Mr. Steve Bromley reports

ORGANTO FOODS ANNOUNCES DEBENTUREHOLDER APPROVAL OF SETTLEMENT TERMS

The holders of Organto Foods Inc.'s five-year, 8 per cent convertible unsecured subordinated debentures, due Nov. 30, 2026, with a face value of $8.05-million, have approved a resolution that authorizes and approves:

• The settlement of all amounts owing under the trust indenture providing for the issue of the debentures dated as of Nov. 12, 2021, and all other amounts payable under the debentures and indenture in exchange for the issuance by the company of an aggregate of 40.25 million common shares of the company at an issue price of 20 cents per settlement share for an aggregate issue price of $8.05-million, with each debentureholder receiving that number of settlement shares as is equal to the aggregate principal amount of debentures held by such debentureholder divided by 20 cents;
• The release and discharge of the company from all obligations under the debentures and the indenture.

The settlement shares shall, in addition to any other resale restrictions as may be required under applicable securities laws and stock exchange rules, bear the following contractual restrictions on transfer, which will be imprinted as a legend on the settlement shares and released over a 30-month period from the date of issuance of the settlement shares as follows:

• 25 per cent of the settlement shares will be released from the contractual restriction on the date that is 21 months following the issue date;
• 25 per cent of the settlement shares will be released from the contractual restriction on the date that is 24 months following the issue date;
• 25 per cent of the settlement shares will be released from the contractual restriction on the date that is 27 months following the issue date;
• 25 per cent of the settlement shares will be released from the contractual restriction on the date that is 30 months following the issue date.

Debentureholders representing 68.89 per cent of the outstanding principal amount of the debentures have provided written consent in favour of the debentureholder resolution (being an extraordinary resolution as defined in the indenture) approving the settlement, which exceeds the 66.7-per-cent threshold required under the indenture. As a result, a meeting of debentureholders to consider the debentureholder resolution and settlement is not necessary.

Completion of the settlement remains subject to the approval of the TSX Venture Exchange, and there can be no assurance that the closing will occur. If approved, the closing will become effective on the date that is not more than five business days following the date of receipt of exchange approval of the settlement and the issuance of the settlement shares, or such other date as may be determined by the company.

About Organto Foods Inc.

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