Organto Foods Inc. Implements Early Warrant Exercise Incentive Program

Rhea-AI Summary

Organto Foods (TSXV:OGO / OTCQX:OGOFF) received conditional TSXV acceptance for an early exercise incentive program covering 8,000,000 warrants issued Sept 10, 2025. Holders who voluntarily exercise during the 30-day Incentive Period from Jan 20, 2026 to Feb 19, 2026 (4:30pm VT) will receive one additional Incentive Warrant for every three warrants exercised. Original warrants exercise at C$0.75 until Mar 10, 2027; Incentive Warrants exercise at C$1.00 for one year and are not subject to acceleration. If all warrants are exercised in the period, up to 2,666,666 Incentive Warrants could be issued for gross proceeds up to $6,000,000. Program is subject to final TSXV acceptance and applicable Canadian hold periods; not being offered to U.S. persons.

Positive

• Conditional TSXV acceptance for Incentive Program covering 8,000,000 warrants
• Incentive structure may accelerate cash inflows up to $6.0M if fully exercised
• Incentive Warrants priced at C$1.00 for one year could add capital upon exercise

Negative

• Existing warrants exercise price of C$0.75 could cause dilution to shareholders if exercised
• Maximum 2,666,666 Incentive Warrants represent further potential dilution if issued
• Program remains subject to final TSXV acceptance, creating conditional execution risk

News Market Reaction

+4.44%

1 alert

+4.44% News Effect

On the day this news was published, OGOFF gained 4.44%, reflecting a moderate positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Not for distribution to U.S. news wire services or dissemination in the United States.

VANCOUVER,BC AND BREDA, THE NETHERLANDS / ACCESS Newswire / January 19, 2026 / Organto Foods Inc. (TSXV:OGO)(OTCQX:OGOFF)(FSE:OGF0), ("Organto" or the "Company") today announced that it has received TSX Venture Exchange ("TSXV") conditional acceptance of the early exercise incentive program (the "Incentive Program") relating to an aggregate of 8,000,000 warrants (the "Warrants"), as previously announced in the Company's news release dated January 2, 2026.

The Warrants were issued on September 10, 2025, in connection with the completion of a non-brokered private placement of units (the "Private Placement"). Each Warrant entitles the holder to purchase one common share in the capital of the Company (a "Common Share") at an exercise price of C$0.75 until March 10, 2027, subject to acceleration in accordance with its terms.

Under the Incentive Program, holders of Warrants who voluntarily exercise their Warrants during a 30-day period (the "Incentive Period") commencing January 20, 2026 and expiring at 4:30 pm (Vancouver time) on February 19, 2026 (the "Incentive Program Expiry Time"), will be entitled to receive one additional common share purchase warrant for every three (3) Warrants exercised (the "Incentive Warrants"). Each Incentive Warrant will entitle the holder to purchase one Common Share at an exercise price of C$1.00 for a period of one (1) year from the date of issuance. The Incentive Warrants will not be subject to acceleration.

The Incentive Program is intended to encourage the early exercise of the Warrants during the Incentive Period. Any Warrants that are not exercised prior to the Incentive Program Expiry Time will continue to be exercisable on their original terms until their original expiry date.

If all outstanding Warrants issued pursuant to the Private Placement are exercised prior to the Incentive Program Expiry Time, a maximum of up to 2,666,666 Incentive Warrants could be issued pursuant to the Incentive Program for gross proceeds of up to $6,000,000. No fractional Incentive Warrants will be issued, and any fractional entitlements will be rounded down to the nearest whole number in the event of that the number of Warrants exercised by a holder is not a multiple of three.

Any Common Shares issued upon exercise of Warrants will be subject to the original statutory hold period applicable to such Warrants and the Common Shares issuable thereunder, and any Incentive Warrants issued pursuant to the Incentive Program (including any Common Shares issuable pursuant to the exercise thereof), will be subject to applicable statutory hold periods under Canadian securities laws as well as an Exchange Hold Period (as defined under the policies of the TSXV). No insiders of the Company are expected to participate in the Incentive Program.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein to, or for the account or benefit of, persons in the United States or U.S. persons ("U.S. Persons"), as such term is defined in Regulation S under the United States Securities Act of 1933, as amended (the "1933 Act"). The securities described herein have not been and will not be registered under the 1933 Act or any state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. Persons unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

The Incentive Program, including the issuance of the Incentive Warrants, remains subject to final acceptance by the TSXV.

On Behalf of the Board

Steve Bromley
Co-Chair and CEO

Neither the TSX Venture Exchange nor it 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 plans in respect of the Incentive Program; 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: that TSXV final acceptance of the Incentive Program will be obtained in a timely manner; all conditions precedent to the issuance of the Incentive Warrants will be satisfied in a timely manner and on acceptable terms. 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

What are the key dates for Organto's early warrant exercise program (OGOFF)?

The Incentive Period runs from Jan 20, 2026 to Feb 19, 2026 (4:30pm Vancouver time); original warrants expire Mar 10, 2027.

How does the Incentive Program for OGOFF warrants work and what ratio applies?

Holders who voluntarily exercise warrants during the period receive 1 Incentive Warrant per 3 warrants exercised; Incentive Warrants exercise at C$1.00 for one year.

What proceeds could Organto raise if all warrants are exercised under the incentive program?

If all outstanding warrants from the private placement are exercised prior to the expiry, gross proceeds could be up to $6,000,000.

How many Incentive Warrants could be issued under the OGOFF program?

A maximum of up to 2,666,666 Incentive Warrants could be issued if all 8,000,000 warrants are exercised during the Incentive Period.

Will insiders participate in Organto's warrant incentive program (OGOFF)?

No insiders of the company are expected to participate in the Incentive Program.

Are Organto's warrants or Incentive Warrants available to U.S. persons?

No; the securities described are not being offered to U.S. persons and are not registered under the U.S. Securities Act.