Matthew Corrin Acquires Class B Multiple Voting Shares Of Freshii Inc. in Connection with Reorganization to Facilitate Initial Public Offering

NOT FOR DISTRIBUTION IN THE UNITED STATES

TORONTO, Feb. 2, 2017 /CNW/ -- As required by applicable securities laws, Matthew Corrin announced today that, pursuant to a reorganization transaction completed to facilitate the establishment of the "dual class" share structure required to effect the initial public offering (the "Offering") of Class A subordinate voting shares of Freshii Inc. ("Freshii" or the "Company") (TSX:FRII), he became the beneficial owner of class B multiple voting shares of the Company (the "Class B Shares") upon exchange of his prior holdings in the Company (excluding the shares sold by Jaxii Holdings LLC, a limited liability company controlled by Mr. Corrin, pursuant to the Offering).

Matthew Corrin indirectly owns 5,248,017 Class B Shares (representing 100% of the issued and outstanding Class B Shares). Pursuant to the terms of the Class B Shares, they are each convertible into Class A subordinate voting shares of the Company (the "Class A Shares"), on a one-for-one basis, and will convert automatically upon the occurrence of certain events. Upon completion of the Offering, the Class B Shares beneficially owned by Matthew Corrin represented approximately 17.6% of the total issued and outstanding shares of the Company (the "Shares") and approximately 61.8% of the votes attached to the Shares.  In addition to the Class B Shares, Matthew Corrin holds options to acquire 756,361 Class A multiple voting shares (the "Options") and 500,000 restricted share units of the Issuer (the "RSUs").  On a fully-diluted basis following Freshii's initial public offering of Class A Shares (assuming the Options held by Matthew Corrin are exercised and the RSUs held by Matthew Corrin are vested and settled through market purchases and all other convertible securities remain outstanding), Matthew Corrin will, directly or indirectly, own approximately 21.8% of the outstanding shares of the Company before giving effect to the exercise of the underwriters' over-allotment option, if any.

The Class B Shares were acquired by Matthew Corrin for purposes of exchanging his pre-Offering holdings into Class B Shares. Subject to applicable law and other agreements to which Matthew Corrin is a party, he may purchase or sell securities of the Company from time to time. The Class A Shares are currently listed for trading on the Toronto Stock Exchange, while the Class B Shares are not listed on a marketplace.

This news release is being disseminated as required by National Instrument 62-103 - The Early Warning System and Related Take-Over Bids and Insider Reporting Issues in connection with the anticipated filing of an early warning report (the "Early Warning Report"). A copy of the Early Warning Report will be available on SEDAR under the Company's issuer profile at www.sedar.com and can be obtained by contacting the contact set out below.

SOURCE Matthew Corrin

To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/February2017/02/c3179.html

For further information: Mr. Matthew Corrin, 1055 Yonge Street, Unit Toronto, ON, M2M 2L2, 1.866.337.4265

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