Argo Corporation Announces Shares for Debt Transaction

TORONTO, Nov. 15, 2024 /CNW/ – Argo Corporation (“Argo“) ARGH 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