TORONTO, March 7,
2025 /CNW/ - Argo Corporation ("Argo" or
the "Company") (TSXV: ARGH) (OTCQX: ARGHF), a new venture
delivering the first-ever vertically and publicly integrated city
transit system, announced today updates to its previously disclosed
planned divestment of the majority of the Company's ownership
interest in FoodsUp Inc. (the "FoodsUp Divestment"), and
other corporate updates.
FoodsUp Divestment
Argo continues to maintain a majority non-controlling ownership
interest in FoodsUp Inc. ("FoodsUp"). FoodsUp is one of
Canada's leading restaurant supply
platforms, with annual revenues of $108
million in fiscal 2024.
The Company is pleased to announce that it has made significant
progress in resolving previously disclosed delays in the FoodsUp
Divestment in collaboration with FoodsUp management, in pursuit of
its strategic plan to provide the shareholders of Argo with either
the net proceeds of sale of the majority of its interest in FoodsUp
to a third party, or an indirect or tracking ownership interest in
FoodsUp as of a to-be-determined record date (the "Distribution
Transaction"). The Company expects to announce further updates
on the Distribution Transaction in the coming weeks. Argo, through
its wholly-owned subsidiary ("Argo Subsidiary"), has also
completed the sale of an aggregate of 5,855 subordinate-voting
shares of FoodsUp for an aggregate purchase price of approximately
$2.5 million. In addition, Argo
Subsidiary has entered into the following agreements:
- An option agreement with FoodFlow Partner ("FoodFlow"),
FoodsUp and FoodGrowup Partner (the "FoodFlow Option
Agreement") effective March 6,
2025. Pursuant to the FoodFlow Option Agreement, Argo
Subsidiary has granted to FoodFlow the irrevocable option to
purchase up to 30,219 subordinate-voting shares of FoodsUp (the
"FoodFlow Option") at a price per share of up to
$658, subject to timing of the
exercise of the FoodFlow Option. The FoodFlow Option is exercisable
any time before July 1, 2026. If all
30,219 subordinate-voting shares of FoodsUp subject to the FoodFlow
Option are purchased, then following a 100 day period (the
"Non-Option Period"), Argo Subsidiary will grant to FoodFlow
the irrevocable option to purchase all or a portion of any FoodsUp
subordinate-voting shares held by Argo Subsidiary at such time (the
"FoodFlow Secondary Option") at a price per share equal to
the price per share paid in connection with the last exercise under
the FoodFlow Option. The FoodFlow Secondary Option is exercisable
any time before the later of (i) 60 days after the end of the
Non-Option Period, and (ii) July 1,
2026. The expiry of both the FoodFlow Option and the
FoodFlow Secondary Option may be extended to obtain any required
approvals in accordance with the FoodFlow Option Agreement. To the
Company's knowledge, none of FoodFlow, FoodsUp and FoodGrowup
Partner are a "Non-Arm's Length Party" as defined in TSX Venture
Exchange policy.
- An option agreement with 16786359 Canada Inc., (the "359
Option Agreement") effective March 6,
2025. Pursuant to the 359 Option Agreement, Argo Subsidiary
has granted to 16786359 Canada Inc. the irrevocable option to
purchase up to 15,713 subordinate-voting shares of FoodsUp (the
"359 Option") at a price per share of up to $658, subject to timing of the exercise of the
359 Option. The 359 Option is exercisable any time before the
expiry of the Non-Option Period. The expiry of the 359 Option may
be extended to obtain any required approvals in accordance with the
359 Option Agreement. Junaid Razvi,
a director of Argo Subsidiary and FoodsUp, is the principal of
16786359 Canada Inc.
The closing of the transactions contemplated under the FoodFlow
Option Agreement and the 359 Option Agreement are subject to any
required approvals, which includes approval of the TSX Venture
Exchange and may include approval of the shareholders of the
Company. The Distribution Transaction is also subject to any
required approvals, which may include approval of the TSX Venture
Exchange and approval of the shareholders of the Company.
As a reporting issuer, the Company is subject to Multilateral
Instrument 61-101 - Protection of Minority Security Holders in
Special Transactions ("MI 61-101") and the requirements
thereunder in respect of any "related party transaction" (as
defined in MI 61-101). Prior to carrying out the aforementioned
transactions, to the extent they are related party transactions,
the Company will comply with the requirements of MI 61-101.
Management Updates
The Company announced today that in order to facilitate an
increased strategic focus on partnerships and expansion of Argo's
modern transit system, Qamar Qureshi
will transition into a new full-time role of Co-Founder and Chief
Business Officer, out of his current roles of Co-Chief Executive
Officer and director, effective as of March
6, 2025. Praveen Arichandran
will continue to lead Argo Corporation as Co-Founder, Chief
Executive Officer & Chairman.
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, 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 completion of the FoodsUp Divestment and the timing thereof,
the exercise of the options granted pursuant to the FoodFlow Option
Agreement and the 359 Option Agreement by the holders thereof,
Argo's ability to obtain all necessary approvals in respect of the
FoodsUp Divestment, FoodFlow Option Agreement, the 359 Option
Agreement and the Distribution Transaction, and Argo's intention
with respect to the Distribution 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 TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
SOURCE ARGO CORPORATION
