Organto Enters into Agreement to Acquire Medicannabis S.A.S

Published: November 1, 2018

Organto Enters into Agreement to Acquire Medicannabis S.A.S

Organto Foods Inc., an integrated provider of value-added organic vegetables and fruits has entered into an agreement to acquire Medicannabis S.A.S., a privately held Colombian medicinal cannabis company that is a late stage applicant for licenses to enable it to cultivate and process cannabis in Colombia.

“We believe the acquisition of Medicannabis is a logical and complementary extension to our current organic vegetables and fruits business, given our diverse sourcing, processing, logistics, import, export and organic certification expertise,” commented Steve Bromley, Chair and Interim Chief Executive Officer of Organto Foods Inc. “While organic fruits and vegetables will continue to be the mainstay of our business, we believe the addition of a self-standing cannabis division will ultimately lead to increased profitability and value creation for our shareholders.”

Under the terms of the agreement, the transaction would proceed in two stages. In the first stage Organto acquires the shares of Medicannabis and undertakes the final stages of the licensing process. Subject to final due-diligence, this is anticipated to be completed during the week of November 5, 2018. In the second stage, which remains subject to the acceptance of the TSX Venture Exchange and shareholder approval, Organto issues up to 8,000,000 shares (the “Shares”) to the original shareholders of Medicannabis upon receipt of a cultivation license which is one of a number of licenses Medicannabis has applied for. Should the transaction proceed, Organto will seek shareholder approval via shareholder consent resolutions, and is confident this can be obtained in a timely manner. The Shares would be subject to a four month hold period under applicable securities regulation and also be subject to contractual release limitations over a three-year period.

Full details of the acquisition, including Organto’s plans in the cannabis sector, Medicannabis’ unique cultivar breeds, and key personnel appointments, will be announced following closing, should it proceed, and is currently scheduled for the week of November 5, 2018.

The Company intends to pay a finder’s fee in connection with the acquisition of Medicannabis and the issuance of the Shares in accordance with the policies of the TSX Venture Exchange.