Latest news with #OrgantoFoodsInc
Miami Herald
a day ago
- Business
- Miami Herald
Organto Foods Announces Final Settlement of Convertible Debenture Obligations
VANCOUVER, BC / ACCESS Newswire / June 20, 2025 / Organto Foods Inc. (TSXV:OGO)(OTC PINK:OGOFF) ("Organto" or the "Company") is pleased to announce that, as part of its efforts to reduce debt and increase equity in the Company, it has completed the previously announced settlement (the "Settlement") of its 8.0% convertible unsecured subordinated debentures due November 30, 2026 with an aggregate face value of C$8,050,000 (the "Debentures") (see the Company's news releases dated May 1, 2025, March 30, 2025, and March 11, 2025). Under the terms of the Settlement, all outstanding Debentures (including all principal amounts and all accrued and unpaid interest owing thereunder) were exchanged for the issuance by the Company of an aggregate of 40,250,000 common shares of the Company (the "Settlement Shares") at an issue price of $0.20 per Settlement Share for an aggregate issue price of $8,050,000. Each Debenture holder received the number of Settlement Shares that is equal to the aggregate principal amount of the Debentures held by such Debenture holder divided by $0.20. The Settlement Shares are subject to contractual restrictions on transfer whereby such shares will be released over a 30-month period from June 11, 2025, being the date of issuance of the Settlement Shares (the "Issue Date") as follows: 25% of the Settlement Shares will be released on the date that is 21 months following the Issue Date;25% of the Settlement Shares will be released on the date that is 24 months following the Issue Date;25% of the Settlement Shares will be released on the date that is 27 months following the Issue Date; and25% of the Settlement Shares will be released on the date that is 30 months following the Issue Date. Steve Bromley, Chair and CEO commented "We are extremely pleased to complete the settlement of the Debentures, which aligns with our efforts to reduce debt and increase equity in the Company. Following this Settlement, the Company has approximately C$2.6 million of debt outstanding, and when combined with the recent completion of our $5.3 million private placement and our record first quarter 2025 financial results, we are truly excited by our future prospects. We remain intently committed to building a world-class foods company serving growing healthy foods markets, with the goal of creating long-term value for our operating partners, customers, team members and shareholders. We appreciate the support and understanding we have received from so many of our shareholders, debenture holders and key operating partners and are confident that we are well positioned for a successful future." Prior to completion of the Settlement, Debenture holders representing 68.89% of the outstanding principal amount of the Debentures provided written consent in favor of a resolution approving the Settlement, which exceeded the 66.7% threshold required under the trust indenture governing the Debentures. As a result, a meeting of Debenture holders to approve the Settlement was not necessary. In accordance with the terms of a Corporate Finance Advisory agreement (the "Advisory Agreement") between the Company and Jaluca Limited ("Jaluca"), the Company retained Jaluca to provide guidance and assistance in negotiating and implementing the overall restructuring of the Company, including the reduction of the Company's substantial debts and refinancing (see news release dated March 20, 2025). As disclosed in the Company's March 20, 2025 news release the Advisory Agreement provided for the payment of various fees, including a monthly fee and success-based fees. For its assistance in negotiating and implementing the Debenture restructuring and settlement, the Company agreed, subject to the approval of the TSX Venture Exchange (the "TSXV")and disinterested shareholder approval in accordance with the policies of the TSXV, to pay Jaluca a fee equal to 6% of the total amount of settled Debentures, excluding any Debentures held by Jaluca (the "Fee"). As a result, the Company has agreed to issue an aggregate of 4,380,000 common shares in the capital of the Company at a deemed issue price of $0.10 per share in full payment of this obligation. The Company plans to immediately seek shareholder approval for the issuance of these common shares. ON BEHALF OF THE BOARD Steve BromleyChairman and CEO For more information, contact:Investor RelationsJohn Rathwell, Senior Vice President, Investor Relations & Corporate Development647 629 0018info@ 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 efforts to restructure and reduce overall debt and increase equity in the Company; the Company's belief that when combined with the recently completed private placement and shares for debt settlements and record first quarter 2025 results, the Company's future is very promising; the Company's belief that its commitment to building a world class foods company should lead to the creation of long-term value; and the Company's plans to seek disinterested shareholder approval in respect of payment of the Fee through the issuance of common shares in the capital of the Company. 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 able to continue to grow its operations and raise necessary financial resources to support this growth and that both disinterested shareholder approval and TSXV approval in connection with the payment of the Fee through the issuance of common shares in the capital of the Company will be obtained in a timely manner and on terms consistent with management's expectations. 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, regulatory risks; risks related to market volatility and economic conditions; risks related to unforeseen delays; risks that necessary financing will be unavailable when needed; and risk that disinterested shareholders and/or TSXV approval may not be obtained in a timely manner or at all. 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 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.
Miami Herald
28-05-2025
- Business
- Miami Herald
Organto Foods Announces Record First Quarter 2025 Financial Results
TORONTO, ON AND BREDA, THE NETHERLANDS / ACCESS Newswire / May 28, 2025 / Organto Foods Inc. (TSXV:OGO)(OTC PINK:OGOFF)(FSE:OGF) ("Organto" or "the Company"), is pleased to announce its financial results for the three months ended March 31, 2025. All amounts are expressed in Canadian dollars and in accordance with International Financial Reporting Standards (IFRS), except where specifically noted. Hi-Lites Sales of $13.6 million, an increase of 193.5% versus the prior year. Largest quarterly sales in the history of the Company and representing 66% of total fiscal 2024 profit of $1.1 million, an increase of 298.1% versus the prior year. Largest quarterly gross profit dollars in the history of the operating expenses of 6.8% of sales versus 10.5% in the prior year. Lowest cash operating expenses as a percentage of sales in the history of the from operations of $0.1 million versus a loss of $0.3 million in the prior (Earnings before interest, taxes, depreciation and amortization) of $0.3 million, the first positive EBITDA quarter in the history of the Company. "We're very pleased with our first-quarter 2025 results, which we believe are a powerful reflection of the strong momentum building in our business. These results are the direct outcome of the extensive restructuring and strategic realignment we've executed over the past 18 months, laying a solid foundation for sustained growth, stability, and a clear path to profitability. As our results reflect, we have made substantial progress: we've streamlined our product portfolio, re-energized our go-to-market strategies, and significantly reduced operating costs. The first quarter of 2025 delivered exceptional sales and margin growth, all on a leaner, more efficient cost base, resulting in our first-ever positive EBITDA quarter. With strong, ongoing momentum and a continued focus on achieving positive cash flow, we're moving forward with confidence. Our recent successful private placement, shares-for-debt settlements, and the imminent conversion of our convertible debentures into equity only amplify our excitement about what's ahead. We're passionately committed to building a world-class company serving the fast-growing healthy foods market, and in doing so creating lasting value for our partners, customers, team, and shareholders", commented Steve Bromley, Chair and Chief Executive Officer. Fiscal 2025 First Quarter Results Overview Sales of $13.6 million versus $4.6 million in the prior year, an increase of approximately 194%. Sales grew as new customers were added, while a number of existing customers increased their purchases. Q-1 sales represent the largest quarterly sales in the history of the Company and 66% of total fiscal 2024 profit of $1.1 million or 8.2% of sales, versus $0.3 million or 6.0% of sales in the prior year, an increase of approximately 298% in gross profit dollars. Adjusted gross profit(1) was $1.1 million or 8.3% of sales when accounting for the impact of realized gains on derivatives, versus $0.2 million or 4.7% of sales in the prior operating expenses of $0.9 million or 6.8% of sales versus $0.5 million or 10.5% of sales in the prior year. Operating expenses have stabilized following the sales of three subsidiaries in Q-2 2024 and reflect the increased costs of operating that were previously borne by the sold subsidiaries. First quarter costs include approximately $20,000 in legal and listing fees related to re-listing from operations of $0.1 million versus a loss of $0.3 million in the prior year. Adjusted income from operations of $0.2 million in the first quarter, when adjusted for costs associated with re-listing and realized gains on loss for the period of $0.3 million after accounting for interest and accretion costs of $0.3 million and unrealized losses on derivative assets and liabilities of $0.2 million, versus a loss in the prior year of $1.5 million which includes discontinued of $0.3 million versus a loss in the prior year of $1.2 million The Company's filings, including Audited Financial Statements and accompanying Management's Discussion and Analysis for the year ended December 31, 2024 at or at the Company's website at under the Investors tab. Grant of Stock Options The Company has also granted stock options (the "Options") exercisable to acquire up to 1,400,000 common shares to directors, officers and employees of the Company at a price of $0.35 per common share, expiring on May 27, 2030. 775,000 of the Options granted will vest 25% immediately and 25% every six months thereafter; and 625,000 of the Options granted will vest 20% immediately and 20% on each anniversary thereafter. The 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. ON BEHALF OF THE BOARD, Steve BromleyChair 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:Investor Relationsinfo@ Rathwell, Senior Vice President, Corporate Development and Investor Relations647 629 0018 The information presented herein refers to the non-IFRS financial measures of adjusted gross profit and EBITDA. We hedge currencies for certain product categories where either the supply or sales commitments are fixed in foreign currencies. The gains and losses from these hedging activities are combined with gross profit to determine adjusted gross profit. We also refer to EBITDA, which is Earnings before interest, taxes, depreciation and amortization. These two measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS. Non-IFRS financial measures should not be considered in isolation nor as a substitute for analysis of the Company's financial information reported under IFRS and are unlikely to be comparable to similar measures presented by other issuers. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the Company's results of operations from management's perspective and thus highlight trends in its business that may not otherwise be apparent when relying solely on IFRS measures. The Company believes that securities analysts, investors and other interested parties frequently use non-IFRS financial measures in the evaluation of the Company. The Company's management also uses non-IFRS financial measures to facilitate operating performance comparisons from period to period and to prepare annual operating budgets and forecasts. 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 Organto's business model and markets; Organto's belief that the Company has made solid progress in the restructuring and realignment of its business focused on a clear path to profitability, sustained growth and long-term stability; Organto's belief that the impact of these restructuring efforts is a key driver of its first quarter results; Organto's belief that the combination of financing and debt restructuring efforts combined with strong sales and margin growth on a streamlined cost base positions the Company for an exciting future; Organto's belief that it remains focused on building a world class company focused on growing healthy foods markets with the gaol of building shareholder value; 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: 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. SOURCE: Organto Foods, Inc.
Yahoo
02-04-2025
- Business
- Yahoo
Organto Foods Announces Increase to Private Placement Financing
VANCOUVER, BC AND BREDA, THE NETHERLANDS / / April 1, 2025 / Organto Foods Inc. (TSX-V:OGO)(OTC PINK:OGOFF) ("Organto" or the "Company") today announced its plan to increase the size of its recently announced non brokered private placement (see news release dated March 20, 2025) from C$5,000,000 to up to $5,500,000 (the "Private Placement"). Private Placement The Company now proposes to conduct a non-brokered private placement of up to 55,000,000 common shares of the Company at the price of $0.10 per share for gross proceeds of up to C$5,500,000. When combined with other ongoing debt restructuring activities, the Company expects to have approximately 155,000,000 shares outstanding once completed. The Company may pay finders' fees on the gross proceeds raised through the Private Placement in cash or shares or a combination thereof. The net proceeds from the Private Placement will be used for repayment of short-term loans and to fund general working capital. Certain directors and officers of the Company may acquire securities under the Private Placement. Any such participation would be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to, or the consideration paid by such persons will exceed 25% of the Company's market capitalization. Completion of the Private Placement will be subject to the prior approval of the TSX Venture Exchange as well as all other requisite corporate, regulatory and security holder approvals, as applicable. Further, all securities issued pursuant to the Private Placement will be subject to a minimum hold period of four months and one day from their date of issuance. Grant of Stock Options and Restricted Share Units The Company also announces that it has granted a total of 1,300,000 stock options to certain officers and directors as per the terms of the Company's Share Option Plan. The options were granted at an exercise price of $0.12 per share and have a term of five years. 700,000 options will vest 20% immediately and 20% on each anniversary thereafter while 600,000 options will vest 25% immediately and 25% every six months thereafter. In addition, 150,000 restricted stock units were issued to certain directors of the Company as per the terms of the Company's Restricted Share Unit Plan. The restricted share units have a term of 3 years and will vest one-third after one-year and one-third every six months thereafter. ON BEHALF OF THE BOARD Steve BromleyChairman and CEO For more information, contact: Investor RelationsJohn Rathwell, Senior Vice President, Investor Relations & Corporate Development647 629 0018info@ 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 proposed private placement and debt restructuring activities. 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 able to complete its planned private placement and debt restructuring activities in a timely manner. 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 outcome of negotiations with the Company's creditors; 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 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. View the original press release on ACCESS Newswire Sign in to access your portfolio
