VANCOUVER, BC, AND BREDA, THE NETHERLANDS / ACCESS Newswire / April 17, 2025 / Organto Foods Inc. (TSXV:OGO)(OTC PINK:OGOFF) ("Organto" or the "Company") today announced that it has entered into investor relations agreements and issued stock options to certain directors, officers and employees of the Company.
Engagement of 125389938 Cananda Inc. for Investor Relations Services
The Company has entered into an investor relations agreement (the "Agreement") with 12538938 Canada Inc. ("12538938"), a private company controlled by Peter Damouni, a director of the Company. Pursuant to the Agreement, 12538938 has agreed to provide strategic communication services to the Company, in consideration for a fee of C$7,500 per month during the term of the Agreement and the grant of stock options exercisable to purchase 700,000 common shares in the Company ("Common Shares") at a price of $0.20 per share for a period of 5 years (the "Consultant Options"). The Consultant Options vest as to 25% three months from the date of grant and 25% every three months thereafter. The Agreement is effective immediately for a period of twelve months expiring March 31, 2026, and may be terminated by either party upon 90 days' notice. 12538938 does not currently own any securities of the Company, but Mr. Damouni was issued previously 300,000 stock options for his role as a director of the Company.
The Agreement is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101") and is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 since, at the time was agreed to, neither the fair market of the subject matter of, nor the fair market value of the consideration for, the transaction, exceeds 25% of the Company's market capitalization.
Grant of Stock Options
The Company has also granted stock options (the "Options") exercisable to acquire up to 3,850,000 Common Shares to directors, officers and employees of the Company at a price of $0.20 per Common Share, expiring on April 17, 2029. Of the Options granted, 1,200,000 Options will vest as to 25% immediately and 25% every six months thereafter; and 2,650,000 Options will vest as to 20% immediately and 20% on each anniversary thereafter.
The Options and Consultant Options were granted pursuant to the Company's stock option plan which was last approved by shareholders at the annual meeting of shareholders on March 12, 2025 and remain subject to the approval of the TSX Venture Exchange.
Engagement of Atrium Research Corporation
Organto also announces that it has engaged the services of Toronto based Atrium Research Corporation ("Atrium"), a provider of issuer paid research, effective immediately. Atrium will produce a number of research reports based on publicly available information, industry data, and discussions with management to assist the Company in presenting its investment case to potential investors. In exchange for its services, Atrium will receive cash compensation in the amount of C$3,000 per month for a term of 12 months. The Company and Atrium are unrelated and unaffiliated entities and Atrium's compensation is not based on the achievement of any market-oriented factors. Neither Atrium nor its principals have any interest, directly or indirectly, in the securities of Organto.
ON BEHALF OF THE BOARD
Steve Bromley
Chairman 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 Company's investor relations service providers, their activities and the costs related thereto. 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 successful with its planned investor relations activities and that all requisite TSX Venture Exchange approvals will be received. 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 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.
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