Oragin Foods Provides Update on Unsecured Debentures

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Oragin Foods Provides Update on Unsecured Debentures, Announces Resignation of Directors and Confirms No Interruption to Its Retail and CPG Operations

The Company’s four (4) independent directors, Mr. Ken Villazor, Mr. Keith Stein, Mr. Micheal Lovsin, and Mr. Kevin Williams (the “Independent Directors”), have resigned from the Company’s Board of Directors and confirm that its retail business and CPG Division continue to operate without interruption, each as further described below.
Debentures and Special Committee Formation

Prior to their respective resignations, the Board of Directors had formed a special committee (the “Special Committee”) comprised of the four independent directors to initiate a process to explore, review and evaluate a broad range of strategic options (the “Strategic Options”) with an aim to repay the Unsecured Debentures.

Prior to that, on October 28th, 2022, the Company had announced that it had received Notices of Default (the “Notices”) from the holders (the “Holders”) of the Unsecured Debentures issued on October 25, 2019, which matured on October 25th, 2022 (the “Maturity Date”).

Initially, through management and then through the efforts of the Special Committee since its formation, the Company continued to engage in discussions with the Holders with the objective of coming to mutually beneficial terms with regard to the repayment of the Unsecured Debentures. However, despite these efforts, the Company has been unable to agree with the Holders on mutually agreeable terms and, in the Company’s view, in the best interests of the Company and its shareholders.

The Company may continue discussions with the Holders if the Company believes that mutually agreeable terms are feasible.

Director Resignations

Concurrently, the Company’s Directors & Officers Indemnity Insurance (the “D&O Insurance”), which was scheduled for renewal, could only be renewed with certain limitations related to and as a result of the Notices and related circumstances. It is the Company’s belief that the Independent Directors tendered their resignations, despite continued efforts to reach a resolution with the Holders up until the date of such resignations, as a result of the inability of the Company to continue to maintain full coverage for its board of directors and management.

Matt Lurie, President and CEO, remains as the Company’s sole director.

Status of Listing on the Exchange and Next Steps

As the policies of the Exchange require that there be a minimum three (3) directors on the board of directors of a reporting issuer listed on the Exchange, the Company anticipates that the Exchange will suspend the Company’s listing in the coming days until and unless the Company can fill the vacancies and return to compliance with the applicable policies of the Exchange. The remaining director intends to seek to appoint the two (2) additional directors required pursuant to the Company’s Articles and continues to evaluate the Strategic Options to repay the Unsecured Debentures, improve or remove the limitations pursuant to the D&O Insurance, and undertaking such actions as are required to bring the Company into compliance with the policies of the TSX Venture Exchange (the “Exchange”).

Status of Retail Business and CPG Division

The Company’s retail business and CPG Division continue to operate without any material change or interruption. The Company has sufficient cash on hand to continue its operations without experiencing the impact of the resignations of the Resigning Directors or the anticipated suspension of the Company Exchange listing at this time.

“I would like to thank the Board for their efforts in trying to arrive at an agreement with the Unsecured Debenture holders. It is unfortunate that the set of events that has transpired has led us to this current situation; however, I am committed to working towards remedying the outstanding issues. The Company’s Retail and CPG Divisions continue to function as normal, and the company has sufficient cash on hand to carry on with its operations,” said President and CEO Matt Lurie.

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