Mr. Matt Lurie reports

ORAGIN PROVIDES CORPORATE UPDATE

Oragin Foods Inc. is providing the following corporate update.

Formation and efforts of special committee, and director resignations

Prior to the respective resignations of the independent directors and the chief financial officer of the company in November, 2022, the independent directors had formed a special committee to initiate a process to explore, review and evaluate a broad range of strategic options with an aim to repay the holders of convertible debentures issued on Oct. 25, 2019, in the aggregate principal amount of $3-million, which the company was unable to repay by maturity on Oct. 25, 2022.

Prior to and following the maturity date, initially through management and then through the efforts of the special committee since its formation, the company engaged in discussions with the holders with the objective of coming to mutually beneficial terms with regard to the repayment of the debentures. However, despite these efforts, the company was unable to agree with the holders on terms that were mutually agreeable, and, in the company's view, in the best interests of the company and its shareholders.

Concurrently, the company's directors and officers indemnity insurance (the D&O insurance), which was scheduled for renewal, could only be renewed with certain limitations related to, and as a result of, the notices and related circumstances. As a result of the inability of the company to continue to maintain full coverage for its board of directors and management, the independent directors tendered their resignations, despite continued efforts to reach a resolution with the holders up until the last possible date.

Status of listing on TSX Venture Exchange and NEX, and cease trade order

As the policies of the TSX-V require that there be a minimum three directors on the board of directors of a reporting issuer listed on the exchange, the exchange suspended the company's listing for failure to comply with the policies of the exchange, and, thereafter in June, 2023, the company announced a move to the NEX board, the subsidiary board of the exchange, under the symbol OG.H, for not meeting exchange requirements. The company's shares continue to be listed on the NEX and to be suspended from trading.

As anticipated thereafter, the company was issued a cease trade order (the CTO) due to its failure to file on or before Dec. 30, 2022, its interim financial statements, corresponding management's discussion and analysis, and chief executive officer and chief financial officer certificates, for the three and nine months ended Oct. 31, 2022. The interim filings have not been filed and no financial statements nor corresponding management's discussion and analysis have since been filed as the company is unable to do so without a chief financial officer and properly constituted board of directors. The CTO prohibits all trading in the company's shares until all filing requirements are completed. The CTO will remain in effect until the interim filings have been filed. A copy of the CTO is posted on the Ontario Securities Commission's website, and readers may refer to the company's news release dated Jan. 20, 2023, for further details regarding the CTO.

NOI proceeding

After careful consideration of all available alternatives, and following thorough consultations with legal and financial advisers, Organic Garage and the lease subsidiaries determined that it is in the best interests of its creditors and other stakeholders to commence NOI (notice of intention) proceedings. The decision to initiate the NOI proceedings was made in view of the effect of the continuing dispute with the holders of convertible debentures issued on Oct. 25, 2019, in the aggregate principal amount of $3-million, which the company was unable to repay by maturity on Oct. 25, 2022. On Oct. 28, 2022, the company had announced that it had received notices of default from the holders, as previously disclosed.

In an effort to repay the holders, the company made multiple attempts to secure financing and/or a transaction that would repay the holders in whole or in part. Both prior to and following the maturity date until the recent decision to initiate the NOI proceedings was made, continual efforts were made to reach a resolution with the holders, which have been unsuccessful.

Oragin announces today that its wholly owned operating subsidiaries, Organic Garage (Canada) Ltd. (Organic Garage), 2412383 Ontario Inc., 2347018 Ontario Inc., 2507158 Ontario Inc., 2581751 Ontario Inc. (together, the lease subsidiaries and, together with Organic Garage, the subsidiaries) initiated proceedings under the Bankruptcy and Insolvency Act R.S.C., 1985, c. B-3 (BIA) by filing a notice of intention to make a proposal under Section 50.4(6) of the BIA. KPMG Inc. was appointed as the proposal trustee in the NOI proceedings.

The company continues to consider its strategic options and alternatives.

Future Of Cheese

Given the NOI proceedings, Future of Cheese has ceased operations as the company is no longer able to finance this subsidiary's operations. Given the complex nature of the Future of Cheese produces, it was unable to find a suitable co-packer to help scale the brand. While the company received a positive response from the product in the market from customers, and the Future of Cheese had gained a foothold in many retailers spanning both conventional and health food, it was not financially viable for the company to continue with the brand.

About Oragin Foods Inc.

Oragin Foods is a Canadian multipronged food company where new and innovative food and beverage brands are developed, acquired, grown and commercialized through a consumer packaged goods (CPG) division. The company also houses a retail division, which owns and operates one of Canada's leading natural and organic food retailers, Organic Garage.

We seek Safe Harbor.