Vancouver, British Columbia--(Newsfile Corp. - November 21, 2024) - Argo Living Soils Corp. (CSE: ARGO) (OTC Pink: ARLSF) ("Argo" or the "Company") is pleased to announce that it has closed the first tranche of its previously announced non-brokered private placement offering by issuing 878,333 units (the "Units") at a price of $0.15 per Unit, for aggregate gross proceeds of $131,750 (the "Offering"). The Company also announces that it has extended the Offering and anticipates closing the second tranche of the Offering for the balance of the gross proceeds by December 22, 2024.
Each Unit is comprised of one common share in the capital of the Company and one transferrable purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one additional common share in the capital of the Company at $0.20 per share for a period of 24 months from the date of issuance. In connection with the first tranche of the Offering, the Company paid finder's fees in the amount of $525 and issued an aggregate of 3,500 finder's warrants (each a "Finder's Warrant") to an eligible arm's-length finder. Each Finder's Warrant entitles the holder to acquire one Unit on the same terms as the Units issued in the Offering at $0.15 per Unit for a period of 24 months from the closing date of the Offering.
The Company plans to use proceeds of the Offering for general working capital purposes and identifying and evaluating strategic business opportunities which align with the Company's business plan.
Additionally, the Company announces that it has agreed to enter into debt settlement agreements with certain creditors of the Company to settle outstanding indebtedness in the aggregate amount of $82,500 in exchange for the issuance of 550,000 Units of the Company at a deemed price of $0.15 per Unit, and with such Units having the same terms as those issued pursuant to the Offering (the "Debt Settlement"). The Company is completing the Debt Settlement to improve its financial position by reducing its existing liabilities. The Debt Settlement is expected to close shortly, subject to customary closing conditions, including, but not limited to, finalizing all contractual documentation and receipt of Canadian Securities Exchange approval, if required.
As part of the aggregate $82,500 Debt Settlement, a director of the Company has agreed to settle $22,500 worth of Debt owed for unpaid consulting fees in consideration for 150,000 Units. The issuance of these Units constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions under section 5.5(a) and section 5.7(1)(a) from the formal valuation and minority shareholder approval requirements of MI 61-101, as the fair market value of the Units issued to the related party does not exceed 25% of the Company's market capitalization, as determined in accordance with MI 61-101.
All securities issued under the Offering are and all securities to be issued under the Debt Settlement will be subject to a four month hold period in accordance with Canadian securities law.
About Argo Living Soils Corp.
The Company specializes in producing and developing organic products, including soil amendments, living soils, biofertilizers, vermicompost and compost extracts 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.
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The Canadian Securities Exchange has not reviewed this press release and does not accept responsibility for the adequacy or accuracy of this news release.
Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Forward-looking information includes, but is not limited to, the closing of a second tranche of the Offering and the timing thereof, the use of proceeds, completion of the Debt Settlement and the terms thereof, and the Company creating a brand of organic and/or environmentally friendly products. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "will", "plans", or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are from those expressed or implied by such forward-looking statements or forward-looking information subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different, including receipt of all necessary regulatory approvals. Although management of the Company have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.
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