Mr. Steve Bromley reports

ORGANTO CLOSES PRIVATE PLACEMENT

Organto Foods Inc. has closed the private placement of 5.75 million common shares at a price of 10 cents per share for proceeds of $575,000 announced on April 15, 2024.

An entity controlled by Steve Bromley, the chair and co-chief executive officer of the company, acquired 5.15 million common shares under the private placement for a total purchase price of $515,000. Accordingly, the private placement is to that extent a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(b) and 5.7(b) thereunder as neither the fair market value of any securities issued to, nor the consideration paid by, Mr. Bromley, exceeds $2.5-million. The company did not file a material change report more than 21 days before the expected closing of the private placement as the details of the participation therein by a related party were not settled until shortly prior to closing of the private placement and the company wished to close on an expedited basis for sound business reasons.

Prior to the private placement, Mr. Bromley held or exercised control over an aggregate of 1,166,033 common shares and convertible securities exercisable to acquire 254,576 common shares of the company (representing 4.08 per cent on a non-diluted basis and 4.93 per cent on a partially diluted basis). Following the private placement, the securities held or controlled by Mr. Bromley represent 18.40 per cent of the issued and outstanding common shares on a non-diluted basis and 19.01 per cent of the issued and outstanding common shares calculated on a partially diluted basis.

Mr. Bromley acquired the securities for investment purposes, and may, from time to time, acquire additional securities of the company, dispose of some or all of the securities of the company that he holds, or continue to hold such securities. A copy of the early warning report is being filed by Mr. Bromley and will be available on SEDAR+ under the company's profile.

The common shares issued in this private placement are subject to a four-month hold period expiring on Aug. 17, 2024. No finders' fees were paid. The company will use the net proceeds of the private placement for critical working capital needs.

About Organto Foods Inc.

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