Organto Foods Inc. Implements Early Warrant Exercise Incentive Program

Executive Summary

• Organto Foods received conditional acceptance from the TSX Venture Exchange for an early‑exercise incentive program covering 8,000,000 outstanding warrants.
• The program offers one additional warrant for every three exercised during a 30‑day “Incentive Period” (Jan 20 – Feb 19 2026), potentially issuing up to 2,666,666 Incentive Warrants and generating gross proceeds of up to C$6 million.
• Incentive Warrns carry an exercise price of C$1.00, a one‑year term, and are subject to statutory hold periods and TSXV exchange hold requirements.

Key Details

• Warrant Terms: Original warrants issued Sep 10 2025; exercise price C$0.75; expiry Mar 10 2027 (subject to acceleration).
• Incentive Period: Jan 20 2026 – Feb 19 2026, 4:30 pm Vancouver time.
• Incentive Ratio: 1 additional warrant for every 3 exercised warrants during the Incentive Period.
• Maximum Issuance: Up to 2,666,666 Incentive Warrants if all 8,000,000 original warrants are exercised within the period.
• Potential Proceeds: Up to C$6 million in gross proceeds from the exercise of Incentive Warrants (assuming full participation).
• Exercise Price of Incentive Warrants: C$1.00 per common share; exercisable for one year from issuance.
• Hold Requirements: All shares issued upon exercise are subject to original statutory hold periods and TSXV exchange hold periods.
• Insider Participation: No insiders are expected to participate in the program.
• Regulatory Status: Program remains subject to final acceptance by the TSX Venture Exchange; release includes standard Regulation S safe‑harbor language for U.S. persons.

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

Materiality Assessment: Non‑Material – Positive (the program provides a potential financing boost but is conditional and does not constitute a definitive capital raise).