Mr. Steve Bromley reports

ORGANTO FOODS PROVIDES UPDATE ON STRATEGIC PLANS

Organto Foods Inc. has provided the market with an update on its strategic plans following the revocation on Jan. 2, 2025, of the B.C. Securities Commission's failure-to-file cease trade order issued on July 16, 2024, and subsequent reinstatement of the company's common shares for trading on the TSX Venture 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 Now that the FFCTO has been revoked and the shares have resumed trading on the exchange, the company is well positioned to focus on implementing its strategic plan aimed at restructuring and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 finance its operations.

As at the period ended Jan. 31, 2025, the company's outstanding debts included, among others:

• Promissory notes and short-term loans of approximately $1.9-million bearing interest at the rate of 12 per cent per annum;
• Convertible notes in the aggregate principal amount of approximately $2.6-million plus unpaid interest, bearing interest at the rate of 10 per cent per annum;
• 8.0 per cent convertible unsecured subordinated debentures due Nov. 30, 2026, in the aggregate principal amount of $8.05-million plus unpaid interest;
• Accounts payable of approximately $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 these, 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., a private corporation, has acquired over 67 per cent 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 financing 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 market adviser, Jaluca Ltd., 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 securityholder 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.

About Organto Foods Inc.

Organto is a leading provider of branded, private label, and distributed organic and non-genetically modified fruit and vegetable products using a strategic asset-lighter business model to serve 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.

We seek Safe Harbor.