Organto Announces Failure-to File Cease Trade Order

Organto Foods Inc. (TSXV:OGO)(OTC PINK:OGOFF) ("Organto" or the "Company"), a leading provider of organic and non-GMO fruit and vegetable products, today announces that the British Columbia Securities Commission (the "BCSC") as the principal regulator of the Company issued a failure-to-file case trade order (the "FFCTO") to the Company under Multilateral Instrument 11-103 - Failure-To-File Cease Trade Orders In Multiple Jurisdictions, prohibiting the trading in or the purchasing of any securities of the Company by any person or company in Canada, including trades in the Company's common shares made through the TSX Venture Exchange, except in accordance with the following conditions for so long as the FFCTO order remains in effect:

- a beneficial securityholder of the Company who is not, and was not at the date of the FFCTO an insider or control person of the Company, may sell securities of the Company acquired before the date of July 16, 2024 if both of the following apply: (a) the sale is made through a "foreign organized regulated market", as defined in section 1.1 of the Universal Market Integrity Rules of the Canadian Investment Regulatory Organization; and (b) the sale is made through an investment dealer registered in a jurisdiction of Canada in accordance with applicable securities legislation.

The FFCTO was issued as a result of the delay in the filing of the Company's annual audited financial statements and related management's discussion and analysis for the fiscal year ended December 31, 2023, and related filings (the "Annual Filings"), as well as the Company's interim financial statements and related management's discussion and analysis for the three-month period ended March 31, 2024, and related filings (the "Interim Filings"). Under National Instrument 51-102 - Continuous Disclosure Obligations, the Annual Filings were required to be made no later than April 29, 2024, and the Interim Filings were required to be made no later than May 30, 2024.

The BCSC had previously granted, on May 1, 2024, a management cease trade order, which has been revoked and replaced by the FFCTO dated July XX, 2024.

The Company is working diligently with its auditors to facilitate the completion of the Annual Filings as soon as practicable.

In the normal course, the Company also expects to announce its first quarter 2024 financial results and file the Interim Filings in early August.

The Company is not subject to any insolvency proceedings. There is no material information concerning the affairs of the Company that has not been generally disclosed.

ON BEHALF OF THE COMPANY

Steve Bromley
Chair 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 an integrated provider of branded, private label, and distributed organic and non-GMO fruit and vegetable products using a strategic asset-light 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 of 1995 ("forward-looking statements"). In particular, and without limitation, this news release contains forward-looking statements respecting the Company's position that it continues to work diligently towards completing the Required Filings as soon as possible. Forward-looking statements are based on a number of assumptions that may prove to be incorrect, including without limitation assumptions about the following: the ability and time frame within which Organto's business model will be implemented and product supply will be increased; cost increases; dependence on suppliers, partners, and contractual counter-parties; changes in the business or prospects of Organto; unforeseen circumstances; risks associated with the organic produce business generally, including inclement weather, unfavorable growing conditions, low crop yields, variations in crop quality, spoilage, import and export laws, and similar risks; transportation costs and risks; general business and economic conditions; and ongoing relations with distributors, customers, employees, suppliers, consultants, contractors, and partners. The foregoing list is not exhaustive and Organto undertakes no obligation to update any of the foregoing except as required by law.

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.