Organto Foods Provides Update on Strategic Plans

VANCOUVER, BC AND BREDA, THE NETHERLANDS / ACCESS Newswire / March 14, 2025 / Organto Foods Inc. (TSXV:OGO)(OTC PINK:OGOFF) ("Organto" or the "Company") provides the market with an update on its strategic plans following the revocation on January 2, 2025 of the British Columbia Securities Commission's failure-to-file cease trade order issued on July 16, 2024 (the "FFCTO") and subsequent reinstatement of the Company's common shares (the "Shares") for trading on the TSX Venture Exchange (the "Exchange") on March 12, 2025.

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. Now that the FFCTO has been revoked and the Shares have resumed trading on the Exchange, the Company is well-positioned to focus on implementing its strategic plan aimed at restructuring and reducing overall debt and providing sufficient working capital to fund its operations.

As at the period ended January 31, 2025, the Company's outstanding debts included, among others:

• promissory notes and short-term loans of approximately C$1.9 million bearing interest at the rate of 12% per annum (the "Promissory Notes")

• convertible notes in the aggregate principal amount of approximately C$2.6 million plus unpaid interest, bearing interest at the rate of 10% per annum (the "Convertible Notes") and, together with the Promissory Notes, the "Notes")

• 8.0% convertible unsecured subordinated debentures due November 30, 2026 (the "Debentures") in the aggregate principal amount of C$8.05 million plus unpaid interest

• Accounts payable of approximately C$7.4 million

The Company is currently in default of its principal and interest payment obligations under the Convertible Notes and Debentures and in the hopes of resolving this has approached the holders of the Convertible Notes as well as other existing creditors to seek potential ways to restructure the terms and reduce its outstanding debts in exchange for equity.

As disclosed in the Company's news release dated March 11, 2025, Antares Capital Management Ltd. ("Antares"), a private corporation, has acquired over 67% of the outstanding Debentures and has made an offer to all Debentureholders to acquire their Debentures on the same terms on which it had acquired its Debentures. The Company is in discussions with Antares to explore the potential to restructure the terms of the Debentures in a mutually acceptable manner.

In addition, the Company is looking at its funding requirements and intends to conduct one or more equity financings, subject to demand, to finance working capital. In connection with the foregoing, the Company has retained a restructuring and capital markets advisor, Jaluca Limited to assist its strategic and restructuring plans.

Completion of any restructuring and/or settlement of debt for equity securities and any equity financings will be subject to the prior approval of the Exchange as well as all other requisite corporate, regulatory and security holder approvals, as applicable. There can be no assurance that the Company will be successful in completing the aforementioned restructuring plan.

Further updates will be provided as discussions progress.

ON BEHALF OF THE BOARD

Steve Bromley
Chair and CEO

For more information, contact:

Investor Relations
John Rathwell, Senior Vice President, Investor Relations & Corporate Development
647 629 0018
info@organto.com

ABOUT ORGANTO

Organto is a leading provider of branded, private label, and distributed organic and non-GMO 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.

FORWARD LOOKING STATEMENTS

This news release may include certain forward-looking information and statements, as defined by law, including without limitation, Canadian securities laws and the "safe harbor" provisions of the US Private Securities Litigation Reform Act ("forward-looking statements"). In particular, and without limitation, this news release contains forward-looking statements respecting the Company's plans to restructure and reduce overall debt and to obtain sufficient working capital to fund its operations. Forward-looking statements are based on a number of assumptions that may prove to be incorrect, including, without limitation, the assumption that the Company will be able to resolve any and all issues that may arise during the negotiation, restructuring and/or settlement of the Notes, Debentures and other outstanding debts in a timely manner; that all applicable regulatory and/or other requisite approvals will be obtained in a timely manner and on acceptable terms; that all conditions precedent to the restructuring and/ or settlement thereof will be satisfied in a timely manner; and that sufficient funding will be available on acceptable terms. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in forward-looking statements in this news release include, among others, uncertainty regarding the outcome of negotiations with the Company's creditors; regulatory risks; risks related to market volatility and economic conditions; risks related to unforeseen delays; and risks that necessary financing will be unavailable when needed. For further information on these and other risks and uncertainties that may affect the Company's business, see the "Risks and Uncertainties" and "Forward-Looking Statements" sections of the Company's annual and interim management's discussion and analysis filings with the Canadian securities regulators, which are available under the Company's profile at www.sedarplus.ca. Except as required by law, Organto does not assume any obligation to release publicly any revisions to forward-looking statements contained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

SOURCE: Organto Foods, Inc.