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