16:08:05 EDT Sat 18 May 2024
Enter Symbol
or Name
USA
CA



Argo Living Soils Corp
Symbol ARGO
Shares Issued 21,376,301
Close 2023-09-11 C$ 0.145
Market Cap C$ 3,099,564
Recent Sedar Documents

Argo Living licenses Char+ from Canadian AgriChar

2023-09-12 12:59 ET - News Release

Mr. Peter Hoyle reports

ARGO LIVING SOILS ENTERS INTO LICENSE AGREEMENT WITH CANADIAN AGRICHAR INC.

Argo Living Soils Corp. has entered into a licence agreement with Canadian AgriChar Inc., a company controlled by Ken Bowman, a director and officer of the company. Canadian AgriChar is a Canadian-based manufacturer and distributor of biochar for use in soil remediation and growth enhancement.

Pursuant to the agreement, Canadian AgriChar agreed to grant Argo the exclusive right and licence to market and sell Char+ BioChar, a soil amendment product, globally for an initial term of 10 years. Additionally, the parties agreed that Argo will sell Char+ BioChar products on its website and will receive a percentage of all Char+ sold through its website.

As consideration for the licence, the company agreed to issue Canadian AgriChar 500,000 common shares of the company upon the agreement becoming effective, and a further 500,000 common shares on or before the six-month anniversary of the effective date. The shares have a deemed price of 15 cents per share. Additionally, the company agreed to issue 1.3 million stock options to principals of Canadian AgriChar, exercisable at a price of 15 cents per share for a period of five years, subject to vesting in four equal instalments over two years. The shares and options will be subject to a four-month statutory hold period from the date of issuance.

Peter Hoyle, Argo's chief executive officer, states: "This licensing partnership with Canadian AgriChar will provide Argo with a much broader product offering based on their trademarked biochar product Char+. Biochar can be used in agriculture, in water treatment, environmental restoration and in a number of industrial applications. We believe Argo will benefit from access to the many opportunities this product offers."

Completion of the licence transaction described in this news release remains subject to the approval of the Canadian Securities Exchange.

The agreement and the transactions contemplated therein between the company and Mr. Bowman constitute a related party transaction as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. The company is relying on the exemptions from the formal valuation requirements contained in Section 5.5(b) of MI 61-101 and the minority shareholder approval requirements contained in Section 5.7(1)(a) of MI 61-101, as the company is not listed on specified markets and the fair market value of the consideration to Canadian AgriChar does not exceed 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101. The company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the transaction, as the details of the agreement were not settled until shortly prior to closing of the transaction.

About Argo Living Soils Corp.

The company specializes in producing and developing organic products including soil amendments, living soils, bio-fertilizers, vermicompost and compost tea kits formulated specifically for high-value crops. The company's vision and overall business plan are to create an established brand of organic and/or environmentally friendly products. The company was founded in 2018 and its production facilities are located on Galiano Island, B.C.

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