Freshii Shareholders Approve Arrangement with Foodtastic

Freshii Inc. (TSX: FRII) (“

Freshii

” or the “

Company

”) is pleased to announce that at a special meeting of the shareholders of Freshii (“

Shareholders

”) held virtually earlier today, holders of Class A subordinate voting shares and Class B multiple voting shares in the capital of Freshii (“

Shares

”) voted overwhelmingly in favour of the special resolution (the “

Arrangement Resolution

”) approving the previously announced plan of arrangement under the Business Corporations Act (Ontario) pursuant to which Foodtastic will acquire all of the issued and outstanding Shares at a price of $2.30 in cash per Share (the “

Transaction

”).

In order to be passed, the Arrangement Resolution required (a) the affirmative vote of at least 66 2/3% of the votes cast at the special meeting in person (virtually) or represented by proxy by all Shareholders and (b) a simple majority of the votes cast on the Arrangement Resolution by holders of Class A subordinate voting shares and Class B multiple voting shares (voting separately as a class) present in person (virtually) or represented by proxy, excluding the votes cast by Shareholders that were required to be excluded pursuant to applicable securities law for purposes of the arrangement. Detailed voting results of the Arrangement Resolution are as follows:

	Votes For	%	Votes Against	%
All votes cast	66,109,120	99.956%	29,279	0.044%
Votes cast by holders of Class A subordinate voting shares	13,628,950	99.786%	29,279	0.214%
Votes cast by holders of Class A subordinate voting shares, excluding the votes cast by Shareholders that are required to be excluded pursuant to applicable securities law	13,279,302	99.780%	29,279	0.220%
Votes cast by holders of Class B multiple voting shares	52,480,170	100.00%	0	0.000%

The formal report on voting results with respect to all matters voted upon at the Meeting will be filed under the Company’s profile on SEDAR at www.sedar.com.

Subject to receipt of the final order of the Ontario Superior Court of Justice (Commercial List), which is anticipated to be received on or about February 14, 2023, the Transaction is expected to close on or before February 28, 2023.

About Freshii

Since 2005, Freshii has established a healthy food focused franchised restaurant concept which currently operates 343 locations in North America and internationally. All but one of Freshii’s stores are franchised. In recent years, the Company has further expanded their omni-channel footprint in the adjacent health and wellness business lines, including in consumer-packaged goods, nutritional supplements, and ecommerce retail, following the acquisition of a majority interest in a leading Canadian online health and wellness product retailer, Natura Market. Freshii’s consumer-packaged goods retail partners include, among others, Walmart Canada, Shell Gas and Convenience Stations, ONroute, and Air Canada. Further information is available at www.freshii.com.

About Foodtastic

Foodtastic is a leading franchisor of restaurant brands in Canada. Including the recently announced acquisitions of Quesada and Freshii, Foodtastic’s Canadian system exceeds 1,200 restaurants and $950 million in sales. Foodtastic is rapidly growing internationally, with over 150 restaurants outside of Canada.

Foodtastic’s brands include Second Cup, Pita Pit, Milestones, Fionn MacCool’s, Shoeless Joe’s, Au Coq, La Belle et La Boeuf, and Monza.

Forward Looking Information

Certain statements included in this press release may constitute “forward-looking statements” within the meaning of applicable Canadian securities legislation. More particularly and without limitation, this press release contains forward-looking statements and information regarding whether the arrangement will be completed, and the anticipated timing of the final order hearing and of the completion of the arrangement. Use of words such as “will,” “expect,” or other words of similar effect may indicate “forward-looking statements.” Except as may be required by Canadian securities laws, Freshii does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements, by their very nature, are subject to numerous risks and uncertainties and are based on several assumptions which give rise to the possibility that actual results could differ materially from Freshii’s expectations expressed in or implied by such forward-looking statements and that the objectives, plans, strategic priorities and business outlook may not be achieved. As a result, Freshii cannot guarantee that any forward-looking statements will materialize, or if any of them do, what benefits Freshii will derive from them.

In respect of forward-looking statements and information concerning the anticipated benefits and timing of the completion of the proposed transaction, Freshii has provided such statements and information in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary court approvals; the ability of the parties to satisfy, in a timely manner, the other conditions for the completion of the arrangement, and other expectations and assumptions concerning the proposed transaction. The anticipated dates indicated may change for a number of reasons, including the necessary court approvals. Although Freshii believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct, that the proposed transaction will be completed or that it will be completed on the terms and conditions contemplated in this press release. Accordingly, investors and others are cautioned that undue reliance should not be placed on any forward-looking statements.

Risks and uncertainties inherent in the nature of the proposed transaction include, without limitation, the failure of the parties to obtain the necessary court approvals or to otherwise satisfy the conditions for the completion of the arrangement; failure of the parties to obtain such approvals or satisfy such conditions in a timely manner; Foodtastic’s ability to draw down the financing as contemplated by its credit agreement; significant transaction costs or unknown liabilities; the failure to realize the expected benefits of the arrangement; and general economic conditions. Failure to obtain the necessary court approvals, or the failure of the parties to otherwise satisfy the conditions for the completion of the arrangement or to complete the arrangement could mean that the arrangement may not be completed on the proposed terms, on the anticipated timelines or at all. In addition, if the arrangement is not completed, and Freshii continues as an independent entity, there are risks that the announcement of the arrangement and the dedication of substantial resources by Freshii to the completion of the arrangement could have an impact on its business and strategic relationships, including with future and prospective employees, customers, suppliers and franchisees and other business partners, operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Consequently, Freshii cautions readers not to place undue reliance on the forward-looking statements and information contained in this press release. Freshii does not intend, and disclaims any obligation, except as required by law, to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Contact

Investor Relations

[e-mail]

1.866.337.4265