Mr. Steve Bromley reports

ORGANTO CONFIRMS AMENDMENTS TO CONVERTIBLE DEBENTURES AND CANCELLATION OF DEBENTUREHOLDER MEETING

As part of continuing efforts to reduce debt and increase equity in Organto Foods Inc., the holders of the company's five-year, 8 per cent convertible unsecured subordinated debentures, due Nov. 30, 2026, with a face value of $8.05-million, have approved proposed amendments to the indenture governing the debentures between the company and Computershare Trust Company of Canada, as debenture trustee, dated as of Nov. 12, 2021. The debentureholders have authorized the company and the debenture trustee to enter into a supplemental indenture giving effect to the amendments.

Debentureholders representing 68.1 per cent of the outstanding principal amount of the debentures have provided consent in favour of an extraordinary resolution approving the amendments, which exceeds the 66.7-per-cent threshold required under the indenture. As a result, the meeting of debentureholders scheduled for March 12, 2024, to consider the amendments is no longer necessary and has been cancelled.

Under the terms of the amendments, debentureholders have agreed to convert 50 per cent of the principal balance of the debentures into common shares of the company at a conversion price of 30 cents per common share. The remaining 50 per cent of the debentures will continue under the following terms:

1. Extension of the maturity date, with 50 per cent due one year later than the original maturity date of Nov. 30, 2026, and 50 per cent due two years later than the original maturity date;
2. Interest originally due to be paid in the fourth quarter of 2023 will be deferred to align with the revised principal payment terms as noted in (1);
3. No change to the annual interest rate or the timing of any remaining interest payments;
4. Amendment of the conversion price to 60 cents per common share and the accelerated conversion price will be amended to 90 cents per common share.

The company and the debenture trustee intend to execute and deliver the supplemental indenture on or about March 31, 2024, at which time the amendments will become effective and binding on all debentureholders.

The revision of the debenture terms is subject to the acceptance of the TSX Venture Exchange.

About Organto Foods Inc.

Organto is an integrated provider of branded, private label and distributed organic and non-GMO (genetically modified organism) 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.