TORONTO, Nov. 15,
2024 /CNW/ - Argo Corporation ("Argo") (TSXV:
ARGH) (OTCQX: ARGHF), announced today that it has entered into debt
settlement agreements with various creditors to settle an aggregate
amount of $47 3,737.24 in outstanding
debt relating to interest-free cash advances, contractor fees, and
certain other outstanding obligations, through the issuance of an
aggregate of 5,263,745 common shares of Argo (the "Common
Shares") at a deemed price of $0.09 per Common Share (the "Shares for Debt
Transaction"). The Board of Directors of Argo has determined
that the Shares for Debt Transaction is in the best interests of
Argo.
Closing of the Shares for Debt Transaction is subject to
customary closing conditions, including the approval of the TSX
Venture Exchange ("TSXV"). The Common Shares to be issued
pursuant to the Shares for Debt Transaction will be subject to a
hold period of four months and one day following the date of
issuance, in accordance with applicable securities laws and TSXV
policies.
MI 61-101 Disclosure
The participation of certain insiders, being "related parties"
of Argo means that the Shares for Debt Transaction is considered to
be a "related party transaction" of Argo for purposes of
Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions ("MI 61-101").
Argo may, however, complete the Shares for Debt Transaction in
reliance on exemptions available under MI 61-101 from the formal
valuation and minority approval requirements of MI 61-101.
Specifically, the Shares for Debt Transaction is exempt from the
formal valuation requirement in Section 5.4 of MI 61-101 in
reliance on Section 5.5(b) of MI 61-101 as Argo is not listed on a
specified market within the meaning of MI 61-101. Additionally, the
Shares for Debt Transaction is exempt from the minority approval
requirement in Section 5.6 of MI 61-101 in reliance on Section
5.7(1)(a) of MI 61-101 insofar as neither the fair market value of
the subject matter of, nor the fair market value of the
consideration for, the Shares for Debt Transaction insofar as it
involves (or is expected to involve) "interested parties", exceeds
25% of Argo's market capitalization.
About Argo
Argo delivers the first-ever vertically and publicly integrated
city transit system, designed to augment public transportation and
create a network of intelligently routed vehicles that work
together to serve and scale to the needs of entire cities, putting
people in control of their mobility. You can learn more at
www.rideargo.com.
Praveen Arichandran, Co-CEO
Argo Corporation
(800) 575-7051
Forward-Looking Information
Certain information set out in this news release constitutes
forward-looking information within the meaning of applicable
securities laws. Forward-looking information is often, but not
always, identified by the use of words such as "seek",
"anticipate", "hope", "plan", "continue", "estimate", "expect",
"may", "will", "intend", "could", "might", "should", "scheduled",
"believe" and similar expressions. The forward- looking information
set out in this news release relates to future events or our future
performance and includes, without limitation statements concerning
the Shares for Debt Transaction, Argo's ability to obtain all
necessary approvals in respect of the Shares for Debt Transaction
and the participation of certain insiders and management in the
Shares for Debt Transaction.
Although the forward-looking information contained in this news
release is based upon what management of Argo believes are
reasonable assumptions on the date of this news release, Argo
cannot assure readers that actual results will be consistent with
such forward-looking information. Forward-looking information
involves substantial known and unknown risks, uncertainties and
other factors which cause actual results to vary from those
expressed or implied by such forward looking information, including
without limitation those risks and uncertainties described in more
detail in Argo's securities filings available at www.sedarplus.ca.
Forward-looking information should not be read as a guarantee of
future performance or results, and will not necessarily be an
accurate indication of whether or not such results will be
achieved.
The forward-looking information contained in this news release
is provided as of the date hereof. Argo disclaims any intention or
obligation to update or publicly revise any forward–looking
information whether as a result of new information, future events
or otherwise, except as required under applicable securities laws.
All forward-looking information contained in this news release is
expressly qualified in its entirety by the foregoing cautionary
statements.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this
release.
SOURCE ARGO CORPORATION
