Organto Announces Non-Brokered Private Placement

Funds To Be Used To Capitalize on Growth Opportunities

TORONTO, ON and BREDA, THE NETHERLANDS / ACCESSWIRE / November 14, 2023 / Organto Foods Inc. (TSXV:OGO)(OTCQB:OGOFF)(FSE:OGF) ("Organto" or "the Company"), a leading provider of organic and non-GMO fresh fruit and vegetable products, today announced that it intends to raise up to CDN $2.0 million through a non-brokered private placement of common shares (the "Offering"). Insiders and cornerstone investors have committed to participate in this offering as per the proposed terms. The funds raised are expected to be used by the Company to fund growth opportunities and for general working capital purposes.

"We have realized strong growth in our business throughout 2023, and believe we are positioned to accelerate this growth in 2024, leveraging the retail customer base we have built, adding new customers to this base, expanding our supply partnerships to meet this demand, deepening our branded products presence, and expanding into new geographies. These growth investments will be made in concert with a strong focus on achieving positive EBITDA in the first half of 2024." commented Steve Bromley, Chair and Co-CEO of Organto Foods Inc. and Rients van der Wal, Co-CEO of Organto Foods Inc. and CEO of Organto Europe B.V."

Non-Brokered Private Placement

The Company intends to raise up to CDN $2.0 million in gross proceeds via a non-brokered private placement for 6,060,606 common shares at a price of $0.33 per share. The Offering is expected to close on or about November 28th, 2023, or such other date as determined by the Company, and is subject to certain conditions including, ‎but not limited to receipt of TSX Venture Exchange acceptance. The Company may pay certain eligible finders a finder's fee comprised of a cash commission of up ‎to 6% of the gross proceeds of the Offering and finder's warrants equal to up to 6% of ‎gross proceeds under the Offering. Such finder's warrants shall entitle the holder to acquire one ‎common share of the Company at a price of $0.50 for a period of 24 months from the Closing ‎Date. All securities issued in connection with the Offering will be subject to a hold period of four months from the date of closing.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall ‎there be any sale of any securities in any jurisdiction in which such offer, solicitation, or sale would ‎be unlawful including any of the securities in the United States of America. The securities have not ‎been and will not be registered under the United States Securities Act of 1933, as amended (the ‎‎"1933 Act"), or any state securities laws and may not be offered or sold within the United States or ‎to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) ‎unless registered under the 1933 Act and applicable state securities laws, or an exemption from ‎such registration requirements is available.‎

Investor Update Webinar

Steve Bromley and Rients Van der Wal, Co-CEOs of Organto will provide an update on current market trends, commercial and operational initiatives, and strategic growth plans, as well as details on Wednesday, November 15, 2023, at 10:00 am EDT.

If you have any questions, please send them in advance of the video presentation to john.rathwell@organto.com. We will do our best to address them after the presentation.

To join the webinar, please click on the URL below in advance of the meeting.

Time: November 15, 2023, 10:00 AM Eastern Time (US and Canada)

Join Zoom Meeting: https://us02web.zoom.us/j/88972989478

Find your local number: https://us02web.zoom.us/u/k7DbnZtKX

ON BEHALF OF THE COMPANY,

Steve Bromley
Chair and Co-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:

Investor Relations
info@organto.com
John Rathwell, Senior Vice President, Corporate Development and Investor Relations
647 629 0018

ABOUT ORGANTO

Organto is an integrated provider of branded, private label, and distributed organic and non-GMO fruit and vegetable products using a strategic asset-light 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 of 1995 ("forward-looking statements"). In particular, and without limitation, this news release contains forward-looking statements respecting Organto's business model and markets; Organto's intention to use the funds raised via this Offering to fund growth opportunities and for general working capital purposes; Organto's belief that it has realized strong growth in its business throughout 2023, and belief that it is positioned to accelerate this growth in 2024, via leveraging the retail customer base it has built, adding new customers, expanding its supply partnerships, deepening its branded products presence, and expanding into new geographies, in concert with a strong focus on achieving positive EBITDA in the first half of 2024; management's beliefs, assumptions, and expectations; and general business and economic conditions. Forward-looking statements are based on a number of assumptions that may prove to be incorrect, including without limitation assumptions about the following: the ability and time frame within which Organto will execute and implement the Consolidation; Organto's business model will be implemented and product supply will be increased; cost increases; dependence on suppliers, partners, and contractual counter-parties; changes in the business or prospects of Organto; unforeseen circumstances; risks associated with the organic produce business generally, including inclement weather, unfavorable growing conditions, low crop yields, variations in crop quality, spoilage, import and export laws, and similar risks; transportation costs and risks; general business and economic conditions; and ongoing relations with distributors, customers, employees, suppliers, consultants, contractors, and partners. The foregoing list is not exhaustive and Organto undertakes no obligation to update any of the foregoing except as required by law.

SOURCE: Organto Foods Inc.