ORAGIN Provides Corporate Update

ORAGIN Foods Inc. (“ORAGIN” or the “Company”) (TSXV: OG) (OTC: OGGFF) (FRA: 9CW) is providing the following corporate update.

Formation and Efforts of Special Committee and Director Resignations

Prior to the respective resignations of the independent directors (the “Independent Directors”) and the Chief Financial Officer of the Company in November 2022, the Independent Directors had formed a special committee (the “Special Committee”) to initiate a process to explore, review and evaluate a broad range of strategic options with an aim to repay the holders (the “Holders”) of convertible debentures issued on October 25, 2019 (the “Debentures”), in the aggregate principal amount of CAD $3,000,000, which the Company was unable to repay by maturity on October 25, 2022 (the “Maturity Date”).

Prior to and following the Maturity Date, initially through management and then through the efforts of the Special Committee since its formation, the Company engaged in discussions with the Holders with the objective of coming to mutually beneficial terms with regard to the repayment of the Debentures. However, despite these efforts, the Company was unable to agree with the Holders on terms that were mutually agreeable and, in the Company’s view, in the best interests of the Company and its shareholders.

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. As a result of the inability of the Company to continue to maintain full coverage for its board of directors and management, the Independent Directors tendered their resignations, despite continued efforts to reach a resolution with the Holders up until the last possible date.

Status of Listing on TSX Venture Exchange and NEX and Cease Trade Order

As the policies of the TSXV Venture Exchange (the “Exchange”) require that there be a minimum three (3) directors on the board of directors of a reporting issuer listed on the Exchange, the Exchange suspended the Company’s listing for failure to comply with the policies of the Exchange, and thereafter in June 2023, the Company announced a move to the NEX Board (the “NEX”), the subsidiary board of the Exchange, under the symbol OG.H, for not meeting Exchange requirements. The Company’s shares continue to be listed on the NEX and to be suspended from trading.