Organto Foods - Capital/Financing Update 2021

This short form base shelf prospectus has been filed under legislation in each of the provinces and territories of Canada that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities, except in cases where an exemption from such delivery requirements has been obtained. Notwithstanding the foregoing, delivery to purchasers of a prospectus supplement containing the omitted information is not required where an exemption from the delivery requirements under applicable securities legislation in each of the provinces and territories of Canada is available.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell these securities in those jurisdictions.

Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Organto Foods Inc., 1090 Hamilton Street, Vancouver, British Columbia, V6B 2R9, Telephone 604 634-0970, and are also available electronically at www.sedar.com.

FINAL SHORT FORM BASE SHELF PROSPECTUS

New Issue

July 5, 2021

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ORGANTO FOODS INC.

C$50 million Common Shares Debt Securities Convertible Securities Warrants

Subscription Receipts

Organto Foods Inc. (“Organto” or the “Corporation”) may offer and issue from time to time common shares of the Corporation (“Common Shares”), debt securities (“Debt Securities”), securities convertible into or exchangeable for Common Shares and/or other Securities (“Convertible Securities”), warrants to purchase Common Shares or other Securities (“Warrants”), or subscription receipts (“Subscription Receipts”) (all of the foregoing collectively, the “Securities”) or any combination thereof for up to an aggregate initial offering price of C$50 million (or the equivalent thereof in other currencies) during the 25-month period that this short form base shelf prospectus (the “Prospectus”), including any amendments hereto, remains effective. Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of sale and set forth in an accompanying prospectus supplement (a “Prospectus Supplement”). In addition, Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Corporation or a subsidiary of the Corporation. The consideration for any such acquisition may consist of any of the Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and assumption of liabilities.

All dollar amounts in this Prospectus are in Canadian dollars, unless otherwise indicated. See “Currency” section.

Investing in the Securities involves significant risks. Prospective purchasers of the Securities should carefully consider the risk factors described under the heading “Description of the Business–Risk Factors” in the Corporation’s Annual Information Form for the year ended December 31, 2020, and under the heading “Risks and Uncertainties” in the management’s discussion and analysis of financial position and results of operation of the Corporation for the three months ended March 31, 2021, and in this Prospectus and in documents incorporated by reference in this Prospectus.

The specific terms of the Securities with respect to a particular offering will be set out in the applicable Prospectus Supplement and may include, where applicable: (i) in the case of Common Shares, the number of Common Shares offered, the offering price, whether the Common Shares are being offered for cash, and any other terms specific to the Common Shares being offered; (ii) in the case of Debt Securities, the specific designation, the aggregate principal amount, the currency or the currency unit for which the Debt Securities may be purchased, the maturity, the interest provisions, the authorized denominations, the offering price, whether the Debt Securities are being offered for cash, the covenants, the events of default, any terms for redemption or retraction, any exchange or conversion rights attached to the Debt Securities, whether the debt is senior or subordinated to the Corporation’s other liabilities and obligations, whether the Debt Securities will be secured by any of the Corporation’s assets or guaranteed by any other person and any other terms specific to the Debt Securities being offered; (iii) in the case of Convertible Securities, the number of Convertible Securities offered, the offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is a non-fixed price distribution), the procedures for the conversion or exchange of such Convertible Securities into or for Common Shares and/or other Securities and any other specific terms; (iv) in the case of Warrants, the offering price, whether the Warrants are being offered for cash, the designation, the number and the terms of the Common Shares or other Securities purchasable upon exercise of the Warrants, any procedures that will result in the adjustment of these numbers, the exercise price, the dates and periods of exercise, the currency in which the Warrants are issued and any other terms specific to the Warrants being offered; and (v) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price, whether the Subscription Receipts are being offered for cash, the procedures for the exchange of the Subscription Receipts for Common Shares, Debt Securities, Convertible Securities or Warrants, as the case may be, and any other terms specific to the Subscription Receipts being offered. Where required by statute, regulation or policy, and where Securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to the Securities will be included in the Prospectus Supplement describing the Securities.

This Prospectus does not qualify for issuance Debt Securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to one or more underlying interests, including, for example, an equity or debt security, or a statistical measure of economic or financial performance (including, but not limited to, any currency, consumer price or mortgage index, or the price or value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket of the foregoing items). For greater certainty, this Prospectus may qualify for issuance Debt Securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to published rates of a central banking authority or one or more financial institutions, such as a prime rate or bankers’ acceptance rate, or to recognized market benchmark interest rates such as LIBOR, EURIBOR or a U.S. federal funds rate.

The Securities may be sold from time to time in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices, including sales in transactions that are deemed to be “at-the-market distributions” as defined in National Instrument 44-102 - Shelf Distributions (“NI 44-102”), including sales made directly on the TSX-Venture Exchange (the “TSXV”) or other existing trading markets for the Securities. The prices at which the Securities may be offered may vary as between purchasers and during the period of distribution. If, in connection with the offering of Securities at a fixed price or prices, the underwriters, dealers or agents have made a bona fide effort to sell all of the Securities at the initial offering price fixed in the applicable Prospectus Supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial public offering price fixed in such Prospectus Supplement, in which case the compensation realized by the underwriters, dealers or agents will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid by the underwriters, dealers or agents to the Corporation.

In connection with any offering of Securities, other than an “at-the-market distribution” (as defined under applicable Canadian securities legislation), unless otherwise specified in a Prospectus Supplement, the underwriters, dealers or agents, as the case may be, may over-allot or effect transactions which stabilize, maintain or otherwise affect the market price of the Securities at a level other than those which otherwise might prevail on the open market. Such transactions may be commenced, interrupted or discontinued at any time. A purchaser who acquires Securities forming part of the underwriters’, dealers’ or agents’ overallocation position acquires those securities under this Prospectus and the Prospectus Supplement relating to the particular offering of Securities, regardless of whether the over-allocation position is ultimately filled through the exercise of the overallotment option or secondary market purchases. See “Plan of Distribution”. No underwriter, dealer or agent involved in an “atthe-market distribution” under this Prospectus, no affiliate of such an underwriter, dealer or agent and no person or company acting jointly or in concert with such underwriter, dealer or agent will over-allot Securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the Securities.

All information permitted under applicable law to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which such Prospectus Supplement pertains. A Prospectus Supplement containing the specific terms of an offering of Securities will be delivered to purchasers of such Securities together with this Prospectus to the extent required under applicable securities laws except in cases where an exemption from such delivery has been obtained and will be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement, but only for the purposes of the offering of Securities covered by that Prospectus Supplement.

This Prospectus constitutes a public offering of the Securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell the Securities in those jurisdictions. The Corporation may offer and sell Securities to,

or through, underwriters or dealers and also may offer and sell certain Securities directly to other purchasers or through agents pursuant to exemptions from registration or qualification under applicable securities laws. A Prospectus Supplement relating to each issue of Securities offered thereby will set forth the names of any underwriters, dealers, or agents involved in the offering and sale of the Securities and will set forth the terms of the offering of the Securities, the method of distribution of the Securities including, to the extent applicable, the proceeds to the Corporation and any fees, discounts or any other compensation payable to underwriters, dealers or agents and any other material terms of the plan of distribution.

The outstanding Common Shares are listed on the TSXV under the symbol “OGO” and on the Frankfurt Stock Exchange (the “FSE”) under the symbol “OGF”. On July 2, 2021, the last trading day prior to the date of this Prospectus, the closing price of the Common Shares on the TSXV was C$0.460 and the closing price of the Common Shares on the FSE was EUR 0.157. Unless otherwise specified in the applicable Prospectus Supplement, the Debt Securities, the Convertible Securities, the Warrants and the Subscription Receipts will not be listed on any securities exchange. There is no market through which these Securities may be sold and purchasers may not be able to resell these Securities purchased under this Prospectus. This may affect the pricing of these Securities in the secondary market, the transparency and availability of trading prices, the liquidity of these Securities, and the extent of issuer regulation. See “Risk Factors”.

The registered and records office of the Corporation is located at 1500-1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7.

No underwriter has been involved in the preparation of this Prospectus nor has any underwriter performed any review of the contents of this Prospectus.

Agent for Service of Process

Peter Gianulis, Alejandro Maldonado, Joost Verrest and Gert van Noortwijk, being directors of the Corporation, reside outside of Canada. Each of Peter Gianulis, Alejandro Maldonado, Joost Verrest and Gert van Noortwijk has appointed the Corporation at 1090 Hamilton Street, Vancouver, British Columbia, V6B 2R9, as his agent for service of process in Canada. Purchasers are advised that it may not be possible for investors to enforce judgements obtained in Canada against either of Peter Gianulis, Alejandro Maldonado, Joost Verrest and Gert van Noortwijk, even though each of Peter Gianulis, Alejandro Maldonado, Joost Verrest and Gert van Noortwijk has appointed an agent for service of process.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS .............................. 1 FINANCIAL INFORMATION ........................................................................................................................... 2 CURRENCY ........................................................................................................................................................ 2 DOCUMENTS INCORPORATED BY REFERENCE ...................................................................................... 2 AVAILABLE INFORMATION .......................................................................................................................... 4 THE CORPORATION........................................................................................................................................ 4 CONSOLIDATED CAPITALIZATION ............................................................................................................ 5 EARNINGS COVERAGE RATIOS ................................................................................................................... 5 USE OF PROCEEDS .......................................................................................................................................... 6 PLAN OF DISTRIBUTION ................................................................................................................................ 6 DESCRIPTION OF SHARE CAPITAL ............................................................................................................. 7 DIVIDEND POLICY .......................................................................................................................................... 7 DESCRIPTION OF DEBT SECURITIES .......................................................................................................... 7 DESCRIPTION OF CONVERTIBLE SECURITIES ...................................................................................... 14 DESCRIPTION OF WARRANTS .................................................................................................................... 14 DESCRIPTION OF SUBSCRIPTION RECEIPTS.......................................................................................... 15 PRIOR SALES .................................................................................................................................................. 17 TRADING PRICE AND VOLUME.................................................................................................................. 20 LEGAL MATTERS .......................................................................................................................................... 22 AUDITORS, TRANSFER AGENT AND REGISTRAR .................................................................................. 22 RISK FACTORS ............................................................................................................................................... 22 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ................................................................ 23 CERTIFICATE OF THE CORPORATION ...................................................................................................... 1

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus contains certain information that may constitute “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian securities laws. Forward-looking statements are necessarily based on a number of estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies. All statements other than statements which are reporting results as well as statements of historical fact set forth or incorporated herein by reference, are forwardlooking statements that may involve a number of known and unknown risks, uncertainties and other factors; many of which are beyond the Corporation’s ability to control or predict. Forward-looking statements include, without limitation, statements regarding the impact of general business and economic conditions; dependence on suppliers, partners and contractual counter-parties; cost increases; 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; stock market volatility; competition; strategic plans, future production, cost estimates and anticipated financial results; expected continuity of a favourable organic vegetable and fruit market; contractual commitments, litigation matters and measures for mitigating financial and operational risks; anticipated liabilities regarding employee benefits; continuous availability of required manpower; the integration or expansion of operations, technologies and personnel of acquired operations and properties; and, more generally, continuous access to capital markets; and the Corporation’s global outlook. These statements relate to analysis and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Known and unknown factors could cause actual results to differ materially from those projected in the forward looking statements.

Forward-looking statements, which involve assumptions and describe the Corporation’s future plans, strategies and expectations, are generally identifiable by use of the words “may”, “will”, “should”, “continue”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “plan” or “project” “project”, “budget”, “forecast”, “schedule”, “guidance”, “outlook”, “potential”, “seek”, “targets”, “strategy” or “superior” or the negative of certain these words or other variations on these words or comparable terminology. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements and as such, undue reliance must not be placed on them. The Corporation cautions the reader that reliance on such forward-looking statements involve risks, uncertainties and other factors that may cause the actual financial results, performance or achievements of the Corporation to be materially different from the Corporation’s estimated future results, performance or achievements expressed or implied by those forward-looking statements. Forward-looking statements are in no way guarantees of future performance. The following are some, but not all, of the important factors that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements: past market events and conditions and the deterioration of general economic indicators; ability to successfully integrate acquired assets; fluctuations in exchange rates of currencies, or interest rates; the absence of a credit rating for the Corporation; defaults under the Corporation’s credit facility or senior unsecured notes due to a violation of covenants contained therein; risks related to the Corporation’s ability to settle its hedging arrangements to changes to the exchange rate for the Canadian dollar, US dollar and Euro currency; the potential direct or indirect operational impacts resulting from infectious diseases or pandemics, such as the COVID-19 outbreak; litigation and legal and political risks; failure to obtain financing to meet capital expenditure plans; risks associated with being a multinational company; the level of liquidity and capital resources; uncertainties in the ability to recruit and retain skilled and experienced employees; employee relations; availability and increasing costs associated with labour, various risks and hazards beyond the Corporation’s control, many of which are not economically insurable; market prices and availability of commodities used by the Corporation in its operations; lack of infrastructure and other risks related to the geographical areas in which the Corporation carries out its operations; labour disruptions, such as strikes or work stoppages which could have a material adverse effect on the Corporation’s earnings and financial condition; need to comply with the laws and regulations governing the environment, health and safety of the Corporation’s operations; risks normally associated with any conduct of business in foreign countries (including, but not limited to, varying degrees of political and economic risk), which may include the possibility for political unrest, foreign military intervention, acts of war, terrorism, sabotage, civil disturbances; ability to obtain and renew the required licenses and permits from various governmental authorities; continuously evolving legislation, which may have unknown and negative impacts on operations; risks normally associated with the conduct of sourcing arrangements and third party processing and packaging arrangements;

inability to control standards of non-controlled assets; risk and unknown costs of litigation; undetected failures in internal controls over financial reporting; risks related to making acquisitions, including the integration of operations; dependence on key personnel and other related matters. Actual costs and economic returns may differ materially from the Corporation’s estimates or the Corporation could fail to obtain the governmental approvals necessary for the continuation of its operations.

Although the Corporation has attempted to identify important factors that could cause actual results to differ materially from expectations, intentions, estimates or forecasts, there may be other factors that could cause results to differ from what is anticipated, estimated or intended. Those factors are described or referred to below, under the heading “Risk Factors” in this Prospectus, under the heading “Description of Business–Risk Factors” in the annual information form (the “Annual Information Form”) of the Corporation dated April 29, 2021 for the financial year ended December 31, 2020 and under the heading “Risks and Uncertainties” in the management’s discussion and analysis of financial position and results of operation of the Corporation for the three months ended March 31, 2021, both of which are incorporated herein by reference and are available on SEDAR at www.sedar.com. Market and commodity price volatility and uncertainty in credit markets stemming, in part, from events in financial and credit markets as well as from geo-political risks around the world, continue to cause volatility and uncertainty. Additionally, uncertainty regarding the market and economic impacts of COVID-19 could contribute to this volatility. These on-going events could impact forward-looking statements contained in this Prospectus and in the documents incorporated by reference in an unpredictable and possibly detrimental manner. Accordingly, readers should not place undue reliance on forward-looking statements. Forward-looking statements made in a document incorporated by reference in this Prospectus are made as at the date of the original document and have not been updated by the Corporation except as expressly provided for in this Prospectus. Except as required under applicable securities legislation, the Corporation undertakes no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise.

FINANCIAL INFORMATION

The financial statements of the Corporation incorporated herein by reference and in any Prospectus Supplement are reported in Canadian dollars and have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

CURRENCY

All dollar amounts in this Prospectus and any Prospectus Supplement are or will be in Canadian dollars, unless otherwise indicated. All references to “C$” refers to Canadian dollars and all references to “EUR” are to the Euro currency.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar authorities in Canada. The following documents, filed by the Corporation with the securities commissions or similar authorities in each of the provinces and territories of Canada, are specifically incorporated by reference into, and form an integral part of, this Prospectus:

(a) the Annual Information Form for the year ended December 31, 2020 dated April 29, 2021;
(b) the Corporation’s audited consolidated financial statements as of and for the years ended December 31, 2020 and 2019, together with the independent auditors’ reports thereon and the notes thereto;
(c) the Corporation’s management’s discussion and analysis of financial position and results of operations of the Corporation for the year ended December 31, 2020;
(d) the Corporation’s unaudited amended condensed interim consolidated financial statements for the three months ended March 31, 2021 and 2020, and the notes thereto;
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(e) the Corporation’s amended management’s discussion and analysis for the three months ended March 31, 2021; and
(f) the Corporation’s management information circular dated May 27, 2021 prepared in connection with the annual general meeting of shareholders of the Corporation scheduled to be held on June 28, 2021.

Any document of the type referred to in section 11.1 of Form 44-101F1 of National Instrument 44-101 – Short Form Prospectus Distributions filed by the Corporation with the securities commissions or similar regulatory authorities in Canada after the date of this Prospectus and all Prospectus Supplements disclosing additional or updated information filed pursuant to the requirements of applicable securities legislation in Canada and during the period that this Prospectus is effective shall be deemed to be incorporated by reference in this Prospectus. The documents incorporated or deemed to be incorporated herein by reference contain meaningful and material information relating to the Corporation and the readers should review all information contained in this Prospectus and the documents incorporated or deemed to be incorporated herein by reference.

A Prospectus Supplement containing the specific terms of an offering of Securities and other information relating to the Securities will be deemed to be incorporated into this Prospectus as of the date of such Prospectus Supplement only for the purpose of the offering of the Securities covered by that Prospectus Supplement.

In addition, certain marketing materials (as that term is defined in applicable Canadian securities legislation) may be used in connection with a distribution of Securities under this Prospectus and the applicable Prospectus Supplement(s). Any “template version” of “marketing materials” (as those terms are defined in applicable Canadian securities legislation) pertaining to a distribution of Securities, and filed by the Company after the date of the Prospectus Supplement for the distribution and before termination of the distribution of such Securities, will be deemed to be incorporated by reference in that Prospectus Supplement for the purposes of the distribution of Securities to which the Prospectus Supplement pertains.

Upon a new annual information form and related annual consolidated financial statements being filed by the Corporation with the applicable securities commissions or similar regulatory authorities during the duration that this Prospectus is effective, the previous annual information form, the previous annual consolidated financial statements and all unaudited condensed interim consolidated financial statements, and in each case the accompanying management’s discussion and analysis, information circulars (to the extent the disclosure is inconsistent) and material change reports filed prior to the commencement of the financial year of the Corporation in which the new annual information form is filed shall be deemed no longer to be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus. Upon unaudited condensed interim consolidated financial statements and the accompanying management’s discussion and analysis being filed by the Corporation with the applicable securities regulatory authorities during the duration that this Prospectus is effective, all unaudited condensed interim consolidated financial statements and the accompanying management’s discussion and analysis filed prior to the new unaudited condensed interim consolidated financial statements shall be deemed no longer to be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus. In addition, upon a new management information circular for the annual meeting of shareholders being filed by the Corporation with the applicable securities regulatory authorities during the period that this Prospectus is effective, the previous management information circular filed in respect of the prior annual meeting of shareholders shall no longer be deemed to be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for the purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement. Any statement so modified or superseded shall not constitute a part of this Prospectus, except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of such a modifying or superseding statement shall not be deemed an admission for any purposes that

the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

Copies of the documents incorporated or deemed to be incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Organto, at 1090 Hamilton Street, Vancouver, British Columbia, V6B 2R9, Telephone 604 634-0970, and are also available electronically at www.sedar.com.

The Corporation is not making an offer of the Securities in any jurisdiction where the offer is not permitted. It should be assumed that the information appearing in this Prospectus and the documents incorporated herein by reference are accurate only as of their respective dates. The business, financial condition, results of operations and prospects of the Corporation may have changed since those dates.

AVAILABLE INFORMATION

The Corporation files reports and other information with the securities commissions and similar regulatory authorities in each of the provinces of Canada. These reports and information are available to the public free of charge on SEDAR at www.sedar.com.

The Corporation is subject to the information requirements of applicable Canadian securities legislation, and in accordance therewith, files reports and other information with the securities regulatory authorities in Canada.

THE CORPORATION

The following is a summary of information about Organto and does not contain all the information about Organto that may be important to prospective investors. Prospective investors should read the more detailed information including, but not limited to, the Annual Information Form, financial statements and management’s discussion and analysis, that are incorporated by reference into and are considered to be a part of this Prospectus.

Organto is a corporation governed by the Business Corporations Act (British Columbia). The registered and record office of the Corporation is located at 1500-1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7. The Corporation’s telephone number is 604 634-0970 and its website address is www.organto.com.

The Corporation is engaged primarily in the sourcing, processing, packaging, distribution and marketing of organic fresh organic and value-added vegetable and fruit products. Incorporated on May 18, 2007 under the laws of the Province of British Columbia, Canada, and previously known as Columbus Exploration Corporation (“Columbus Exploration”), Organto was formed upon the completion of a reverse takeover of Columbus Exploration by Agricola Nuova Terra Guatemala S.A. (“Agricola”) on November 30, 2015, whereby Agricola became a wholly-owned subsidiary of Organto. On March 21, 2016, Agricola changed its name to Organto Guatemala, Sociedad Anonima (“Organto Guatemala SA”).

The following chart illustrates certain subsidiaries of the Corporation, together with the jurisdiction of incorporation of each such subsidiary and the percentage of voting securities beneficially owned or over which control or direction is exercised by the Corporation.

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The Company has a sales and administration office in Breda, the Netherlands and regional satellite offices are located in Mexico, Guatemala and Argentina. Organto’s registered and records office is located at 1500-1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7. Organto’s operations are currently centered in Europe and carried out by Organto Europe BV, and Fresh Organic Choice, both of which are 100% owned subsidiaries of Organto. Staff in Europe are responsible for the purchase and sale of Organto’s products with some assistance with sourcing of products from staff in Latin America. Organto currently sells to over 125 active customers in 16 countries in Europe.

As used in this Prospectus, except as otherwise required by the context, reference to “Organto” or the “Corporation” means Organto Foods Inc. and its subsidiaries. Further information regarding the business of the Corporation and its operations can be found in the Annual Information Form and other documents incorporated herein by reference.

CONSOLIDATED CAPITALIZATION

There has been no material change in the share and loan capital of the Corporation, on a consolidated basis, since the date of the unaudited condensed interim consolidated financial statements for the three-month periods ended March 31, 2021 and 2020, which are incorporated by reference in this Prospectus.

EARNINGS COVERAGE RATIOS

If the Corporation offers any Debt Securities or Convertible Securities relating to debt having a term to maturity in excess of one year under a Prospectus Supplement, the Prospectus Supplement will include earnings

coverage ratios giving effect to the issuance of such Debt Securities or Convertible Securities relating to debt, as applicable.

USE OF PROCEEDS

Unless otherwise specified in a Prospectus Supplement, the net proceeds from the issuance and/or sale of Securities will be used for general corporate purposes, including funding ongoing operations and/or capital requirements, reducing the level of indebtedness outstanding from time to time, settling obligations outstanding from time to time, discretionary capital programs and potential future acquisitions. Each Prospectus Supplement will contain specific information, if any, concerning the use of proceeds from that sale of Securities.

All expenses relating to an offering of Securities and any compensation paid to underwriters, dealers or agents, as the case may be, will be paid out of the Corporation’s funds, unless otherwise stated in the applicable Prospectus Supplement.

During the last financial year, the Corporation recorded negative cash flow from operations and an accumulated deficit. For the three months ended March 31, 2021, the Corporation had an accumulated deficit of $29,471,934 and negative cash flow of $504,053. The Corporation’s cash flow from operations may be affected in the future by the investment it is making to continue to develop its products and services. In addition to other uses of net proceeds to be specified in a Prospectus Supplement, to the extent that the Corporation has negative cash flow in future periods, the Corporation may need to allocate a portion of the net proceeds from the sale of Securities to fund such negative cash flow. There can be no assurance that additional capital or other types of financing will be available when needed or that these financings will be on terms at least as favourable to the Corporation as those previously obtained, or at all.

PLAN OF DISTRIBUTION

The Corporation may sell the Securities, separately or together, to or through underwriters or dealers purchasing as principals for public offering and sale by them, and also may sell Securities to one or more other purchasers directly or through agents or pursuant to applicable statutory exemptions. Each Prospectus Supplement will set forth the terms of the offering, including the name or names of any underwriters or agents, the purchase price or prices of the Securities and the proceeds to the Corporation from the sale of the Securities. In addition, Securities may be offered and issued in consideration for the settlement of obligations or the acquisition (an “Acquisition”) of other businesses, assets or securities by the Corporation or a subsidiary of the Corporation. The consideration for any such Acquisition may consist of any of the Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and assumption of liabilities.

The Securities may be sold from time to time in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices, including sales in transactions that are deemed to be “at-the-market distributions” as defined in NI 44-102, including sales made directly on the TSXV or other existing trading markets for the Securities. The prices at which the Securities may be offered may vary as between purchasers and during the period of distribution. If, in connection with the offering of Securities at a fixed price or prices, the underwriters, dealers or agents have made a bona fide effort to sell all of the Securities at the initial offering price fixed in the applicable Prospectus Supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial public offering price fixed in such Prospectus Supplement, in which case the compensation realized by the underwriters, dealers or agents will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid by the underwriters, dealers or agents to the Corporation. If the Corporation conducts an “at-the-market distribution” under this Prospectus, it will submit an application (the “Application”) to the British Columbia Securities Commission, as principal regulator of the Corporation, pursuant to National Policy 11-203 — Process for Exemptive Relief Applications in Multiple Jurisdictions for a decision providing for the required exemptions. The Application and the exemptive relief will be described in the Prospectus Supplement that qualifies such “at-the-market distribution”.

Underwriters, dealers and agents who participate in the distribution of the Securities may be entitled under agreements to be entered into with the Corporation to indemnification by the Corporation against certain liabilities,

including liabilities under Canadian securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Such underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for, the Corporation in the ordinary course of business.

In connection with any offering of Securities, except as otherwise set out in a Prospectus Supplement relating to a particular offering of Securities or other than an “at-the-market distribution”, the underwriters, dealers or agents may over-allot or effect transactions intended to maintain or stabilize the market price of the Securities offered at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. No underwriter, dealer or agent involved in an “at-the-market distribution”, as defined under applicable Canadian securities legislation, no affiliate of such an underwriter, dealer or agent and no person or company acting jointly or in concert with such an underwriter, dealer or agent will over-allot Securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the Securities.

In connection with an Acquisition, Securities may be offered and issued at a deemed price or deemed prices determined either when the terms of the Acquisition are tentatively or finally agreed to, when the Acquisition is completed, when the Corporation issues the Securities or during some other negotiated period.

DESCRIPTION OF SHARE CAPITAL

The Corporation is authorized to issue an unlimited number of Common Shares, of which 254,361,427 Common Shares were issued and outstanding as at July 2, 2021.

Each Common Share entitles the holder thereof to one vote at all meetings of shareholders other than meetings at which only holders of another class or series of shares are entitled to vote. Each Common Share entitles the holder thereof, to receive on a pro rata basis such dividends, if any, as and when declared by Organto’s board of directors at its discretion from funds legally available therefor and upon the liquidation, dissolution or winding up of Organto are entitled to receive on a pro rata basis the net assets of Organto after payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares ranking senior in priority to or on a pro rata basis with the holders of common shares with respect to dividends or liquidation.

DIVIDEND POLICY

Organto has not paid any cash dividends or distributions since its incorporation. Organto currently intends to retain future earnings, if any, for use in its business and does not anticipate paying dividends on its Common Shares in the foreseeable future. Any determination to pay any future dividends will remain at the discretion of Organto’s board of directors and will be made taking into account its financial condition and other factors deemed relevant by the board. There are no restrictions that prevent Organto from paying dividends or distributions. Organto is limited in its ability to pay dividends on its Common Shares by generally applicable restrictions under corporate law referred to “solvency tests”.

DESCRIPTION OF DEBT SECURITIES

In this section describing the Debt Securities, the terms “Corporation” and “Organto” refer only to Organto Foods Inc. without any of its subsidiaries. This section describes the general terms that will apply to any Debt Securities issued pursuant to this Prospectus. The specific terms of the Debt Securities, and the extent to which the general terms described in this section apply to those Debt Securities, will be set forth in the applicable Prospectus Supplement.

The Debt Securities will be issued in one or more series under an indenture (the “Indenture”) to be entered into between Organto and one or more trustees (the “Trustee”) that will be named in a Prospectus Supplement for a series of Debt Securities. A copy of the form of the Indenture to be entered into has been or will be filed on SEDAR. The description of certain provisions of the Indenture in this section is not intended to be complete and is qualified

in its entirety by reference to the provisions of the Indenture. Terms used in this summary that are not otherwise defined herein have the meaning ascribed to them in the Indenture.

The Corporation may issue Debt Securities and incur additional indebtedness other than through the offering of Debt Securities pursuant to this Prospectus.

General

The Indenture does not limit the aggregate principal amount of Debt Securities which the Corporation may issue under the Indenture and does not limit the amount of other indebtedness that the Corporation may incur. The Indenture provides that the Corporation may issue Debt Securities from time to time in one or more series which may be denominated and payable in Canadian dollars or any other currency. Unless otherwise indicated in the applicable Prospectus Supplement, the Indenture permits the Corporation, without the consent of the holders of any Debt Securities, to increase the principal amount of any series of Debt Securities the Corporation has previously issued under the Indenture and to issue such increased principal amount.

The applicable Prospectus Supplement will set forth the following terms relating to the Debt Securities offered by such Prospectus Supplement (the “Offered Securities”):

the specific designation of the Offered Securities; any limit on the aggregate principal amount of the Offered Securities; the date or dates, if any, on which the Offered Securities will mature and the portion (if less than all of the principal amount) of the Offered Securities to be payable upon declaration of acceleration of maturity;
the rate or rates (whether fixed or variable) at which the Offered Securities will bear interest, if any, the date or dates from which any such interest will accrue and on which any such interest will be payable and the record dates for any interest payable on the Offered Securities that are in registered form;
the terms and conditions under which the Corporation may be obligated to redeem, repay or purchase the Offered Securities pursuant to any sinking fund or analogous provisions or otherwise;
the terms and conditions upon which the Corporation may redeem the Offered Securities, in whole or in part, at its option;
the covenants applicable to the Offered Securities;
the terms and conditions for any conversion or exchange of the Offered Securities for any other securities;
whether the Offered Securities will be issuable in registered form or bearer form or both, and, if issuable in bearer form, the restrictions as to the offer, sale and delivery of the Offered Securities which are in bearer form and as to exchanges between registered form and bearer form;
whether the Offered Securities will be issuable in the form of registered global securities (“Global Securities”), and, if so, the identity of the depositary for such registered Global Securities;
the denominations in which registered Offered Securities will be issuable, if other than denominations of $2,000 and integral multiples of $1,000 and the denominations in which bearer Offered Securities will be issuable, if other than $5,000;
each office or agency where payments on the Offered Securities will be made (if other than the offices or agencies described under the heading “Payment” below) and each office or agency where the Offered Securities may be presented for registration of transfer or exchange;
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if other than Canadian dollars, the currency in which the Offered Securities are denominated or the currency in which the Corporation will make payments on the Offered Securities;
any index, formula or other method used to determine the amounts of payments of principal of (and premium, if any) or interest, if any, on the Offered Securities; and
any other terms of the Offered Securities which apply solely to the Offered Securities, or terms described herein as generally applicable to the Debt Securities which are not to apply to the Offered Securities.

Unless otherwise indicated in the applicable Prospectus Supplement:

holders may not tender Debt Securities to the Corporation for repurchase; and
the rate or rates of interest on the Debt Securities will not increase if the Corporation becomes involved in a highly leveraged transaction or the Corporation is acquired by another entity.

The Corporation may issue Debt Securities under the Indenture bearing no interest or interest at a rate below the prevailing market rate at the time of issuance and, in such circumstances, the Corporation may offer and sell those Debt Securities at a discount below their stated principal amount. The Corporation will describe in the applicable Prospectus Supplement any Canadian federal income tax consequences and other special considerations applicable to any discounted Debt Securities or other Debt Securities offered and sold at par which are treated as having been issued at a discount for Canadian federal income tax purposes.

Any Debt Securities issued by the Corporation will be direct, unconditional and unsecured obligations of the Corporation and will rank equally among themselves and with all of the Corporation’s other unsecured, unsubordinated obligations, except to the extent prescribed by law. Debt Securities issued by the Corporation will be structurally subordinated to all existing and future liabilities, including trade payables and other indebtedness, of the Corporation’s subsidiaries. The Corporation will agree to provide to the Trustee (i) annual reports containing audited financial statements and (ii) quarterly reports for the first three quarters of each fiscal year containing unaudited financial information.

Form, Denomination, Exchange and Transfer

Unless otherwise indicated in the applicable Prospectus Supplement, the Corporation will issue Debt Securities only in fully registered form without coupons, and in denominations of $2,000 and integral multiples of $1,000. Debt Securities may be presented for exchange and registered Debt Securities may be presented for registration of transfer in the manner to be set forth in the Indenture and in the applicable Prospectus Supplement, without service charges. The Corporation may, however, require payment sufficient to cover any taxes or other governmental charges due in connection with the exchange or transfer. The Corporation will appoint the Trustee as security registrar. Bearer Debt Securities and the coupons applicable to bearer Debt Securities thereto will be transferable by delivery.

Payment

Unless otherwise indicated in the applicable Prospectus Supplement, the Corporation will make payments on registered Debt Securities (other than Global Securities) at the office or agency of the Trustee, except that the Corporation may choose to pay interest (a) by check mailed to the address of the person entitled to such payment as specified in the security register, or (b) by wire transfer to an account maintained by the person entitled to such payment as specified in the security register. Unless otherwise indicated in the applicable Prospectus Supplement, the Corporation will pay any interest due on registered Debt Securities to the persons in whose name such registered Securities are registered on the day or days specified in the applicable Prospectus Supplement.

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Registered Global Securities

Unless otherwise indicated in the applicable Prospectus Supplement, Registered Debt Securities of a series will be issued in global form that will be deposited with, or on behalf of, a depositary (the “Depositary”) identified in the Prospectus Supplement. Global Securities will be registered in the name of the Depositary, and the Debt Securities included in the Global Securities may not be transferred to the name of any other direct holder unless the special circumstances described below occur. Any person wishing to own Debt Securities issued in the form of Global Securities must do so indirectly by virtue of an account with a broker, bank or other financial institution that, in turn, has an account with the Depositary.

Special Investor Considerations for Global Securities

The Corporation’s obligations under the Indenture, as well as the obligations of the Trustee and those of any third parties employed by the Corporation or the Trustee, run only to persons who are registered as holders of Debt Securities. For example, once the Corporation makes payment to the registered holder, the Corporation has no further responsibility for the payment even if that holder is legally required to pass the payment along to an investor but does not do so. As an indirect holder, an investor’s rights relating to a Global Security will be governed by the account rules of the investor’s financial institution and of the Depositary, as well as general laws relating to debt securities transfers.

An investor should be aware that when Debt Securities are issued in the form of Global Securities:

the investor cannot have Debt Securities registered in his or her own name;
the investor cannot receive physical certificates for his or her interest in the Debt Securities;
the investor must look to his or her own bank, brokerage firm or other financial institution for payments on the Debt Securities and protection of his or her legal rights relating to the Debt Securities;
the investor may not be able to sell interests in the Debt Securities to some insurance companies and other institutions that are required by law to hold the physical certificates of Debt Securities that they own;
the Depositary’s policies will govern payments, transfers, exchange and other matters relating to the investor’s interest in the Global Security; the Corporation and the Trustee will have no responsibility for any aspect of the Depositary’s actions or for its records of ownership interests in the Global Security; the Corporation and the Trustee also do not supervise the Depositary in any way; and
the Depositary will usually require that interests in a Global Security be purchased or sold within its system using same-day funds.

Special Situations When Global Security Will be Terminated

In a few special situations described below, a Global Security will terminate and interests in it will be exchanged for physical certificates representing Debt Securities. After that exchange, an investor may choose whether to hold Debt Securities directly or indirectly through an account at its bank, brokerage firm or other financial institution. Investors must consult their own banks, brokers or other financial institutions to find out how to have their interests in Debt Securities transferred into their own names, so that they will be registered holders of the Debt Securities represented by each Global Security.

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The special situations for termination of a Global Security are:

when the Depositary notifies the Corporation that it is unwilling, unable or no longer qualified to continue as Depositary (unless a replacement Depositary is named); and
when and if the Corporation decides to terminate a Global Security.

The Prospectus Supplement may list situations for terminating a Global Security that would apply only to the particular series of Debt Securities covered by the Prospectus Supplement. When a Global Security terminates, the Depositary (and not the Corporation or the Trustee) will be responsible for deciding the names of the institutions that will be the initial direct holders.

Events of Default

Unless otherwise indicated in the applicable Prospectus Supplement, the term “Event of Default” with respect to Debt Securities of any series means any of the following:

(a) default in the payment of the principal of (or any premium on) any Debt Security of that series at its Maturity;
(b) default in the payment of any interest on any Debt Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days;
(c) default in the deposit of any sinking fund payment, when the same become due by the terms of the Debt Securities of that series;
(d) default in the performance, or breach, of any other covenant or agreement of the Corporation in the Indenture in respect of the Debt Securities of that series (other than a covenant or agreement for which default or breach is specifically dealt with elsewhere in the Indenture), where such default or breach continues for a period of 90 days after written notice thereof to the Corporation by the Trustee or the holders of at least 25 per cent in principal amount of all outstanding Debt Securities affected thereby;
(e) certain events of bankruptcy, insolvency or reorganization; or
(f) any other event of default provided with respect to the Debt Securities of that series.

If an Event of Default occurs and is continuing with respect to Debt Securities of any series, then the Trustee or the holders of not less than 25 per cent in principal amount of the outstanding Debt Securities of that series may require the principal amount (or, if the Debt Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount as may be specified in the terms of that series) of all the outstanding Debt Securities of that series and any accrued but unpaid interest on such Debt Securities be paid immediately. However, at any time after a declaration of acceleration with respect to Debt Securities of any series or all series affected (or of all series, as the case may be) has been made and before a judgment or decree for payment of the money due has been obtained, the holders of a majority in principal amount of the outstanding Debt Securities of such series or of all series affected (or of all series, as the case may be), by written notice to the Corporation and the Trustee, may, under certain circumstances, rescind and annul such acceleration. The applicable Prospectus Supplement will contain provisions relating to acceleration of the maturity of a portion of the principal amount of Original Issue Discount Securities or Indexed Securities upon the occurrence of any Event of Default and the continuation thereof.

Other than its duties in the case of an Event of Default, the Trustee will not be obligated to exercise any of its rights and powers under the Indenture at the request or direction of any of the holders, unless the holders have offered to the Trustee reasonable indemnity. If the holders provide reasonable indemnity, the holders of a majority in principal amount of the outstanding Debt Securities of all series affected by an Event of Default may, subject to

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certain limitations, direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Debt Securities of all series affected by such Event of Default.

No holder of a Debt Security of any series will have any right to institute any proceedings, unless:

such holder has previously given to the Trustee written notice of a continuing Event of Default with respect to the Debt Securities of that series;
the holders of at least 25 per cent in principal amount of the outstanding Debt Securities of all series affected by such Event of Default have made written request and have offered reasonable indemnity to the Trustee to institute such proceedings as trustee; and
the Trustee has failed to institute such proceeding, and has not received from the holders of a majority in the aggregate principal amount of outstanding Debt Securities of all series affected by such Event of Default a direction inconsistent with such request, within 60 days after such notice, request and offer.

However, these limitations do not apply to a suit instituted by the holder of a Debt Security for the enforcement of payment of principal of or interest on such Debt Security on or after the applicable due date of such payment.

The Corporation will be required to furnish to the Trustee annually an officers’ certificate as to the performance of certain of its obligations under the Indenture and as to any default in such performance.

Defeasance

In this section, the term “defeasance” means discharge from some or all of the Corporation’s obligations under the Indenture with respect to Debt Securities of a particular series. Unless otherwise stated in the applicable Prospectus Supplement, if the Corporation deposits with the Trustee sufficient cash or government securities to pay the principal, interest, any premium and any other sums due to the stated maturity or a redemption date of the Debt Securities of a particular series, then at its option:

the Corporation will be discharged from its obligations with respect to the Debt Securities of such series with certain exceptions, and the holders of the Debt Securities of the affected series will not be entitled to the benefits of the Indenture except for registration of transfer and exchange of Debt Securities and replacement of lost, stolen or mutilated Debt Securities and certain other limited rights. Such holders may look only to such deposited funds or obligations for payment; or
the Corporation will no longer be under any obligation to comply with certain covenants under the Indenture, and certain Events of Default will no longer apply to it.

Unless otherwise stated in the applicable Prospectus Supplement, to exercise defeasance the Corporation also must deliver to the Trustee:

an opinion of Canadian counsel or a ruling from Canada Revenue Agency that there would be no such recognition of income, gain or loss for Canadian federal or provincial income tax purposes and that holders of the Debt Securities of that series will be subject to Canadian federal and provincial income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.

In addition, no Event of Default with respect to the Debt Securities of the applicable series can have occurred and the Corporation cannot be an insolvent person under the Bankruptcy and Insolvency Act (Canada).

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Modifications and Waivers

The Corporation may modify or amend the Indenture with the consent of the holders of a majority in aggregate principal amount of the outstanding Debt Securities of all series affected by such modification or amendment; provided, however, unless otherwise stated in the applicable Prospectus Supplement, that the Corporation will be required to receive consent from the holder of each outstanding Debt Security of such affected series to:

change the stated maturity of the principal of, or interest on, such outstanding Debt Security;
reduce the principal amount of or interest on such outstanding Debt Security;
reduce the amount of the principal payable upon the acceleration of the maturity of an outstanding Original Issue Discount Security;
change the place or currency of payments on such outstanding Debt Security;
reduce the percentage in principal amount of outstanding Debt Securities of such series, from which the consent of holders is required to modify or amend the Indenture or waive compliance with certain provisions of the Indenture or waive certain defaults; or
modify any provisions of the Indenture relating to modifying or amending the Indenture or waiving past defaults or covenants except as otherwise specified.

The holders of a majority in principal amount of Debt Securities of any series or of the affected series may waive the Corporation’s compliance with certain restrictive provisions of the Indenture with respect to such series. The holders of a majority in principal amount of outstanding Debt Securities of all series with respect to which an Event of Default has occurred may waive any past default under the Indenture, except a default in the payment of the principal of or interest on any Debt Security or in respect of any item listed above.

The Indenture or the Debt Securities may be amended or supplemented, without the consent of any holder of such Debt Securities, in order to, among other things, cure any ambiguity or inconsistency, comply with applicable law or to make any change, in any case, that does not have a materially adverse effect on the rights of any holder of such Debt Securities.

Consent to Jurisdiction and Service

Under the Indenture, the Corporation will irrevocably appoint an authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities or the Indenture that may be instituted in any Canadian federal or Ontario provincial court located in Vancouver, British Columbia and will submit to such non-exclusive jurisdiction.

Governing Law

The Indenture and the Debt Securities will be governed by and construed in accordance with the laws of the Province of Ontario.

The Trustee

The Trustee under the Indenture or its affiliates may provide banking and other services to the Corporation in the ordinary course of their business.

The Indenture will contain certain limitations on the rights of the Trustee, as long as it or any of its affiliates remains the Corporation’s creditor, to obtain payment of claims in certain cases or to realize on certain property received on any claim as security or otherwise. The Trustee and its affiliates will be permitted to engage in

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other transactions with the Corporation. If the Trustee or any affiliate acquires any conflicting interest and a default occurs with respect to the Debt Securities, the Trustee must eliminate the conflict or resign.

DESCRIPTION OF CONVERTIBLE SECURITIES

The Corporation may issue Convertible Securities. This section describes the general terms that will apply to any Convertible Securities issued pursuant to this Prospectus.

The Convertible Securities will be convertible or exchangeable into Common Shares and/or other Securities. The Convertible Securities convertible or exchangeable into Common Shares and/or other Securities may be offered separately or together with other Securities, as the case may be. The applicable Prospectus Supplement will include details of the agreement, indenture or other instrument to which such Convertible Securities will be created and issued.

The Prospectus Supplement relating to any Convertible Securities the Corporation offers will describe the Convertible Securities and the specific terms relating to the offering. The description will include, where applicable:

the number of such Convertible Securities offered;
the price at which such Convertible Securities will be offered;
the procedures for the conversion or exchange of such Convertible Securities into or for Common Shares and/or other Securities;
the number of Common Shares and/or other Securities that may be issued upon the conversion or exchange of such Convertible Securities;
the period or periods during which any conversion or exchange may or must occur;
the designation and terms of any other Convertible Securities with which such Convertible Securities will be offered, if any;
the gross proceeds from the sale of such Convertible Securities;
whether the Convertible Securities will be listed on any securities exchange;
whether the Convertible Securities are to be issued in registered form, “book-entry only” form, bearer form or in the form of temporary or permanent global securities and the basis of exchange,
transfer and ownership thereof;
certain material Canadian tax consequences of owning the Convertible Securities; and
any other material terms and conditions of the Convertible Securities.

DESCRIPTION OF WARRANTS

The Corporation may issue Warrants to purchase Common Shares or other Securities. This section describes the general terms that will apply to any Warrants issued pursuant to this Prospectus.

Warrants may be offered separately or together with other Securities and may be attached to or separate from any other Securities. Unless the applicable Prospectus Supplement otherwise indicates, each series of Warrants will be issued under a separate warrant indenture to be entered into between the Corporation and one or more banks or trust companies acting as Warrant agent. The Warrant agent will act solely as the agent of the Corporation and will not assume a relationship of agency with any holders of Warrant certificates or beneficial owners of Warrants.

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The applicable Prospectus Supplement will include details of the warrant indentures, if any, governing the Warrants being offered. The specific terms of the Warrants, and the extent to which the general terms described in this section apply to those Warrants, will be set out in the applicable Prospectus Supplement. A copy of the warrant indenture relating to an offering of Warrants will be filed by the Corporation with securities regulatory authorities in Canada after it has been entered into by the Corporation.

The Prospectus Supplement relating to any Warrants the Corporation offers will describe the Warrants and the specific terms relating to the offering. The description will include, where applicable:

the designation and aggregate number of Warrants;
the price at which the Warrants will be offered;
the currency or currencies in which the Warrants will be offered;
the date on which the right to exercise the Warrants will commence and the date on which the right will expire;
the designation, number and terms of the Common Shares or other Securities, as applicable, that may be purchased upon exercise of the Warrants, and the procedures that will result in the adjustment of those numbers;
the exercise price of the Warrants;
the designation and terms of the Securities, if any, with which the Warrants will be offered, and the number of Warrants that will be offered with each Security;
if the Warrants are issued as a unit with another Security, the date, if any, on and after which the Warrants and the other Security will be separately transferable;
any minimum or maximum amount of Warrants that may be exercised at any one time;
any terms, procedures and limitations relating to the transferability, exchange or exercise of the Warrants;
whether the Warrants will be subject to redemption or call and, if so, the terms of such redemption or call provisions;
material Canadian federal income tax consequences of owning the Warrants; and
any other material terms or conditions of the Warrants.

Warrant certificates will be exchangeable for new Warrant certificates of different denominations at the office indicated in the Prospectus Supplement. Prior to the exercise of their Warrants, holders of Warrants will not have any of the rights of holders of the securities subject to the Warrants. The Corporation may amend the warrant indenture(s) and the Warrants, without the consent of the holders of the Warrants, to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision or in any other manner that will not prejudice the rights of the holders of outstanding Warrants, as a group.

DESCRIPTION OF SUBSCRIPTION RECEIPTS

The Corporation may issue Subscription Receipts, separately or together, with Common Shares, Debt Securities, Convertible Securities or Warrants, as the case may be. The Subscription Receipts will be issued under a

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subscription receipt agreement. This section describes the general terms that will apply to any Subscription Receipts that may be offered by the Corporation pursuant to this Prospectus.

The applicable Prospectus Supplement will include details of the subscription receipt agreement covering the Subscription Receipts being offered. A copy of the subscription receipt agreement relating to an offering of Subscription Receipts will be filed by the Corporation with securities regulatory authorities in Canada and the United States after it has been entered into by the Corporation. The specific terms of the Subscription Receipts, and the extent to which the general terms described in this section apply to those Subscription Receipts, will be set forth in the applicable Prospectus Supplement. This description will include, where applicable:

the number of Subscription Receipts;
the price at which the Subscription Receipts will be offered and whether the price is payable in instalments;
conditions to the exchange of Subscription Receipts into Common Shares, Debt Securities, Convertible Securities or Warrants, as the case may be, and the consequences of such conditions not being satisfied;
the procedures for the exchange of the Subscription Receipts into Common Shares, Debt Securities, Convertible Securities or Warrants;
the number of Common Shares or Warrants that may be exchanged upon exercise of each Subscription Receipt;
the aggregate principal amount, currency or currencies, denominations and terms of the series of Debt Securities or Convertible Securities related to debt that may be exchanged upon exercise of the Subscription Receipts;
the designation and terms of any other Securities with which the Subscription Receipts will be offered, if any, and the number of subscription receipts that will be offered with each Security;
the dates or periods during which the Subscription Receipts may be exchanged into Common Shares, Debt Securities, Convertible Securities or Warrants;
terms applicable to the gross or net proceeds from the sale of the Subscription Receipts plus any interest earned thereon;
material Canadian federal income tax consequences of owning the Subscription Receipts;
any other rights, privileges, restrictions and conditions attaching to the Subscription Receipts; and
any other material terms and conditions of the Subscription Receipts.

Subscription Receipt certificates will be exchangeable for new Subscription Receipt certificates of different denominations at the office indicated in the Prospectus Supplement. Prior to the exchange of their Subscription Receipts, holders of Subscription Receipts will not have any of the rights of holders of the securities subject to the Subscription Receipts.

Under the subscription receipt agreement, a Canadian purchaser of Subscription Receipts will have a contractual right of rescission following the issuance of Common Shares, Debt Securities, Convertible Securities or Warrants, as the case may be, to such purchaser, entitling the purchaser to receive the amount paid for the Subscription Receipts upon surrender of the Common Shares, Debt Securities, Convertible Securities or Warrants, as the case may be, if this Prospectus, the applicable Prospectus Supplement, and any amendment thereto, contains a

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misrepresentation, provided such remedy for rescission is exercised within 180 days of the date the Subscription Receipts are issued.

PRIOR SALES

During the 12 month period before the date of this Prospectus, the Corporation has issued Common Shares and securities convertible into Common Shares as follows:

Date of Issue/Grant *Common Shares* June 15, 2020 .................................................................................................... June 16, 2020 .................................................................................................... June 23, 2020 .................................................................................................... October 15, 2020 ............................................................................................... October 19, 2020 ............................................................................................... October 22, 2020 ............................................................................................... October 27, 2020 ............................................................................................... October 29, 2020 ............................................................................................... October 30, 2020 ............................................................................................... November 3, 2020 ............................................................................................. November 4, 2020 ............................................................................................. November 7, 2020 ............................................................................................. November 17, 2020 ........................................................................................... November 18, 2020 ........................................................................................... December 10, 2020 ............................................................................................ December 21, 2020 ............................................................................................ December 23, 2020 ............................................................................................ December 30, 2020 ............................................................................................ December 31, 2020 ............................................................................................ December 31, 2020 ............................................................................................ December 31, 2020 ............................................................................................ January 6, 2021 ................................................................................................. January 14, 2021................................................................................................ January 19, 2021................................................................................................	Price per Security (C$) $0.05 $0.05 $0.05 $0.085 $0.065 $0.065 $0.05 $0.065 $0.05 $0.05 $0.05 $0.05 $0.05 $0.05 $0.05 $0.05 $0.10 $0.10 $0.10 $0.065 $0.05 $0.10 $0.065 $0.065	Number of Securities
		13,550,000(1) 1,200,000(1) 1,327,900(1) 990,795(2) 169,231(3) 535,641(3) 1,692,000(4) 1,500,000(5) 13,550,000(6) 4,380,000(4) 400,000(7) 2,500,000(4) 1,240,000(4) 601,000(4) 13,550,000(6) 500,000(32) 600,000(8) 3,387,500(8) 663,950(8) 300,000(5) 1,993,000(4) 3,387,500(8) 685,384(3) 76,923(3)

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Date of Issue/Grant January 29, 2021................................................................................................ February 8, 2021................................................................................................ February 10, 2021 .............................................................................................. March 2, 2021 ................................................................................................... March 5, 2021 ................................................................................................... April 28, 2021 ................................................................................................... April 28, 2021 ................................................................................................... April 30, 2021 ................................................................................................... April 30, 2021 ................................................................................................... April 30, 2021 ................................................................................................... May 4, 2021 ...................................................................................................... May 17, 2021 .................................................................................................... June 14, 2021 .................................................................................................... June 14, 2021 .................................................................................................... June 14, 2021 .................................................................................................... June 15, 2021 .................................................................................................... June 21, 2021 .................................................................................................... June 25, 2021 .................................................................................................... June 29, 2021 .................................................................................................... June 30, 2021 .................................................................................................... *Convertible Debentures* June 19, 2020 ................................................................................................... December 29, 2020 ............................................................................................ January 4, 2021 ................................................................................................. *Restricted Share Units* January 21, 2021 ............................................................................................... January 28, 2021................................................................................................ February 25, 2021 .............................................................................................. *Stock Options* June 15, 2020 .................................................................................................... July 9, 2020 .......................................................................................................	Price per Security (C$) $0.278 $0.05 $0.10 $0.065 $0.410 $0.245 $0.29 $0.18 $0.135 $0.07 $0.30 $0.30 $0.08 $0.07 $0.265 $0.30 $0.30 $0.30 $0.30 $0.30 $0.05 $0.30 $0.30 $0.245 $0.28 $0.42 $0.10 $0.10	Number of Securities
		839,570(9) 1,100,000(7) 7,000,000(8) 368,585(3) 22,500(8) 1,500,000(10) 500,000(11) 100,000(12) 60,000(13) 75,000(14) 266,666(15) 23,333(15) 90,000(33) 125,000(34) 30,000(35) 25,840(36) 166,666(15) 33,333(15) 33,333(15) 77,200(36) 27,100,000(16) 11,189,500(17) 1,033,333(18) 1,225,000(19) 75,00019) 75,00019) 130,000(20) 750,000(21)

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Date of Issue/Grant September 1, 2020 ............................................................................................. September 8, 2020 ............................................................................................. September 24, 2020 ........................................................................................... September 28, 2020 ........................................................................................... December 3, 2020 .............................................................................................. December 22, 2020 ............................................................................................ January 13, 2021................................................................................................ January 28, 2021................................................................................................ February 25, 2021 .............................................................................................. June 17, 2021 .................................................................................................... *Warrants* June 25, 2020 .................................................................................................... December 29, 2020 ............................................................................................ January 6, 2021 .................................................................................................	Price per Security (C$) $0.10 $0.10 $0.10 $0.10 $0.18 $0.265 $0.285 $0.285 $0.42 $0.385 $0.10 $0.30 $0.30	Number of Securities
		400,000(21) 300,000(22) 200,000(23) 1,000,000(24) 300,000(25) 1,900,000(26) 250,000(27) 450,000(28) 300,000(29) 200,000(37) 8,038,950(30) 612,910(31) 62,000(31)

Notes:

(1) Issued as part of Organto’s private placement. Market price when private placement was announced was $0.05.
(2) Issued under shares-for-debt settlements. 300,000 shares at $0.05 and 690,795 shares at $0.10.
(3) Exercise of warrants issued March 2, 2020. Warrants were issued as part of a bridge loan financing. Market price when the financing was announced was $0.06.
(4) Issued on conversion of convertible debenture. Convertible debenture issued on May 4, 2020. Market price when debenture financing announced was $0.05.
(5) Exercise of warrants issued July 14, 2020. Warrants were issued as part of a bridge loan financing. Market price when warrants issued was $0.045.
(6) Issued on conversion of convertible debenture which was issued to settle the bank loan of Organto's Mexican subsidiary of US$500,000. Guarantee agreement was signed June 19, 2020. This convertible debenture was included with the announcement of the May 2020 debentures and the market price was $0.05.
(7) Issued on conversion of convertible debenture. Convertible debenture was issued on May 1, 2020. Market price when debenture financing announced was $0.05.
(8) Exercise of warrants issued on June 25, 2020. Warrants were issued as part of Organto's private placement. Market price when the financing was announced was $0.05.
(9) Issued to acquire Fresh Organic Choice BV. EUR150,000 worth of shares issued at $0.278, that price being the 20 day weighted average closing price as at January 13, 2021.
(10) Issued to Co-CEO as bonus. Issued at market price when bonus was approved on December 22, 2020.
(11) Issued to Co-CEO as bonus. Issued at market price when bonus was approved on January 28, 2021.
(12) Exercise of stock options granted on October 10, 2017. Market price on date of grant was $0.18.
(13) Exercise of stock options granted on December 12, 2018. Market price on date of grant was $0.08.
(14) Exercise of stock options granted on December 4, 2019. Market price on date of grant was $0.06.
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(15) Issued on conversion of convertible debenture. Convertible debenture issued on December 29, 2020. Market price when debenture financing announced was $0.25.
(16) Convertible debentures issued on June 19, 2020. Market price when debenture financing announced was $0.05.
(17) Convertible debentures issued on December 29, 2020. Market price when debenture financing announced was $0.25.
(18) Convertible debentures issued on January 4, 2021. Market price when debenture financing announced was $0.25.
(19) Restricted share units were granted under Organto's restricted share unit plan. The price was the market price on date of grant.
(20) Stock options granted under Organto's stock option plan. The market price on the date of grant was $0.065.
(21) Stock options granted under Organto's stock option plan. The market price on the date of grant was $0.075. (22) Stock options granted under Organto's stock option plan. The market price on the date of grant was $0.09.
(23) Stock options granted under Organto's stock option plan. The market price on the date of grant was $0.085. (24) Stock options granted under Organto's stock option plan. The market price on the date of grant was $0.095. (25) Stock options granted under Organto's stock option plan. The market price on the date of grant was $0.15.
(26) Stock options granted under Organto's stock option plan. The market price on the date of grant was $0.255. (27) Stock options granted under Organto's stock option plan. The market price on the date of grant was $0.285.
(28) Stock options granted under Organto's stock option plan. The market price on the date of grant was $0.28.
(29) Stock options granted under Organto's stock option plan. The market price on the date of grant was $0.42.
(30) Warrants were issued as part of Organto's private placement. Market price when the financing was announced was $0.05.
(31) Warrants were issued as part of Organto's convertible debenture financing. Market price when debenture financing announced was $0.25.
(32) Issued on conversion of convertible debenture. Convertible debenture was issued on May 12, 2020. Market price when debenture financing announced was $0.05.
(33) Exercise of stock options granted on June 3, 2019. Market price on the date of grant was $0.05.
(34) Exercise of stock options granted on December 4, 2019. Market price on the date of grant was $0.06.
(35) Exercise of stock options granted on December 22, 2020. Market price on the date of grant was $0.255.
(36) Exercise of warrants granted on December 29, 2020. Market price on the date of grant was $0.26.
(37) Stock options granted under Organto's stock option plan. The market price on the date of grant was $0.355.

TRADING PRICE AND VOLUME

The principal market on which the Common Shares trade is the TSXV. Since August 2020, the Common Shares also trade on the FSE.

The following table sets forth the reported high and low closing prices and the aggregate volume of trading of the Common Shares on the TSXV for the periods indicated during the 12 month period before the date of this Prospectus:

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Month May 2020 .............................................................................. June 2020 .............................................................................. July 2020 ............................................................................... August 2020 .......................................................................... September 2020 ..................................................................... October 2020 ......................................................................... November 2020 ..................................................................... December 2020 ..................................................................... January 2021 ......................................................................... February 2021 ....................................................................... March 2021 ........................................................................... April 2021 ............................................................................. May 2021 .............................................................................. June 2021 ............................................................................. July 1 to 2, 2021 ...................................................................	C$ High 0.065 0.080 0.080 0.080 0.095 0.180 0.190 0.310 0.315 0.430 0.420 0.400 0.410 0.500 0.480	C$ Low Volume 0.045 1,765,000 0.060 1,949,000 0.070 682,500 0.070 669,740 0.075 1,153,879 0.100 3,989,184 0.150 6,780,411 0.150 15,682,098 0.245 6,064,593 0.295 10,833,453 0.350 7,106,331 0.315 6,093,528 0.298 4,434,114 0.335 5,372,281 0.450 101,782

The closing price of the Common Shares on the TSXV on July 2, 2021, the last trading day prior to the date of this Prospectus, was C$0.460.

The following table sets forth the reported high and low closing prices and the aggregate volume of trading of the Common Shares on the FSE for the periods indicated during the 12 month period before the date of this Prospectus:

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Month May 2020 .............................................................................. June 2020 .............................................................................. July 2020 ............................................................................... August 20 – 31, 2020 ............................................................. September 2020 ..................................................................... October 2020 ......................................................................... November 2020 ..................................................................... December 2020 ..................................................................... January 2021 ......................................................................... February 2021 ....................................................................... March 2021 ........................................................................... April 2021 ............................................................................. May 2021 .............................................................................. June 2021 ............................................................................. July 1 to 2, 2021 ...................................................................	EUR High N/A N/A N/A 0.059 N/A 0.087 N/A N/A 0.220 0.286 0.368 0.212 N/A N/A N/A	EUR Low N/A N/A N/A 0.036 N/A 0.059 N/A N/A 0.072 0.150 0.176 0.157 N/A N/A N/A	Volume
			N/A N/A N/A 3,000 0 100 0 0 2,678 17,849 9,166 5,000 0 0 0

The closing price of the Common Shares on the FSE on July 2, 2021, the last trading day prior to the date of this Prospectus, was EUR 0.157.

LEGAL MATTERS

Certain legal matters relating to the offering of Securities hereunder will be passed upon on behalf of the Corporation by Fasken Martineau DuMoulin LLP with respect to Canadian legal matters. At the date hereof, the partners and associates of Fasken Martineau DuMoulin LLP, as a group each beneficially own, directly or indirectly, less than one per cent of any outstanding securities of the Corporation or any associate or affiliate of the Corporation.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditors of the Corporation are Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, through its offices at 1140 W Pender St #1500-1700, Vancouver, BC V6E 4G1. Dale Matheson CarrHilton Labonte LLP has confirmed that they are independent with respect to the Corporation within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulation.

The transfer agent and registrar for the Common Shares is Computershare Investor Services Inc. through its offices at 2nd Floor, 510 Burrard Street, Vancouver, British Columbia, Canada, V6C 3B9.

RISK FACTORS

Before making an investment decision, prospective purchasers of Securities should carefully consider the information described in this Prospectus and the documents incorporated by reference herein, including the applicable Prospectus Supplement. There are certain risks inherent in an investment in the Securities, including the factors described under the heading “Description of Business–Risk Factors” in the Annual Information Form (pages

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12 through 17), and the factors described under the heading “Risks and Uncertainties” in the management’s discussion and analysis of financial position and results of operation of the Corporation for the three months ended March 31, 2021, and any other risk factors described herein or in a document incorporated by reference herein, which investors should carefully consider before investing. Additional risk factors relating to a specific offering of Securities will be described in the applicable Prospectus Supplement. Some of the factors described herein, in the documents incorporated by reference herein, and/or the applicable Prospectus Supplement are interrelated and, consequently, investors should treat such risk factors as a whole. If any of the risk factors described herein, in the Annual Information Form, in another document incorporated by reference herein or in the applicable Prospectus Supplement occur, it could have a material adverse effect on the business, financial condition and results of operations of the Corporation. Additional risks and uncertainties of which the Corporation currently is unaware or that are unknown or that it currently deems to be immaterial could have a material adverse effect on the Corporation’s business, financial condition and results of operation. The Corporation cannot assure purchasers that it will successfully address any or all of these risks. There is no assurance that any risk management steps taken will avoid future loss due to the occurrence of the risks described herein, in the Annual Information Form, in the other documents incorporated by reference herein or in the applicable Prospectus Supplement or other unforeseen risks.

Additional Risk Factors

We have a history of negative cash flows from operating activities.

The Corporation has a history of negative cash flow from operating activities. To the extent that the Corporation has negative cash flow in future periods, the Corporation may need to allocate a portion of the net proceeds from the sale of Securities to fund such negative cash flow. There can be no assurance that additional capital or other types of financing will be available when needed or that these financings will be on terms at least as favourable to the Corporation as those previously obtained, or at all.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus or a prospectus supplement (including a pricing supplement) relating to the securities purchased by a purchaser and any amendment thereto. In several of the provinces and territories of Canada, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, damages, if the prospectus or prospectus supplement (including a pricing supplement) relating to the securities purchased by a purchaser and any amendment thereto contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for the particulars of these rights or consult with a legal adviser.

Original purchasers of Securities which are convertible, exchangeable or exercisable for other securities of the Corporation, including Warrants if offered separately, will have a contractual right of rescission against the Corporation in respect of the conversion, exchange or exercise of such Securities. Other than in the case of an offering of warrants that may reasonably be regarded as incidental to the offering as a whole, the contractual right of rescission will entitle such original purchasers to receive the original amount paid for the convertible securities and any additional amount paid upon the conversion, exchange or exercise of such securities, upon surrender of the underlying securities gained thereby, in the event that this Prospectus, the relevant Prospectus Supplement or an amendment thereto contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of such Securities under this Prospectus and the applicable Prospectus Supplement; and (ii) the right of rescission is exercised within 180 days of the date of the purchase of such Securities under this Prospectus and the applicable Prospectus Supplement. This contractual right of rescission will be consistent with the statutory right of rescission described under section 131 of the Securities Act (British Columbia), and is in addition to any other right or remedy available to original purchasers under section 131 the Securities Act (British Columbia) or otherwise at law.

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Original purchasers are further advised that in certain provinces and territories the statutory right of action for damages in connection with a prospectus misrepresentation is limited to the amount paid for the Securities that were purchased under a prospectus, and therefore, a further payment at the time of conversion, exchange or exercise may not be recoverable in a statutory action for damages. The purchaser should refer to any applicable provisions of the securities legislation of the province or territory in which the purchaser resides for the particulars of these rights, or consult with a legal advisor.

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CERTIFICATE OF THE CORPORATION

Dated: July 5, 2021

This short form prospectus, together with the documents incorporated in this prospectus by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by the securities legislation of each of the provinces and territories of Canada.

/s/ Steve Bromley /s/ Rients van der Wal /s/ Ralf Langner (Signed): STEVE BROMLEY (Signed): RIENTS VAN DER WAL (Signed): RALF LANGNER Co-Chief Executive Officer Co-Chief Executive Officer Chief Financial Officer

On behalf of the Board of Directors

/s/ Joost Verrest (Signed): JOOST VERREST Director

/s/ Jeremy Kendall (Signed): JEREMY KENDALL Director