Oragin Foods Provides Update on Unsecured Debentures, Announces Resignation of Directors and Confirms No Interruption to Its Retail and CPG Operations

ORAGIN Foods Inc. (“ORAGIN” or the “Company”) (TSXV: OG) (OTC: OGGFF) (FRA: 9CW) provides an update on its outstanding unsecured convertible debentures (the “Unsecured Debentures”), announces that the Company’s four (4) independent directors, Mr. Ken Villazor, Mr. Keith Stein, Mr. Micheal Lovsin, and Mr. Kevin Williams (the “Independent Directors”), have resigned from the Company’s Board of Directors, and confirms that its retail business and CPG Division continue to operate without interruption, each as further described below.

Debentures and Special Committee Formation

Prior to their respective resignations, the Board of Directors had formed a special committee (the “Special Committee”) comprised of the four independent directors to initiate a process to explore, review and evaluate a broad range of strategic options (the “Strategic Options”) with an aim to repay the Unsecured Debentures.

Prior to that, on October 28^th, 2022, the Company had announced that it had received Notices of Default (the “Notices”) from the holders (the “Holders”) of the Unsecured Debentures issued on October 25, 2019, which matured on October 25th, 2022 (the “Maturity Date”).

Initially through management and then through the efforts of the Special Committee since its formation, the Company continued to engage in discussions with the Holders with the objective of coming to mutually beneficial terms with regard to the repayment of the Unsecured Debentures. However, despite these efforts, the Company has been unable to date to agree with the Holders on terms that are mutually agreeable and, in the Company’s view, in the best interests of the Company and its shareholders.

The Company may continue discussions with the Holders if the Company believes that mutually agreeable terms are feasible.

Director Resignations

Concurrently, the Company’s Directors & Officers Indemnity Insurance (the "D&O Insurance”), which was scheduled for renewal, could only be renewed with certain limitations related to and as a result of the Notices and related circumstances. It is the Company’s belief that the Independent Directors tendered their resignations, despite continued efforts to reach a resolution with the Holders up until the date of such resignations, as a result of the inability of the Company to continue to maintain full coverage for its board of directors and management.