Exchange Bulletin

Freshii Inc. (FRII) To Trade On Toronto Stock Exchange


January 27, 2017
Issuer: Freshii Inc. (the "Company")
Security: Class A Subordinate Voting Shares (the "Shares")
Symbol(s): FRII
Issue price per security: $11.50
Number of securities issued and outstanding: 24,579,152
Number of securities reserved for issuance: 8,359,932
Listing category: Industrial
CUSIP: 35805P 10 7
Trading currency: CDN$
Transaction: Initial public offering (the "Offering")
Listing date: January 30, 2017 (as at 5:01 pm) in anticipation of closing of the Offering.
Anticipated closing date: January 31, 2017 (prior to the opening)
Posted for trading date: January 31, 2017 (at the opening) subject to confirmation of closing of the Offering.
Other market(s): None
Temporary market maker: JitneyTrade Inc.
Security ownership registration: Non-certificated inventory
Investor relations: Craig De Pratto
(416) 458-1635
Email: craig@freshii.com
Incorporation: Business Corporations Act (Ontario)
Fiscal year end: The fiscal financial year of the Company shall be the 52 or 53 week period ending the Sunday closest to December 31 in each year.
Nature of business: The Company is a fast-growing restaurant brand serving a healthy and customizable menu built around high-quality ingredients.
Transfer agent and registrar: TSX Trust Company at its principal office in Toronto
Dividends: The Company intends to retain any future earnings for use in the operation and expansion of their business and do not anticipate paying dividends on the Shares in the foreseeable future.
Conversion: The unlisted Class B multiple voting shares are convertible into Shares of the Company on a one-for-one basis.
Sponsorship: Not applicable
Disclosure document: Prospectus dated January 25, 2017 which is available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the Disclosure document.
Initial public offering: Pursuant to the terms the Prospectus, CIBC World Markets Inc., Jefferies Securities, Inc., RBC Dominion Securities Inc., Robert W. Baird & Co. Incorporated, Cowen and Company, LLC, Canaccord Genuity Corp., Cormark Securities Inc. and National Bank Financial Inc. are offering to the public 10,900,000 Shares of which (i) 4,360,000 Shares are being sold by the Company from treasury and (ii) 6,540,000 Shares are being sold through a secondary offering by Jaxii Holdings, DDM Alternative Investments, LLC, Perlaine Holdings LLC, Klass.com Subsidiary LLC, Gordon Investment Partners, Andica Family Trust, and Jeffrey Burchell (collectively, the "Selling Shareholders") at a price of $11.50 per Share (the "Offering Price"). In addition, the Company and each of the Selling Shareholders (other than Jaxii Holdings), on pro rata basis, have granted the underwriters' an over-allotment option to purchase from the Company and the Selling Shareholders up to 1,635,000 Shares at the Offering Price. The Company will not receive any proceeds from the Secondary Offering
TSX contact: Julie K. Shin,
Director, Listed Issuer Services,
Toronto Stock Exchange.

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