Mr. Steve Bromley reports

ORGANTO FOODS CLOSES PRIVATE PLACEMENT, DEBT SETTLEMENT AND AMENDMENTS TO CONVERTIBLE NOTES

Organto Foods Inc. has closed its previously announced private placement (see news releases dated March 20, 2025, and April 1, 2025) in the amount of 53,099,910 common shares at a price of 10 Canadian cents per share for gross proceeds of $5,309,991 (Canadian). Of the total raised, the company received $468,000 (Canadian) in subscriptions in August, 2024, and additional $150,000 (Canadian) and $200,000 (U.S.) in October, 2024, however, due to the imposition of a failure-to-file cease trade order (FFCTO) by the British Columbia Securities Commission (BCSC) on July 16, 2024, the company was not permitted to close a private placement at that time. The FFCTO was revoked on Jan. 2, 2025, and the company's shares were reinstated for trading on the TSX Venture Exchange on March 12, 2025. The company then recommenced efforts to raise equity capital and has now raised gross proceeds of $5,309,991, inclusive of the initial tranches. The company notes that funds received by the company under the initial tranches have been used by the company for its continuing operations.

The company has also settled outstanding debt in the aggregate amount of $2,243,300 (Canadian), comprising:

• All principal amounts and interest owing on promissory notes and short-term loans in the aggregate amount of $2,186,906 (Canadian);
• Accounts payable owed to creditors in the aggregate amount of $56,394 (Canadian).

The settlement was completed through the issuance of 22,432,990 common shares at a price of 10 Canadian cents per common share.

In addition, the company has completed the previously announced amendments to convertible notes in the aggregate principal amount of approximately $2,543,350 (Canadian) plus unpaid interest, bearing interest at the rate of 10 per cent per annum (see news releases dated March 20, 2025, and April 1, 2025). The convertible notes had an original term of 24 months from the date of issuance and incurred interest at a rate of 10 per cent per annum to be paid annually in arrears on the first anniversary of the date of issuance and the second anniversary of the date of issuance, respectively, and could be converted, at the holder's sole discretion, into common shares of the company at a price of $3 per share. In the event that the closing price of the company's common shares equals or exceeds $4.50 (Canadian) per share for a period of 10 consecutive trading days or more on the TSX-V, the company could force conversion of the convertible notes into common shares.

As a result of the convertible note amendments, the terms of convertible notes have been amended as follows:

• Interest payments that were payable, as of the first interest date and second interest date, respectively, were settled through the issuance of 1,695,568 common shares at a price of 30 Canadian cents per convertible note settlement share to settle interest payable on each of the first interest date and the second interest date in the aggregate amount of $508,670 (Canadian).
• The maturity dates of the convertible notes were extended by one year in respect of 50 per cent of the principal amount and by two years in respect of the remaining 50 per cent of the principal amount.
• The $3 (Canadian) conversion price was replaced with a conversion price of 60 Canadian cents.
• The $4.50 (Canadian) acceleration price was replaced with an acceleration price of 90 Canadian cents.

Certain directors and/or officers of the company acquired a total of:

• 2,570,310 common shares under the private placement for a total purchase price of $257,031 (Canadian), representing 4.8 per cent of the total private placement shares issued;
• 381,023 common shares under the debt settlement for a total issue price of $38,102.30 (Canadian), representing 1.7 per cent of the total debt settlement shares issued;
• 67,966 common shares under the convertible note amendments for a total issue price of $20,389.80 (Canadian), representing 4.0 per cent of the total convertible note settlement shares issued.

Each such participation is considered to be a related party transaction as defined under Multilateral Instrument 61-101 and is 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, nor the consideration paid by such directors and officers, exceeds 25 per cent of the company's market capitalization.

Finders' fees of $255,568 (Canadian) were paid in respect of the private placement. The company paid $236,968 via the issuance of 2,369,680 common shares at a deemed price of 10 Canadian cents per share and $18,600 was paid in cash. The company will use the net proceeds of the private placement to finance general working capital. The private placement shares, debt settlement shares convertible note settlement shares and finder's fee shares are subject to a hold period of four months and one day from their date of issuance.

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.