Organto Foods Receives Notification of Change in Ownership of November 2026 8.0% Convertible Debentures

Rhea-AI Summary

Organto Foods Inc. (TSXV:OGO)(OTC PINK:OGOFF) announced that Antares Capital Management has acquired over 67% of the company's outstanding 5-year, 8.0% convertible unsecured subordinated debentures, with an aggregate face value of $8,050,000. These debentures are due November 30, 2026.

Under the trust indenture terms, Antares must extend the same purchase offer to all remaining debenture holders. Organto will coordinate with Computershare Trust Company of Canada to facilitate this offer. The company has also agreed to discuss potential restructuring of the debentures' terms with Antares.

CEO Steve Bromley expressed appreciation for Antares' transparency and willingness to explore potential debenture restructuring options that would benefit all stakeholders.

Positive

• Potential restructuring of debentures could improve debt terms
• Single majority debenture holder may streamline debt negotiations

Negative

• Significant debt concentration (67%) with single holder creates dependency risk
• Restructuring discussions indicate potential concerns about current debt terms

TORONTO, ON / ACCESS Newswire / March 11, 2025 / Organto Foods Inc. (TSXV:OGO)(OTC PINK:OGOFF) ("Organto" or the "Company"), today announced that it has received notification from Antares Capital Management Ltd. ("Antares"), a private corporation, that it has purchased over 67.0% of the Company's outstanding 5 year, 8.0% convertible unsecured subordinated convertible debentures, due November 30, 2026 (the "Debentures") with an aggregate face value of $8,050,000.

Under the terms of the trust indenture governing the Debentures, Antares is required to make an offer to all Debenture holders to acquire their Debentures on the same terms on which Antares acquired its Debentures, which Antares has advised the Company it is willing and able to do. As a result, the Company will facilitate the coordination with Computershare Trust Company of Canada, as the trustee of the Debentures, to deliver such offer to all remaining Debenture holders. Debenture holders who wish to contact Antares are free to email info@antaresgroup.net.

The Company has also committed to engage in discussions with Antares to explore the potential to restructure the terms of the Debentures in a mutually acceptable manner.

"We appreciate Antares' transparency in disclosing its position to Organto and the opportunity to explore the benefits of a potential restructuring of the Debentures," said Steve Bromley, CEO of Organto Foods Inc. "We are committed to maintaining a productive dialogue to ensure that any negotiated terms align with the best interests of all stakeholders."

Further updates will be provided as discussions progress.

ON BEHALF OF THE BOARD

Steve Bromley
Chair and CEO

For more information, contact:

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

ABOUT ORGANTO

Organto is a leading provider of branded, private label, and distributed organic and non-GMO fruit and vegetable products using a strategic asset-lighter business model to serve a growing socially responsible and health-conscious consumers. 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 discussions with Anatares with regards to the possible restructuring of the Debentures. Forward-looking statements are based on a number of assumptions that may prove to be incorrect, including, without limitation, the assumption that the Company will be able to resolve any and all issues that may arise during the negotiation, restructuring and/or settlement of the Debentures in a timely manner; that all applicable regulatory and/or other requisite approvals will be obtained in a timely manner and on acceptable terms; and that all conditions precedent to the restructuring and/ or settlement of the Debentures will be satisfied I 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, uncertainty regarding the outcome of negotiations with Antares; 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.

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 percentage of Organto Foods (OGOFF) convertible debentures did Antares Capital acquire?

Antares Capital Management acquired over 67% of Organto Foods' convertible debentures, worth $8,050,000 in face value.

When do Organto Foods' (OGOFF) convertible debentures mature?

The convertible debentures mature on November 30, 2026.

What is the interest rate on Organto Foods' (OGOFF) convertible debentures?

The convertible debentures carry an 8.0% interest rate.

What are the next steps for remaining Organto Foods (OGOFF) debenture holders?

Remaining debenture holders will receive an offer from Antares to purchase their debentures under the same terms, coordinated through Computershare Trust Company.