Organto Foods Inc. Announces Proposed Early Warrant Exercise Incentive

Executive Summary

• Organto Foods Inc. announced a proposed early‑exercise incentive program covering up to 8,000,000 outstanding warrants issued in its September 10 2025 private placement.
• If all warrants are exercised during the 30‑day incentive period, the company could issue up to 2,666,666 additional “Incentive Warrants,” potentially generating gross proceeds of up to C$6,000,000.
• The program is subject to conditional approval by the TSX Venture Exchange; no guarantee it will be implemented.

Key Details

• Warrant Terms: Each original warrant allows purchase of one common share at C$0.75, exercisable until March 10 2027 (subject to acceleration).
• Incentive Period: 30‑day window beginning upon TSXV conditional approval; expires at 4:30 pm Vancouver time on the 30th day.
• Incentive Warrants: For every three original warrants exercised, holders receive one additional warrant to purchase a common share at C$1.00, exercisable for one year from issuance and not subject to acceleration.
• Maximum Issuance: Up to 2,666,666 Incentive Warrants could be issued if all 8,000,000 original warrants are exercised within the incentive period.
• Potential Gross Proceeds: Up to C$6,000,000 from the exercise of Incentive Warrants (assuming full participation).
• Fractional Rounding: Any fractional entitlement is rounded down; no fractional Incentive Warrants will be issued.
• Statutory Hold Periods: All common shares issued upon exercise of original or incentive warrants will be subject to the applicable statutory hold periods under Canadian securities law.
• Insider Participation: No insiders are expected to participate in the program.
• Related Share Issuances (historical):
• December 2025 – 1,475,385 shares issued to settle $575,400 of management/employee bonuses (2024).
• November–December 2025 – 90,000 shares issued upon conversion of restricted share units; 50,000 shares issued upon exercise of stock options.
• Regulatory Disclaimer: The program remains subject to TSXV acceptance; there is no assurance it will be implemented.

Notable Quotes

• “The Incentive Program is intended to encourage the early exercise of the Warrants during the Incentive Period,” – Steve Bromley, Co‑Chair and CEO.