Organto Foods Inc. Announces Prepayment of Convertible Notes

Optimizes Capital Structure and Financial Flexibility

VANCOUVER, BC AND BREDA, NETHERLANDS / ACCESS Newswire / November 17, 2025 / Organto Foods Inc. (TSX-V:OGO)(OTCQX:OGOFF)(FSE:OGF0) (“Organto” or the “Company”), is pleased to announce that it has completed the previously announced prepayment of all outstanding 10% convertible notes totaling CDN $2,340,850, as part of the Company’s ongoing efforts to optimize its capital structure and position for anticipated growth.

As previously announced on October 24, 2025, the Company provided 30 days’ notice to holders of the convertible notes of its intention to prepay the outstanding notes, including all interest accrued through November 24, 2025. During the notice period, debenture holders had the option to convert their notes at a conversion price of $0.60 per common share; however, 100% of holders elected to receive a cash payment in lieu of conversion. As a result, the Company has repaid principal of CDN $2,340,850 plus accrued interest of $206,829 to note holders.

The prepaid convertible notes were originally scheduled to mature in tranches through March 2027, with $922,000 due in December 2025 and $148,000 due in February 2026, followed by additional maturities in December 2026, February 2027, and March 2027. These debentures were convertible into common shares at a conversion price of $0.60 per common share and could have been force-converted if the Company’s stock traded at or above $0.90 per share for a period of ten consecutive trading days.

“The proactive prepayment of these convertible notes is a key part of our broader financing strategy,” said Steve Bromley, Co-Chair and CEO of Organto Foods Inc. “By removing the potential dilution and debt service costs related to these convertible securities, we believe we are positioning our business for greater flexibility and improved cash flow as we execute on plans to continue to advance our global organic and fairtrade foods platform. This action reflects our confidence in our business, our commitment to sustainable growth, and our focus on the creation of long-term shareholder value.”

ON BEHALF OF THE BOARD

Steve Bromley
Co-Chair and CEO
For more information, contact:

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-efficient 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 completion of the prepayment of the Convertible notes and accrued interest; Organto’s belief that by removing the potential dilution and debt service costs related to these convertible securities, the Company is better positioned for greater flexibility and improved cash flow as it executes on plans to continue to advance its global organic and fairtrade foods platform; and Organto’s belief that this action reflects its confidence in its business, its commitment to sustainable growth, its focus on the creation of long-term shareholder value. . Forward-looking statements are based on several assumptions that may prove to be incorrect, including, without limitation, the assumption that the timing and completion of the prepayment of the Convertible Notes (including payment of principal and interest), the anticipated elimination of dilution risk, the expectation that the remaining debt will be fully discharged by year-end. 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.

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