NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, BC, AND BREDA, THE NETHERLANDS / ACCESS Newswire / August 29, 2025 / Organto Foods Inc. (TSXV:OGO)(OTCQB: OGOFF) (“Organto” or the “Company”) is pleased to announce that it has closed its previously announced non-brokered private placement of 16,000,000 units (the “Units”) of the Company for gross proceeds of $8.0 million (see press releases dated July 31, 2025 and August 19, 2025).
The Units were issued at a price of $0.50 per Unit, with each Unit consisting of one common share in the capital of the Company (a “Common Share”) and one-half common share purchase warrant of the Company (the “Private Placement”).
Each full Warrant entitles the holder to acquire one Common Share (a “Warrant Share”) at a price per Warrant Share of C$0.75 for a period of 18 months from the closing date of the Private Placement, subject to acceleration.
The Warrants are subject to the right of the Company to accelerate the expiry date of the Warrants to a date that is 30 days following dissemination of a news release announcing such acceleration if, at any time, after the closing date, the closing price of the Company’s common shares equals or exceeds $1.00 for a period of ten consecutive trading days on the TSX Venture Exchange.
All securities issued pursuant to the Private Placement will be subject to a hold period of four months and one day from their date of issuance in accordance with applicable Canadian securities laws, as well as a twelve-month contractual restriction on transfer commencing on the date of issuance and ending on the first anniversary of the date of issuance.
The Company has agreed to pay finder’s fees on the Private Placement comprised of fees payable in cash of 7.5% of the gross proceeds or $600,000, plus an additional 7.5% of the gross proceeds via the issuance of 1,200,000 common share warrants with an exercise price of $0.50 per common share warrant, exercisable for a period of 18 months from the closing of the Private Placement.
Net proceeds from the Private Placement are intended to be used to continue the growth of the Company’s organic and fairtrade fruit and vegetable products platform, further develop the Company’s technology platform, support general working capital requirements, and may also be used to repay part of the Company’s short-term debt.
Completion of the Private Placement remains subject to the approval of the TSX Venture Exchange as well as all other requisite corporate, regulatory and security holder approvals, as applicable.
Steve Bromley, Co-Chair and Chief Executive Officer, commented. “I am very pleased to welcome this new supportive group of international investors, and I would also like to thank our existing shareholders for their continued confidence. This financing strengthens our capital position and positions us to accelerate the expansion of our organic and fair-trade fruit and vegetable platform, all the while staying focused on growing our sales and distribution channels, improving our EBITDA margins, and pursuing strategic growth initiatives. With this support, we are well-positioned to continue to grow our healthy products portfolio, drive stronger results, and also drive greater impact for our customers and communities.”
ON BEHALF OF THE BOARD,
Steve Bromley
Co-Chair and Chief Executive Officer
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
For more information contact:
[email protected]
John Rathwell, Senior Vice President, Corporate Development
647-629-0018
ABOUT ORGANTO FOODS
Organto is an integrated provider of branded, private label, and distributed organic, fairtrade and non-GMO fruit and vegetable products using a strategic asset-lighter business model to serve a growing socially responsible and health-conscious consumer around the globe. Organto’s business model is rooted in its commitment to sustainable business practices focused on environmental responsibility and a commitment to the communities where it operates, its people, and its shareholders.
FORWARD LOOKING STATEMENTS
This news release may include certain forward-looking information and statements, as defined by law, including, without limitation, Canadian securities laws and the “safe harbor” provisions of the US Private Securities Litigation Reform Act (“forward-looking statements”). In particular, and without limitation, this news release contains forward-looking statements respecting the anticipated use of proceeds from the Private Placement, the Company’s continued confidence in its growth strategy, the Company’s belief that this financing strengthens the Company’s capital position and in doing so positions the Company to accelerate the expansion of its organic and fair-trade fruit and vegetable platform, all the while staying focused on growing its sales and distribution channels, improving its EBITDA margins, and pursuing strategic growth initiatives, and the Company’s belief that it is well-positioned to continue to grow its healthy products portfolio, driving stronger results, and also driving greater impact for its customers and communities. Forward-looking statements are based on a number of assumptions that may prove to be incorrect, including, without limitation, the assumption that the Company will be able to complete the Private Placement and obtain all regulatory and requisite approvals in a timely manner and on acceptable terms There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in forward-looking statements in this news release include, among others, uncertainty regarding the regulatory risks; risks related to market volatility and economic conditions; risks related to unforeseen delays; and risks that necessary financing will be unavailable when needed. For further information on these and other risks and uncertainties that may affect the Company’s business, see the “Risks and Uncertainties” and “Forward-Looking Statements” sections of the Company’s annual and interim management’s discussion and analysis filings with the Canadian securities regulators, which are available under the Company’s profile at http://www.sedarplus.ca. Except as required by law, Organto does not assume any obligation to release publicly any revisions to forward-looking statements contained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
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