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:
https://www.accessnewswire.com/newsroom/en/consumer-and-retail-products/organto-foods-inc.-implements-early-warrant-exercise-incentive-program-1129149
