Organto Foods Announces Intention to Prepay Outstanding Debentures

Rhea-AI Summary

Organto Foods (TSX-V:OGO / OTCQB:OGOFF) announced it has delivered a Prepayment Notice for its outstanding convertible debentures totaling $2,340,850 as of October 23, 2025, with a Prepayment Date of November 28, 2025. The debentures bear interest at 10% per annum and are convertible at $0.60 per share.

If no holders convert, the company expects an aggregate cash payment of $2,549,679 (principal $2,340,850 plus unpaid interest $206,829). If all holders convert, Organto expects to issue 3,901,417 shares and pay approximately $206,829 in unpaid interest.

Positive

• Debt principal of $2,340,850 targeted for prepayment
• Prepayment could eliminate 10% annual interest on debentures

Negative

• Maximum cash outflow of $2,549,679 if no conversions occur
• Potential dilution of 3,901,417 shares if fully converted

VANCOUVER, BC AND BREDA, NETHERLANDS / ACCESS Newswire / October 24, 2025 / Organto Foods Inc. (TSX-V:OGO)(OTCQB:OGOFF) ("Organto" or the "Company"), today announced that as part of its ongoing efforts to reduce debt and strengthen its financial position, the Company has elected to give notice of prepayment to the holders of its outstanding December 2024 series A, December 2024 series B, February 2025 and March 2025 series of convertible debentures in the aggregate principal amount of $2,340,850 outstanding as at October 23, 2025, bearing interest at the rate of 10% per annum (the "Convertible Debentures").

Pursuant to the terms of the Convertible Debentures, the Company may prepay the principal sum owing under the Convertible Debentures in whole or in part, together with any unpaid interest thereon calculated to the date of prepayment (the "Prepayment Date") without penalty by providing written notice (the "Prepayment Notice") to the holders of the Convertible Debentures (the "Holders") 30 days prior to the Prepayment Date, during which time the Holders may exercise their conversion rights in the manner set out in the certificates representing the Convertible Debentures.

The Company is delivering the Prepayment Notice to the Holders advising them that Friday, November 28, 2025, has been set as the Prepayment Date. Pursuant to the terms of the Convertible Debentures, Holders have the right to convert their Convertible Debentures (the "Conversion Right") into common shares of the Company ("Shares") at a conversion price of $0.60 per Share.

In the event that no Holders exercise their Conversion Right prior to the Prepayment Date, the Company expects that the aggregate cash payment to be made to Holders in respect of all outstanding Convertible Debentures will be $2,549,679, comprised of the principal sum totaling $2,340,850 and unpaid interest to the Prepayment date of totaling $206,829. In the event that all Holders exercise 100% of their Conversion Right prior to the Prepayment Date, the Company expects to issue an aggregate of 3,901,417 Shares and pay an aggregate cash payment in the amount of approximately $206,829 to Holders in respect of the conversion of the Convertible Debentures and payment in full of all unpaid interest.

ON BEHALF OF THE BOARD

Steve Bromley
Co-Chair and CEO

For more information, contact:
Investor Relations
John Rathwell, Senior Vice President Corporate Development
647 629 0018
info@organto.com

ABOUT ORGANTO

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 expected timing of the prepayment of the Convertible Debentures and the anticipated amount(s) of Shares, principal sum and interest to be issued and/or paid, as applicable upon the completion of the prepayment of the Convertible Debentures. Forward-looking statements are based on a number of assumptions that may prove to be incorrect, including, without limitation, the assumption that all applicable regulatory and/or other requisite approvals, if required, will be obtained in a timely manner and on acceptable terms; that the Company will have sufficient cash on hand to satisfy its prepayment obligations in full; and that all conditions precedent to the prepayment and/or conversion of the Convertible Debentures will be satisfied in a timely 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 including 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.

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.

SOURCE: Organto Foods, Inc.

View the original press release on ACCESS Newswire

FAQ

What did Organto (OTCQB:OGOFF) announce on October 24, 2025 about its debentures?

Organto delivered a Prepayment Notice setting November 28, 2025 as the Prepayment Date for outstanding convertible debentures totaling $2,340,850.

What is the conversion price for Organto debentures (OGOFF)?

Holders may convert convertible debentures into shares at a conversion price of $0.60 per share.

How much cash will Organto pay if no debenture holders convert before November 28, 2025?

If no conversions occur, Organto expects an aggregate cash payment of $2,549,679 (principal plus unpaid interest).

How many shares will Organto issue if all debentures convert (OGOFF)?

If all holders convert 100%, Organto expects to issue an aggregate of 3,901,417 shares.

What interest rate applies to Organto's convertible debentures announced October 24, 2025?

The convertible debentures bear interest at 10% per annum.