Rocky Mountain Chocolate Factory Announces Stopping The “Poison Pill” With Immediate Effect

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DURANGO, Colorado – (COMMERCIAL THREAD) –Rocky Mountain Chocolate Factory, Inc. (NASDAQ: RMCF) (the “Company” or “RMCF”), one of the largest retailers, franchisors and manufacturers of premium artisanal chocolates and confectionery in North America, announced today that its board of directors has approved the termination of the Company’s shareholder rights plan, commonly known as the “poison pill”, after receiving feedback from shareholders and evaluating the feedback received from the proxy advisory firm Institutional Shareholder Services (“ISS”). The termination of the shareholder rights plan takes effect immediately.

About Rocky Mountain Chocolate Factory, Inc.

Rocky Mountain Chocolate Factory, Inc., headquartered in Durango, Colorado, is an international franchisor of self-serve gourmet chocolate, confectionery and frozen yogurt stores and a manufacturer of an extensive line of premium chocolates. range and other confectionery products. The Company, its subsidiaries and its franchisees and licensees operate more than 300 Rocky Mountain Chocolate Factory and self-service frozen yogurt stores in the United States, South Korea, Qatar, Republic of Panama and Republic of from the Philippines. The Company’s common shares are listed on the Nasdaq Global Market under the symbol “RMCF”.

Important additional information and where to find it

This communication concerns the Annual Meeting. In connection with the annual meeting, Rocky Mountain Chocolate Factory, Inc. (the “Company” or “RMCF”) filed a definitive proxy statement on Schedule 14A, an attached document WHITE proxy card and other relevant documents with the Securities and Exchange Commission (the “SEC”) on September 9, 2021 in connection with the solicitation of shareholders’ proxies for the annual meeting. The definitive proxy circular and a proxy form WHITE proxy were mailed or otherwise provided to shareholders of the Company on September 9, 2021 and completed on September 20, 2021. BEFORE MAKING ANY VOTING DECISIONS, SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S DECLARATION OF DEFINITIVE PROXY IN ITS ENTIRETY AND ANY OTHER DOCUMENT TO BE SUBMITTED TO THE SEC AS PART OF THE ANNUAL MEETING OR INCORPORATED BY REFERENCE IN THE DEFINITION. THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING. This communication does not replace the definitive proxy statement or any other document that may be filed by the Company with the SEC. Investors and shareholders can obtain a free copy of the documents on the SEC’s website at www.sec.gov and in the “SEC Filings” section of the Company’s investor relations website at at www.rmcf.com/Investor-Relations .aspx or by contacting the Company’s investor relations department at (970) 375-5678, as soon as reasonably possible after such documents have been electronically filed with the SEC or provided to it. In addition, documents (when available) may be obtained free of charge by directing a request by mail or telephone to: Rocky Mountain Chocolate Factory, Inc., 265 Turner Drive, Durango, Colorado 81303, Attn: Secretary, (970 ) 259-0554.

Certain information about the participants in the solicitation

The Company, its directors and certain of its directors, nominees for the position of director, senior executives and officers and employees of the Company and agents retained by the Company participate in the solicitation of proxies from the shareholders in connection with the matters to be considered at the Annual Meeting. Meeting. Information regarding the directors, nominees for directors and executive officers of the Company, and their beneficial ownership of the ordinary shares of the Company is presented in the annual report of the Company on Form 10-K for the ‘fiscal year ended February 28, 2021, filed with the SEC on June 1, 2021, as amended by Amendment # 1 to Form 10-K / A filed with the SEC on June 28, 2021, and in the Circular definitive proxy solicitation. Changes in the direct or indirect interests of directors and officers of the Company are described in filings with the SEC on Initial Statements of Beneficial Ownership on Form 3, Statements of Change of Ownership on Form 4, and Statements annual changes of beneficial ownership on Form 5. These documents are available free of charge as described above.


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