freshii 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.

Forward-Looking Statements

Certain statements contained in this press release contain “forward-looking information” (“forward-looking statements”) within the meaning of Canadian securities laws, including statements regarding the anticipated Closing Date.  These forward-looking statements represent Freshii's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved.  These forward-looking statements are subject to risks, uncertainties and other factors, including conditions to closing this Offering, many of which are outside of Freshii’s control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.

Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Freshii does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.  New factors emerge from time to time, and it is not possible for Freshii to predict all such factors.  When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Freshii’s final prospectus filed with the applicable Canadian securities regulatory authorities in connection with the Offering.  The risk factors and other factors noted in Freshii’s final prospectus could cause actual events or Freshii’s actual results to differ materially from those contained in any forward-looking statement.

For further information contact: Nikki Nardick nikki@energizeworldpr.com 847.910.3008 Ed Yuen ir@freshii.com 1.866.337.4265