Organto Closes Private Placement

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

TORONTO, ON and BREDA, THE NETHERLANDS / ACCESSWIRE / April 16, 2024 / Organto Foods Inc. (TSXV:OGO)(OTCQB:OGOFF)(FSE:OGF) ("Organto" or "the Company"), a provider of branded, private label and bulk distributed organic and non-GMO fruit and vegetable products announces that it has closed the private placement of 5,750,000 common shares at a price of CDN $0.10 per share for proceeds of CDN $575,000 (the "Private Placement") announced on April 15, 2024.

An entity controlled by Steve Bromley, the Chair and Co-CEO of the Company, acquired 5,150,000 common shares under the Private Placement for a total purchase price of CDN $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 ("MI 61-101"). 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, or the consideration paid by such Mr. Bromley, exceed CDN $2,500,000. 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% on a non-diluted basis and 4.93% on a partially diluted basis). Following the Private Placement, the securities held or controlled by Mr. Bromley represent 18.40% of issued and outstanding common shares on a non-diluted basis and 19.01% of 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 it 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+ at www.sedarplus.ca under the Company's profile.