Financial Statements (Annual Report)

Organto Foods Inc. 410 - 1111 Melville St Vancouver, BC V6E 3V6

Canada https://www.organto.com

For the Year Ended December 31, 2025

(Stated in Canadian Dollars)

To the Shareholders of Organto Foods Inc.

We have audited the consolidated financial statements of Organto Foods Inc. (the "Company"), which comprise the consolidated statements of financial position as at December 31, 2025 and 2024, and the consolidated statements of comprehensive loss, cash flows and changes in shareholders' equity (deficit) for the years then ended, and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "financial statements").

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We draw attention to Note 1 to the financial statements, which describes events or conditions that indicate a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key audit matters are those matters, that in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matter described below to be the key audit matters to be communicated in our report.

Management is responsible for the other information. The other information comprises the information included in Management's Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the

going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Company as a basis for forming an opinion on the group financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Otto Ehinger.

DMCL LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, BC April 28, 2026

Consolidated Statements of Financial Position

Expressed in Canadian Dollars)

December 31,

2025

December 31,

2024

Assets

Current assets

($) ($)

"Steve Bromley" "Joe Riz"

Director Director

The accompanying notes are an integral part of these consolidated financial statements.

Consolidated Statements of Comprehensive Loss (Expressed in Canadian Dollars)

Year ended December 31

2025 2024

($) ($)

Consolidated Statements of Cash Flows (Expressed in Canadian Dollars)

Year ended December 31

2025 2024

($) ($)

Operating activities

Net loss from continuing operations for the year (16,822,166) (3,150,144) Add back:

Items not involving cash (note 24) 15,387,872 1,680,119

Consolidated Statements of Changes in Shareholders' Equity (Deficit)

For the Years Ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)

The accompanying notes are an integral part of these consolidated financial statements.

1. Nature of operations and going concern

   Organto Foods Inc. ("Organto" or "the Company") is engaged in the sourcing and supply, logistics, packaging, distribution and marketing of healthy and sustainable fresh organic and fairtrade fruit and vegetable products. The Company employs an integrated business model to provide a year-round supply of a number of organic and specialty fruit and vegetable products sourced from a global supply base and currently marketed to customers primarily in a variety of European countries. The Company's common shares are listed for trading on the TSX Venture Exchange ("TSXV") under the stock symbol "OGO", on the OTCQX under the stock symbol "OGOFF" and on the Frankfurt Stock Exchange under the stock symbol "OGF". The Company's head office and principal address is located at 410 - 1111 Melville St., Vancouver, BC, V6E 3V6, Canada.

   These consolidated financial statements have been prepared on a going concern basis which implies that the Company will continue realizing its assets and discharging its liabilities in the normal course of business for the foreseeable future. For the year ended December 31, 2025 the Company incurred a loss from continuing operations of $16,822,166 of which $12,981,252 was from non-cash losses relating to the debt restructuring activities completed in 2025 plus costs of $770,662 related to these activities. The operations of the Company have historically been funded by the issuance of share capital, bank loans, short-term loans and convertible debentures and the ability of the Company to realize the carrying value of its assets and continue operations as a going concern is dependent upon its ability to obtain additional financing as needed and ultimately on generating future profitable operations. The factors described suggest the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. If the going concern assumption was not appropriate for these consolidated financial statements, adjustments would be necessary in the carrying values of assets, liabilities, reported income and expenses and the consolidated statement of financial position classifications used. Such adjustments could be material.

2. Basis of presentation

   1. Statement of compliance

      These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

      These consolidated financial statements were approved by the Board of Directors and authorized for issue on April 28, 2026.

   2. Basis of measurement

      These consolidated financial statements have been prepared using the historical cost basis, except for certain assets and liabilities measured at fair value as required by IFRS pronouncements. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

   3. Basis of consolidation

      These consolidated financial statements include the accounts of the Company and its subsidiaries:

      Entity	Location	Functional currency	Ownership interest	Status
      NFG New Fruit Group GmbH	Germany	Euro	100%	1
      NFG Italia SRL	Italy	Euro	100%	1
      I AM Organic B.V.	Netherlands	Euro	100%	1
      Organto de Mexico, S.A.	Mexico	Mexican peso	100%	1
      Organto Guatemala, S.A.	Guatemala	Guatemalan quetzal	100%	1
      Organto Argentina S.A.	Argentina	Argentinian peso	100%	2
      Organto Europe B.V.	Netherlands	Euro	100%	3
      Fresh Organic Choice B.V.	Netherlands	Euro	100%	3
      BeeOrganic B.V.	Netherlands	Euro	100%	3

      Status Description

      1. Consolidated subsidiary.

      2. Former consolidated subsidiary which was inactive since 2018 and was dissolved in April 2024 (note 21).

      3. Former consolidated subsidiary which was sold in June 2024 (note 22) whose results from operations have been eliminated from the Company's continuing operations and are instead shown as a single line item, income from discontinued operations, in the consolidated statements of comprehensive loss. Cash flows relating to the operations of the former subsidiary were separated from cash flows relating to the Company's operations.

         All inter-company transactions and balances are eliminated on consolidation.

         Control exists where the parent entity has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Subsidiaries are included in the consolidated financial statements from the date control commences until the date control ceases.

   4. Use of estimates and judgments Significant estimates and assumptions

      The preparation of financial statements in accordance with IFRS requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company's management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised.

      Estimates and assumptions where there is risk of material adjustments to assets and liabilities in future accounting periods include the recoverability of goodwill and intangible assets, estimates of useful lives of long-lived assets, the valuation of inventory, collectability of accounts receivable, the valuation of the Company's convertible debentures and other financial liabilities, share-based payments, share-based compensation and the recoverability and measurement of deferred tax assets.

      Significant judgments

      The preparation of consolidated financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments in preparing the Company's consolidated financial statements include the assumption that the Company will continue as a going concern, classification of expenditures and the classification of financial instruments.

3. Material accounting policy information

   1. Revenue recognition

      Sales are recognized when control of the products has transferred to the Company's customers, being when the products have been shipped or delivered to the customer or the customer's agent according to the incoterms, the customer has full discretion over the price to sell the products, and there is no unfulfilled obligation that could affect the customer's acceptance of the products. The risks of obsolescence and loss have been transferred to the Company's customer once the customer has accepted the products in accordance with the sales order, the acceptance provisions have lapsed, or the Company has objective evidence that all criteria for acceptance have been satisfied.

      No element of financing is deemed present as the sales are made with credit terms standard for the market and industry.

      A receivable is recognized when the goods have been accepted by the customer as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.

   2. Cash and restricted cash

      The Company considers all highly liquid investments with a maturity of ninety days or less to be cash. Cash on deposit with the providers of the Company's hedging facilities as collateral to maintain margin requirements and cash on deposit with the providers of the Company's accounts receivable factoring facilities as collateral are reported separately as restricted cash.

   3. Accounts receivable

      Trade receivables are recognised initially at fair value and thereafter at amortized cost less any allowance for bad debts and expected credit losses. An allowance for doubtful trade receivables is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables and which were not anticipated at the time of the sale. The amount of the allowance is the difference between the receivable's carrying amount and the estimated future cash flows. The amount of the allowance is recognised in the income statement as part of bad debt expense which is included in selling, general and administrative expenses.

      Trade receivables that are factored by financial institutions with recourse to the Company are not derecognised as the risks and rewards of the receivables remain with the Company. The cash received from the financial institutions is considered a form of financing and is recorded in current liabilities and any fee incurred to effect factoring is recognized in the income statement as part of interest expense.

   4. Inventory

      Inventory is valued at the lower of cost and net realizable value. Cost is calculated using the first-in, first-out method and includes freight, handling, processing and packaging costs. The Company's inventory is comprised of fruit and vegetable based products. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and selling expenses.

   5. Derivative assets and liabilities

      The Company uses forward foreign exchange contracts to hedge the variability in cash flows arising from changes in foreign exchange rates relating to foreign currency inventory purchases. Forward contracts are accounted for at their fair value through profit or loss. At each period-end, the position of the contract is marked to market, and all gains or losses are recognized in net income. When contracts are settled, they are derecognized by removing the corresponding derivative asset or liability from the consolidated statement of financial position. The offsetting balance settles to cash and any resulting gain/loss is recorded through profit or loss.

   6. Intangible assets

      Intangible assets identified in a business acquisition are initially recorded at fair value. Intangible assets are then measured net of accumulated amortization and any impairment losses. Customer and supplier relationships are amortized over 5 years on a straight line basis.

   7. Goodwill

      Goodwill represents the excess of the consideration paid over the fair value of the net identifiable assets acquired. Goodwill is not amortized but tested for impairment annually.

      A goodwill impairment loss is recognized in the consolidated statement of comprehensive loss whenever the carrying amount of the cash-generating unit to which it relates exceeds its recoverable amount. Goodwill impairments are not subsequently reversed if the recoverable amount exceeds the carrying value.

   8. Leases

      For leases with an expected term longer than one year, the Company recognizes both right-of-use assets representing the right to use the underlying leased assets and lease liabilities representing the obligations to make lease payments. Right-of-use assets are recognized at the commencement of the lease when the underlying asset is available for use. Right-of-use assets are measured at cost, less any accumulated amortization. The cost of right-of-use assets consist of the amount of lease liabilities recognized and are amortized over the term of the lease. Lease liabilities are measured at the present value of the lease payments that are to be made over the term of the lease. The lease payments include fixed payments as well as variable lease payments that are adjusted for inflation from time to time. During the term of the lease, the carrying value of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made.

      For leases whose term is expected to be one year or less, the Company can elect to not recognize a right-of-use asset and associated lease liability and instead recognize the lease payments as an expense as incurred.

   9. Convertible debentures

      Convertible debentures issued by the Company represent a compound financial instrument that includes the host debt component and the convertible component, with the proceeds received allocated between the two components at the date of issue. The Company then assesses whether the convertible component qualifies as equity or is considered a derivative liability. For debentures issued for cash, the debt liability component is initially recorded at fair value with the residual amount being assigned as the equity component. For debentures issued to settle maturing debentures, both the debt liability and equity components are initially recognized at their fair value with any excess over face value recorded as a loss on extinguishment of debt in the current period. The debt liability component is subsequently accreted to the face value of the convertible debentures at the effective interest rate over the life of the convertible debentures. Upon maturity, or early settlement via cash payment, any difference between the carrying amount of the liability and the redemption amount is recognized in profit or loss.

   10. Foreign currency translation

       These consolidated financial statements are presented in Canadian Dollars which is also the Company's functional currency. Items included in the consolidated financial statements of each of the Company's subsidiaries are measured using the currency of the primary economic environment in which the subsidiary operates (the "functional currency") as noted above.

       The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21,

       The Effects of Changes in Foreign Exchange Rates.

       Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the period-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the original transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

       Exchange differences arising on the translation of monetary items or on settlement of monetary items are recognized in profit or loss in the consolidated statement of comprehensive loss in the period in which they arise.

       Exchange differences arising on the translation of non-monetary items are recognized in other comprehensive income in the consolidated statement of comprehensive loss to the extent that gains and losses arising on those non-monetary items are also recognized in other comprehensive income. Where the non-monetary gain or loss is recognized in profit or loss, the exchange component is also recognized in profit or loss.

       Foreign operations:

       The financial results and position of foreign operations whose functional currency is different from the Company's presentation currency are translated as follows:

       - assets and liabilities are translated at period-end exchange rates prevailing at that reporting date; and

       - income and expenses are translated at average exchange rates for the period.

       Exchange differences arising on translation of foreign operations are recognized in other comprehensive income and recorded in the Company's foreign currency translation reserve in equity. These differences are recognized in the profit or loss in the period in which the operation is disposed.

   11. Impairment of long-lived assets

       At each reporting date, the Company reviews the carrying amounts of its long-lived assets to determine whether there are any indications of impairment. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any.

       The recoverable amount of an asset is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of cash inflows of other assets or groups of assets (the "cash-generating unit" or "CGU").

       If the carrying amount of an asset or CGU exceeds its recoverable amount, the carrying amount of the asset or CGU is reduced to its recoverable amount. An impairment loss is recognized as an expense in the consolidated statement of comprehensive loss.

       Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reduced if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of amortization, if no impairment loss had been recognized.

   12. Financial instruments

       Classification

       The Company classifies its financial instruments at fair value through profit and loss ("FVTPL"), fair value through other comprehensive income (loss) ("FVTOCI") or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company's business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election to designate

       them as FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL or if the Company has opted to measure them at FVTPL.

       The following table shows the classification of the Company's financial instruments:

       Financial assets/liabilities IFRS 9 Classification

       Cash and restricted cash FVTPL

       Receivables Amortized cost

       Derivative assets and liabilities FVTPL

       Accounts payable Amortized cost

       Factored accounts receivable liability Amortized cost

       Short-term loans payable Amortized cost

       Convertible debentures Amortized cost

       Earn-out liability FVTPL

       Measurement

       Financial assets and liabilities at amortized cost

       Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs and subsequently carried at amortized cost less any impairment.

       Financial assets and liabilities at FVTPL

       Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the consolidated statements of comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in net earnings in the period in which they arise. Where management has opted to recognize a financial liability at FVTPL, any changes associated with the Company's own credit risk will be recognized in other comprehensive loss.

       Impairment of financial assets at amortized cost

       The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the consolidated statements of comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

       Derecognition

       Financial assets

       The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the consolidated statements of comprehensive loss.

       Financial liabilities

       The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled or expire. Generally, the difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in the consolidated statements of comprehensive loss.

   13. Finance income and expenses

       Finance income comprises interest income from cash accounts and is recognized in profit or loss on an accrual basis.

       Interest expense comprises interest expense on borrowings. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in profit or loss using the effective interest method. Interest expense is shown net of interest income received.

   14. Income taxes

       Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

       Deferred income taxes are accounted for using the liability method of tax allocation. Under this method deferred income tax assets and liabilities are recognized for the tax consequences of temporary differences by applying substantively enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities.

       The effect on deferred taxes for a change in tax rates is generally recognized in income in the period that includes the substantive enactment.

       A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, the deferred tax asset is reduced.

       Deferred income tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis. Current and deferred tax relating to items recognized directly in equity is recognized in equity and not in the consolidated statement of comprehensive loss.

   15. Loss per share

       Loss per share is calculated using the weighted average number of common shares outstanding during the period. The calculation of diluted loss per share assumes that outstanding options and warrants that are in the money are exercised and the proceeds are used to repurchase shares of the Company at the average market price of the shares for the period. The effect is to increase the number of shares used to calculate diluted earnings per share and is only recognized when the effect is dilutive.

   16. Share-based payments

       The Company grants share-based awards, including share options and restricted share units, as an element of compensation to directors, officers, employees and service providers.

       The Company uses the Black-Scholes Option Pricing Model to measure the fair value for all share options and restricted share units granted, modified or settled during the period. Compensation expense is recorded based on the fair value of the award at the grant date for share options and the market price at the grant date for restricted share units, and then amortized over the vesting period. Each reporting date prior to vesting, the cumulative expense representing the extent to which the vesting period has expired and management's best estimate of the awards that are ultimately expected to vest is computed. No expense is recognized for awards that do not ultimately vest. When options are exercised, the proceeds received, together with any related amount in share-based payments reserve, are credited to share capital. When restricted share units are converted into common shares, the related amount in share-based payments reserve, is credited to share capital.

   17. Share capital

       Common shares are classified as equity. Transaction costs directly attributable to the issuance of common shares and common share warrants are recognized as a deduction from equity. Common shares issued for non-monetary consideration are measured based on their market value at the date the common shares are issued.

       The proceeds from the issuance of units are allocated between common shares and warrants based on the residual value method. Under this method, the proceeds are allocated first to share capital based on the fair value of the common shares at the time the units are priced and any residual value is allocated to the warrants reserve. Consideration received for the exercise of warrants is recorded in share capital, and any related amount recorded in reserve is transferred to share capital.

   18. Discontinued operations

       A discontinued operation is a component of an entity that either has been disposed of or is classified as held for sale and:

       1. represents a separate major line of business or geographical area of operations;

       2. is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations; or

       3. is a subsidiary acquired exclusively with a view for resale.

       Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as income from discontinued operations after tax in the consolidated statements of comprehensive loss. See note 22.

       All other notes to the consolidated financial statements include amounts for continuing operations, unless otherwise indicated.

4. New accounting standards

   The Company did not adopt any new accounting standard changes or amendments in the current year. In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements ("IFRS 18") which replaces IAS 1, Presentation of Financial Statements. This standard aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, in particular additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation and disaggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7, Statement of Cash Flows. IFRS 18 is effective from January 1, 2027. Companies are permitted to apply IFRS 18 before that date. The Company is currently assessing the impact the new standard will have on its consolidated financial statements.

5. Restricted cash

   Restricted cash of $1,069,247 (December 31, 2024 - $66,425) consists of deposits held by the European provider of the Company's hedging facility as collateral to maintain margin requirements if the market value of the Company's forward currency contracts exceeds a certain negative value as well as deposits held by the European provider of the Company's accounts receivable factoring facility as collateral.

6. Receivables

   December 31, December 31,

   2025 2024

   ($) ($)

   Trade accounts receivables	4,354,544	1,965,233
   VAT recoverable	70,659	64,186
   Other	320	-
   	4,425,523	2,029,419

   The Company's European subsidiary established accounts receivable factoring facilities with European financial institutions in 2025 for up to a total of €4 million and the subsidiary was required to provide €360,000 as collateral. The collateral is included in restricted cash (note 5). Funds borrowed under this facility are based on a percentage of qualified accounts receivable and bear interest at the one-month Euribor (euro interbank offered rate) rate plus 2.15%. An annual standby fee of 0.50% of the average unused portion of the facility will also be charged. See note 29.

   Receivables at December 31, 2025 included $1,791,838 of factored accounts in trade accounts receivable with a corresponding amount included in factored accounts receivable liability. Receivables at December 31, 2024 did not include any factored accounts.

7. Inventory

   Fruit and vegetables

   ($)

   Balance, January 1, 2024	1,204,468
   Purchases: Continuing operations	20,091,297
   Discontinued operations	3,393,893
   Expensed as cost of sales:
   Continuing operations (note 16)	(18,942,999)
   Discontinued operations (note 22)	(3,582,107)
   Inventory disposed of in sale of subsidiaries	(145,384)
   Balance, December 31, 2024	2,019,168
   Purchases	56,035,154
   Expensed as cost of sales (note 16)	(54,696,013)
   Balance, December 31, 2025	3,358,309

8. Investment securities

   At December 31, 2025, the Company no longer held any shares of Xebra Brands Inc. 540,000 shares were sold in the first quarter of 2024 for a realized gain of $7,855 and the remaining 43,355 shares owned by the Company were sold in the third quarter for a realized loss of $337. At each period end the Company recorded an unrealized revaluation gain or loss and revalued the carrying value of any shares owned to reflect their market value.

9. Derivative assets and liabilities

   One of the Company's European subsidiaries has established hedging facilities with European financial services companies in order to hedge its exposure to fluctuations in the US dollar vs Euro exchange rate. The facilities are for forward currency exchange contracts with an undrawn balance of US$39.2 million at December 31, 2025 (US$2.0 million at December 31, 2024).

   If exercised at December 31, 2025 the net forward currency exchange contracts would have required the Company to purchase US dollars for more than by acquiring them on the spot market, and a derivative liability was recognized. The carrying value of the derivative liabilities of $494,874 at December 31, 2025 represents the difference between the cost to acquire US dollars on the open market with a similar remaining term versus through the forward currency exchange contracts. If exercised at December 31, 2024 the net forward currency exchange contracts would have allowed the Company to purchase US dollars for less than by acquiring them on the open market with a similar remaining term, and a derivative asset of $82,875 was recognized.

   The gains and losses on the valuation of these derivative liabilities at each period end in 2025 have been recorded as a net unrealized loss of $530,850 for the year ended December 31, 2025 (2024 - unrealized gain of $357,693) and is included in the consolidated statement of comprehensive loss.

   The Company regularly purchases US dollars utilizing its forward currency exchange facilities. The difference between the cost to acquire the US dollars through the forward currency exchange contracts and the open market with a similar remaining term at the time of purchase has been recorded as a realized loss of $1,701,217 for the year ended December 31, 2025 (2024 - gain of

   $21,314) and is included in the consolidated statement of comprehensive income and loss.

10. Intangible assets

    Intangible assets at December 31, 2025 and 2024 consists of the customer and supplier relationships acquired when the Company purchased 100% of the outstanding shares of NFG New Fruit Group GmbH ("New Fruit Group") in 2023. The amortization of customer and supplier relationships is included in selling, general and administrative expenses on the consolidated statements of comprehensive loss.

    	Customer and supplier lists	Goodwill
    	($)	($)
    Cost
    Balance, January 1, 2024	826,001	898,828
    At December 31, 2024	826,001	898,828
    Accumulated amortization
    Balance, January 1, 2024	(165,200)	-
    Amortization	(165,200)	-
    At December 31, 2024	(330,400)	-
    Net carrying value at December 31, 2024	495,601	898,828
    Cost
    Balance, January 1, 2025	826,001	898,828
    At December 31, 2025	826,001	898,828
    Accumulated amortization
    Balance, January 1, 2025	(330,400)	-
    Amortization	(165,200)	-
    At December 31, 2025	(495,600)	-
    Net carrying value at December 31, 2025	330,401	898,828

    The intangible assets acquired in the New Fruit Group acquisition are not deductible for income tax purposes and deferred income taxes of $272,400 were originally recognized and added to the goodwill carrying value. In 2025, to account for amortization of intangible assets, $54,500 (2024 - $109,000) was deducted from deferred income taxes payable and the Company recorded a recovery of deferred income taxes of $54,500 (2024 - $109,000).

    Impairment tests were performed at December 31, 2025 and December 31, 2024 for the New Fruit Group cash-generating ("CGU") in which the Company estimated the recoverable amounts based on value-in-use of the CGU. These tests did not indicate any impairment of the carrying values of the customer and supplier lists.

11. Leases

    The Company began leasing staff accommodation facilities in May 2025. The lease has a term of three years at a monthly cost of

    €2,250. The Company began leasing two office facilities in July 2025. These leases each have a term of one year at a total combined monthly cost of €4,233. The Company recognized right-of-use assets and lease liabilities at the commencement of each lease.

    The right-of-use assets are measured at cost and are amortized on a straight-line basis over the term of each lease. The lease liabilities are valued at the discounted net present value of the remaining lease payments using incremental borrowing rates of 2.91% - 3.15%. The liabilities are increased for interest and reduced for payments made during the term of the leases.

    A summary of the right-of-use assets is as follows:	($)
    Balance at December 31, 2024	-
    New leases entered into	215,502
    Lease amortization expense	(67,701)
    Foreign exchange	2,832
    Balance at December 31, 2025	150,633
    A summary of the lease liability is as follows:	($)
    Balance at December 31, 2024	-
    New leases entered into	215,502
    Principal portion of lease payments	(66,310)
    Foreign exchange	2,837
    Balance at December 31, 2025	152,029
    Lease payments due within the next twelve months	98,477
    Lease payments due later than twelve months	57,928
    	156,405

    Under the terms of its leases, the Company has paid security deposits totalling €15,267 which are reported in prepaid expenses on the statements of financial position.

12. Short-term loans payable

    During the year ended December 31, 2023 the Company received US$325,000 and an additional US$30,000 during the year ended December 31, 2024 from a director. These loans and were unsecured and bore interest at 12% per annum and were repaid in April 2024.

    During the year ended December 31, 2023 the Company received $33,000 from an officer in an interest-bearing loan. During the year ended December 31, 2024 other shareholders provided US$289,143 and $1,494,800 in interest bearing loans of which

    $292,336 was repaid. These loans were unsecured and bore interest at 12% per annum and had an initial term of one year, at which time principal and interest became payable. In April 2025 the Company issued 19,669,050 common shares to settle the loans and accrued interest (note 15) and recorded a loss on settlement of $1,996,904 (note 20). Prior to their repayment, accrued interest on these loans was included in accounts payable and accrued liabilities.

    Part of the consideration paid to acquire New Fruit Group was the issuance of a promissory note by the Company to the former shareholders of New Fruit Group. The promissory note bore interest at 2% and was for €158,956 with payments due in 2024 and 2025. In April 2025 the Company issued 2,200,000 common shares to settle the promissory note and accrued interest (note 15). The Company recorded a loss of $225,748 on the settlement of the promissory note and accrued interest (note 20). Prior to its repayment, the fair value of the promissory note was calculated by discounting the future payments and was accreted to its face value over its original three-year term. The current portion of the promissory note was included in short-term loans.

    The Company received proceeds of $40,000 in September 2020 and an additional $20,000 in December 2020 under the Canada Emergency Business Account ("CEBA") program. The loan was a 0% interest bearing loan with no principal payments required. The loan could be repaid at any time and $20,000 of the loan would be forgiven if repaid in full before December 31, 2023. The

    Company did not repay the loan and the loan began bearing interest at 5% per annum beginning January 19, 2024 and was reclassified as a short-term loan payable. The Company began repaying the loan in September 2025 by applying $26,195 of its Canadian VAT refunds against outstanding principal and accrued interest.

    A summary of the short-term loans is as follows:
    	($)
    Balance, January 1, 2024	463,105
    Proceeds	2,064,085
    Repayments	(774,710)
    Conversion of government grant to short-term loan	60,000
    Short-term portion of New Fruit Group promissory note	19,043
    Foreign exchange	42,222
    Balance, December 31, 2024	1,873,745
    Interest bearing loans settled with common shares (note 15)	(1,783,206)
    Short-term portion of New Fruit Group promissory note settled with common shares (note 15)	(19,043)
    Repayments	(26,195)
    Foreign exchange	(11,496)
    Balance, December 31, 2025	33,805

    Accrued interest of $430 at December 31, 2025 ($148,614 at December 31, 2024) on the interest bearing loans is included in accounts payable and accrued liabilities.

13. Convertible debentures

    December 2024 series A

    In December 2022 the Company issued convertible debentures with a total face value of $1,655,850. The December 2024 debentures were unsecured and had a term of two years and bear interest at 10% annually, payable in arrears beginning one year after their date of issuance.

    The debentures were convertible into shares of Organto at $3.00 per share and interest was not convertible. The holder could convert all or part of the debentures at any time. If, at any time after April 29, 2023, the closing price of the Company's shares exceeded $4.50 or more for ten consecutive trading days, the Company had the right to force conversion of the debentures.

    The issuance of this series of debentures was considered an extinguishment of the December 2022 series of debentures. As such, the fair value of both the debt component and the equity component of the debentures was calculated and the excess over face value, together with transaction costs of $66,894 was recorded as a loss on extinguishment of the December 2022 debentures of

    $96,467 for the year ended December 31, 2022.

    The Company initially recorded $1,483,600 as the fair value of the debt component of the December 2024 debentures, and

    $201,823 as the fair value of the equity component of the debentures. The debt component of the December 2024 debentures was being accreted to the face value of the loan over the two-year term.

    The Company did not pay the interest due in December 2023 and in May 2024, $97,500 of these debentures were settled against grower advances receivable with a related party. The Company also did not pay the interest due in December 2024 and began discussions with debenture holders to issue common shares to settle the outstanding interest and to issue new debentures to settle the December 2024 Series A debentures. Holders of $1,518,350 of the December 2024 series A debentures agreed to the settlement and in April 2025 1,012,234 common shares were issued to settle $303,670 of unpaid interest and new debentures with a face value of $1,518,350 and expiry dates of December 29, 2025 and December 29, 2026 were issued. See December 2025/2026 series. The remaining $40,000 of debentures was repaid in cash along with $9,715 of interest.

    The issuance of the December 2025 and December 2026 debentures was considered an extinguishment of the December 2024 series debentures. As such, the fair value of both the debt component and the equity component of the debentures was calculated and the excess over face value was recorded as a loss on extinguishment of the December 2024 series A debentures of

    $140,213 in 2025. See notes 15(a), 19 and 20. December 2024 series B

    In March 2023 the Company completed an offering of convertible debentures with a total face value of $500,000. The debentures were unsecured and had a term expiring on December 29, 2024, the same expiry date as the December 2024 series A debentures. The series B debentures bore interest at 10% annually, payable in arrears beginning one year after their date of issuance.

    The debentures were convertible into shares of Organto at $3.00 per share and interest was not convertible. The holder could convert all or part of the debentures at any time. If, at any time after July 29, 2023, the closing price of the Company's shares exceeded $4.50 or more for ten consecutive trading days, the Company had the right to force conversion of the debentures.

    The Company initially recorded $465,000 as the fair value of the debt component of the debentures, with the residual amount of

    $35,000 allocated to the equity component of the debentures. The debt component of the debentures was being accreted to the face value of the loan over the twenty-one month term. A total of $30,000 in transaction costs was allocated to the liability and the equity components of the debentures.

    The Company did not pay the interest due in December 2023 and December 2024 and began discussions with the debenture holders to issue common shares to settle the outstanding interest and to issue new debentures to settle the December 2024 series B debentures. All holders of the December 2024 series B debentures agreed to the settlement and in April 2025 333,334 common shares were issued to settle $100,000 of unpaid interest and new debentures with a face value of $500,000 and expiry dates of December 29, 2025 and December 29, 2026 were issued. See December 2025/2026 series.

    The issuance of the December 2025 and December 2026 debentures was considered an extinguishment of the December 2024 series B of debentures. As such, the fair value of both the debt component and the equity component of the debentures was calculated and the excess over face value was recorded as a loss on extinguishment of the December 2024 series B debentures of

    $46,173 in 2025. See notes 15(a), 19 and 20.

    February 2025 series

    In February 2023 the Company completed an offering of convertible debentures with a total face value of $295,000. The debentures were unsecured and had a term of two years and bore interest at 10% annually, payable in arrears beginning one year after their date of issuance.

    The debentures were convertible into shares of Organto at $3.00 per share and interest was not convertible. The holder could convert all or part of the debentures at any time. If, at any time after June 28, 2023, the closing price of the Company's shares exceeded $4.50 or more for ten consecutive trading days, the Company had the right to force conversion of the debentures.

    The Company recorded $271,105 as the fair value of the debt component of the debentures, with the residual amount of $23,895 allocated to the equity component of the debentures. The debt component of the debentures was being accreted to the face value of the loan over the two-year term.

    Transaction costs totaled $21,417 and included $17,700 in cash and 5,900 warrants with each warrant entitling the holder to purchase one common share at a price of $3.00 for a period of two years. These finder warrants had a total fair value of $3,717 determined using the Black-Scholes Option Pricing Model. These transaction costs were allocated to the liability and the equity components of the debentures.

    The Company did not pay the interest due in February 2024 and February 2025 and began discussions with debenture holders to issue common shares to settle the outstanding interest and to issue new debentures to settle the February 2025 debentures. All

    holders of the February 2025 debentures agreed and in April 2025 196,667 common shares were issued to settle $59,000 of unpaid interest and new debentures with a face value of $295,000 and expiry dates of February 28, 2026 and February 28, 2027 were issued. See February 2026/2027 series.

    The issuance of the February 2026 and February 2027 debentures was considered an extinguishment of the February 2025 debentures. As such, the fair value of both the debt component and the equity component of the debentures was calculated and the excess over face value was recorded as a loss on extinguishment of the February 2025 debentures of $33,403 in 2025. See notes 15(a), 19 and 20.

    March 2025 series

    In March 2023 the Company completed an offering of convertible debentures with a total face value of $238,000. The debentures were unsecured and had a term of two years and bore interest at 10% annually, payable in arrears beginning one year after their date of issuance.

    The debentures were convertible into shares of Organto at $3.00 per share and interest was not convertible. The holder could convert all or part of the debentures at any time. If, at any time after July 28, 2023, the closing price of the Company's shares exceeded $4.50 or more for ten consecutive trading days, the Company had the right to force conversion of the debentures.

    The Company recorded $218,960 as the fair value of the debt component of the debentures, with the residual amount of $19,040 allocated to the equity component of the debentures. The debt component of the debentures was being accreted to the face value of the loan over the two-year term.

    Transaction costs totaled $16,708 and included $14,280 in cash and 4,760 warrants with each warrant entitling the holder to purchase one common share at a price of $3.00 for a period of two years. These finder warrants had a total fair value of $2,428 determined using the Black-Scholes Option Pricing Model. These transaction costs were allocated to the liability and the equity components of the debentures.

    The Company did not pay the interest due in March 2024 and March 2025 and began discussions with debenture holders to issue common shares to settle the outstanding interest and to issue new debentures to settle the March 2025 debentures. Holders of

    $230,000 of the March 2025 debentures agreed to the settlement and in April 2025 153,333 common shares were issued to settle

    $46,000 of unpaid interest and new debentures with a face value of $230,000 and expiry dates of March 28, 2026 and March 28, 2027 were issued. See March 2026/2027 series. The remaining $8,000 of debentures was repaid in cash along with $1,600 of interest during the second quarter of 2025.

    The issuance of the March 2026 and March 2027 debentures was considered an extinguishment of the March 2025 series of debentures. As such, the fair value of both the debt component and the equity component of the debentures was calculated and the excess over face value was recorded as a loss on extinguishment of the March 2025 debentures of $27,163 in 2025. See notes 15(a), 19 and 20.

    November 2026 series

    In November 2021 the Company completed an offering of convertible debentures with a total face value of $8,050,000. The debentures were unsecured and had a term of five years and bore interest at 8% annually, payable in arrears beginning one year after their date of issuance.

    The debentures were convertible into shares of Organto at $5.00 per share and interest was not convertible. The holders could convert all or part of the debentures at any time after November 30, 2023. If, at any time after November 30, 2023, the 20-day volume weighted average trading price of the Company's shares on the TSXV exceeded $6.25, the Company had the right to force conversion of the debentures. The Company could repay all or a portion of the convertible debentures by issuing common shares worth $1,053 based on their current market price for each $1,000 face value of convertible debentures. The Company could also pay all or a portion of the interest payable by issuing common shares to the debenture trustee who shall sell the common shares and use the proceeds to pay the interest due to debenture holders.

    The Company initially recorded $6,278,676 as the fair value of the debt component of the debentures, with the residual amount of $1,771,324 allocated to the equity component of the debentures. The debt component of the debentures was being accreted to the face value of the loan over the five-year term.

    Transaction costs of $956,627 were paid in cash including $126,084 in finder's fees. Finder's fees totaled $483,000 and included 96,600 warrants with each warrant entitling the holder to purchase one common share at a price of $5.00 for a period of two years. A total of $1,215,515 in transaction costs was allocated to the liability and the equity components of the debentures.

    The Company did not pay the interest due in November 2023 or November 2024 and entered into discussions with the holders of these debentures to partially convert the debentures into common shares and restructure the maturity and future interest payment dates. In March 2025 the Company received notice that a corporation had purchased over 67% of the outstanding November 2026 debentures and began discussions to potentially restructure the November 2026 debentures. In June 2025 the Company issued 40,250,000 common shares to settle the outstanding principal amount of $8,050,000 and accrued interest of

    $1,644,405 (note 15(a)). These shares are subject to a contractual restriction on transfer whereby they are restricted from trading for a period of 18 months from their date of issue, following which they will be released as to 25% per quarter, such that all these shares will be freely tradable after 30 months from their issuance. The settlement of these debentures was considered a modification of the debentures and a loss of $8,731,542 was recorded. The loss represents the difference between the fair value of the consideration the debenture holder received and the fair value of the consideration the debenture holder would have received under the original debenture terms. See notes 15(a), 19 and 20.

    December 2025/2026 series

    In April 2025 the Company issued convertible debentures with a total face value of $2,018,350. These debentures were unsecured with $1,009,175 maturing on December 29, 2025 and $1,009,175 maturing on December 29, 2026. Interest was at 10% annually and was payable in arrears beginning one year after their date of issuance.

    The debentures were convertible into shares of Organto at $0.60 per share and interest was not convertible. The holder could convert all or part of the debentures at any time and if, at any time after August 16, 2025, the closing price of the Company's shares exceeded $0.90 for ten consecutive trading days, the Company had the right to force conversion of the debentures.

    The Company calculated a fair value of $2,204,736 for the debentures and recorded $1,909,555 as the fair value of the debt component of the debentures, with the residual amount of $295,181 allocated to the equity component of the debentures. The debt component of the debentures was being accreted to the face value of the debentures over the term of the debentures.

    The issuance of this series of debentures was considered an extinguishment of both the December 2024 series A and December 2024 series B debentures. As such, the fair value of both the debt component and the equity component of the debentures was calculated and the excess over face value was recorded as a loss on extinguishment of the December 2024 series A and December 2024 series A debentures of $186,386 in 2025. See notes 15(a), 19 and 20.

    In July 2025 debentures maturing in December 2025 with a face value of $87,500 and a book value of $85,539 were converted into 145,833 common shares and accrued interest of $4,531 was paid in cash.

    In November 2025 the remaining debentures with a face value of $1,930,850 were repaid in cash. The payment was allocated to the debt and equity components of the debentures using the same debt/equity ratio as when the debentures were initially recorded on their issuance. The difference between the carrying value of the debentures and the cash paid of $240,424 was recorded as a gain on prepayment of convertible debentures in the consolidated statement of comprehensive loss.

    February 2026/2027 series

    In April 2025 the Company issued convertible debentures with a total face value of $295,000. These debentures are unsecured with $147,500 maturing on February 28, 2026 and $147,500 maturing on February 28, 2027. Interest is at 10% annually and is payable in arrears beginning one year after their date of issuance.

    The debentures are convertible into shares of Organto at $0.60 per share and interest is not convertible. The holder may convert all or part of the debentures at any time and if, at any time after August 16, 2025, the closing price of the Company's shares exceeds $0.90 or more for ten consecutive trading days, the Company has the right to force conversion of the debentures.

    The Company calculated a fair value of $328,403 for the debentures and recorded $278,022 as the fair value of the debt component of the debentures, with the residual amount of $50,381 allocated to the equity component of the debentures. The debt component of the debentures is being accreted to the face value of the debentures over the term of the debentures.

    The issuance of this series of debentures was considered an extinguishment of the February 2025 series of debentures. As such, the fair value of both the debt component and the equity component of the debentures was calculated and the excess over face value was recorded as a loss on extinguishment of the February 2025 debentures of $33,403 in 2025. See notes 15(a), 19 and 20.

    In November 2025 the debentures were repaid in cash. The payment was allocated to the debt and equity components of the debentures using the same debt/equity ratio as when the debentures were initially recorded on their issuance. The difference between the carrying value of the debentures and the cash paid of $40,837 was recorded as a gain on prepayment of convertible debentures in the consolidated statement of comprehensive loss.

    March 2026/2027 series

    In April 2025 the Company issued convertible debentures with a total face value of $230,000. These debentures are unsecured with $115,000 maturing on March 28, 2026 and $115,000 maturing on March 28, 2027. Interest is at 10% annually and is payable in arrears beginning one year after their date of issuance.

    The debentures are convertible into shares of Organto at $0.60 per share and interest is not convertible. The holder may convert all or part of the debentures at any time and if, at any time after August 16, 2025, the closing price of the Company's shares exceeds $0.90 or more for ten consecutive trading days, the Company has the right to force conversion of the debentures.

    The Company calculated a fair value of $257,163 for the debentures and recorded $216,040 as the fair value of the debt component of the debentures, with the residual amount of $41,123 allocated to the equity component of the debentures. The debt component of the debentures is being accreted to the face value of the debentures over the term of the debentures.

    The issuance of this series of debentures was considered an extinguishment of the March 2025 series of debentures. As such, the fair value of both the debt component and the equity component of the debentures was calculated and the excess over face value was recorded as a loss on extinguishment of the March 2025 debentures of $27,163 in 2025. See notes 15(a), 19 and 20.

    In September 2025 debentures maturing in March 2026 with a face value of $115,000 and a book value of $112,281 were converted into 191,664 common shares and accrued interest of $5,608 was paid in cash.

    In November 2025 the remaining debentures with a face value of $115,000 were repaid in cash. The payment was allocated to the debt and equity components of the debentures using the same debt-to-equity ratio as when the debentures were initially recorded on their issuance. The difference between the carrying value of the debentures and the cash paid of $19,812 was recorded as a gain on prepayment of convertible debentures in the consolidated statement of comprehensive loss.

    A summary of the convertible debentures is as follows:
    	($)
    Balance at January 1, 2024	10,650,564
    Settled against grower advances	(97,500)
    Accretion	88,286
    Balance at December 31, 2024	10,641,350
    Repaid in cash	(48,000)
    Settled with new debentures	(2,543,350)
    Settled with common shares	(8,050,000)
    Fair value of new debentures	2,790,303
    Allocated to equity component	(386,685)
    Converted	(197,820)
    Accretion	64,309
    Prepaid with cash	(2,340,850)
    Prepayment allocated to equity component	365,153
    Gain on prepayment	(294,410)
    Balance at December 31, 2025	-
    Accrued interest on outstanding debentures totaled $1,851,628 at December 31, 2024 and was recorded in accrued liabilities.	accounts payable and

14. Other liabilities

    Other liabilities is comprised of:

    December 31, December 31,

    2025 2024

    ($) ($)

    Earnouts payable - long-term portion	-	388,088
    Promissory note - long-term portion	-	172,505
    	-	560,593

    As part of the consideration paid for the acquisition of New Fruit Group, the Company entered into an agreement with the former shareholders of New Fruit Group whereby if certain growth targets were achieved in the three years after acquisition, up to

    €650,000 could be payable. The fair value of the expected earn-out payments was calculated using the present value of the anticipated future payments and was recorded in accounts payable and other long-term liabilities and was to be accreted over three years or until fully paid. The fair value of the unearned earn-out payments was reassessed each period end and the reassessment done at December 31, 2024 resulted in an increase in the fair value of the unpaid earn-out payments and a loss of

    $196,766 (note 18). The loss was reported in other income or loss in the consolidated statement of comprehensive loss.

    In April 2025 the Company paid a total of $350,000 to the former shareholders of New Fruit Group to fully settle both the 2024 earnout of €20,162 and any future amounts that would otherwise be payable under the earnout agreement. The Company recorded a gain of $104,319 on the settlement of the earnout liability (note 20).

    Part of the consideration paid to acquire New Fruit Group was the issuance of a promissory note by the Company to the former shareholders of New Fruit Group. The promissory note bore interest at 2% and was for €146,447 with payments due in 2025 and 2026. The fair value of the promissory note was calculated by discounting the future payments at 28.3% per annum and was being accreted to its face value over its three-year term. In April 2025 the Company settled the promissory note and associated

    accrued interest totalling $214,252 by issuing 2,200,000 common shares to the former shareholders of New Fruit Group (note 15). The Company recorded a loss of $225,748 on the settlement of the promissory note (note 20).

15. Share capital

    1. Common shares

       The Company is authorized to issue an unlimited number of common shares without par value. At December 31, 2025 the Company had 181,499,412 common shares issued and outstanding (December 31, 2024 - 34,318,382).

       In December 2025 the Company issued 70,000 shares upon the conversion of 70,000 restricted share units and 1,475,385 shares to settle bonuses declared and accrued in 2024 (notes 15(b) and 23(a)). The 1,475,385 shares were subject to a four month hold period.

       In November 2025 the Company issued 70,000 shares upon the conversion of 20,000 restricted share units and 50,000 stock options and received proceeds of $6,000.

       In October 2025 the Company issued 1,000,000 common shares upon the exercise of 1,000,000 warrants and received proceeds of $350,000.

       In September 2025 the Company closed a private placement and issued 16,000,000 units at a price of $0.50 per unit for proceeds of $8,000,000. Each unit consisted of one common share and one half of a share purchase warrant. Each whole warrant entitles the holder to purchase on additional common share at a price of $0.75 for a period of eighteen months. Share issue costs totalled $1,075,382 including $600,000 paid in cash to finders. Finders were also issued warrants entitling them to purchase 1,200,000 common shares at a price of $0.50 per share for a period of eighteen months with a fair value of

       $414,000. The proceeds were received in September 2025 and are to be used for working capital and the repayment of short-term debt. In addition to the four month hold period imposed by securities legislation, the common shares, warrants and any shares issued upon exercise of the warrants and finders' warrants are also subject to an additional twelve month hold period commencing on the date of their issuance.

       In September 2025 the Company issued 191,664 common shares upon the exercise of $115,000 face value of convertible debentures maturing in March 2026 (note 13).

       In July 2025 the Company issued 4,380,000 common shares to settle $438,000 of advisory fees which were recorded in restructuring costs. The common shares have a hold period expiring in November 2025 and the Company recorded a loss of

       $1,686,300 on the settlement of these fees (note 20).

       In July 2025 the Company issued 145,833 common shares upon the exercise of $87,500 face value of convertible debentures maturing in December 2025 (note 13).

       In June 2025 the Company closed a private placement and issued 4,000,000 units at a price of $0.25 per unit for proceeds of

       $1,000,000. Each unit consisted of one common share and one half of a share purchase warrant. Each whole warrant entitles the holder to purchase on additional common share at a price of $0.35 for a period of eighteen months. $60,000 was paid in cash to finders and other share issue costs totalled $17,195. The common shares are subject to a four month hold period that expires in October 2025. The proceeds were received in July 2025 and used for working capital.

       In June 2025 the Company issued 40,250,000 common shares to settle the $8,050,000 8% debentures due in November 2026 and their associated accrued interest of $1,644,405. The common shares are subject to hold periods expiring in March 2027, June 2027, September 2027 and December 2027. The value of the shares issued was discounted from the market price at the time of their issue due to their extended hold periods and the Company recorded a loss of $8,731,542 on the settlement of the 8% debentures and associated interest (notes 13 and 20).

       In April 2025 the Company completed a private placement of 53,099,910 common shares at a price of $0.10 per share for proceeds of $5,309,991. 2,369,680 common shares were also issued to settle finder's fees of $255,568 and $18,600 was paid in cash to finders. The Company recorded a loss of $236,968 on the settlement of finder's fees. Other share issue costs totalled $32,816. The common shares were subject to a four month hold period that expired in August 2025. The proceeds were used to settle the New Fruit Group earnout liability (note 14) and for working capital.

       In April 2025 the Company issued 1,695,568 common shares to settle the interest due on convertible debentures originally due in December 2024, February 2025 and March 2025. The common shares had a hold period that expired in August 2025 and the Company recorded a gain of $169,556 on the settlement of the interest (note 20).

       In April 2025 the Company issued 2,200,000 common shares to the former shareholders of New Fruit Group to settle the promissory note liability (note 14). The common shares had a hold period that expired in August 2025 and the Company recorded a loss of $225,748 on the settlement of the promissory note and associated interest (note 20).

       In April 2025 the Company issued 563,940 common shares to settle certain accounts payable totalling $56,394. The common shares had a hold period that expired in August 2025 and the Company recorded a loss of $56,394 on the settlement of the accounts payable (note 20).

       In April 2025 the Company issued 19,669,050 common shares to settle short-term loans of $1,783,206 and their associated interest of $183,700 (note 12). The common shares had a hold period that expired in August 2025 and the Company recorded a loss of $1,966,904 on the settlement of the promissory note and associated interest (note 20).

       In April 2024 the Company completed a private placement of 5,750,000 common shares at a price of $0.10 per share for proceeds of $575,000 with one director of the Company having purchased 5,150,000 common shares. No finder's fees were paid and the common shares were subject to a four month hold period that expired in August 2024. The proceeds were used to repay several of the short-term loans and for working capital.

    2. Shares to be issued

       The Company received $1,545,505 during year ended December 31, 2024 in advance of the April 2025 private placement.

       The Company granted share bonuses to senior management issuable upon certain milestones being met in 2025. All milestones were met and the Company issued 1,475,385 common shares in December 2025 to settle the bonuses. $575,400 was accrued for these share bonuses and expensed as stock based compensation in the Company's 2024 consolidated statement of comprehensive loss. These shares were subject to a four month hold period.

    3. Share options

       The Company has adopted a rolling stock option plan whereby the Board of Directors, may from time to time, grant options to directors, officers, employees or non-employee service providers to a maximum of 10% of the outstanding common shares of the Company at any point in time, less any stock options already reserved for issuance under the stock option plans of the Company or granted under any other employee incentive purchase plan that the Company may adopt. Options granted must be exercised no later than five years from date of grant or such lesser period as determined by the Company's Board of Directors.

       8,375,000 options with a fair value of $1,410,768 were granted in 2025. The Company recorded a stock-based compensation expense relating to options that vested, expired or were forfeited in the year ended December 31, 2025 of $895,231 (2024 -

       $198,489).

       A summary of the Company's stock options is as follows:

       Total options Exercisable options

       Total

       Weighted average

       Exercisable

       Weighted average

       options exercise price options exercise price

       ($) ($)

       Balance, January 1, 2024	1,687,000	2.15	1,250,400	2.03
       Vested	-	-	189,100	2.44
       Forfeited	(269,000)	2.01	(181,500)	1.65
       Expired	(353,000)	1.61	(353,000)	1.61
       Balance at December 31, 2024	1,065,000	2.35	905,000	2.36
       Granted	8,375,000	0.23	1,623,750	0.23
       Vested	-	-	1,091,750	0.46
       Exercised	(50,000)	0.12	(50,000)	0.35
       Expired	(355,000)	0.14	(355,000)	0.08
       Balance at December 31, 2025	9,035,000	0.44	3,215,500	0.78

       A summary of the Company's share options outstanding and exercisable at December 31, 2025 is as follows:

       Exercise price ($)	Average years to expiry	Number of options outstanding	Number of options exercisable
       0.10	4.20	600,000	120,000
       0.12	4.25	1,250,000	390,000
       0.20	4.29	4,550,000	1,480,000
       0.35	4.41	1,400,000	512,500
       0.50	2.82	25,000	15,000
       0.54	4.58	125,000	25,000
       0.67	3.03	400,000	40,000
       1.35	2.42	100,000	60,000
       1.90	2.23	30,000	18,000
       2.10	1.97	130,000	130,000
       2.85	0.08	30,000	30,000
       3.00	0.96	35,000	35,000
       3.70	0.90	330,000	330,000
       4.20	0.15	30,000	30,000
       	4.02	9,035,000	3,215,500

       The Company recognizes stock-based compensation over the vesting period of the underlying options using the Black-Scholes Option Pricing Model. Option pricing methods require the input of highly subjective assumptions including expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable single measure of the fair value of the Company's stock options granted and/or vested during the period. The fair value of the options granted in 2025 was calculated using the Black-Scholes Option Pricing Model with the following inputs: expected price volatilities of 99-100%, risk free interest rates of 2.54-3.05%, expected lives of 3-5 years and no dividend yield.

       See note 29.

    4. Restricted share units

       The Company has adopted a restricted share unit ("RSU") plan to issue RSUs whereby the total aggregate RSUs and stock options outstanding may be up to 10% of its issued capital at the time of an applicable option grant. Under the RSU plan, the Company's Board of Directors may from time to time, grant RSUs to directors, officers, employees or consultants. The vesting terms of an RSU are at the discretion of the Board of Directors. The option to settle the RSUs in cash or in shares is also at the option of the Board of Directors.

       1,150,000 RSUs with a fair value of $505,000 were granted in 2025 of which 50% will vest after one year and then 25% every six months thereafter. The fair value of each RSU is determined using the closing price of the common shares of the Company on the date of grant and the Company recorded a stock-based compensation expense relating to RSUs that vested in 2025 of

       $206,198 (2024 - $57,760). No RSUs were granted in 2024.

       A summary of the Company's RSUs is as follows:

       Total RSUs Exercisable RSUs

       Total RSUs

       Market price on

       grant

       Exercisable

       RSUs

       Market price on

       grant

       ($) ($)

       	Balance, January 1, 2024	407,500	2.15	292,500	2.31
       	Vested	-	-	102,500	1.50
       	Expired	(227,500)	2.55	(227,500)	2.55
       	Balance at December 31, 2024	180,000	1.33	167,500	1.37
       	Granted	1,150,000	0.44	-	-
       	Vested	-	-	12,500	1.50
       	Expired	(40,000)	1.50	(40,000)	1.50
       	Converted	(90,000)	1.50	(90,000)	1.50
       	Balance at December 31, 2025	1,200,000	0.46	50,000	0.90
       (e)	Warrants

       In September 2025 the Company issued 8,000,000 warrants in connection with the September 2025 private placement (note 15(a)). These warrants are exercisable for a period of eighteen months at an exercise price of $0.75 per share. The Company applied the residual method to account for the issuance of the warrants and calculated their fair value as $nil. See note 29.

       In September 2025 the Company issued 1,200,000 warrants to finders in connection with the September 2025 private placement (note 15(a)). These warrants are exercisable for a period of eighteen months at an exercise price of $0.50 per share. The fair value of these warrants of $414,000 was calculated using the Black-Scholes Option Pricing Method with the following inputs: expected price volatility of 101%, risk free interest rate of 2.51%, expected life of eighteen months and no dividend yield. The value of these warrants was recorded as a share issue cost and deducted from the proceeds of the private placement.

       In June 2025 the Company issued 2,000,000 warrants in connection with the June 2025 private placement (note 15(a)). These warrants are exercisable for a period of eighteen months at an exercise price of $0.35 per share. The Company applied the

       residual method to account for the issuance of the warrants and calculated their fair value as $nil. 1,000,000 of these warrants were exercised in July 2025 for proceeds of $350,000.

       Warrants outstanding and exercisable at December 31, 2025 is as follows:

       Grant date	Number of warrants	Exercise price ($)	Expiry date
       June 2025	1,000,000	0.35	December 2026
       September 2025	8,000,000	0.75	March 2027
       September 2025	1,200,000	0.50	March 2027
       	10,200,000	0.68

       A summary of the Company's warrants is as follows:

       Number of

       Weighted average exercise price

       warrants ($)

       Balance at January 1, 2024	29,088	3.00
       Expired	(18,428)	3.00
       Balance at December 31, 2024	10,660	3.00
       Issued	11,200,000	0.65
       Exercised	(1,000,000)	0.35
       Expired	(10,660)	3.00
       Balance at December 31, 2025	10,200,000	0.68

       (f) Reserves	Options		Other	Cumulative
       	and RSUs ($)	Warrants ($)	reserves ($)	translation ($)	Total ($)
       Balance, January 1, 2024	4,191,708	752,880	2,673,859	414,018	8,032,465
       Stock-based compensation	256,249	-	-	-	256,249
       Accumulated comprehensive loss	-	-	-	642,813	642,813
       Balance at December 31, 2024	4,447,957	752,880	2,673,859	1,056,831	8,931,527
       Stock-based compensation	1,101,429	-	-	-	1,101,429
       Issue of convertible debentures	-	-	386,685	-	386,685
       Prepayment of convertible debentures	-	-	(365,153)	-	(365,153)
       Warrants issued in private placement	-	414,000	-	-	414,000
       Exercise of stock options	(4,729)	-	-	-	(4,729)
       Conversion of restricted share units	(135,000)	-	-	-	(135,000)
       Accumulated comprehensive income	-	-	-	246,677	246,677
       Balance at December 31, 2025	5,409,657	1,166,880	2,695,391	1,303,508	10,575,436

16. Cost of sales

    Year ended December 31

    2025 2024

    ($) ($)

    Produce purchases (note 7)	54,696,013	18,834,944
    Freight out	21,335	36,669
    Packaging and other	894,722	71,386
    	55,612,070	18,942,999

17. Selling, general and administration expenses

    Year ended December 31

    2025 2024

    ($) ($)

    Administration and office (note 23(a))	1,763,363	778,131
    Director's fees (note 23(a))	36,667	-
    Professional fees	463,531	648,227
    Amortization (notes 10 and 11)	232,901	165,200
    Bad debt expense (recovery)	12,990	(57,639)
    	2,509,452	1,533,919

18. Other income (loss)

    Year ended December 31

    2025 2024

    ($) ($)

    Proceeds from VAT reassessment	9,584	-
    Proceeds from return of deposits	19,459	-
    Increase in value of earn-out liability (note 14)	-	(196,766)
    Loss on settlement of accounts payable	-	(51,675)
    Other	489	-

    29,532 (248,441)

19. Restructuring costs

    In the second quarter of 2025 the Company completed several transactions and reduced its debt by $10,928,040. The Company issued common shares to settle $508,670 of interest payable on its 10% convertible debentures (notes 13 and 15(a)), $214,252 of principal and interest payable on the promissory note issued as part of the consideration paid to acquire the New Fruit Group (notes 14 and 15(a)), $56,394 of accounts payable (note 15(a)) and $9,694,405 of principal and interest payable on its 8% convertible debentures (notes 13 and 15(a)). The Company completed two private placements and used $350,000 of the proceeds to discharge its $454,319 obligation under the earnout agreement entered into as part of the consideration paid to acquire the New Fruit Group (note 14).

    Costs associated with these debt reduction transactions are:

    Year ended December 31

    2025 2024

    ($) ($)

    Regulatory and filing fees	60,200	-
    Legal fees	163,462	-
    Advisory fees	540,000	-
    Other	7,000	-
    	770,662	-

    $438,000 of the advisory fees were paid by issuing 4,380,000 common shares (note 15(a)) while the remainder of the costs were paid or are payable in cash.

20. Loss on settlement of debt

    Year ended December 31

    2025 2024

    ($) ($)

    Gains on settlement of:

    Interest payable on 10% debentures (notes 13 and 15)	169,556	-
    New Fruit Group earnout liability (note 14)	104,319	-
    Accounts payable	9,216	-
    Losses on settlement of: April 2025 private placement finder's fee (note 15(a))	(236,968)	-
    New Fruit Group promissory note (notes 12, 14 and 15)	(225,748)	-
    Accounts payable (note 15)	(55,906)	-
    Short-term loans and associated interest (notes 12 and 15)	(1,966,904)	-
    Principal and interest on 8% debentures (notes 13 and 15)	(8,731,542)	-
    Restructuring advisory fee (notes 15 and 19)	(1,686,300)	-
    Loss on extinguishment of 10% debentures (note 13)	(246,952)	-
    Net loss on settlement of debt	(12,867,229)	-

    The gain on the settlement of interest payable on the 10% debentures was realized from the issuance of common shares. The gains on the settlement of the New Fruit Group earnout liability and accounts payable were realized in cash. All but $488 of the losses on settlements were realized from the issuance of common shares.

21. Gain on dissolution of subsidiary

    In April 2024 the Company wound down and dissolved its subsidiary in Argentina which had been inactive since 2018. This subsidiary had an insignificant amount of assets and liabilities, all of which were written off. The Company did not receive any proceeds or pay any amounts to dissolve the subsidiary. The gain realized on the dissolution is as follows:

    2025 2024

    ($) ($)

    Assets written off	-	(17,928)
    Accrued liabilities written off	-	7,546
    Historical foreign exchange gains realized on dissolution	-	377,322
    Gain on dissolution of subsidiary	-	366,940

22. Income (loss) from discontinued operations

    In June 2024 the Company completed the sale of 100% of the outstanding shares of three of its wholly owned Dutch operating subsidiaries: Organto Europe BV; Fresh Organic Choice BV; and BeeOrganic BV to an independent purchaser. The independent purchaser acquired 100% of the outstanding shares of each the sold subsidiaries for Euro 1 and assumed all of the sold subsidiaries' assets and liabilities, which represented a net liability position of $3,696,482. The sold subsidiaries had historically been key sales contributors, but experienced significant declines prior to their sale due to a combination of inadequate working capital to finance operations and lost business due to competitive pressures. An independent financial advisory firm was engaged to complete an independent valuation and fairness opinion for the proposed transaction. The valuation methodology valued each of the three sold subsidiaries on a stand-alone basis and not as a group, using two valuation methods (the discounted cash flow method and the guideline public company method) and then ultimately determined a value range for each business based on a weighting of these two methods. The valuation concluded that the assumption of all liabilities of the sold subsidiaries by the purchaser represented fair proceeds to the Company.

    Year ended December 31

    2025 2024

    ($) ($)

    Proceeds	-	1
    Assets disposed of	-	(1,978,950)
    Liabilities assumed by purchaser	-	5,675,432
    Legal and other transaction costs	-	(125,000)
    Historical foreign exchange losses realized on sale	-	(1,008,188)
    Gain on sale of Dutch operating subsidiaries	-	2,563,295

    The historical foreign exchange losses realized on the sale of the Dutch operating subsidiaries of $1,008,188 are foreign currency translation gains and losses which were recorded in accumulated other comprehensive income in previous years.

    As a result of the sale of the Dutch operating subsidiaries, all revenue and expenses, as well as any gains and losses relating to the operations of the sold subsidiaries have been eliminated from the Company's continuing operations and are instead shown as a single line item in the consolidated statements of comprehensive loss. Cash flows relating to the operations of the sold subsidiaries have also been separated from cash flows relating to the Company's current operations.

    2025 2024

    ($) ($)

    Sales	-	3,592,880
    Cost of sales	-	(3,582,107)
    Gross profit	-	10,773
    Selling, general and administration expenses	-	(515,270)
    Management fees	-	(60,140)
    Labour costs and benefits	-	(747,381)
    	-	(1,312,018)
    Interest expense	-	(108,068)
    Realized loss on derivative assets	-	(51,303)
    Unrealized gain on revaluation of derivative liabilities	-	98,661
    Foreign exchange gain (loss)	-	(13,615)
    Gain on sale of subsidiaries	-	2,563,295
    Income from discontinued operations	-	1,176,952

23. Related party transactions

    1. Directors and key management personnel compensation:

       Year ended December 31

       2025 2024

       ($) ($)

       Consulting and management fees

       - continuing operations (note 17)	693,248	290,045
       - discontinued operations	-	118,893
       Directors' fees (note 17)	36,667	-
       Bonus - continuing operations	-	246,600
       Stock based compensation - share bonus
       - continuing operations	-	575,400
       Stock based compensation
       - continuing operations	699,103	201,359
       	1,429,018	1,432,297

       Bonuses to members of the senior management team were accrued in 2024 and were proposed to be paid upon the completion of certain milestones in 2025. The bonuses consisted of a cash portion and a portion to be paid in shares. With the milestones met, the cash portion was paid in October 2025 and the Company issued 1,475,385 (note 15(a)) common shares to settle the bonuses in December 2025. The amount payable in cash was recorded in accounts payable and accrued liabilities and the amount payable in shares was recorded in shares to be issued at December 31, 2024.

       Key management personnel were not paid post-employment benefits, termination benefits or other long-term benefits during the years ended December 31, 2025 and 2024.

    2. Transactions with related parties:

       Year ended December 31

       2025 2024

       ($) ($)

       Administrative services

       - discontinued operations (note 17) - 113,503

       Marketing services

       - continuing operations (note 17) 67,500 -

       Office lease payments

       - discontinued operations (note 17) - 77,214

    3. Outstanding balances payable listed below are included in accounts payable and accrued liabilities, bear no interest and are not collateralized:

       December 31, December 31,

       2025 2024

       ($) ($)

       Consulting and management fees (note 17)	234,590	337,076
       Directors' fees (note 17)	36,667	-
       Marketing services	16,950	-
       Short-term loans (note 12)	-	33,000
       Interest on short term loans and convertible debentures (notes 12 and 13)	-	74,632
       Expense reimbursements	66,285	41,739
       Convertible debentures (note 13)	-	351,950

24. Supplemental cash flow information

    Year ended December 31

    2025 2024

    ($) ($)

    Items not involving cash:

    Amortization	232,901	165,200
    Bad debt expense	12,990	-
    Stock-based compensation	1,101,429	831,649
    Interest expense and accretion	675,907	1,239,958
    Other loss (income)	(17,688)	248,441
    Realized gain on sale of investment securities	-	(7,518)
    Unrealized gain on revaluation of investment securities	-	(985)
    Unrealized loss (gain) on revaluation of derivatives	530,850	(357,693)
    Loss on settlement of debt	12,867,229	-
    Gain on prepayment of convertible debentures	(294,410)	-
    Gain on dissolution of subsidiary	-	(366,940)
    Recovery of deferred income tax	(54,500)	(109,000)
    Foreign currency translation	333,164	37,007
    	15,387,872	1,680,119

    Year ended December 31

    2025 2024

    ($) ($)

    Changes in non-cash working capital:

    Receivables	(2,367,624)	(1,001,990)
    Inventories	(1,339,141)	(1,148,297)
    Prepaid expenses	(180,302)	(99,478)
    Accounts payable and accrued liabilities	743,182	2,396,857
    Factored accounts receivable	1,791,838	-
    	(1,352,047)	147,092
    Non-cash investing and financing activities include the following:
    Common shares issued: On conversion of 10% convertible debentures	337,497	-
    To settle April 2025 private placement finder's fee	473,936	-
    To settle interest payable on 10% debentures	339,114	-
    To settle principal and interest payable on short-term loans	3,933,810	-
    To settle New Fruit Group promissory note	440,000	-
    To settle accounts payable	112,788	-
    To settle restructuring advisory fee	2,124,300	-
    To settle principal and accrued interest on 8% debentures	18,425,947	-

25. Segmented information

    The Company has one reportable business segment, being the sourcing, logistics, packaging, distribution and marketing of organic, fairtrade and specialty food products in Europe.

    In the year ended December 31, 2025, 79% of the Company's sales were to 7 customers in Europe with each customer accounting for at least 5% of total sales. In the year ended December 31, 2024, 90% of the Company's sales were to 3 customers in Europe with each customer accounting for at least 5% of total sales. In both years, several of these customers act as intermediaries who then sell to retailers who have contracted with the Company.

    In the year ended December 31, 2025, 84% of the Company's purchases were from 6 suppliers with each supplier accounting for at least 5% of total purchases. In the year ended December 31, 2024, 92% of the Company's purchases were from 5 suppliers with each supplier accounting for at least 5% of total purchases.

    Information by geographical areas is as follows:

    Non-current assets

    December 31, December 31,

    2025 2024

    ($) ($)

    Germany	1,270,897	1,394,429
    Netherlands	108,965	-
    	1,379,862	1,394,429

26. Commitments

    At December 31, 2025 the Company had entered into agreements which call for minimum payments as follows:

    Within 1 year

    Between 1 and 5 years

    After 5 years

    Total

    ($) ($) ($) ($)

    Management fees	120,000	-	-	120,000
    Labour and benefits	421,741	-	-	421,741
    Property leases	98,477	57,928	-	156,405
    Marketing services	222,500	-	-	222,500
    Forward currency exchange contracts	53,693,788	-	-	53,693,788
    	54,556,506	57,928	-	54,614,434

    The Company has hedging facilities with European financial services companies in order to hedge its exposure to fluctuations in the US dollar vs Euro exchange rate. The facilities are for forward exchange contracts with an undrawn balance of US$39.2 million at December 31, 2025. See note 29.

27. Financial risk and capital management

    The Company's financial instruments are exposed to certain financial risks. The risk exposures and the impact on the Company's financial instruments at December 31, 2025 are summarized below. The Board of Directors reviews with management the principal risks affecting the Company and the systems that have been put in place to manage these risks.

    1. Credit risk

       Credit risk is the risk that the Company will incur a loss due to a customer or third party failing to discharge their obligation due to the Company. The Company's primary exposure to credit risk is in its cash accounts and accounts receivable. Credit risk associated with accounts receivable is considered moderate and is moderated with credit risk insurance.

       The credit risk exposure on cash is limited to their carrying amounts at the date of the statement of financial position. Cash is held as cash deposits with creditworthy chartered banks in Canada, Europe and Mexico. Credit risk associated with cash is considered low.

    2. Liquidity risk

       Liquidity risk arises from the Company's general and capital financing needs. The Company manages liquidity risk by attempting to maintain sufficient cash balances. Liquidity requirements are managed based on expected cash flows to ensure that there is sufficient capital in order to meet short term obligations. As at December 31, 2025, the Company's current assets exceeded current liabilities by $7,560,010 (December 31, 2024 - current liabilities exceeded current assets by $14,584,830). Liquidity risk is assessed as high.

       To date, the Company has been able to address any shortfalls in meeting its short term financial demands by turning to equity and debt markets to raise the funding necessary to continue operations. The Company will continue to rely on equity or debt financing until it is able to realize consistent profitable operating results. See note 1 for the going concern discussion.

    3. Market risks - interest rate

The Company is exposed to interest rate risk when securing new short-term loans which are based on then current market rates which can fluctuate.