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.
• The program would grant one additional common‑share purchase warrant for every three warrants exercised during a 30‑day “Incentive Period,” potentially issuing up to 2,666,666 incentive warrants and generating gross proceeds of up to C$6,000,000.
• Implementation is subject to TSX Venture Exchange approval; no insiders are expected to participate.

Key Details

• Warrant pool: 8,000,000 warrants (each for one common share at C$0.75, expiring March 10 2027).
• Incentive mechanics: Holders who voluntarily exercise during the Incentive Period receive one extra warrant for every three exercised.
• Incentive warrant terms: Exercise price C$1.00; exercisable for one year from issuance; not subject to acceleration.
• Potential maximum issuance: 2,666,666 incentive warrants (rounded down if exercised quantity isn’t a multiple of three).
• Potential gross proceeds: Up to C$6,000,000 if all outstanding warrants are exercised within the Incentive Period.
• Incentive Period timing: Begins upon TSXV conditional approval of the program and runs for 30 calendar days, ending at 4:30 pm Vancouver time on the final day.
• Statutory hold periods: All common shares issued from exercised warrants and any incentive warrants will be subject to applicable Canadian securities law hold periods.
• Insider participation: No insiders are expected to take part in the program.
• Regulatory condition: Program requires acceptance by the TSX Venture Exchange; no guarantee of implementation.
• Related prior issuances (for context):
• December 2025 – 1,475,385 shares issued to management/employees for $575,400 bonus settlement.
• November‑December 2025 – 90,000 shares from restricted share unit conversions; 50,000 shares from stock option exercises.

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

Source: Organto Foods Inc., press release dated January 13 2026.