Mr. Steve Bromley reports

ORGANTO FOODS ANNOUNCES INCREASE TO PRIVATE PLACEMENT FINANCING

Organto Foods Inc. plans to increase the size of its recently announced non brokered private placement (see news release dated March 20, 2025) from $5-million to up to $5.5-million.

Private placement

The company now proposes to conduct a non-brokered private placement of up to 55 million common shares of the company at the price of 10 cents per share for gross proceeds of up to $5.5-million. When combined with other continuing debt restructuring activities, the company expects to have approximately 155 million shares outstanding once completed.

The company may pay finders' fees on the gross proceeds raised through the private placement in cash or shares or a combination thereof. The net proceeds from the private placement will be used for repayment of short-term loans and to finance general working capital.

Certain directors and officers of the company may acquire securities under the private placement. Any such participation would be considered to be a related party transaction as defined under Multilateral Instrument 61-101 (MI 61-101). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to, or the consideration paid by such persons will exceed 25 per cent of the company's market capitalization.

completion of the private placement will be subject to the prior approval of the TSX Venture Exchange as well as all other requisite corporate, regulatory and security holder approvals, as applicable. Further, all securities issued pursuant to the private placement will be subject to a minimum hold period of four months and one day from their date of issuance.

Grant of stock options and restricted share units

The company also announces that it has granted a total of 1.3 million stock options to certain officers and directors as per the terms of the company's share option plan. The options were granted at an exercise price of 12 cents per share and have a term of five years. A total of 700,000 options will vest 20 per cent immediately and 20 per cent on each anniversary thereafter while 600,000 options will vest 25 per cent immediately and 25 per cent every six months thereafter. In addition, 150,000 restricted stock units were issued to certain directors of the company as per the terms of the company's restricted share unit plan. The restricted share units have a term of three years and will vest one-third after one year and one-third every six months thereafter.

About Organto Foods Inc.

Organto is a leading 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 consumers. 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.