18:01:19 EDT Sat 18 May 2024
Enter Symbol
or Name
USA
CA



Argo Living Soils Corp
Symbol ARGO
Shares Issued 21,376,301
Close 2023-09-27 C$ 0.14
Market Cap C$ 2,992,682
Recent Sedar Documents

Argo Living closes licence deal with Canadian AgriChar

2023-09-28 13:04 ET - News Release

Mr. Peter Hoyle reports

ARGO LIVING SOILS ANNOUNCES CLOSING OF TRANSACTION WITH CANADIAN AGRICHAR INC.

Argo Living Soils Corp. has closed its previously announced transaction with Canadian AgriChar Inc., whereby Canadian AgriChar granted Argo an exclusive right and licence to market and sell its CHAR+ biochar products.

Pursuant to the transaction, Argo will sell CHAR+ BioChar products on its website and will receive a percentage of revenues of all CHAR+ sold through its website. In the interim period prior to sales being live on Argo's website, Argo will act as an exclusive sales agent for Canadian AgriChar and Argo will receive a percentage of revenues of CHAR+ sold.

As consideration for the licence, the company issued Canadian AgriChar 500,000 common shares of the company upon the agreement becoming effective yesterday, and has agreed to issue 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 issued 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 18 months, being 25 per cent on the date of grant, 25 per cent six months from the date of grant, 25 per cent 12 months from the date of grant and 25 per cent 18 months from the date of grant. The shares and options are subject to a four-month statutory hold period from the date of issuance.

The transaction constitutes a related-party transaction as defined under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101), as Ken Bowman is both a director and officer of Argo, and a control person of Canadian AgriChar. 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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