Mr. Steve Bromley reports
ORGANTO FOODS ANNOUNCES INVESTOR RELATIONS AGREEMENTS AND GRANT OF STOCK OPTIONS
Organto Foods Inc. has entered into investor relations agreements, and issued stock options to certain directors, officers and employees of the company.
Engagement of 125389938 Canada Inc. for investor relations services
The company has entered into an investor relations agreement with 12538938 Canada, a private company controlled by Peter Damouni, a director of the company. Pursuant to the agreement, 12538938 Canada has agreed to provide strategic communication services to the company, in consideration for a fee of $7,500 per month during the term of the agreement and the grant of stock options, exercisable to purchase 700,000 common shares in the company at a price of 20 cents per share for a period of five years. The consultant options vest as to 25 per cent three months from the date of grant and 25 per cent every three months thereafter. The agreement is effective immediately for a period of 12 months expiring March 31, 2026, and may be terminated by either party upon 90 days of notice. 12538938 Canada does not currently own any securities of the company, but Mr. Damouni was issued previously 300,000 stock options for his role as a director of the company.
The agreement 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 since, at the time was agreed to, neither the fair market of the subject matter of, nor the fair market value of the consideration for, the transaction exceeds 25 per cent of the company's market capitalization.
Grant of stock options
The company has also granted stock options, exercisable to acquire up to 3.85 million common shares to directors, officers and employees of the company at a price of 20 cents per common share, expiring on April 17, 2029. Of the options granted, 1.2 million options will vest as to 25 per cent immediately and 25 per cent every six months thereafter, and 2.65 million options will vest as to 20 per cent immediately and 20 per cent on each anniversary thereafter.
The options and consultant options were granted pursuant to the company's stock option plan, which was last approved by shareholders at the annual meeting of shareholders on March 12, 2025, and remain subject to the approval of the TSX Venture Exchange.
Engagement of Atrium Research Corp.
Organto also announces that it has engaged the services of Toronto-based Atrium Research, a provider of issuer-paid research, effective immediately. Atrium will produce a number of research reports based on publicly available information, industry data and discussions with management to assist the company in presenting its investment case to potential investors. In exchange for its services, Atrium will receive cash compensation in the amount of $3,000 per month for a term of 12 months. The company and Atrium are unrelated and unaffiliated entities, and Atrium's compensation is not based on the achievement of any market-oriented factors. Neither Atrium nor its principals have any interest, directly or indirectly, in the securities of Organto.
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.
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