Organto Announces Amendment to 2020 Series of Convertible Debentures

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Private Placement of New Convertible Debentures Underway

VANCOUVER, BC and BREDA, NETHERLANDS / ACCESSWIRE / January 26, 2023 / Organto Foods Inc. (TSXV:OGO)(OTCQB:OGOFF)(FSE:OGF) ("Organto" or "the Company"), a leading provider of organic and value-added organic fruit and vegetable products, today announced that it has closed its previously announced (see December 13, 2022 news release) amendment of certain of its 2020 series convertible debentures. The Company is also providing an update to its previously announced (see December 13, 2022 news release) intention to raise funds by way of a private placement of new convertible debentures.

Amended Convertible Debentures

In December 2020 and January 2021, Organto issued a total of $3,666,850 of convertible debentures, referred to as the "2020 series of convertible debentures". The 2020 series of convertible debentures bore interest at 8% payable in cash, annually in arrears, and had a term of two years. The holders had the option to convert the 2020 series of convertible debentures into common shares of Organto at a price of $0.30 per share, but if the closing price of the Organto shares was equal to or exceeded $0.45 per share for 10 consecutive trading days on the TSX Venture Exchange, Organto had the option to convert the 2020 series of convertible debentures into common shares at a price of $0.45 per share.

To date, $522,000 of the 2020 series of convertible debentures have been converted into 1,739,995 common shares and $1,489,000 of the 2020 series of convertible debentures were repaid in cash. 2020 series of convertible debentures with a total face value of $1,655,850 were amended (the "amended convertible debentures").

Effective December 29, 2022, the amended convertible debentures bear interest at a rate of 10% and their new expiry date is December 29, 2024. Interest will be paid annually in arrears in cash. Terms of conversion will remain unchanged at $0.30 if converted by the holder and $0.45 if forced by the Company. Insiders of the Company who in aggregate hold $489,450 of the 2020 series of convertible debentures agreed to the amended terms.

Organto will pay finders fees to eligible finders of $55,284 in cash and issue 184,280 broker warrants which represent 6% of the total dollar amount of the eligible amended convertible debentures. No finder's fees will be paid on the amended convertible debentures held by insiders. Each broker warrant will entitle the finder to purchase one common share at a price of $0.30 per common share for a period of two years from the date of the closing of the private placement. In the event the broker warrants are exercised in the first four months from the date of their issuance, the common shares will be subject to a hold period expiring four months from the date of issuance of the broker warrants.