Organto Foods Completes Warrant Exercise Incentive Program

Rhea-AI Summary

Organto Foods (TSXV:OGO, OTCQX:OGOFF) completed its early warrant exercise incentive program on February 19, 2026, issuing 7,760,000 common shares for aggregate gross proceeds of $5,820,000.

The company will also issue 2,588,667 Incentive Warrants exercisable at C$1.00 for one year; 240,000 original warrants remain exercisable at C$0.75 until March 10, 2027. Net proceeds are for growth, corporate and working capital purposes.

Positive

• Raised $5.82M from warrant exercises
• Issued 7.76M new common shares, strengthening liquidity
• Granted 2.588M Incentive Warrants at C$1.00, aligning holder incentives

Negative

• Existing 240,000 warrants remain outstanding at C$0.75 until March 10, 2027, posing potential dilution
• Issued shares subject to hold period until September 10, 2026, delaying free float expansion

VANCOUVER, BC AND BREDA, THE NETHERLANDS / ACCESS Newswire / February 20, 2026 / Organto Foods Incorporated (TSXV:OGO)(OTCQX:OGOFF)(FSE:OGF0) ("Organto" or the "Company") is pleased to report that, further to its news releases dated January 2, 2026 and January 19, 2026 regarding its early warrant exercise incentive program (the "Incentive Program"), the Company has now completed the Incentive Program. The Company will now issue 7,760,000 common shares for aggregate gross proceeds of $5,820,000 from the exercise of 7,760,000 previously issued and outstanding common share purchase warrants (the "Warrants").

The Incentive Program applied to an aggregate of 8,000,000 Warrants originally issued on September 10, 2025, as part of the non-brokered private placement of units completed by the Company on that date. The 240,000Warrants which were not exercised under the Incentive Program remain exercisable at C$0.75 per common share until March 10, 2027, subject to acceleration in accordance with their original terms.

Steve Bromley Chief Executive Officer & Co-Chair stated "We sincerely thank our shareholders for the early exercise of their warrants demonstrating continued support and confidence in the Company. The additional $5.8 million places Organto in a strong financial position, enabling us to accelerate the ongoing expansion of our core operations while also pursuing strategic acquisition opportunities. We are focused on identifying transactions that are highly synergistic, enhance our platform, and deliver meaningful long-term value creation for the Company and its shareholders. With this strengthened balance sheet, we believe we are well positioned to execute on our growth strategy and capitalize on emerging opportunities within our sector."

Under the terms of the Incentive Program, holders who exercised Warrants during the incentive period, which expired on February 19, 2026, receive, for every three (3) Warrants exercised, one additional common share purchase warrant (an "Incentive Warrant").

On completion of the Incentive Program, the Company will now issue a total of 2,588,667 Incentive Warrants. Each Incentive Warrant entitles the holder to acquire one additional common share of the Company at an exercise price of C$1.00 per share for a period of one (1) year from the date of issuance. The 7,760,000 shares to be issued on the exercise of the Warrants are subject to a hold period expiring on September 10. 2026.

All Incentive Warrants issued, and any common shares issued upon exercise thereof, are subject to a four-month statutory hold period as required under Canadian securities laws and policies of the TSX Venture Exchange.

The net proceeds from the Incentive Program will be used to fund growth and for general corporate and working capital purposes.

United States Securities Law Disclosure
The securities issued pursuant to the Incentive Program have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any applicable U.S. state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons unless registered under the U.S. Securities Act and applicable state laws or pursuant to available exemptions therefrom. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

On Behalf of the Board

Steve Bromley
Co-Chair and CEO

Neither the TSX Venture Exchange nor its Regulatory Services Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this new release.

Investor & Media Contact:

John Rathwell
SVP, Corporate Development
john.rathwell@organto.com
www.organto.com

About Organto Foods

Organto Foods Inc. (TSXV:OGO)(OTCQX:OGOFF)(FSE:OGF0) is a Canadian-headquartered company supplying certified organic and fairtrade produce to leading international retailers. Organto manages global sourcing, logistics and distribution through an integrated, capital-efficient model that connects growers and consumers with transparency, sustainability and operational excellence.

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 belief that the net proceeds from the Incentive Program will be used to fund growth and for general corporate and working capital purposes; Organto's belief that the early exercise of warrants demonstrates shareholder support and confidence in the Company; Organto's belief that the additional $5.8 million raised places Organto in a very strong financial position, enabling the Company to accelerate the ongoing expansion of is core operations while also pursuing strategic acquisition opportunities; Organto's belief that its acquisition efforts will identify transactions that are highly synergistic, enhance its platform, and deliver meaningful long-term value creation for the Company and its shareholders; Organto's belief that with a strengthened balance sheet, the Company is well positioned to execute on its growth strategy and capitalize on emerging opportunities within the foods sector; 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'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.

View the original press release on ACCESS Newswire

FAQ

How much capital did Organto (OGOFF) raise from the warrant exercise program on February 19, 2026?

Organto raised $5,820,000 from warrant exercises. According to the company, the proceeds come from the exercise of 7,760,000 warrants and will be used for growth, corporate needs, and working capital.

How many new shares did Organto (OGOFF) issue as part of the completed Incentive Program?

The company issued 7,760,000 common shares upon warrant exercise. According to the company, those shares were issued in exchange for exercised warrants and are subject to a hold period expiring September 10, 2026.

What are the terms of the Incentive Warrants issued by Organto (OGOFF)?

Organto issued 2,588,667 Incentive Warrants, each exercisable at C$1.00 for one year. According to the company, these were granted at a rate of one Incentive Warrant per three warrants exercised and carry a four-month statutory hold.

Are there any remaining warrants outstanding for Organto (OGOFF) after the Incentive Program?

Yes. 240,000 original warrants remain outstanding and exercisable at C$0.75 until March 10, 2027. According to the company, these unexercised warrants may be accelerated under their original terms.

How will Organto (OGOFF) use the funds raised from the warrant exercises?

Proceeds will be used for growth initiatives, general corporate purposes, and working capital. According to the company, the additional capital is intended to accelerate core operations expansion and support targeted strategic acquisition opportunities.