Mr. Steve Bromley reports

ORGANTO FOODS ANNOUNCES FINAL SETTLEMENT OF CONVERTIBLE DEBENTURE OBLIGATIONS

As part of its efforts to reduce debt and increase equity in the company, Organto Foods Inc. has completed the previously announced settlement of its 8.0 per cent convertible unsecured subordinated debentures due Nov. 30, 2026, with an aggregate face value of $8.05-million (see the company's news releases dated May 1, 2025, March 30, 2025, and March 11, 2025).

Under the terms of the settlement, all outstanding debentures (including all principal amounts and all accrued and unpaid interest owing thereunder) were exchanged for the issuance by the company of an aggregate of 40.25 million common shares of the company at an issue price of 20 cents per settlement share for an aggregate issue price of $8.05-million. Each debentureholder received the number of settlement shares that is equal to the aggregate principal amount of the debentures held by such debentureholder divided by 20 cents.

The settlement shares are subject to contractual restrictions on transfer, whereby such shares will be released over a 30-month period from June 11, 2025, being the date of issuance of the settlement shares as follows:

• Twenty-five per cent of the settlement shares will be released on the date that is 21 months following the issue date.
• Twenty-five per cent of the settlement shares will be released on the date that is 24 months following the issue date.
• Twenty-five per cent of the settlement shares will be released on the date that is 27 months following the issue date.
• Twenty-five per cent of the settlement shares will be released on the date that is 30 months following the issue date.

Steve Bromley, chair and chief executive officer, commented: "We are extremely pleased to complete the settlement of the debentures, which aligns with our efforts to reduce debt and increase equity in the company. Following this settlement, the company has approximately $2.6-million of debt outstanding, and, when combined with the recent completion of our $5.3-million private placement and our record first quarter 2025 financial results, we are truly excited by our future prospects. We remain intently committed to building a world-class foods company serving growing healthy foods markets, with the goal of creating long-term value for our operating partners, customers, team members and shareholders. We appreciate the support and understanding we have received from so many of our shareholders, debentureholders and key operating partners and are confident that we are well positioned for a successful future."

Prior to completion of the settlement, debentureholders representing 68.89 per cent of the outstanding principal amount of the debentures provided written consent in favour of a resolution approving the settlement, which exceeded the 66.7-per-cent threshold required under the trust indenture governing the debentures. As a result, a meeting of debentureholders to approve the settlement was not necessary.

In accordance with the terms of a corporate finance advisory agreement between the company and Jaluca Ltd., the company retained Jaluca to provide guidance and assistance in negotiating and implementing the overall restructuring of the company, including the reduction of the company's substantial debts and refinancing (see news release dated March 20, 2025). As disclosed in the company's March 20, 2025, news release the advisory agreement provided for the payment of various fees, including a monthly fee and success-based fees. For its assistance in negotiating and implementing the debenture restructuring and settlement, the company agreed, subject to the approval of the TSX Venture Exchange and disinterested shareholder approval in accordance with the policies of the TSX-V, to pay Jaluca a fee equal to 6 per cent of the total amount of settled debentures, excluding any debentures held by Jaluca. As a result, the company has agreed to issue an aggregate of 4.38 million common shares in the capital of the company at a deemed issue price of 10 cents per share in full payment of this obligation. The company plans to immediately seek shareholder approval for the issuance of these common shares.

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 population of 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.