Mr. Steve Bromley reports

ORGANTO ANNOUNCES REINSTATEMENT OF TRADING ON THE TSX VENTURE EXCHANGE

The TSX Venture Exchange has accepted its application for reinstatement of trading of Organto Foods Inc.'s common shares on the TSX-V. This follows the successful resolution of the failure-to-file cease trade order (the FFCTO) issued by the British Columbia Securities Commission (the BCSC) on July 16, 2024, and revoked on Jan. 2, 2025. The company expects its common shares to be reinstated for trading shortly.

The FFCTO was issued as a result of the delay in the filing of the company's annual audited financial statements for the year ended Dec. 31, 2023. The delay in filing the annual financial statements, which was a result of changes in company personnel and reporting systems in late 2023 and early 2024, had a cascading effect which caused the company to also be late in filing its interim financial statements for both the three-month period ended March 31, 2024, and the six-month period ended June 30, 2024. The company filed the late financial statements in October and November, 2024, at which time the company applied to the BCSC to have the FFCTO revoked. Upon the revocation of the FFCTO, the company applied to the TSX-V to have its common shares reinstated for trading. The company also filed its financial statements for the nine-month period ended Sept. 30, 2024, in November, 2024, in accordance with regulatory requirements.

Over the course of 2024 and into 2025, the company has restructured and repositioned its operations including streamlining its product portfolio, shifting its marketing strategy and re-engineering its operating platform to improve processes and reduce costs. In June, 2024, the company sold three European operating subsidiaries, further streamlining operations, reducing operating costs and improving its balance sheet. The company also continues to focus on improving its balance sheet to provide greater operating flexibility. The company remains focused on leveraging the positive changes that have been made to date and remains committed to building a world-class foods company serving growing global healthy foods markets, with the goal of building long-term shareholder value.

The company acknowledges and appreciates the patience of its shareholders and stakeholders during this process and reaffirms its commitment to adhering to high standards of compliance and corporate governance.

In addition to the announcement regarding the reinstatement of trading on the TSX-V, the company is providing an update on a number of matters, including that shown below.

Working capital deficiency

The company's Sept. 30, 2024, interim financial statements reflect a working capital deficiency of $14,478,925. The largest components of this deficiency are convertible debentures of $10,641,350 and associated accrued interest of $1,621,531, as well as short-term loans of $1,626,241 and associated accrued interest of $82,860. Following the reinstatement of the company's common shares for trading, the company plans to seek exchange acceptance to restructure its convertible debt and associated accrued interest obligations, settle existing debts via the issuance of shares, and complete a private placement of common shares. Upon completion of these actions, the company expects to realize improved cash flow from operations and a return to positive working capital in the near term. There can be no assurance that the company will be successful in completing the proposed debt settlement and private placement however management has been discussing same with certain creditors and potential investors and is fairly confident that there will be take up of same.

Related party loans

During 2023, the company received advances from two related parties. These advances were unsecured and expected to be of a very short duration. Steve Bromley, the company's chief executive officer, advanced $325,000 (U.S.), and Bob Kouw, the company's COO (chief operating officer) advanced $33,000. An additional $30,000 (U.S.) was received from Bromley in the first quarter of 2024. The Bromley advances were applied as part of the funds in the April, 2024, private placement (see April 16, 2024, news release) and the Kouw advance remains outstanding. Further details can be found in the company's Dec. 31, 2023, and subsequent financial statements.

Small Cap Invest agreement

To assist with its corporate awareness and marketing program in Europe, the company engaged Small Cap Invest GmbH, an arm's-length Frankfurt, Germany-based firm, to provide introductions to Small Cap's network of media representatives and qualified and institutional investors, organizing non-deal road shows and city events, and advising the company on communications strategies. The agreement was for one-year term that commenced on Nov. 1, 2023, and ended on Oct. 31, 2024. Small Cap received a total fee of $80,000 as an annual retainer. To the best of the company's knowledge, neither Small Cap nor its managing director, Alexander Friedrich, held any interest in the company at the time Small Cap was engaged. The company has completed and filed a TSX-V Form 3C -- Declaration of Certified Filing -- Promotional Investor Relations and Market-Making Activities with the TSX-V.

Update regarding March, 2024, 8 per cent convertible debentures announcement

On March 12, 2024, the company announced that it had reached an agreement with the holders of 68.1 per cent of its five-year, 8 per cent convertible unsecured subordinated debentures, due Nov. 30, 2026, with an aggregate face value of $8.05-million, to a proposal to restructure these debentures, converting 50 per cent to equity, extending the maturity date and amending conversion terms. The amendments are subject to TSX-V acceptance and execution of a supplemental indenture. Given material changes in the company's business, the FFCTO and suspension of trading, the amendments were not completed, and the company is in the process of negotiating amended terms and will apply for approval once the new terms have been finalized.

November, 2023, private placement update

On Nov. 14, 2023, the company announced plans for a private placement financing of up to $2.0-million, and in December, 2023, provided a further update on the status of this financing. Organizational issues as the company dealt with business restructuring and the sale of three of its subsidiaries prevented this planned financing from being completed until April, 2024, when it ultimately closed for total proceeds of $575,000 (see April 16, 2024, news release). A total of $515,000 of the total proceeds from this financing were applied as repayments of related party loans, accrued interest and unpaid expenses.

Disclosure of loans received in advance of planned private placements

The company's recent financial statements include the classification of funds received as short-terms loans in advance of a planned private placement. The company wishes to clarify that any future settlements of these loans will be treated as shares-for-debt transactions under exchange Policy 4.3, and not as part of a private placement under exchange Policy 4.1.

About Organto Foods Inc.

Organto is an integrated provider of branded, private label, and distributed organic and non-GMO (genetically modified organism) fruit and vegetable products using a strategic, asset-lighter business model to serve a growing socially responsible and health-conscious consumer around the globe. Organto's business model is rooted in its commitment to sustainable business practices focused on environmental responsibility and a commitment to the communities where it operates, its people and its shareholders.

We seek Safe Harbor.