Mr. Scott Smale reports
ARGO GRAPHENE SOLUTIONS CORP. ANNOUNCES LICENSE AND TECHNOLOGY TRANSFER AGREEMENT WITH GRAPHERRY, INC.
Argo Graphene Solutions Corp. has entered into a licence agreement with Grapherry Inc. in respect of Grapherry's proprietary Stream graphene production platform and all related intellectual property.
Pursuant to the agreement, Grapherry has agreed to grant Argo an exclusive worldwide licence to use, develop, manufacture and commercialize the technology for an initial term of 10 years. Upon the issuance of all consideration shares and warrants described below, full ownership of the technology and all related intellectual property will automatically transfer outright to Argo, resulting in Argo becoming the direct owner of the Stream graphene production platform and associated technologies.
As consideration for the licence, Argo will issue to Grapherry up to 11 million common shares and up to 5.5 million share purchase warrants. Each warrant is exercisable at 75 cents for five years from the date of issuance. The common shares and warrants will be issued in stages upon completion of certain milestones, as follows:
- On closing of the licence becoming effective: 2.5 million shares and 2.5 million warrants;
- Upon completion of a $1-million equity financing by Argo: 2.5 million shares and 1.5 million warrants;
- Upon commissioning of a graphene production facility meeting minimum production capacity specifications, as confirmed by an independent third party testing and verification body: three million shares and 1.5 million warrants;
- Upon Argo achieving $1-million in gross revenue from the commercialization of the technology: three million shares.
In the event that the production facility milestone is not achieved within 24 months of the completion of the equity financing milestone described above and an independent third party expert determines that minimum production capacity cannot be achieved, Argo may terminate the agreement with no further obligations on either party.
To the extent required by the policies of the Canadian Securities Exchange, including where a control person may be created as a result of aggregate share issuances exceeding 20 per cent of Argo's issued and outstanding common shares, Argo will seek shareholder approval prior to the issuance of any shares in excess of the applicable threshold. Argo will also have the right, at its sole discretion, to accelerate the issuance of all remaining shares and warrants at any time after Jan. 1, 2027, which will trigger the immediate transfer of the technology to Argo.
Argo will issue 400,000 common shares to a third party finder as a finder's fee in connection with the agreement. All shares and warrants issued under the agreement will be subject to a statutory four-month hold period. Closing is subject to acceptance by the CSE.
Grapherry was founded by Dr. Vikas Berry, PhD, who serves as the company's chief executive officer and leads the development of Grapherry's graphene production technologies and commercialization strategy. Dr. Berry is a chemical engineer and technology entrepreneur with more than 17 years of experience in graphene research, advanced materials development and process commercialization. He has written more than 100 scientific publications, holds multiple patents related to graphene technologies and advanced materials processing, and has been involved in the development and scale-up of graphene manufacturing systems and graphene-enhanced industrial applications. His work has focused on addressing key challenges facing the graphene industry, including production scalability, cost reduction, material consistency and commercial integration into industrial applications.
"Grapherry was founded with the vision of developing scalable graphene technologies for real-world industrial applications," said Dr. Vikas Berry, PhD, founder and chief executive officer of Grapherry. "We believe the collaboration with Argo provides an important platform to accelerate commercialization of the Stream graphene technology across multiple high-growth sectors within the emerging graphene industry."
Scott Smale, chief executive officer of Argo, stated: "This agreement represents a pivotal milestone in Argo's evolution as an advanced materials company. Securing an exclusive worldwide licence to Grapherry's Stream graphene production technology provides Argo with access to a scalable graphene manufacturing platform and related intellectual property at a time when demand for advanced graphene applications continues to grow globally. Management believes the combination of proprietary graphene production capabilities and Argo's ongoing work in construction, infrastructure and agricultural applications positions the company to participate in multiple emerging sectors of the graphene market while continuing to focus on long-term shareholder value. We look forward to providing periodic updates as commercialization initiatives advance."
About Argo Graphene Solutions Corp.
Argo Graphene Solutions is a Canadian advanced materials company focused on the development and commercialization of graphene-enhanced technologies and products for applications in construction, infrastructure, agriculture and industrial manufacturing. The company is advancing graphene solutions designed to improve material performance characteristics (including strength, durability, conductivity and water resistance) across a range of industrial and commercial applications.
Argo's strategic focus includes graphene-enhanced concrete and cement technologies, infrastructure materials, agricultural applications, and next-generation industrial products. Through continuing research, development, strategic partnerships and technology acquisitions, Argo is positioning itself to participate in the rapidly expanding global graphene market and broader advanced materials sector.
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