VANCOUVER, BC — January 13, 2026 — Leads & Copy — Organto Foods Inc. has announced its intention to implement an early exercise incentive program related to an aggregate of 8,000,000 warrants, subject to acceptance by the TSX Venture Exchange.
The incentive program is intended to encourage the early exercise of the warrants during an incentive period. The warrants were issued on September 10, 2025, in connection with the completion of a non-brokered private placement of units. Each warrant entitles the holder to purchase one common share in the capital of the Company at an exercise price of C$0.75 until March 10, 2027, subject to acceleration in accordance with its terms.
Under the proposed Incentive Program and subject to TSXV approval, holders of Warrants who voluntarily exercise their Warrants during a 30-day period commencing on the date on which TSXV conditional approval is obtained in respect of the Incentive Program] and expiring at [4:30 pm (Vancouver time)] on the date that is 30 days thereafter] (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 would 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.
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. No insiders of the Company are expected to participate in the Incentive Program.
As announced in the Company’s July 18, 2025, news release, the Company recently issued 1,475,385 shares in December 2025 to management and employees to settle $575,400 of bonuses granted in 2024.
In November and December 2025, 90,000 shares were issued upon the conversion of restricted share units, and 50,000 shares were issued upon the exercise of stock options.
The Incentive Program, including the issuance of the Incentive Warrants, remains subject to acceptance by the TSXV. There is no assurance that the Incentive Program will be implemented as proposed or at all.
Steve Bromley is Co-Chair and CEO of Organto Foods.
John Rathwell is SVP, Corporate Development, john.rathwell@organto.com.
Source: Organto Foods
