PF HOSPITALITY GROUP, INC. TO RAISE $1.2 MILLION IN CONVERTIBLE DEBT OFFERING

Company to use proceeds to accelerate growth through acquisitions and new business development and working capital 

PF Hospitality Group, Inc. (OTC Pink: PFHS), a management firm which creates, cultivates, and operates innovative and healthy brands within the restaurant and retail industries, announced today that it has entered into a definitive agreement on July 27, 2015 to sell to accredited investors $1,333,334 principal amount of convertible debentures due July 27, 2020 for a price of $1,200,000. The company intends to use the proceeds from this offering to accelerate its growth by acquiring businesses which meet its model of unique and innovative concepts within the food service and retail space, and for general working capital purposes.

"Following our recent acquisition, we believe we are poised to enter a significant growth phase in our business as we take advantage of the capital markets,” stated Vaughan Dugan, Chairman and CEO of PF Hospitality Group. “This additional infusion of capital will enable us to be more aggressive in our growth plans which we believe will significantly enhance our performance over the course of fiscal 2015 and beyond, and will support our plans to move to the OTC Markets QB tier in the coming weeks.”

Under the terms of the securities purchase agreement, PF Hospitality Group issued and sold a $1,333,334 principal amount of convertible debentures due July 27, 2020 for a price of $1,200,000. Proceeds from this debenture will be paid to the company as follows: $140,000 upon signing with the balance payable in five consecutive monthly installments of $212,000 commencing on September 1, 2015. The company agreed to pay interest for the first 12 months at the rate of 10% per annum on the amounts advanced payable in cash in six equal tranches, the first of which is due on date the company closed on the financing and remainder will be due on each of the first five monthly anniversaries of such date.

Under the terms of a Registration Rights Agreement entered into as part of the offering, the company agreed to file a registration statement with the Securities and Exchange Commission within 60 days of the closing date covering the public resale of the shares of common stock underlying the debentures, and to use its best efforts to cause the registration statement to be declared effective within 180 days from the closing date. Should the number of shares of common stock the company is permitted to include in the initial registration statement be limited pursuant to Rule 415 of the Securities Act of 1933, the company further agreed to file additional registration statements with the SEC to register any remaining shares. PF Hospitality Group will pay all costs associated with the registration statements, other than underwriting commissions and discounts.

The terms of the Securities Purchase Agreement contain certain negative covenants by the company, unless consent of purchasers holding at least 75% of the aggregate principal amount of the outstanding debentures, including prohibitions on: incurrence of certain indebtedness and liens, amendment to our articles of incorporation or bylaws, repayment or repurchase of the company’s common stock or debts, sell substantially all of its assets or merger with another entity, pay cash dividends or enter into any related party transactions. PF Hospitality Group granted investors certain pro-rata rights of first refusal on future offerings by the company for as long as the investor(s) beneficially own any of the debentures.

The debentures are convertible into shares of the company’s common stock at a conversion price equal to 65% of the lowest traded price of its common stock for the twenty trading days prior to each conversion date subject to adjustment.  The conversion price of the debentures is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events. In addition, the conversion price is subject to adjustment if the company issues or sells shares of its common stock for a consideration per share less than the conversion price then in effect, or issue options, warrants or other securities convertible or exchange for shares of its common stock at a conversion or exercise price less than the conversion price of the debentures then in effect. If either of these events should occur, the conversion price is reduced to the lowest price at which these securities were issued or are exercisable. The debentures shares are not convertible to the extent that (a) the number of shares of the company’s common stock beneficially owned by the holder and (b) the number of shares of the company’s common stock issuable upon the conversion of the debentures or otherwise would result in the beneficial ownership by holder of more than 4.99% of the company’s then outstanding common stock. This ownership limitation can be increased or decreased to any percentage not exceeding 9.99% by the holder upon 61 days notice to the company.

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About PF Hospitality Group

PF Hospitality Group, Inc., (OTC PINK: PFHS) is a management firm which creates, cultivates, and operates innovative and healthy brands within the restaurant and retail industries. PF Hospitality Group focuses on consumer food service concepts, with a specialization around franchised and multi-unit business models in the retail, fast-casual, and traditional restaurant sectors. As the creator and current advisor organization of the global, all-natural and organic pizza franchise, Pizza Fusion, PF Hospitality Group has been on the cutting edge of innovative food service with an emphasis on sustainability and community impact since 2006. Currently with 17 locations throughout the United States, Saudi Arabia, and the United Arab Emirates, PF Hospitality Group is now testing out new concepts it will develop and manage. PF Hospitality Group created “Shaker & Pie,” a new, interactive restaurant concept which combines wood-fired pizzas with healthy, hearty Italian-influenced street food, slated to launch in Q4 2015 out of Boca Raton, Florida. PF Hospitality Group believes that successful investing begins with providing a compelling value proposition paired with a unique and innovative concept, to all business constituencies. Leaning on its extensive resources and depth of team members, PF Hospitality Group is actively partnering with brands who share this vision so that new concepts may be created, incubated, developed and operated with the customer, environment, and bottom line profitability in mind.

Safe Harbor and Forward-Looking Statements

This news release contains statements that involve expectations, plans or intentions (such as those relating to future expansion or financial results) and other factors discussed from time to time in the Company's OTC Markets filings. These statements are forward-looking and are subject to risks and uncertainties, so actual results may vary materially. You can identify these forward-looking statements by words such as "may," "should," "expect," "anticipate," "believe," "estimate," "intend," "plan" and other similar expressions. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors not within the control of the company. The company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Investor Relations:

David Kugelman

(404) 856-9157

dk@atlcp.com

Media Relations:

Nicole Biscuiti

(561)445-0447

n.biscuiti@PFHospitalityGroup.com