Vancouver, British Columbia, Canada, and Breda, the Netherlands – February 20, 2026 – Organto Foods Incorporated (TSX-V: OGO, OTCQX: OGOFF, FSE: OGF0) (“Organto” or the “Company”) is pleased to report that, further to its news releases dated January 2, 2026 and January 19, 2026 regarding its early warrant exercise incentive program (the “Incentive Program”), the Company has now completed the Incentive Program. The Company will now issue 7,760,000 common shares for aggregate gross proceeds of $5,820,000 from the exercise of 7,760,000 previously issued and outstanding common share purchase warrants (the “Warrants”).
The Incentive Program applied to an aggregate of 8,000,000 Warrants originally issued on September 10, 2025, as part of the non-brokered private placement of units completed by the Company on that date. The 240,000Warrants which were not exercised under the Incentive Program remain exercisable at C$0.75 per common share until March 10, 2027, subject to acceleration in accordance with their original terms.
Steve Bromley Chief Executive Officer & Co-Chair stated “We sincerely thank our shareholders for the early exercise of their warrants demonstrating continued support and confidence in the Company. The additional $5.8 million places Organto in a strong financial position, enabling us to accelerate the ongoing expansion of our core operations while also pursuing strategic acquisition opportunities. We are focused on identifying transactions that are highly synergistic, enhance our platform, and deliver meaningful long-term value creation for the Company and its shareholders. With this strengthened balance sheet, we believe we are well positioned to execute on our growth strategy and capitalize on emerging opportunities within our sector.”
Under the terms of the Incentive Program, holders who exercised Warrants during the incentive period, which expired on February 19, 2026, receive, for every three (3) Warrants exercised, one additional common share purchase warrant (an “Incentive Warrant”).
On completion of the Incentive Program, the Company will now issue a total of 2,588,667 Incentive Warrants. Each Incentive Warrant entitles the holder to acquire one additional common share of the Company at an exercise price of C$1.00 per share for a period of one (1) year from the date of issuance. The 7,760,000 shares to be issued on the exercise of the Warrants are subject to a hold period expiring on September 10. 2026.
All Incentive Warrants issued, and any common shares issued upon exercise thereof, are subject to a four-month statutory hold period as required under Canadian securities laws and policies of the TSX Venture Exchange.
The net proceeds from the Incentive Program will be used to fund growth and for general corporate and working capital purposes.
United States Securities Law Disclosure
The securities issued pursuant to the Incentive Program have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any applicable U.S. state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons unless registered under the U.S. Securities Act and applicable state laws or pursuant to available exemptions therefrom. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful.
ON BEHALF OF THE BOARD,
Steve Bromley
Co-Chair and Chief Executive Officer
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.
For more information contact:
John Rathwell
Senior Vice President
Corporate Development
647-629-0018
About Organto Foods
Organto Foods Inc. (TSX-V: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.