Organto Foods Announces Completion of $8.0 Million Private Placement Financing

Rhea-AI Summary

Organto Foods (OTCQB:OGOFF) has successfully completed a non-brokered private placement, raising C$8.0 million through the issuance of 16 million units at C$0.50 per unit. Each unit comprises one common share and half a warrant, with each full warrant exercisable at C$0.75 until March 10, 2027.

The company paid C$600,000 in finder's fees and issued 1.2 million finder warrants exercisable at C$0.50. The proceeds will fund the growth of Organto's organic and fair-trade produce platform, technology development, working capital, and potential short-term debt repayment. All securities are subject to a hold period until January 11, 2026.

Positive

• Raised significant capital of C$8.0 million to fund growth initiatives
• Warrants provide potential additional funding at C$0.75 per share
• Proceeds will support organic growth and technology development

Negative

• Significant dilution through issuance of 16 million new units
• High finder's fees of C$600,000 plus 1.2 million warrants
• Extended hold period restrictions until January 2026

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, BC / ACCESS Newswire / September 10, 2025 / Organto Foods Inc. (TSXV:OGO)(OTCQB:OGOFF) ("Organto" or the "Company") is pleased to announce that it has completed its previously announced non-brokered private placement (the "Private Placement"), pursuant to which the Company has issued 16,000,000 units of the Company (the "Units") at a price of C$0.50 per Unit for gross proceeds of C$8,000,000.

Each Unit consists of one common share in the capital of the Company (a "Common Share") and one-half of a common share purchase warrant of the Company (each whole such warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share (a "Warrant Share") at a price per Warrant Share of C$0.75 until March 10, 2027 (the "Expiry Date"), subject to the right of the Company to accelerate the Expiry Date to a date that is 30 days following dissemination of a news release announcing such acceleration if, at any time, after the date of issuance of the Warrants, the closing price of the Common Shares on the TSX Venture Exchange (the "TSXV") equals or exceeds C$1.00 for a period of 10 consecutive trading days.

In consideration for arranging the Private Placement, the Company has paid finder's fees comprised of a cash commission in the amount of $600,000 and warrants ("Finder Warrants") to purchase up to 1,200,000 Common Shares ("Finder Warrant Shares") at an exercise price of C$0.50 until March 10, 2027.

Net proceeds from the Private Placement are intended to be used to continue the growth of the Company's organic and fair-trade fruit and vegetable products platform, to further develop the Company's technology platform, and to support general working capital requirements, and may also be used to repay part of the Company's short-term debt.

The Common Shares, Warrants, Finder Shares and any Warrant Shares and Finder Warrant Shares issued upon exercise of the Warrants and Finder Warrants, as applicable (collectively, the "Securities"), are subject to a hold period and may not be traded until January 11, 2026, except as permitted by appliable securities legislation. Further, all Securities issued pursuant to the Private Placement twelve-month contractual restriction on transfer commencing on the date of issuance and ending on the first anniversary thereof.

The closing of the Private Placement remains subject to the final approval of the TSXV.

ON BEHALF OF THE BOARD

Steve Bromley
Chairman and CEO

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:

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

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. Forward-looking statements are based on a number of assumptions that may prove to be incorrect, including, without limitation, the assumption that the Company and all other parties will be able to satisfy stock exchange and other regulatory requirements in a timely manner; that final TSXV approval will be granted in a timely manner subject only to standard conditions (if any); the availability of further financing for on reasonable terms, and the ability of third party service providers to deliver services in a timely manner and that market fundamentals will not change in a materially adverse manner. 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, 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 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.

SOURCE: Organto Foods, Inc.

View the original press release on ACCESS Newswire

FAQ

How much did Organto Foods (OGOFF) raise in their September 2025 private placement?

Organto Foods raised C$8.0 million through a private placement of 16 million units priced at C$0.50 per unit.

What are the terms of Organto Foods' warrants from the September 2025 financing?

Each warrant allows holders to purchase one common share at C$0.75 until March 10, 2027, with potential acceleration if shares trade at C$1.00 for 10 consecutive days.

How will Organto Foods use the proceeds from the C$8M private placement?

The proceeds will be used to grow their organic and fair-trade produce platform, develop their technology platform, support working capital, and potentially repay short-term debt.

What are the lock-up restrictions for Organto Foods' September 2025 private placement?

The securities have a hold period until January 11, 2026 and are subject to a twelve-month contractual restriction on transfer from the issuance date.

What fees did Organto Foods pay for the C$8M private placement?

Organto paid C$600,000 in cash finder's fees and issued 1.2 million finder warrants exercisable at C$0.50 until March 10, 2027.