INITIAL PUBLIC OFFERINGs21.q4cdn.com/658797549/.../sedar_filings/...PowerPoint-Presentation.pdf · INITIAL PUBLIC OFFERING January 2017 ... our reliance on historical increases in

INITIAL

PUBLIC OFFERING

January 2017

A preliminary prospectus and an amended and restated preliminary prospectus containing important information relating to the securities described in this investor presentation (the “Presentation”) has been filed with the securities regulatory authorities in each of the provinces and territories of Canada. A copy of the amended and restated preliminary prospectus, and any amendment, is required to be delivered with this Presentation. The amended and restated preliminary prospectus is still subject to completion. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued. This Presentation does not provide full disclosure of all material facts relating to the securities offered. Investors should read the amended and restated preliminary prospectus, the final prospectus and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

DISCLAIMERS

1

General Prospective investors should rely only on the information contained in the amended and restated preliminary prospectus dated January 9, 2017 (the “amended and restated prospectus”). This Presentation is qualified in its entirety by reference to, and must be read in conjunction with, the information contained in the amended and restated prospectus. A prospective investor is not entitled to rely on parts of the information contained in this Presentation to the exclusion of others. Freshii Inc. (the “Company”, “Freshii”, “us” or “we”), the Selling Shareholders and the Underwriters have not authorized anyone to provide prospective investors with additional or different information. The Company, the Selling Shareholders and the Underwriters are not offering to sell the Class A subordinate voting shares in any jurisdiction where the offer or sale of such securities is not permitted. For prospective purchasers outside Canada, neither we, the Selling Shareholders nor any of the Underwriters has done anything that would permit this offering or possession or distribution of the amended and restated prospectus in any jurisdiction where action for that purpose is required, other than in Canada. Prospective investors are required to inform themselves about, and to observe any restrictions relating to, this offering and the possession or distribution of the amended and restated prospectus. In this Presentation, all amounts are in United States dollars, unless otherwise indicated. Terms used but not otherwise defined in this Presentation have the meanings ascribed to them in the amended and restated prospectus. Any graphs, tables or other information in this Presentation demonstrating the historical performance of Freshii or any other entity contained in this Presentation are intended only to illustrate past performance of such entities and are not necessarily indicative of future performance of Freshii or such entities. All capitalized terms used but not defined in this Presentation shall have the meaning ascribed to them in the amended and restated prospectus. Forward-Looking Information This Presentation contains “forward-looking information” for purposes of applicable securities laws (“forward-looking statements”). Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations or assumptions regarding the future of our business, future plans and strategies, our operational results and other future conditions. Forward-looking statements can be identified by words such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “seek”, “target”, “potential”, “will”, “would”, “could”, “should”, “continue”, “contemplate” and other similar expressions, although not all forward-looking statements contain these identifying words. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Presentation and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate. In addition, our assessment of, and targets for, future system-wide sales, annual revenue, new store openings, same-store-sales growth, average royalty rate, average franchise fees, other income, Adjusted EBITDA, Pro Forma Adjusted EBITDA are considered forward-looking statements. The forward-looking statements and other forward-looking information are based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current trends, current conditions and expected future developments, as well as other factors that we currently believe appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking statements, there can be no assurance that the underlying opinions, estimates, and assumptions will prove to be correct. Certain assumptions in respect of our store unit growth in North America and internationally, our ability to drive same-store sales growth, our ability to continue to innovate product offerings that resonate with our target customer base, our ability to retain key management and personnel, our ability to source products that are key to our menu offerings and expand our distribution capabilities both in North America and internationally, our ability to continue to expand our international presence and grow our brand internationally, our ability to continue to invest in infrastructure to support our growth, our ability to obtain and maintain existing financing on acceptable terms, currency exchange, interest rates, the impact of competition, changes to trends in our industry or global economic factors and changes to laws, rules, regulations and global standards are material factors made in preparing the forward-looking statements and management’s expectations contained in this Presentation.

CONFIDENTIAL

DISCLAIMERS

2

Forward-Looking Information (Cont’d) Management of the Company believes that these risks and uncertainties include, but are not limited to, the following: our failure to successfully implement our growth strategies, which include opening new stores; our failure to identify, recruit and contract with a sufficient number of qualified franchise partners; our franchise partners’ new stores, once opened, may not be profitable initially or at all; our broad expansion into new markets in the U.S., Canada and internationally; the significant dependence of our business and results of operations upon the future performance of existing and new franchise stores, and the variety of additional risks associated with our franchise partners; our failure to manage our growth effectively; our and our franchise partners’ failure to secure desirable store locations; our failure to support our expanding franchise system; our reliance on historical increases in our same-store sales growth or our AUV as an indication of our future results of operations because they may fluctuate significantly and may also vary from store to store; our stated sales-to-investment ratio and average cash-on-cash return may not be indicative of future results of any new franchised store; we may engage in litigation with our franchise partners; changes in food and supply costs; increased labour costs or difficulties in finding suitable employees for our and our franchise partners’ stores; competition could adversely affect us; failure to receive frequent deliveries of higher-quality food ingredients and other supplies meeting our specifications; our limited number of suppliers for our major products and reliance on one custom distribution company for the majority of our distribution programs in North America; changes in customer tastes and preferences, spending patterns and demographic trends; governmental regulation, which could harm our ability to open new stores or increase our and our franchise partners’ operating costs; our failure to obtain and maintain required licenses and permits or to comply with food control regulations could lead to the loss of our food service licenses; the effect of recent changes to U.S. healthcare laws; litigation that could adversely affect us by distracting management, increasing our expenses or subjecting us to material money damages and other remedies; our inability to persuade customers of the benefits of paying our prices for higher-quality food; our dependence on the continued service of key personnel; our marketing and advertising strategies may not be successful; we and our franchise partners may be harmed by data security risks we face in connection with our and our franchise partners’ electronic processing and transmission of confidential customer and employee information; our and our franchise partners’ heavy reliance on information technology; our storage of personally identifiable information of our customers; the inability of our insurance coverage reserves to cover future claims; negative publicity relating to our stores or the Company; our inability to adequately protect our intellectual property rights; significant fluctuations in our quarterly results, which could fall below the expectations of securities analysts and investors due to various factors; instances of food-borne or localized illnesses; the concentration of our North American stores in local or regional areas; our inability to use our net operating loss carryforwards and certain other tax attributes; our inability to generate sufficient cash flow or raise capital on acceptable terms to meet our future needs; our franchise partners could take actions or omit to take certain actions that could harm our business; our limited influence over the operations of our franchise partners and on-going required cooperation; our inability to maintain good relationships with our franchise partners, which could decrease revenues and hinder our ability to expand our presence in certain markets; the number of new franchised Freshii stores that actually open in the future may differ materially from the number of signed commitments from potential, existing and new franchise partners; changes to current franchise laws; fluctuations in exchange rates; the risks associated with doing business internationally; the potential for us to be adversely affected by violations of anti-bribery and anti-kickback laws due to our international franchise operations; disruptions in the international supply chain for our international franchised stores; the impact of negative economic factors, including the availability of credit, on our and our franchise partners’ landlords and surrounding tenants; our failure to comply with the financial covenants, negative covenants and other restrictions in the Credit Facility; changes to estimates related to our property, fixtures and equipment or results of operations that are lower than our current estimates at certain store locations, which may cause us to incur impairment charges on certain long-lived assets; changes to accounting standards; the risks associated with leasing space subject to long-term, non-cancelable leases; fluctuations in our tax obligations and effective tax rate and realization of our deferred tax assets; federal, state, provincial, municipal and local tax rules. our failure to establish and maintain effective internal controls in accordance NI 52-109; our share structure has the effect of concentrating voting control and the ability to influence corporate matters with Matthew Corrin, our founder, Chairman and Chief Executive Officer; an active, liquid and orderly trading market for our Class A subordinate voting shares may not develop; a significant portion of our total outstanding shares may be sold into the public market in the near future; future offerings of debt securities and future offerings of equity securities that may be senior to our Class A subordinate voting shares may adversely affect the market price of our Class A subordinate voting shares; claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims; increased costs and regulatory burden as a result of being a public company; regulatory compliance may divert management’s attention from the day-to-day management of our business; investors in this Offering may never receive a return on their investment; our management will have broad discretion over the use of the proceeds we receive from this Offering and might not use them effectively; our By-laws could limit your ability to obtain a favourable judicial forum for disputes with us; our results of operations and Class A subordinate voting shares price may be volatile, and the market price of our Class A subordinate voting shares after this Offering may drop below the Offering Price; if securities or industry analysts do not publish research or publish unfavourable research about our business, our Class A subordinate voting share price and trading volume could decline; additional financing may not be available to us; and the forward looking statements contained in this Presentation may prove to be incorrect. These factors should not be construed as exhaustive and should be read with the other cautionary statements in the amended and restated prospectus. There is currently no market through which Class A subordinate voting shares may be sold and, if a market for the Class A subordinate voting shares does not develop or is not sustained, purchasers may not be able to resell Class A subordinate voting shares purchased pursuant to the Offering. This may affect the pricing of the Class A subordinate voting shares in the secondary market, the transparency and availability of trading prices, the liquidity of Class A subordinate voting shares and the extent of issuer regulation. An investment in Class A subordinate voting shares is subject to a number of risks that should he considered by a prospective purchaser. Prospective purchasers should carefully consider the risk factors described above and those under "Risk Factors" in the amended and restated prospectus before purchasing Class A subordinate voting shares. All of the forward-looking information contained in this Presentation is expressly qualified by the foregoing cautionary statements. Investors should read the entire prospectus and consult their own professional advisors to ascertain and assess the income tax, legal, risk factors and other aspects of their investment in the subordinate voting shares. Non-IFRS Measures and Industry Metrics This Presentation makes reference to certain non-IFRS measures including “EBITDA”, “Adjusted EBITDA”, “Pro Forma Adjusted EBITDA”, “free cash flow” and “free cash flow conversion”. Non-IFRS measures and industry metrics do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. These measures are provided as additional information to complement IFRS measures by providing further understanding of our results of operations from management’s perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. For further details on these non-IFRS measures and industry metrics, including relevant definitions and reconciliations, see “Non-IFRS Measures and Industry Metrics” in the amended and restated prospectus. Prospective investors should review the amended and restated prospectus for a discussion of the industry and market data used in this Presentation and the risks and uncertainties associated therewith. See “Industry and Market Data” in the amended and restated prospectus.

CONFIDENTIAL

I. Business and Industry Overview

II. Investment Highlights

III. Financial Overview and Outlook

IV. Summary of The Offering

V. Appendix

THE FRESHII TEAM AGENDA

Matthew Corrin Founder, Chief Executive Officer & Chairman of the Board of Directors

Craig De Pratto Chief Financial Officer & Corporate Secretary

Michael Pandich Director of Franchise Development

3 CONFIDENTIAL

BUSINESS & INDUSTRY OVERVIEW

4 CONFIDENTIAL

Fast-growing restaurant brand at the forefront of the global health and wellness movement, pioneering the new “healthy fast food” category

Delicious and diverse menu appeals to a broad spectrum of customers across many demographics, particularly the millennial generation

Freshii was ranked the fastest growing multinational chain restaurant in the world for 2015 (by store growth)1

Generated 14 consecutive fiscal quarters of positive same-store sales growth

As of September 25, 2016, our store base of 244 stores was approximately 98% franchised

5

OUR MISSION

To help citizens

of the world

live better by

making

healthy food

convenient

and affordable

1 In Technomic’s “2016 Technomic Top 100 Global Chain Restaurant Report”.

OUR COMPANY

CONFIDENTIAL

6

OUR INDUSTRY

Freshii is pioneering the new high growth "healthy fast food" category of the Limited Service Restaurant (“LSR”) segment in the U.S., Canadian and certain international markets

Management believes the “healthy fast food” category benefits from the best characteristics of both the Quick Service Restaurant (“QSR”) and Fast Casual Restaurant segments

2014A 2015A 2016E 2017E 2018E

$242.5 $255.1 $269.2

$284.6 $300.6

U.S. LSR RETAIL SALES

4.1% 5.2% 5.5% 5.7% 5.6%

2014A 2015A 2016E 2017E

C$24.2 C$25.7

C$26.8 C$28.0

CANADIAN LSR RETAIL SALES

6.1% 4.4% 4.5%

SALES ($ billions) YoY Growth (%)

2014A 2015A 2016E 2017E 2018E

$203.7 $211.9

$221.6 $232.1

$242.6

U.S. QSR RETAIL SALES

2.8% 4.1% 4.5% 4.8% 4.5%

U.S. QSR & FAST CASUAL RETAIL SALES1

SALES ($ billions) YoY Growth (%)

2014A 2015A 2016E 2017E 2018E

$38.8 $43.2 $47.7

$52.5

$58.0

U.S. FAST CASUAL RESTAURANT RETAIL SALES

11.6% 11.3% 10.4% 10.1% 10.5%

1 Source: Technomic. In US$ billions unless otherwise noted.

NORTH AMERICAN LSR RETAIL SALES1

CONFIDENTIAL

WE ARE UNIQUELY

POSITIONED

WITHIN THE

RESTAURANT

INDUSTRY

HEALTH &

WELLNESS MILLENNIALS

AFFORDABLE

ENTREPRENEURSHIP

7 CONFIDENTIAL

INVESTMENT HIGHLIGHTS

8

CONFIDENTIAL

INVESTMENT HIGHLIGHTS

9

Leading North American Fast Casual Restaurant Operator with a Unique and Powerful Brand Innovative and Evolving Menu of Healthy, Fresh and Craveable Food at Affordable Price Points Innovative and Founder-Led Corporate Team with a Proven Track Record of Success Compelling Unit Economics Driven by Flexible Real Estate Model Asset-Light Franchise Model with an Exceptional New Store Growth Opportunity Strong Franchise Partner Network and New Store Pipeline Strong Financial Performance with Track Record of Best-in-Class Free Cash Flow Conversion

1.

2.

3.

4.

5.

6.

7.

CONFIDENTIAL

70

SYSTEM-WIDE STORES

2013 2014 2015 September 25, 2016

101

178

244

YEARS TO REACH 200 STORES1

11

McDonald’s Subway Domino’s Pizza

12

16

18

10

LEADING NORTH AMERICAN FAST CASUAL RESTAURANT OPERATOR WITH A UNIQUE AND POWERFUL BRAND

Since the end of fiscal 2013, Freshii has increased its store network from 70 locations to 244 locations as of September 25, 2016 while concurrently delivering 14 consecutive quarters of positive same-store sales growth

In Technomic’s “2016 Technomic Top 100 Global Chain Restaurant Report”, Freshii was ranked the fastest growing multinational chain restaurant in the world for 2015 (by store growth)

Awarded Best Workplace Culture at the Canadian HR Awards

Freshii has made investments in personnel and infrastructure to support our future growth

CONFIDENTIAL

1 The information relating to the number of years these competitors took to reach 200 stores was obtained from the official website of each respective party or from other publicly available sources which we believe are accurate and reliable.

11

INNOVATIVE AND EVOLVING MENU OF HEALTHY, FRESH AND CRAVEABLE FOOD AT AFFORDABLE PRICE POINTS We believe our extensive, customizable and innovative menu has an

outsized impact on our business and drives higher same-store sales growth

Our menu is designed to have something for everyone, including salads, bowls, burritos, wraps, soups, juices, smoothies and frozen yogurt, which gives us broad customer appeal and helps us avoid the “veto vote”

Our nutritionist-designed, innovative menu delivers food centered around health at an average entrée price of US$7.50 and evolves frequently with trends, similar to how a ‘fast fashion’ retailer evolves

Bowls 29%

Beverages, Frozen Yogurt, Pressed Juices, Retail

21%

Salads 12%

Burritos 10%

Wraps 6%

Soups 3%

Catering 3%

Breakfast 2%

Toppings 14%

MENU CATEGORIES1 (% OF SALES)

CONFIDENTIAL

1 Financial information for the 39 week period ended September 25, 2016 for traditional franchised locations in North America.

INNOVATIVE AND EVOLVING MENU OF HEALTHY, FRESH AND CRAVEABLE FOOD AT AFFORDABLE PRICE POINTS (CONT’D)

OPPORTUNITIES TO EXPAND AND OPTIMIZE MENU MIX AND DAYPARTS

BREAKFAST (OPEN – 10:30AM)

6%

LUNCH (10:30AM – 2:30PM)

61%

SNACK (2:30PM – 5:00PM)

15%

DINNER (5:00PM – CLOSE)

18%

MEAL BOX

“Meal box” program offers customers three meals and two snacks each day

Prepared during off-peak hours within the store and delivered daily to customers’ preferred location

JUICE CLEANSES

Offers customers up to four juices and one salad each day

CATERING AND SNACKS

Catering menu offers breakfast options, shareable snacks, platters, wraps and burrito boxes and salads to large groups

New snack offerings are an opportunity to increase the average in-store purchase

BREAKFAST

Breakfast menu updated in September 2016 with the introduction of Protein Egg Bowls and Green Smoothie Bowls

DAYPART1 (% OF SALES)

12

1 Financial information for the 39 week period ended September 25, 2016 for traditional franchised locations in North America.

CONFIDENTIAL

INNOVATIVE AND FOUNDER-LED CORPORATE TEAM WITH A

PROVEN TRACK RECORD OF SUCCESS

NAME POSITION NOTABLE PRIOR EXPERIENCE

Matthew Corrin Founder, CEO and Chairman David Letterman, Oscar de la Renta

Craig De Pratto CFO and Corporate Secretary BDO Canada LLP, Mid-sized Food Manufacturing & Ops

Adam Corrin COO and Director Creative Artist Agency, NCAA Division One Hockey

Michael Pandich Director of Franchise Development Snagajob, United Asset, GE Capital

Ashley Dalziel Vice President, People Culture Lululemon

Melissa Gallagher Vice President, Marketing Karo Group (Subway Account), Cundari (Ontario Subway Group)

Jenny Hoshoian Vice President, Supply Chain Cara Operations, Canadian Armed Forces

NAME BOARD POSITION PRINCIPAL OCCUPATION AND NOTABLE EXPERIENCE

Matthew Corrin CEO and Chairman Founder, CEO and Chairman of the Company

Adam Corrin COO and Director COO of the Company

Jeffrey Burchell Lead Independent Director Managing Director and Portfolio Manager, Gluskin Sheff + Associates Inc.

Michael Allen Director Partner, Private Equity Group, Collins Barrow Toronto LLP

Sean Berry Director Director, Tennenbaum Capital Partners, LLC

Marc Kielburger Director Co-founder of Free the Children and Me to We

Jeff Swenson Director Managing Director, Thomas H. Lee Partners; Director of Fogo de Chão (NASDAQ: FOGO)

Michele Romanow Director Co-founder of Clear Finance Technology Corp.; Director of Vail Resorts (Formerly Whistler Blackcomb; NYSE: MTN)

MANAGEMENT TEAM

BOARD OF DIRECTORS

13 CONFIDENTIAL

OUR FOCUS ON PEOPLE

14 CONFIDENTIAL

15

Stores range in size from fewer than 300 square feet to greater than 2,500 square feet in urban business districts, suburban settings, university campuses and retail stores

Franchise partners open stores with modest cash build-out costs and generate attractive cash-on-cash returns1

28% of new locations opened during 2016 LTM were opened by existing traditional franchise partners

COMPELLING UNIT ECONOMICS DRIVEN BY FLEXIBLE REAL ESTATE MODEL

ILLUSTRATIVE NEW STORE TARGET CASH BUILD-OUT COST2

No Expensive Kitchen Equipment

No Oven No Grill No Vents No Fryers No Hoods No Freezers No Microwaves

$260K Target Cash Build-Out Cost2

(North America)

Location: Liberty Village Toronto, ON, Canada Square Footage: 425

Build-Out Cost: C$245,790

Location: Kenaston Commons Winnipeg, MB, Canada Square Footage: 1,033

Build-Out Cost: C$293,000

Location: Avery Road Columbus, OH, USA Square Footage: 1,200

Build-Out Cost: $234,000

Location: The Harrison Fort Wayne, IN, USA Square Footage: 1,862

Build-Out Cost: $254,000

ATTRACTIVE NEW UNIT ECONOMICS (NORTH AMERICAN TRADITIONAL STORES ONLY)

Target Cash Build-Out Cost2 (incl. franchise fee3) $260,000

Sales-to-Investment Ratio4 Greater than 2.0x

Cash-on-Cash Returns1 In Excess of 40%

Illustrative Return on Investment:

2 “Target Cash Build-Out Costs” means the estimated target investment costs for new stores across North America, including, but not limited to, initial franchise fees, kitchen equipment and small-ware, leasehold and construction costs, furniture, signage, menu boards, point of sale equipment, other technology equipment, architectural costs and other miscellaneous costs, and excluding pre-opening expenses, lease costs and working capital, in each case payable in the local currency and based in part on estimates derived from information reported to us by our franchise partners.

3 In local currency. 4 “Sales-to-Investment ratio” means year two AUV divided by the target cash build-out costs of approximately $260,000 (in local currency).

1 “Cash-on-Cash Returns” means estimated year two store level operating profit after royalties and advertising, but before the impact of store owner operator or manager salaries, divided by the target cash build-out costs of approximately $260,000 (in local currency).

CONFIDENTIAL

FLEXIBLE STORE FORMAT

16 CONFIDENTIAL

Asset-light model requires minimal capital expenditures by Freshii, which is anticipated to allow us to generate strong and consistent free cash flow while concurrently experiencing rapid new store growth

We operate a highly-franchised model with 98% of our locations franchised as of September 25, 2016

Our highly scalable platform enables our franchise partners to open these new stores without a material increase in Freshii’s overhead expenses and capital expenditures

ASSET-LIGHT FRANCHISE MODEL WITH AN EXCEPTIONAL NEW STORE GROWTH OPPORTUNITY

2013

70

EXCEPTIONAL NEW STORE GROWTH

2014 2015 Q3 2015 Q3 2016

101

178

153

244 +108 units

59.5% CAGR

+91 units 59.5%

17 CONFIDENTIAL

We received more than 4,100 applications during 2016 LTM from which we awarded franchises to fewer than 1.7% of applicants

28% of new Freshii locations opened during 2016 LTM were opened by an existing traditional franchise partner

213 signed franchise partners, of which 138 are operating a total of 240 franchise stores as of September 25, 2016

Expect the new store opening process to be accelerated by our exclusive real estate brokerage team, who will work with new franchise partners to identify and select real estate from a preferred list of pre-identified locations in target markets

STRONG FRANCHISE PARTNER NETWORK AND NEW STORE PIPELINE

4,100+ Franchise Applications Received

89 (2.2%) Selected for Confirmation Day

69 (77.5%) New Agreements Signed

172 Store Commitments from New Partners

ILLUSTRATIVE TIMELINE (APPROXIMATELY 11 MONTHS FROM APPLICATION TO OPENING)

18

2016 LTM FRANCHISE STORE PIPELINE

CONFIDENTIAL

Drive Same-Store Sales Growth

Rapidly Grow Our Franchise Partner Store Base

Enhance Profitability and Free Cash Flow

OUR GROWTH STRATEGY

GROWTH

DRIVERS

19 CONFIDENTIAL

Franchise partner demand for new locations is driven by applications from new franchise partners and the significant demand for new locations from our existing franchise partners

We expect our franchise partners to open between 150 to 160 net new franchised stores in 2017 to reach approximately 430 to 440 system-wide stores by the end of fiscal 2017

System-wide store count of between 810 and 840 stores by the end of fiscal 2019

RAPIDLY GROW OUR FRANCHISE PARTNER STORE BASE

SYSTEM-WIDE STORE COUNT CURRENT GLOBAL FRANCHISE NETWORK1

2019E

810 to 840

+632 TO 662 STORES

+46.7% CAGR2

2017E

430 to 440

Q3 2016

244

2015

178

1 Includes recently executed master franchise agreements. As of December 14, 2016. 2 Based on midpoint of 825 stores in 2019E.

20 CONFIDENTIAL

Impressive Global Non-Traditional Partners We believe these non-traditional partnerships will help us to further our goal of bringing the Freshii brand to the masses

RAPIDLY GROW OUR FRANCHISE PARTNER STORE BASE (CONT’D)

STRATEGIC PARTNERSHIPS AND LICENSING AGREEMENTS NON–TRADITIONAL FRANCHISE PARTNERSHIPS

PILOT PROGRAM – HIGH SCHOOL LUNCHES

September 2016:

Freshii launched a pilot meal delivery program with a high school

in Toronto, Canada to energize an even younger generation

Aramark Food and Support Services Group

Compass Group USA

Sodexo Operations

SSP America

46 STORES AS OF Q3 2016

Universities Airports Hospitals

Fitness Centres Select Retailers (including Walgreens and Target) in Los Angeles, Minneapolis, Miami & Chicago

CONFIDENTIAL 21

DRIVE SAME-STORE SALES GROWTH

We intend to continue to drive same-store sales growth through the following strategies:

Attract New Customers by Expanding Brand Awareness Regularly engage in social media and public relations campaigns to

expand our brand reach and drive traffic to our stores

Increase Frequency of Customer Visits and Traffic Through Menu Innovation Utilize customer feedback and analyze sales data to introduce, test

and perfect menu items that appeal to our customers’ evolving tastes Quickly adopt newly popular food items into stores given flexible

kitchens and strong relationships with suppliers

Expand and Optimize Menu Mix and Dayparts Drive growth across dayparts through introduction of innovative menu

offerings and creative marketing campaigns Enhance non-core dayparts by selling “meal boxes”, affordable juice

cleanses, catering services, snacks and enhanced breakfast offerings

Leverage Mobile Technology to Increase Order Frequency and Speed of Service Mobile application will help increase order frequency, customer spend

and brand loyalty

(3.5%)

2.4% 0.9%

2.0%

0.6%

2.8%

6.8%

10.0%

12.1%

8.2% 7.6%

2.5%

3.3%

6.5%

4.8%

7.3% 7.0%

5.3% 6.4%

SAME STORE SALES GROWTH

2013 2014 2015 2016

22

Q1 Q2 Q3 Q4 2013 Q1 Q2 Q3 Q4 2014 Q1 Q2 Q3 Q4 2015 Q1 Q2 Q3 YTD

CONFIDENTIAL

GENERATED 15 CONSECUTIVE FISCAL QUARTERS OF POSITIVE

SAME-STORE SALES GROWTH, INCLUDING SAME-STORE SALES GROWTH OF 7.7% FOR Q4 2016

FINANCIAL OVERVIEW AND OUTLOOK

23 CONFIDENTIAL

STRONG FINANCIAL

PERFORMANCE WITH

TRACK RECORD OF

BEST-IN-CLASS FREE

CASH FLOW

CONVERSION

Our franchised business model is asset-light and requires minimal capital expenditures by Freshii, which is anticipated to allow us to generate strong and consistent free cash flow while concurrently experiencing rapid new store growth

TOTAL REVENUE (US$ MILLIONS)

$7.7

SYSTEM-WIDE SALES (US$ MILLIONS)

$9.0

$11.1

$15.3

$1.9/C$1.94

PRO FORMA ADJUSTED EBITDA1,2 (MILLIONS)

$3.0/C$3.34

$4.7/C$6.04

$7.1/C$9.44 93.1%

FREE CASH FLOW CONVERSION5

76.1%

89.4%

94.9%

1 “Adjusted EBITDA” means EBITDA adjusted for share-based compensation, a contract termination fee, service provider commission costs, a legal settlement, other expenses and costs in connection with the Offering and Reorganization. “Pro Forma Adjusted EBITDA” means Adjusted EBITDA adjusted for commission costs paid under the Chicago master franchise agreement for which the Company intends to use a portion of the net proceeds from the Treasury Offering to exercise its buyback provision.

2 The bar chart represents US$ Pro Forma Adjusted EBITDA and is not to scale with C$ Pro Forma Adjusted EBITDA.

3 Calculated based on US$ Pro Forma Adjusted EBITDA.

4 Represents the Canadian dollar Pro Forma Adjusted EBITDA converted at the average exchange rates for each respective period.

5 “Free Cash Flow Conversion” means Pro Forma Adjusted EBITDA less capital expenditures divided by Pro Forma Adjusted EBITDA.

PRO FORMA ADJUSTED EBITDA1 MARGIN

24.4% 33.7% 42.6% 46.4%

AVERAGE FCF CONVERSION (2013 TO 2015)

86.2%

2013 2014 2015 2016 LTM

2013 2014 2015 2016 LTM 2013 2014 2015 2016 LTM

CONFIDENTIAL 24

$29.1 $41.7

$61.3

$87.1

2013 2014 2015 2016 LTM

Q3 & Q4 2016 UPDATE

278 system-wide stores

Q4 2016 Results:

System-wide sales of $26.4 million

Same-store sales growth of 7.7%

Fiscal Year 2016 Results:

System-wide sales of $96.1 million

Same-store sales growth of 6.8%

TOTAL REVENUE (US$ MILLIONS)

Q3 2015

SYSTEM-WIDE STORES

SYSTEM-WIDE SALES (US$ MILLIONS) PRO FORMA ADJUSTED EBITDA1 (US$ MILLIONS)

Q3 2016

6

147

4

240

153

244

FRANCHISED COMPANY-OWNED

$2.7 $4.2

$7.9

$12.2

$1.1 $1.7

$3.0

$5.5

1 “Adjusted EBITDA” means EBITDA adjusted for share-based compensation, a contract termination fee, service provider commission costs, a legal settlement, other expenses and costs in connection with the Offering and Reorganization. “Pro Forma Adjusted EBITDA” means Adjusted EBITDA adjusted for commission costs paid under the Chicago master franchise agreement for which the Company intends to use a portion of the net proceeds from the Treasury Offering to exercise its buyback provision.

Q3 2015 Q3 2016 YTD Q3 2015

YTD Q3 2016

Q3 2015 Q3 2016 YTD Q3 2015

YTD Q3 2016

AS AT END OF Q3 2016

AS AT END OF Q4 2016

CONFIDENTIAL 25

PRO FORMA ADJUSTED EBITDA1 MARGIN

37.2% 37.4% 34.3% 41.6%

$16.4

$26.3

$44.0

$69.7

Q3 2015 Q3 2016 YTD Q3 2015

YTD Q3 2016

OUTLOOK SUMMARY We are committed to rapidly increasing the number of

franchise locations in our store network and leveraging

the scalability of our operating platform to increase the

profitability of our business

KEY METRICS (US$) FISCAL 2017 OUTLOOK FISCAL 2019 OUTLOOK

System-Wide Store Count 430 to 440 total stores 810 to 840 total stores

Annual Same-Store Sales Growth 3.0% to 4.0%1

System-Wide Sales - $355 to $365 million

Average Royalty Rate 6.0% to 7.0%1

Average Franchise Fees $30,000 per store2

Other Income 2.5% of system-wide sales1

SG&A 4.0% to 5.0% of system-wide sales1

Pro Forma Adjusted EBITDA3 - $20 to $22 million

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1 For the period fiscal 2017 through fiscal 2019. 2 In local currency (except for international franchise partners, who are required to pay this amount in US$). 3 “Adjusted EBITDA” means EBITDA adjusted for share-based compensation, a contract termination fee, service provider commission costs, a legal

settlement, other expenses and costs in connection with the Offering and Reorganization. “Pro Forma Adjusted EBITDA” means Adjusted EBITDA adjusted for commission costs paid under the Chicago master franchise agreement for which the Company intends to use a portion of the net proceeds from the Treasury Offering to exercise its buyback provision.

CONFIDENTIAL

CAPITALIZATION

27

(US$ thousands) As Of Sept. 25, 2016 Post-IPO

Total Debt $14,927 $ -

Net Debt1 / 2016 LTM Adjusted EBITDA2 1.2x Net Cash

MVS SVS Total

Jaxii Holdings 5,248,017 - 5,248,017

Other Selling Shareholders - 10,799,301 10,799,301

Other Shareholders - 2,879,851 2,879,851

IPO Shareholders - 10,900,000 10,900,000

Shares Outstanding 5,248,017 24,579,152 29,827,169

Options4 - 1,021,245 1,021,245

RSUs - 1,019,475 1,019,475

Fully-Diluted Shares Outstanding

5,248,017 26,619,872 31,867,889

Matthew Corrin’s Holdings5 5,248,017 1,256,361 6,504,378

CAPITALIZATION TO SUPPORT GROWTH POST-IPO SHARE OWNERSHIP3

3 Assuming the Over-Allotment Option is not exercised. 4 Following Closing, the Company will have 1,021,245 options outstanding, all of which will be in-the-money with a strike price of $3.78 per

share. 5 Includes Shares held by Jaxii Holdings and options and RSUs awarded to Matthew Corrin.

CONFIDENTIAL

1 $7.1 million of cash on Balance sheet as of Q3 2016.

2 “Adjusted EBITDA” means EBITDA adjusted for share-based compensation, a contract termination fee, service provider commission costs, a legal settlement, other expenses and costs in connection with the Offering and Reorganization.

Matthew Corrin Chief Executive Officer & Chairman of the Board of Directors Email: [email protected]

Favourite Freshii Meal:

Something Different Every Day of the Month but Always Freshii

Craig De Pratto Chief Financial Officer & Corporate Secretary Email: [email protected]

Favourite Freshii Meal:

Mediterranean Bowl + Chicken, Red Power Juice, Pop Chips

Michael Pandich Director of Franchise Development Email: [email protected]

Favourite Freshii Meal:

Oaxaca Bowl + Chicken , Carrot Zinger, Chocolate Covered Almonds

THANK YOU

28 CONFIDENTIAL

SUMMARY OF THE OFFERING

29 CONFIDENTIAL

SUMMARY OF THE OFFERING Issuer Freshii Inc.

Selling Shareholders Jaxii Holdings, LLC, DDM Alternative Investments, LLC, Perlaine Holdings LLC, Klass.com Subsidiary LLC, Gordon Investment Partners, Andica Family Trust and Jeffrey Burchell

Offering 10,900,000 Class A subordinate voting shares (12,535,000 Class A subordinate voting shares assuming the Over-Allotment Option is exercised in full)

Offering Price Anticipated Offering Price between C$8.50 and C$10.00 per Class A subordinate voting share

Treasury Offering $37.1 million to $43.6 million ($42.6 million to $50.1 million assuming the Over-Allotment Option is exercised in full)

Secondary Offering $55.6 million to $65.4 million ($63.9 million to $75.2 million assuming the Over-Allotment Option is exercised in full)

Over-Allotment Option The Company and each of the Selling Shareholders (other than Jaxii Holdings), on a pro rata basis, have each agreed to grant to the Underwriters an option, exercisable in whole or in part, at any time for a period of 30 days after the Closing Date, to purchase up to an additional 1,635,000 Class A subordinate voting shares (representing 15% of the aggregate number of Class A subordinate voting shares issued under the Offering) at the Offering Price solely to cover over-allotments, if any, and for market stabilization purposes

Shares Outstanding Upon completion of the Offering, an aggregate of 24,579,152 Class A subordinate voting shares, 5,248,017 Class B multiple voting shares (25,233,152 Class A subordinate voting shares and 5,248,017 Class B multiple voting shares if the Over-Allotment Option is exercised in full) and no preferred shares will be issued and outstanding. All of the issued and outstanding Class B multiple voting shares will, directly or indirectly, be held or controlled by Jaxii Holdings and its Permitted Holders

Shares held by the Selling Shareholders Following Closing

Upon completion of the Offering (but without giving effect to the exercise of the Over-Allotment Option), Jaxii Holdings will directly own all of the issued and outstanding Class B multiple voting shares and the Selling Shareholders will, collectively, directly or indirectly own or control 10,799,301 Class A subordinate voting shares, approximately 53.8% of the issued and outstanding Shares (representing their non-diluted equity interest) and approximately 82.1% of the votes attached to all of the issued and outstanding Shares (approximately 49.4% and 80.2%, respectively, if the Over-Allotment Option is exercised in full). The foregoing excludes all options and RSUs that have been or may be issued prior to or upon Closing. Matthew Corrin has advised us that he intends to, directly or indirectly through Jaxii Holdings, maintain long term ownership of approximately 20% of the issued and outstanding Shares after giving effect to the Offering, on a fully diluted basis, which assumes all RSUs are vested and all in-the-money options of the Company are exercised

Voting Rights The Class A subordinate voting shares will have one vote per share and the Class B multiple voting shares will have 10 votes per share. After giving effect to the Offering, the Class A subordinate voting shares will collectively represent 82.4% of our total issued and outstanding Shares and 31.9% of the votes attached to all of our issued and outstanding Shares (82.8% and 32.5%, respectively, if the Over-Allotment Option is exercised in full)

Conversion Rights The Class A subordinate voting shares are not convertible into any other class of shares, including Class B multiple voting shares. The Class B multiple voting shares are convertible into Class A subordinate voting shares on a one-for-one basis at the option of the holder (and automatically convertible into Class A subordinate voting shares on a one-for-one basis under certain circumstances)

Lock-Up Agreements

Each of Freshii, our directors (including our proposed Board nominees) and executive officers, the Selling Shareholders and certain other shareholders have agreed that he, she or it will not, directly or indirectly, without the prior written consent of the Co-Lead Underwriters, on behalf of the Underwriters, such consent not to be unreasonably withheld, issue, offer or sell or grant any option, warrant or other right to purchase or agree to issue or sell or otherwise lend, transfer, assign or dispose of any of our equity securities, or other securities convertible or exchangeable into or otherwise exercisable into our equity securities or publicly announce any intention to do any of the foregoing for a period commencing on the Closing Date and ending 180 days after the Closing Date, subject to certain limited exceptions, including the sale of our securities pursuant to the exercise of the Over-Allotment Option, or the issuance of our securities pursuant to or in connection with our equity incentive compensation plans. Holders of approximately 88.7% of our issued and outstanding shares prior to the completion of the Offering will be subject to these lock-up agreements

Listing The Company has applied to have the Class A subordinate voting shares listed on the TSX under the symbol “FRII”

Pricing Date Expected the week of January 23, 2017

Closing Date Expected the week of January 30, 2017

30 CONFIDENTIAL

In accordance with Section 13.7(4) of National Instrument 41-101 – General Prospectus Requirements, all of the information relating to Freshii's comparables and any disclosure relating to the comparables, which is contained in the version of this Presentation to be provided to potential investors, has been removed from this template version for purposes of its filing on the System for Electronic Document Analysis and Retrieval (SEDAR).

31 CONFIDENTIAL

COMPARABLE COMPANY ANALYSIS

CONFIDENTIAL

APPENDIX: IMPACT OF SEASONALITY

QUARTERLY SYSTEM-WIDE SALES AS % OF ANNUAL SYSTEM-WIDE SALES

HISTORICAL NEW STORE OPENINGS BY QUARTER

Q1 Q2 Q3 Q4

2014 20.2% 25.5% 27.6% 26.8%

2015 19.9% 25.0% 26.8% 28.3%

Q1 Q2 Q3 Q4

2014 6 12 10 11

2015 16 13 28 26

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