16:12:33 EDT Sun 05 May 2024
Enter Symbol
or Name
USA
CA



Organto Foods Inc
Symbol OGO
Shares Issued 285,683,826
Close 2023-09-15 C$ 0.04
Market Cap C$ 11,427,353
Recent Sedar Documents

Organto Foods arranges 1:10 share rollback

2023-09-18 13:02 ET - News Release

Mr. Steve Bromley reports

ORGANTO ANNOUNCES CONSOLIDATION OF COMMON SHARES

Organto Foods Inc. has arranged a consolidation of its common shares on a a 1:10 basis. The Consolidation is set to be effective as of the close of business on September 28, 2023 (the "Record Date") and the Shares are expected to begin trading on a consolidated basis on the TSX Venture Exchange ("TSX-V") on September 29, 2023. The Consolidation was approved at a meeting of Organto's Board of Directors on September 13, 2023. Pursuant to Organto's constating documents, the Consolidation does not require shareholder approval.

As per the approved terms of the Consolidation, the Company's shareholders will receive one post-Consolidation Share for every ten pre-Consolidation Shares held. No fractional post-Consolidation Shares will be issued as a result of the Consolidation and fractional interests will be rounded to the nearest whole number of post-Consolidation Shares without any consideration payable therefor in the case of rounding down. Shareholders with fewer than five pre-Consolidation Shares are advised that their holdings will be reduced to zero without consideration. Such shareholders may wish to dispose of their Shares prior to the Record Date, or, if they wish to remain shareholders of Organto after the Consolidation, acquire additional pre-Consolidation Shares to ensure that they hold five or more pre-Consolidation Shares as of the Record Date.

Following the Record Date, as a result of the Consolidation, the number of issued and outstanding post-Consolidation Shares will be reduced to approximately 28,562,382 from 285,623,826, subject to the treatment of fractional shares. Each shareholder's percentage ownership in the Company and proportional voting power will remain unchanged, except for minor adjustments resulting from the treatment of fractional shares. The new CUSIP number for the post-Consolidation Shares is 68621J401 and the new ISIN number is CA68621J4019. Organto's post-Consolidation Shares will continue to trade on the TSX-V under the symbol OGO, on the OTCQB under the symbol OGOFF and on the Frankfurt Stock Exchange under the symbol OGF. Organto's name will not change.

Beneficial shareholders who hold their pre-Consolidation Shares in brokerage accounts or in "street name" are not required to take any action to effect an exchange of their pre-Consolidation Shares and are encouraged to contact their intermediary with any questions. Registered shareholders as of the effective date who hold pre-Consolidation Shares represented by a physical certificate or direct registration advice will receive a letter of transmittal from Computershare Investor Services Inc., the Corporation's transfer agent. The letter of transmittal will contain instructions on how registered shareholders can exchange their share certificates or direct registration advices representing pre-Consolidation Shares for new certificates or direct registration advices representing post-Consolidation Shares. Until surrendered, each share certificate or direct registration advice representing pre-Consolidation Shares will represent the number of whole post-Consolidation Shares to which the holder is entitled as a result of the Consolidation rather than the number of pre-Consolidation Shares indicated on the certificate or advice.

The Consolidation will not have any effect on the number of issued and outstanding common share purchase warrants, stock options, restricted share units or convertible debentures of the Corporation. However, as a result of the Consolidation, the number of post-Consolidation Shares issuable upon the exercise of each warrant or stock option will be reduced on a 10:1 basis and their exercise prices will be increased on a 10:1 basis. The number of post-Consolidation Shares issuable on the conversion of each restricted share unit or convertible debenture will be reduced on a 10:1 basis.

The Company believes that the Consolidation is prudent and that it will provide the Company with a share structure that will better attract new shareholder interest and capital financing to provide for future growth opportunities. The Consolidation is subject to final approval from the TSX Venture Exchange.

ABOUT ORGANTO

Organto is an integrated provider of branded, private label, and distributed organic and non-GMO fruit and vegetable products using a strategic asset-light business model to serve a growing socially responsible and health-conscious consumer around the globe. 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.

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